Exhibit
10.32


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (this “Agreement”) is effective as of [Date] by and between PureCycle Technologies,
Inc. (formerly known as Roth CH Acquisition I Co. Parent Corp.), a Delaware corporation (the “Company”), and
[Indemnitee] (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements, if any,
between the Company and the Indemnitee covering indemnification.


 


A.               
The Company recognizes the difficulty in obtaining liability insurance for its directors, officers, employees, controlling persons,
fiduciaries and other agents and affiliates, the significant cost of such insurance and the general limitations in the coverage
of such insurance. 


 


B.                
The Company further recognizes the substantial increase in corporate litigation in general, subjecting directors, officers, employees,
controlling persons, fiduciaries and other agents and affiliates to expensive litigation risks at the same time as the availability
and coverage of liability insurance has been severely limited. 


 


C.                
The current protection available to directors, officers, employees, controlling persons, fiduciaries and other agents and affiliates
of the Company may not be adequate under the present circumstances, and directors, officers, employees, controlling persons, fiduciaries
and other agents and affiliates of the Company (or persons who may be alleged or deemed to be the same), including the Indemnitee,
may not be willing to serve or continue to serve or be associated with the Company in such capacities without additional protection.



 


D.                
The Company (a) desires to attract and retain the involvement of highly qualified persons, such as Indemnitee, to serve and
be associated with the Company, and (b) accordingly, wishes to provide for the indemnification and advancement of expenses
to the Indemnitee to the maximum extent permitted by law. 


 


E.                
In view of the considerations set forth above, the Company desires that Indemnitee shall be indemnified and advanced expenses
by the Company as set forth herein. 


 


AGREEMENT:


 


In
consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


		1.	Certain
                                         Definitions.



 


(a)
        “Change
in Control” shall be deemed to have occurred if, on or after the date of this Agreement,
(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in
such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions
as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under said
Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power
represented by the Company’s then outstanding Voting Securities, (ii) during any period of two (2) consecutive years,
individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election
by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds
(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 a majority thereof, (iii) the stockholders of
the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation which
would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into Voting Securities of the surviving entity) at least eighty percent (80%) of the
total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or
an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all or substantially
all of the Company’s assets.


 






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(b)       “Claim”
shall mean with respect to a Covered Event: any threatened, asserted, pending or completed action, suit, proceeding or alternative
dispute resolution mechanism, or any hearing, inquiry or investigation (formal or informal) that Indemnitee in good faith believes
might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil,
criminal, administrative, investigative or other, including any appeal therefrom. 


 


(c)        References
to the “Company”
shall include, in addition to PureCycle Technologies, Inc., any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger to which PureCycle Technologies, Inc. (or any of its wholly owned subsidiaries or majority
owned joint ventures) is a party, which, if its separate existence had continued, would have had power and authority to indemnify
its directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or was a director, officer, employee, agent
or fiduciary of such constituent corporation, or is or was serving at the request of such constituent corporation as a director,
officer, employee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, 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.



 


(d)       “Covered
Event” shall mean any event or occurrence by reason of the fact that Indemnitee is or was
a director, officer, employee, agent or fiduciary of the Company, or any subsidiary of the Company, direct or indirect, whether
before or after the date of this Agreement, or is or was serving at the request of the Company as a director, officer, employee,
agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, or by reason of any action or
inaction on the part of Indemnitee while serving in such capacity, whether before or after the date of this Agreement. 


 


(e)       “Expense
Advance” shall mean a payment to Indemnitee for Expenses pursuant to Section 3 hereof,
in advance of the settlement of or final judgment in any action, suit, proceeding or alternative dispute resolution mechanism,
hearing, inquiry or investigation, which constitutes a Claim. 


 






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(f)        “Expenses”
shall mean any and all direct and indirect costs, losses, claims, damages, fees, expenses and liabilities, joint or several (including
reasonable attorneys’ fees and all other costs, expenses and obligations reasonably incurred in connection with investigating,
defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a witness in or to participate
in, any action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines,
penalties 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, of any Claim and any federal, state, local or foreign taxes imposed on
the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement. 


