Exhibit
10.8


 


INDEMNIFICATION
AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [DATE] between Dorchester Capital
Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned indemnitee (“Indemnitee”).


 


WITNESSETH
THAT:


 


WHEREAS,
Indemnitee is either a member of the board of directors of the Company (the “Board”) or an officer of the Company,
or both, and in such capacity or capacities is performing a valuable service for the Company;


 


WHEREAS,
the Company is aware that competent and experienced persons are increasingly reluctant to serve as directors or officers of corporations
or other business entities unless they are protected by comprehensive indemnification and liability insurance, due to increased exposure
to litigation costs and risks resulting from their service to such corporations, and because the exposure frequently bears no reasonable
relationship to the compensation of such directors and officers;


 


WHEREAS,
the Board of the Company has concluded that, to retain and attract talented and experienced individuals to serve or continue to serve
as officers or directors of the Company, and to encourage such individuals to take the business risks necessary for the success of the
Company, it is necessary for the Company contractually to indemnify directors and officers and to assume for itself to the fullest extent
permitted by law expenses and damages related to claims against such officers and directors in connection with their service to the Company;


 


WHEREAS,
Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”), under which the Company is organized,
empowers the Company to enter into agreements to indemnify and advance expenses to its officers, directors, employees and agents, and
persons who serve, at the request of the Company, as directors, officers, employees or agents of other corporations or enterprises, and
expressly provides that the indemnification provided by the DGCL is not exclusive;


 


WHEREAS,
the Company desires and has requested Indemnitee to serve or continue to serve as a director or officer of the Company free from undue
concern for claims for damages arising out of or related to such services to the Company;


 


WHEREAS,
Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition
that he or she be indemnified as herein provided;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the rights to indemnification and advancement of expenses, and related rights,
provided in the Certificate of Incorporation, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute
therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS,
it is intended that Indemnitee shall be paid promptly by the Company all amounts necessary to effectuate in full the rights provided
herein.


 






     


     


    

 


NOW,
THEREFORE, in consideration of Indemnitee’s agreement to serve as a director or officer from and after the date hereof, and other
good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


 


1. Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such
may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:


 


(a) Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section 1(a) if, by reason of Indemnitee’s Corporate Status (as hereinafter defined), Indemnitee is, or is threatened
to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company.
Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Liabilities and Expenses (each as hereinafter defined)
actually incurred by or on behalf of Indemnitee, in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and
with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.


 


(b) Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(b)
if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any
Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against
all Liabilities and Expenses actually incurred by or on behalf of Indemnitee, in connection with such Proceeding if Indemnitee acted
in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided,
however, if applicable law so provides, no indemnification against such Liabilities or Expenses shall be made in respect of any
claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company unless and to the
extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.


 


(c) Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any
Proceeding, Indemnitee shall be indemnified to the fullest extent permitted by law, as such may be amended from time to time, against
all Expenses actually incurred by or on behalf of Indemnitee in connection therewith. If Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding,
the Company shall indemnify Indemnitee against all Expenses actually incurred by or on behalf of Indemnitee in connection with each successfully
resolved claim, issue or matter. For purposes of this Section 1(c) and without limitation, the termination of any claim, issue
or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue
or matter.


 






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2. Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this
Agreement, the Company shall and hereby does, to the fullest extent permitted by law, indemnify and hold harmless Indemnitee against
all Liabilities and Expenses actually incurred by or on behalf of Indemnitee if, by reason of Indemnitee’s Corporate Status, Indemnitee
is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company),
including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation
that shall exist upon the Company’s obligations pursuant to this Agreement, other than those set forth in Section 9 hereof,
shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures,
and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.


 


3. Contribution.


 


(a) Whether
or not the indemnification provided in Section 1 and Section 2 hereof is available, in respect of any Proceeding in which
the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted by law, the
Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee
to contribute to such payment and the Company hereby irrevocably waives and relinquishes any right of contribution it may have against
Indemnitee.


 


(b) Without
diminishing or impairing the obligations of the Company set forth in Section 3(a), if, for any reason, Indemnitee shall elect
or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with
Indemnitee (or would be if joined in such Proceeding), to the fullest extent permitted by law, the Company shall contribute to the amount
of Liabilities and Expenses actually incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the
Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would
be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction from which such Proceeding
arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform
to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company
other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee,
on the other hand, in connection with the events that resulted in such Liabilities or Expenses, as well as any other equitable considerations
which are required by law to be considered. The relative fault of the Company and all officers, directors or employees of the Company,
other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee,
on the other hand, shall be determined by reference to, among other things, the degree to which their actions were motivated by intent
to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree to which their conduct
is active or passive.