 


(g)       “Independent
Legal Counsel” shall mean an attorney or firm of attorneys, selected in accordance with
the provisions of Section 2(d) hereof, who shall not have otherwise performed services for (i) the Company or Indemnitee in any
matter material to either such party (other than with respect to matters concerning the rights of Indemnitee under this Agreement,
or of other indemnitees under similar indemnity agreements) or (ii) any other party to the Claim giving rise to a claim for indemnification
hereunder, within the last three (3) years. Notwithstanding the foregoing, the term “Independent Legal Counsel” shall
not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. 


 


(h)       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, agent
or fiduciary of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary
with respect to an employee benefit plan, its participants or its beneficiaries; and if Indemnitee acted in good faith and in
a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan,
Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company”
as referred to in this Agreement. 


 


(i)        “Reviewing
Party” shall mean, subject to the provisions of Section 2(d), any person or body appointed
by the Board of Directors in accordance with applicable law to review the Company’s obligations hereunder and under applicable
law, which may include a member or members of the Company’s Board of Directors, Independent Legal Counsel or any other person
or body not a party to the particular Claim for which Indemnitee is seeking indemnification, exoneration or hold harmless rights.
In the absence of the appointment of another Reviewing Party, but subject to the provisions of Section 2(d), the full Board of
Directors shall be deemed to be the “Reviewing Party” within the meaning of this Agreement. 


 


(j)        “Section”
refers to a section of this Agreement unless otherwise indicated. 


 


(k)       “Voting
Securities” shall mean any securities of the Company that vote generally in the election
of directors.


 






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		2.	Indemnification.



 


(a)       Indemnification
of Expenses. Subject to the provisions of Section 2(b) below, the Company shall indemnify, exonerate or hold harmless
Indemnitee for Expenses to the fullest extent permitted by law if Indemnitee was, is or becomes a party to or witness or other
participant in, or is threatened to be made a party to or witness or other participant in, any Claim (whether by reason of or
arising in part out of a Covered Event), including all interest, assessments and other charges incurred in connection with or
in respect of such Expenses. 


 


(b)       Review
of Indemnification Obligations. 


 


(i)       Notwithstanding
the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent
Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder
under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee
not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee
(who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless
Indemnitee (within thirty (30) days after such determination); provided,
however, that if Indemnitee has commenced or thereafter commences legal proceedings in
a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held
harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified
hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses
theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with
respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse
the Company for any Expenses shall be unsecured and no interest shall be charged thereon.


 


(ii)       Subject
to Section 2(b)(iii) below, if the Reviewing Party shall not have made a determination within forty-five (45) 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 (A) 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 (B) a prohibition of such indemnification under applicable law;
provided,
however, that such 45-day period may be extended for a reasonable time, not to exceed
an additional thirty (30) 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.



 


(iii)       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 Claim.


 


(c)       Indemnitee
Rights on Unfavorable Determination; Binding Effect. If any Reviewing Party determines that Indemnitee substantively is not
entitled to be indemnified, exonerated or held harmless hereunder in whole or in part under applicable law, Indemnitee shall have
the right to commence litigation seeking an initial determination by the court or challenging any such determination by such Reviewing
Party or any aspect thereof, including the legal or factual bases therefor, and, subject to the provisions of Section 15 hereof,
the Company hereby consents to service of process and to appear in any such proceeding. Absent such litigation, any determination
by any Reviewing Party shall be conclusive and binding on the Company and Indemnitee.