 


(c) To
the fullest extent permitted by law, the Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution
which may be brought by directors, officers or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 






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(d) To
the fullest extent permitted by 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 Liabilities
and/or for Expenses, in connection with any claim relating to a Proceeding under this Agreement, in such proportion as is deemed fair
and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the
Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding, and/or (ii) the relative fault
of the Company (and its directors, officers, employees and agents other than Indemnitee) and Indemnitee in connection with such event(s)
and/or transaction(s).


 


4. Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, if Indemnitee
is, by reason of Indemnitee’s Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding
to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually incurred by or on behalf of Indemnitee
in connection therewith.


 


5. Advancement
of Expenses. Notwithstanding any other provision of this Agreement, if by reason of Indemnitee’s Corporate Status, Indemnitee
is, or is threatened to be made, a party to or participant in any Proceeding (including as a witness), then, to the fullest extent permitted
by law, the Company shall advance to Indemnitee all Expenses incurred by or on behalf of Indemnitee in connection with such Proceeding
in advance of the final disposition of such Proceeding. Expenses the Company is required to advance pursuant to this Section 5
shall be paid within ten (10) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance
or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee and shall, if and to the extent required by the DGCL, include or be preceded or accompanied
by a written undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee
is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall
be unsecured and interest free.


 


6. Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of the parties to this Agreement to secure
for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware.
Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether
Indemnitee is entitled to indemnification under this Agreement:


 


(a) To
obtain indemnification under this Agreement, Indemnitee shall submit to the Corporate Secretary of the Company (or, if the office of
Corporate Secretary is vacant or Indemnitee is the Corporate Secretary, the then highest-ranking officer) 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. The Corporate Secretary of the Company shall, promptly upon receipt
of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the
foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall
not relieve the Company of any liability that it may have to Indemnitee unless, and only to the extent that, such failure actually and
materially prejudices the interests of the Company.


 






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(b) Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, if required by law and
to the extent not otherwise provided pursuant to the terms of this Agreement, a determination with respect to Indemnitee’s entitlement
to indemnification shall be made in the specific case by one of the following three methods: (1) by a majority vote of the Disinterested
Directors (as hereinafter defined), even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority
vote of the Disinterested Directors, even though less than a quorum or (3) if there are no Disinterested Directors, or if the Disinterested
Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; provided,
however, that if a Change in Control has occurred, the determination with respect to Indemnitee’s entitlement to indemnification
shall be made by Independent Counsel. Notice in writing of any determination as to Indemnitee’s entitlement to indemnification
shall be delivered to Indemnitee promptly after such determination is made, and if such determination of entitlement to indemnification
has been made by Independent Counsel in a written opinion to the Board, then such notice shall be accompanied by a copy of such written
opinion. If it is determined that Indemnitee is not entitled to indemnification, then the written notice to Indemnitee (or, if such determination
has been made by Independent Counsel in a written opinion, the copy of such written opinion delivered to Indemnitee) shall disclose the
basis upon which such determination is based.


 


(c) In
the event the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be
selected as provided in this Section 6(c). If a Change in Control has not occurred, the Independent Counsel shall be selected
by the Board (including a vote of a majority of the Disinterested Directors if obtainable), and the Company shall give written notice
to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. Indemnitee may, within 10 days after such written
notice of selection shall have been given, deliver to the Company 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 12 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 (as hereinafter defined) so selected shall act as Independent Counsel.
If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until
such objection is withdrawn or a court has determined that such objection is without merit. If a Change in Control has occurred, the
Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which
event the preceding sentence shall apply), and approved by the Board within 15 days after notification by Indemnitee. If (i) an Independent
Counsel is to make the determination of entitlement pursuant to this Section 6, and (ii) within 20 days after submission by Indemnitee
of a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected, either
the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution
of any objection which shall have been made by Indemnitee to the Company’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 6(b) hereof.
The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection
with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures
of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.


 






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(d) With
respect to any judicial proceeding or arbitration pursuant to Section 7 of this Agreement brought by Indemnitee to enforce a right
to indemnification hereunder, or any action, suit, or proceeding brought by the Company to recover an advancement of Expenses (whether
pursuant to the terms of an undertaking or otherwise), neither the failure of the Company (including by its directors or Independent
Counsel) to have made a determination prior to the commencement of any judicial proceeding or arbitration pursuant to Section 7
of this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable
standard of conduct, shall create a presumption that Indemnitee has not met the applicable standard of conduct or, in the case of a judicial
proceeding or arbitration pursuant to Section 7 hereof brought by Indemnitee seeking to enforce a right to indemnification, be
a defense to such proceeding or arbitration.


 


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


 


(f) If
the Person empowered or selected under this Section 6 to determine whether Indemnitee is entitled to indemnification 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 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, and such right to indemnification shall be enforceable by Indemnitee in any court of competent jurisdiction.


 


(g) Indemnitee
shall reasonably cooperate with the Person making such determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such Person 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 Independent
Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith in making a determination regarding
Indemnitee’s entitlement to indemnification under this Agreement. To the fullest extent permitted by law, any Expenses incurred
by Indemnitee in so cooperating with the Person making such determination shall be borne by the Company and the Company hereby indemnifies
and agrees to hold Indemnitee harmless therefrom.


 






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(h) With
respect to any Proceeding as to which Indemnitee notifies the Company of the commencement thereof the Company will be entitled to participate
therein at its own expense. The Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense
thereof, with counsel reasonably satisfactory to Indemnitee; provided, however, that the Company shall not be entitled to assume
the defense of any Proceeding if there has been a Change in Control or if Indemnitee shall have reasonably concluded that there may be
a conflict of interest between the Company and Indemnitee with respect to such Proceeding. After notice from the Company to Indemnitee
of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any Expenses subsequently
incurred by Indemnitee in connection with the defense thereof, other than reasonable costs of investigation or as otherwise provided
below. Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the fees and expenses of such
counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless:


 


(i) the
employment of counsel by Indemnitee has been authorized by the Company;


 


(ii) Indemnitee
shall have reasonably concluded that counsel engaged by the Company may not adequately represent Indemnitee due to, among other things,
actual or potential differing interests; or


 


(iii) the
Company shall not in fact have employed counsel to assume the defense in such Proceeding or shall not in fact have assumed such defense
and be acting in connection therewith with reasonable diligence; in each of which cases the fees and expenses of such counsel shall be
at the expense of the Company.


 


(i) The
Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid
expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved
in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding
with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise
in such Proceeding. The Company shall not settle any claim in any manner that would impose any fine or any obligation on Indemnitee without
Indemnitee’s prior written consent.


 


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


 






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7. Remedies
of Indemnitee.


 


(a) Subject
to Section 9, in the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is
not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of
this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement
within forty-five (45) days (or in the case of an advancement of Expenses in accordance with Section 4, twenty (20) days; provided
that Indemnitee has, if and to the extent required by the DGCL, delivered the undertaking contemplated in Section 4) after
receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 1(c)
of this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification is
not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination
is deemed to have been made pursuant to Section 6 of this Agreement, or (vi) contribution is not made pursuant to Section 3
of this Agreement within ten (10) days after receipt by the Company of a written request therefor, then Indemnitee shall be entitled
to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s
entitlement to such indemnification, contribution or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option,
may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American
Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within one (1)
year following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 7; provided,
however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce Indemnitee’s
rights under Section 1(c) of this Agreement. Except as set forth herein, the provisions of Delaware law (without regard to its
conflict-of-law rules) shall apply to any such arbitration.


 


(b) In
the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 7 shall be conducted in all respects
as a de novo trial, or arbitration, on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under
Section 6(b). In any judicial proceeding or arbitration commenced pursuant to this Section 7 brought by Indemnitee to enforce
rights to indemnification or to an advancement of Expenses hereunder, or in any action, suit, or proceeding brought by the Company to
recover an advancement of expenses (whether pursuant to the terms of an undertaking or otherwise), Indemnitee shall be presumed
to be entitled to indemnification or advancement of Expenses, as the case may be, under this Agreement and the Company shall have the
burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. It shall be a defense
in any judicial proceeding or arbitration pursuant to this Section 7 to enforce rights to indemnification hereunder (other than
pursuant to Section 1(c)) that Indemnitee has not met the standards of conduct set forth in Section 1(a) or Section
1(b), as the case may be, but the burden of proving such defense shall be on the Company. For the avoidance of doubt, it shall not
be a defense in any judicial proceeding or arbitration pursuant to Section 7 hereof to enforce a right to an advancement of Expenses
under Section 5 hereof that Indemnitee has not met the standards of conduct set forth in Section 1(a) or Section
1(b), as the case may be. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 7 and it is
determined in such judicial proceeding or arbitration that Indemnitee must reimburse the Company for advance of expenses, Indemnitee
shall not be required to reimburse the Company for any advances pursuant to Section 5 until a final determination is made with
respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 