 






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(d)       Selection
of Reviewing Party; Change in Control. If there has not been a Change in Control, any Reviewing Party shall be selected by
the Board of Directors, which may be the full Board of Directors in the absence of the selection of another Reviewing Party, and
if there has been such a Change in Control (other than a Change in Control which has been approved by a majority of the Company’s
Board of Directors who were directors immediately prior to such Change in Control), any Reviewing Party with respect to all matters
thereafter arising concerning Indemnitee’s indemnification, exoneration or hold harmless rights for Expenses under this
Agreement or any other agreement or under the Company’s amended and restated certificate of incorporation (the “Certificate
of Incorporation”) or amended and restated bylaws (the “Bylaws”) as now or hereafter in effect, or
under any other applicable law, if desired by Indemnitee, shall be Independent Legal Counsel selected by the Indemnitee and approved
by Company (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion
to the Company and Indemnitee as to whether and to what extent Indemnitee would be entitled to be indemnified, exonerated or held
harmless hereunder under applicable law and the Company agrees to abide by such opinion. The Company agrees to pay the reasonable
fees of the Independent Legal Counsel referred to above and to fully indemnify, exonerate and hold harmless such counsel against
any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the Company shall not be required to
pay Expenses of more than one Independent Legal Counsel in connection with all matters concerning a single Indemnitee, and such
Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees unless (i) the Company
otherwise determines or (ii) any Indemnitee shall provide a written statement setting forth in detail a reasonable objection
to such Independent Legal Counsel representing other Indemnitees. 


 


(e)       Mandatory
Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the fullest
extent permitted by applicable law and to the extent that Indemnitee was a party to (or participant in) and has been successful
on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim,
Indemnitee shall be indemnified, exonerated and held harmless against all Expenses actually and reasonably incurred by Indemnitee
in connection therewith. If Indemnitee is not wholly successful in such Claim but is successful, on the merits or otherwise, as
to one or more but less than all claims, issues or matters in such Claim, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by him or on his 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 Claim by dismissal, with or without prejudice, shall be deemed to be a successful result as to
such claim, issue or matter.


 






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(f)       Contribution.
If the indemnification, exoneration or hold harmless rights provided for in this Agreement is for any reason held by a court of
competent jurisdiction to be unavailable
to an Indemnitee, then in lieu of indemnifying, exonerating or holding harmless Indemnitee thereunder, the Company shall contribute
to the amount paid or required to be paid by Indemnitee as a result of such Expenses (i) in such proportion as is deemed fair
and reasonable in light of all of the circumstances in order to reflect the relative benefits received by the Company and Indemnitee
as a result of the event(s) and/or transaction(s) giving cause to such Claim or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee
in connection with the action or inaction which resulted in such Expenses, as well as any other relevant equitable considerations.
In connection with the registration of the Company’s securities, the relative benefits received by the Company and Indemnitee
shall be deemed to be in the same respective proportions that the net proceeds from the offering (before deducting expenses) received
by the Company and Indemnitee, in each case as set forth in the table on the cover page of the applicable prospectus, bear to
the aggregate public offering price of the securities so offered. The relative fault of the Company and Indemnitee shall be determined
by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or Indemnitee and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.


 


The
Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 2(f) were determined
by pro rata or by any other method of allocation which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. In connection with the registration of the Company’s securities, in no event shall Indemnitee
be required to contribute any amount under this Section 2(f) in excess of the net proceeds received by Indemnitee from its sale
of securities under such registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of
Section 11(a) of the Securities Act of 1933, as amended) shall be entitled to contribution from any person who was not found guilty
of such fraudulent misrepresentation. 


 


		3.	Expense
                                         Advances.



 


(a)       Obligation
to Make Expense Advances. The Company shall make Expense Advances to Indemnitee upon receipt of a written undertaking, in
the form attached hereto as Exhibit A, by or on behalf of the Indemnitee to repay such amounts if it shall ultimately be
determined that the Indemnitee is not entitled to be indemnified, exonerated or held harmless therefor by the Company.


 


(b)       Form
of Undertaking. Any written undertaking by the Indemnitee to repay any Expense Advances hereunder shall be unsecured and no
interest shall be charged thereon.