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(c) If
a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not
materially misleading, in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 


(d) In
the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication or arbitration of Indemnitee’s rights
under, or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance
policies maintained by the Company, or in the event of any action, suit, or proceeding brought by the Company to recover an advancement
of expenses from Indemnitee (whether pursuant to the terms of an undertaking or otherwise), then, to the fullest extent permitted by
law, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all Expenses
incurred by or on behalf of Indemnitee in connection with such judicial adjudication or arbitration or such action, suit, or proceeding,
but only if (and only to the extent) Indemnitee prevails therein. If it shall be determined in such judicial adjudication or arbitration,
or such action, suit, or proceeding, that Indemnitee is entitled to receive part but not all of the indemnification or advancement of
Expenses sought, the Expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration or such action, suit,
or proceeding shall be appropriately prorated. In addition, the Company shall advance to Indemnitee all Expenses incurred by or on behalf
of Indemnitee in connection with any judicial adjudication or arbitration pursuant to this Section 7 brought by Indemnitee to
enforce rights to indemnification or to an advancement of Expenses hereunder, or in any action, suit, or proceeding brought by the Company
to recover an advancement of expenses (whether pursuant to the terms of an undertaking or otherwise); provided, however, that if required
by law, Indemnitee shall provide (prior to receiving any advancement of Expenses pursuant to this Section 7(d)) a written undertaking
to repay any Expenses so advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such
Expenses.


 


(e) The
Company shall, to the extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration commenced pursuant
to this Section 7 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.


 


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


 


8. Non-Exclusivity;
Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a) The
rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other
rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation of the Company (the “Charter”),
the Bylaws, any agreement, a vote of stockholders, a resolution of directors or otherwise, of the Company. 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 Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. To the
extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently
under the Charter, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the
greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy,
and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. 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.


 


(b) 


 


(i) The
Company shall, if commercially reasonable, obtain and maintain in effect during the entire period described in Section 10 for
which the Company is obligated to indemnify Indemnitee under this Agreement, one or more policies of insurance with reputable insurance
companies to provide the directors and officers of the Company with coverage for losses from wrongful acts and omissions and to ensure
the Company’s performance of its indemnification obligations under this Agreement (“D&O Insurance”); provided,
that in connection with a Change of Control that occurs prior to the termination of the period described in Section 10 for which
the Company is obligated to indemnify Indemnitee, the Company shall instead purchase a six (6) year pre-paid “tail policy”
(a “Tail Policy”) on terms and conditions (in both amount and scope) providing substantially equivalent benefits to
Indemnitee as the D&O Insurance in effect as of the closing of the Change of Control (the “Change of Control Closing Date”)
with respect to matters arising on or prior to the earlier of (i) the Change of Control Closing Date and (ii) the date on which Indemnitee
ceased serving as a director, officer or fiduciary of the Company, any direct or indirect subsidiary of the Company or of any other corporation,
partnership, joint venture, trust or other enterprise at the express written consent of the Company.


 






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(ii) Indemnitee
shall be covered by such D&O Policies (including any Tail Policy) in accordance with its or their terms to the maximum extent of
the coverage available for any such officer or director under such D&O Policies. In all such D&O Policies, Indemnitee shall be
named as an insured in such a manner as to provide Indemnitee with the same rights and benefits as are accorded to the most favorably
insured of the Company’s directors and officers. At the time of the receipt of a notice of a claim pursuant to the terms hereof,
the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth
in the respective D&O Policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay,
on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such D&O Policies.


 


(c) The
Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided
by one or more Persons with whom or which Indemnitee may be associated (collectively, the “Fund Indemnitors”). The
Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation
of the Fund Indemnitors to advance Expenses or to provide indemnification for the same Liabilities or Expenses incurred by Indemnitee
is secondary), (ii) that it shall be required to advance the full amount of Expenses actually incurred by Indemnitee and shall be liable
for the full amount of all Liabilities and Expenses to the extent legally permitted and as required by the terms of this Agreement and
the Charter or Bylaws of the Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee
may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any
and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company
further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee
has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or
be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company
and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 8(c). Except as provided
in Section 8(c) above, in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee (other than against the Fund Indemnitors), who shall execute all papers required and take
all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit
to enforce such rights.