 


		4.	Procedures
                                         for Indemnification and Expense Advances.



 


(a)       Timing
of Payments. All payments of Expenses (including without limitation Expense Advances) by the Company to the Indemnitee
pursuant to this Agreement shall be made to the fullest extent permitted by law as soon as practicable after written demand
by Indemnitee therefor is presented to the Company, but in no event later than forty-five (45) days after
such written demand by Indemnitee is presented to the Company, except in the case of Expense Advances, which shall be made no
later than twenty (20) days after such written demand by Indemnitee is presented to the Company. If the Company disputes a
portion of the amounts for which indemnification is requested, the undisputed portion shall be paid and only the disputed
portion withheld pending resolution of any such dispute.


 






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(b)       Notice/Cooperation
by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held
harmless or Indemnitee’s right to receive Expense Advances under this Agreement, give the Company notice in writing as soon
as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights will or could
be sought under this Agreement and, in connection with Indemnitee’s right to receive Expense Advances under this Agreement,
provide the Company with a signed, written undertaking, in the form attached hereto as Exhibit A. Notice to the Company
shall be directed to the General Counsel and Corporate Secretary of the Company at the address (including electronic address)
shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee)
and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known
to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including
therein or therewith 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 such Claim.
In addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall
be within Indemnitee’s power. The failure 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, except to the extent (solely with
respect to the indemnity hereunder) that such failure or delay materially prejudices the Company.


 


(c)       No
Presumptions; Burden of Proof. 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, shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court has determined that indemnification, exoneration
or hold harmless right is not permitted by this Agreement or applicable law. In addition, neither the failure of any Reviewing
Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief,
nor an actual determination by any Reviewing Party that Indemnitee has not met such standard of conduct or did not have such belief,
prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee should be indemnified,
exonerated or held harmless under this Agreement or applicable law, shall be a defense to Indemnitee’s claim or create a
presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. In connection
with any determination by any Reviewing Party or otherwise as to whether the Indemnitee is entitled to be indemnified, exonerated
or held harmless hereunder, the burden of proof shall be on the Company to establish that Indemnitee is not so entitled. 


 






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(d)       Notice
to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 4(b) hereof, the
Company has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement
of such Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter
take all reasonably necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable
as a result of such Claim in accordance with the terms of such policies. 


 


(e)       Selection
of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless
rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled
to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon
the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval
of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under
this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to
the same Claim; provided,
however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate
counsel in any such Claim 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 continue to retain
such counsel to defend such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which
Indemnitee may receive indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have
the right to conduct such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding
against Indemnitee without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release
of Indemnitee by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release
is not obtained, the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee
may now, or hereafter, be entitled to under this Agreement, the Company’s Certificate of Incorporation, the Bylaws, any
agreement, any vote of stockholders or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”)
or otherwise. 


 


		5.	Additional
                                         Indemnification Rights; Nonexclusivity.



 


(a)       Scope.
The Company hereby agrees to indemnify, exonerate and hold harmless the Indemnitee to the fullest extent permitted by law, notwithstanding
that such indemnification, exoneration or hold harmless right is not specifically authorized by the other provisions of this Agreement,
the Company’s Certificate of Incorporation, the Bylaws or by statute, a vote of stockholders or a resolution of directors,
or otherwise. The rights of indemnification and to receive Expense Advances as provided by this Agreement shall be interpreted
independently of, and without reference to, any other such rights to which Indemnitee may at any time be entitled. 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, exonerate or hold harmless a member of its board of directors or an officer, employee, agent or fiduciary, it is
the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater
benefits afforded by such change. In the event of any change in any applicable law, statute or rule which narrows the right of
a Delaware corporation to indemnify, exonerate or hold harmless a member of its board of directors or an officer, employee, agent
or fiduciary, such change, 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 except as set forth in Section 10(a)
hereof.