 


(d) Except
as provided in Section 8(c) above, the Company shall not be liable under this Agreement to make any payment of amounts otherwise
indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise.


 


(e) Except
as provided in Section 8(c) above, the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who
is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification
or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.


 


9. Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement
to make any indemnity:


 


(a) In
connection with any claim made against Indemnitee, for an accounting of profits made from the purchase and sale (or sale and purchase)
by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (as hereinafter defined), or similar
provisions of state statutory law or common law, except as provided in Section 1(c) hereof with respect to indemnification of
Expenses in connection with whole or partial success on the merits or otherwise in defending any Proceeding; or


 


(b) In
connection with any claim made against Indemnitee, for reimbursement to the Company 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 in each case as required under the Exchange
Act, except as provided in Section 1(c) hereof with respect to indemnification of Expenses in connection with whole or partial
success on the merits or otherwise in defending any Proceeding; or


 


(c) in
connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any
Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Company
has joined in or the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, (ii) the Company provides
the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law, or (iii) the Proceeding
is one to enforce Indemnitee’s rights under this Agreement.


 






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10. Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue until and terminate upon the later of
(i) ten (10) years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or a director, officer,
trustee, partner, managing member, fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise which Indemnitee served at the request of the Company, and (ii) one (1) year after the final termination
of any Proceeding (including any rights of appeal thereto) in respect of which Indemnitee is granted rights of indemnification or advancement
of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 7 of this Agreement relating thereto (including
any rights of appeal of any Section 7 Proceeding).


 


11. Security.
To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security to
Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral.
Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.


 


12. Definitions.
For purposes of this Agreement:


 


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


 


(i) Acquisition
of Stock by Third Party. Any Person, other than DC-SPAC, LLC, an Oklahoma limited liability company (the “Sponsor”),
or any of its respective affiliates and other than a trustee or other fiduciary holding securities under an employee benefit plan of
the Company 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, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s
then outstanding securities, unless the change in relative “beneficial ownership” (as defined in Rule 13d-3 under the Exchange
Act) of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding securities
entitled to vote generally in the election of directors;


 


(ii) Change
in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a Person
who has entered into an agreement with the Company to effect a transaction described in Section 12(b)(i), 12(b)(iii) or
12(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of
at least a majority 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 (collectively, the “Continuing Directors”), cease for any reason
to constitute at least a majority of the members of the Board;


 


(iii) Corporate
Transactions. The effective date of a merger, capital stock exchange, asset acquisition, reorganization or similar business combination
involving the Company (a “Business Combination”), in each case, unless, following such Business Combination: (A) all
or substantially all of the individuals and entities who were the beneficial owners of securities entitled to vote generally in the election
of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty-one percent (51%)
of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors
resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries (as defined below))
in substantially the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to
vote generally in the election of directors; (B) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting
from such Business Combination) is the beneficial owner, directly or indirectly, of fifteen percent (15%) or more of the combined voting
power of the then outstanding securities entitled to vote generally in the election of directors of the surviving corporation except
to the extent that such ownership existed prior to the Business Combination; and (C) at least a majority of the board of directors of
the corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement,
or of the action of the Board, providing for such Business Combination; and


 






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(iv) Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements
for the sale or disposition by the Company of all or substantially all of the Company’s assets, or, if such approval is not required,
the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions.


 


(b) “Corporate
Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company, any
direct or indirect subsidiary of the Company, or of any other corporation, partnership, joint venture, trust or other enterprise, including
service with respect to an employee benefit plan, that such person is or was serving at the request of the Company; provided, that any
person that serves as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or
other enterprise, of at least 50% of whose equity interests are owned by the Company, shall be conclusively presumed to be serving in
such capacity at the request of the Company.


 


(c) “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.


 


(d) “Enterprise”
shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that Indemnitee
is or was serving at the express written request of the Company as a director, officer, trustee, partner, managing member, employee,
agent or fiduciary.