 






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(b)       Nonexclusivity.
The indemnification, exoneration or hold harmless rights and the payment of Expense Advances provided by this Agreement shall
be in addition to any rights to which Indemnitee may be entitled under the Company’s Certificate of Incorporation, the Bylaws,
any other agreement, any vote of stockholders or disinterested directors, the DGCL, or otherwise. The indemnification, exoneration
or hold harmless rights and the payment of Expense Advances provided under this Agreement shall continue as to Indemnitee for
any action taken or not taken while serving in an indemnified, exonerated or held harmless capacity even though subsequent thereto
Indemnitee may have ceased to serve in such capacity. 


 


6.                 
No Duplication of Payments. The Company shall not be liable under this Agreement
to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any insurance policy, provision of the Company’s Certificate of Incorporation, the Bylaws or otherwise) of
the amounts otherwise payable hereunder, except as provided in Section 18 below. 


 


7.                 
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement
to indemnification, exoneration or hold harmless rights by the Company for some or a portion of Expenses incurred in connection
with any Claim, but not, however, for the total amount thereof, the Company shall nevertheless indemnify, exonerate or hold harmless
Indemnitee for the portion of such Expenses to which Indemnitee is entitled. 


 


8.                 
Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances,
federal law or applicable public policy may prohibit the Company from indemnifying, exonerating or holding harmless its directors,
officers, employees, agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the
Company may be required in the future to undertake with the Securities and Exchange Commission to submit the question of indemnification,
exoneration or hold harmless rights to a court in certain circumstances for a determination of the Company’s right under
public policy to indemnify, exonerate or hold harmless Indemnitee. 


 


9.                 
Liability Insurance. To the extent the Company maintains liability insurance applicable
to directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to
provide Indemnitee the same rights and benefits as are provided to the most favorably insured of the Company’s directors
who are not employees of the Company, if Indemnitee is a director who is not employed by the Company; or of the Company’s
officers, if Indemnitee is a director of the Company and is also employed by the Company, or is not a director of the Company
but is an officer; or in the Company’s sole discretion, if Indemnitee is not an officer or director but is an employee,
agent or fiduciary. 


 






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10.             
Exceptions. Notwithstanding any other provision of this Agreement, the Company shall
not be obligated pursuant to the terms of this Agreement: 


 


(a)       Excluded
Action or Omissions. To indemnify, exonerate or hold harmless Indemnitee for Expenses resulting from acts, omissions or transactions
for which Indemnitee is prohibited from receiving indemnification, exoneration or hold harmless rights under this Agreement or
applicable law; provided,
however, that notwithstanding any limitation set forth in this Section 10(a) regarding the
Company’s obligation to provide indemnification, exoneration or hold harmless rights to Indemnitee, Indemnitee shall be
entitled under Section 3 to receive Expense Advances hereunder with respect to any such Claim unless and until a court having
jurisdiction over the Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been
exhausted or lapsed) that Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited from receiving
indemnification under this Agreement or applicable law. 


 


(b)       Claims
Initiated by Indemnitee. To indemnify, exonerate or hold harmless or make Expense Advances to Indemnitee with respect to Claims
initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or cross claim, except (i) with respect
to actions or proceedings brought to establish or enforce an indemnification, exoneration or hold harmless right under this Agreement
or any other agreement or insurance policy or under the Company’s Certificate of Incorporation or Bylaws now or hereafter
in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation
or bringing of such Claim or (iii) as otherwise required under Section 145 of the DGCL, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification, exoneration, hold harmless right, Expense Advances or insurance
recovery, as the case may be. 


 


(c)       Lack
of Good Faith. To indemnify, exonerate or hold harmless Indemnitee for any Expenses incurred by Indemnitee with respect to
any action instituted (i) by Indemnitee to enforce or interpret this Agreement, if a court having jurisdiction over such
action determines as provided in Section 13 hereof that each of the material assertions made by Indemnitee as a basis for such
action was not made in good faith or was frivolous or (ii) by or in the name of the Company to enforce or interpret this
Agreement, if a court having jurisdiction over such action determines as provided in Section 13 hereof that each of the material
defenses asserted by Indemnitee in such action was made in bad faith or was frivolous. 


 


(d)       Claims
Under Section 16(b) or Sarbanes-Oxley Act. To indemnify, exonerate or hold harmless Indemnitee for expenses and 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 any reimbursement of the Company by Indemnitee of any bonus or other
incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company,
as required in each case under the Exchange Act of 1934, as amended (including any such reimbursements that arise from an accounting
restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”),
or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section
306 of the Sarbanes-Oxley Act); provided, however, that notwithstanding any limitation set forth in this Section 10(d) regarding
the Company’s obligation to provide indemnification or exoneration or hold harmless, Indemnitee
shall be entitled under Section 3 hereof to receive Expense Advances hereunder with respect to any such Claim unless and
until a court having jurisdiction over the Claim shall have made a final judicial determination (as to which all rights of appeal
therefrom have been exhausted or lapsed) that Indemnitee has violated said statute.


 






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11.             
Counterparts. This Agreement may be executed in counterparts and by facsimile or electronic
transmission, each of which shall constitute an original and all of which, together, shall constitute one instrument. 


 


12.             
Binding Effect; Successors and Assigns. This Agreement shall be binding upon, inure to
the benefit of and be enforceable by the parties hereto and their respective successors and assigns (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),
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. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as a director, officer,
employee, agent or fiduciary (as applicable) of the Company or of any other enterprise at the Company’s request.


 


13.             
Expenses Incurred in Action Relating to Enforcement or Interpretation. In the event that
any action is instituted by Indemnitee under this Agreement or under any liability insurance policies maintained by the Company
to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be indemnified for all Expenses incurred
by Indemnitee with respect to such action (including without limitation attorneys’ fees), regardless of whether Indemnitee
is ultimately successful in such action, unless as a part of such action a court having jurisdiction over such action makes a
final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that each of the material
assertions made by Indemnitee as a basis for such action was not made in good faith or was frivolous; provided, however,
that until such final judicial determination is made, Indemnitee shall be entitled under Section 3 to receive payment of
Expense Advances hereunder with respect to such action. In the event of an action instituted by or in the name of the Company
under this Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled to be indemnified,
exonerated or held harmless for all Expenses incurred by Indemnitee in defense of such action (including without limitation costs
and expenses incurred with respect to Indemnitee’s counterclaims and cross-claims made in such action), unless as a part
of such action a court having jurisdiction over such action makes a final judicial determination (as to which all rights of appeal
therefrom have been exhausted or lapsed) that each of the material defenses asserted by Indemnitee in such action was made in
bad faith or was frivolous; provided, however, that until such final judicial determination is made, Indemnitee
shall be entitled under Section 3 to receive payment of Expense Advances hereunder with respect to such action. 


 


14.              
Notices. All
notices, requests, demands and other communications under this Agreement shall be in writing (including electronic mail) and shall
be deemed duly given (i) if delivered by hand and signed for by the party addressed, on the date of such delivery, (ii) if
mailed by domestic certified or registered mail with postage
prepaid, on the third business day after the date postmarked or (iii) if sent electronically by electronic mail, on the business
day sent if sent before 7:00 P.M. Eastern Time on that day or the next business day after the date sent if sent after 7:00 P.M.
Eastern Time on the business day sent. Addresses (including electronic addresses, if applicable) for notice to either party are
as shown on the signature page of this Agreement or as subsequently modified by written notice.


 






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15.             
Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to
the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises
out of or relates to this Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted and
continued only in the Court of Chancery of the State of Delaware in and for New Castle County, which shall be the exclusive and
only proper forum for adjudicating such a claim. 


 


16.             
Severability. The provisions of this Agreement shall be severable in the event that any
of the provisions hereof (including any provision within a single section, paragraph or sentence) are held by a court of competent
jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest
extent permitted by law. Furthermore, to the fullest extent possible, the provisions of this Agreement (including without limitation
each portion of this Agreement containing any provision held to be invalid, void or otherwise unenforceable, that is not itself
invalid, void or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid,
illegal or unenforceable. 


 


17.             
Choice of Law. This Agreement, and all rights, remedies, liabilities, powers and duties
of the parties to this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware without
regard to principles of conflicts of laws. 


 


18.             
Primacy of Indemnification; 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 from any insurance
policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure
such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company
or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, or (ii) any insurance
policy purchased or maintained by Indemnitee. 


 


19.             
Amendment and Termination. No amendment, modification, termination or cancellation of
this Agreement shall be effective unless it is in writing signed by both the parties hereto. No waiver of any of the provisions
of this Agreement shall be deemed to be or shall constitute a waiver of any other provisions hereof (whether or not similar),
nor shall such waiver constitute a continuing waiver. 


 


20.             
Integration and Entire Agreement. This Agreement sets forth the entire understanding
between the parties hereto and supersedes and merges all previous written and oral negotiations, commitments, understandings and
agreements relating to the subject matter hereof between the parties hereto, including any existing director or officer indemnification
agreement; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation,
the Bylaws, any directors and officers insurance maintained by the Company and applicable law, and shall not be deemed a substitute
therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 






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21.             
No Construction as Employment Agreement. Nothing contained in this Agreement shall be construed as giving Indemnitee
any right to employment by the Company or any of its subsidiaries or affiliated entities.


 


22.             
Additional Acts. If for the validation of any of the provisions in this Agreement any act, resolution, approval or
other procedure is required, the Company undertakes to cause such act, resolution, approval or other procedure to be affected
or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


(The
remainder of this page is intentionally left blank.)


 






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


 


	 	PURECYCLE
    TECHNOLOGIES, INC.
	 	 
	 	By:	                     
	 	 	Authorized
    Officer
	 	 
	 	Address:
	 	 
	 	5950
    Hazeltine National Drive
	 	Suite
    650
	 	Orlando,
    Florida 32822
	 	 
	 	Electronic
    Mail:




 


	Agreed
    to and accepted by:	 
	 	 
	INDEMNITEE:	 
	 	 
	By:	 	 
	 	[Indemnitee]	 
	 	 
	Date:
    [Date]	 
	 	 
	Address:	 
	


[Address]

	 
	 	 
	Electronic
    Mail:	 
	[Email
    Address]	 




 






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EXHIBIT
A


 


Form
of Undertaking


 


AFFIRMATION
AND UNDERTAKING FOR ADVANCE OF EXPENSES


PURSUANT
TO SECTION 145(e) OF THE GENERAL CORPORATION LAW 


OF
THE STATE OF DELAWARE


 


Pursuant
to Section 145(e) of the General Corporation Law of the State of Delaware (the “DGCL”), Article IX,
Section 2 of the Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”)
of PureCycle Technologies, Inc. (formerly known as Roth CH Acquisition I Co. Parent Corp.) (the “Company”),
and Section 3(a) of my Indemnification Agreement with the Company (the “Indemnification Agreement”),
I understand that I must provide a written undertaking in order for the Company to make Expense Advances to me in connection with
[NAME OF PROCEEDING], as well as in any related action, suit or proceeding that is threatened, pending or may be filed in the
future in which I am a party, a witness or other participant.


 


The
capitalized terms used herein and not otherwise defined shall have the meanings specified in the Indemnification Agreement.


 


I
hereby affirm my good-faith belief that I have met the standard of conduct for indemnification imposed by Section 145(d) of the
DGCL. I affirm that in connection with the matters for which I seek Expense Advances, I have acted in good faith and in a manner
I reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or
proceeding, had no reasonable cause to believe that such conduct was unlawful.


 


I
hereby undertake to repay the Expense Advances if it is ultimately determined that I am not entitled to be indemnified, exonerated
or held harmless therefor by the Company under Section 145 of the DGCL, Article IX, Section 2 of the Certificate of Incorporation
or the Indemnification Agreement.


 


This
undertaking is a general, unsecured obligation, and no interest shall be charged hereon.


 


I
have executed this Affirmation and Undertaking on this ___ day of __________, 20__.


 


_________________________________