 


(e) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(f) “Expenses”
shall include all reasonable direct and indirect costs, including attorneys’ fees, retainers, disbursements of counsel, court costs,
filing fees, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating and imaging costs,
printing and binding costs, telephone charges, facsimile transmission charges; computer legal research costs, postage, delivery service
fees, fees and expenses of third-party vendors, the premium, security for, and other costs associated with any bond (including supersedeas
or appeal bonds, injunction bonds, cost bonds, appraisal bonds or their equivalents), and other out-of-pocket costs, disbursements and
expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
participating in, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery
in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding and 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.
Expenses, however, shall not include any Liabilities.


 


(g) “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently
is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such
party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term “Independent Counsel” shall not include any Person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement. The Company agrees to pay the reasonable fees and disbursements 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.


 


(h) “Liabilities”
shall mean damages, losses and liabilities of any type whatsoever, including, but not limited to, any judgments, fines, Employee Retirement
Income Security Act excise taxes and penalties, penalties and amounts paid in settlement (including all interest assessments and other
charges paid or payable in connection with or in respect of such judgments, fines, penalties or amounts paid in settlement) of any Proceeding.


 


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


 






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(j) “Proceeding”
includes any actual, threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened, pending or completed proceeding, and any appeal thereof, whether brought
by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was,
is or will be involved as a party or otherwise, by reason of the Corporate Status of Indemnitee, by reason of any action taken by Indemnitee
or of any inaction on Indemnitee’s part while acting in such Corporate Status, or by reason of the fact that Indemnitee 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; in each case whether or not Indemnitee is acting or serving in any such capacity at the time any
Liability or Expense is incurred for which indemnification can be provided under this Agreement; including one pending on or before the
date of 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: (i)
the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion
of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to
the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed to the fullest extent necessary to conform
to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to the fullest extent possible, the provisions
of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence 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. Without limiting the generality of the foregoing, this Agreement is intended to
confer upon Indemnitee indemnification rights to the fullest extent permitted by law. In the event any provision hereof conflicts with
any applicable law, such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve
such conflict.


 


14. Enforcement
and Binding Effect.


 


(a) 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, officer or key employee of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving as a director, officer or key employee of the Company.


 


(b) Without
limiting any of the rights of Indemnitee under the Charter or Bylaws of the Company as they may be amended from time to time, this Agreement
constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements
and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof.


 


(c) The
indemnification and advancement of expenses provided by, or granted pursuant to, this Agreement shall be binding upon 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 or assets of the Company), shall continue as to an Indemnitee who has ceased
to be a director, officer, employee or agent of the Company or of any other Enterprise at the Company’s request, and shall inure
to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


(d) The
Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to expressly 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.


 






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(e) The
Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable
and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree
that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of
showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be
precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and Indemnitee further agree that
Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary
injunctions and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company
acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the court, and the Company hereby
waives any such requirement of such a bond or undertaking.


 


15. Modification
and Waiver. No supplement, modification, waiver, termination or amendment of this Agreement shall be binding unless executed in writing
by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


16. Notice
By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons,
citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to
indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which it may
have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices the
Company.


 


17. Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given:
(i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal
business hours of the recipient, and if not so confirmed, then on the next business day, (iii) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:


 


(a) To
Indemnitee at the address set forth below Indemnitee’s signature hereto


 


(b) To
the Company at:


 


210
Park Avenue


Suite
3121


Oklahoma
City, OK 73102


Attention:
Corporate Secretary


 


or
to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


18. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 






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19. 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.


 


20. Governing
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard to its conflict-of-laws rules. Except with respect to
any arbitration commenced by Indemnitee pursuant to Section 7 of this Agreement, 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 Chancery Court 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 (and any appellate Court therefrom) for purposes of any action or proceeding arising out of or in connection with this Agreement,
(iii) agree that service of process in any such action or proceeding may be effected by notice given pursuant to Section 17 of
this Agreement, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) 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 inconvenient forum. The foregoing consent to jurisdiction shall not constitute general consent to service of process in the
state for any purpose except as provided above, and shall not be deemed to confer rights on any Person other than the parties to this
Agreement.


 


21. Waiver
of Claims to Trust Account. Notwithstanding anything contained herein to the contrary, Indemnitee hereby agrees that Indemnitee does
not have any right, title, interest or claim of any kind (each, a “Claim”) in or to any monies in the trust account
established in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued
in such offering, and hereby waives any Claim Indemnitee may have in the future as a result of, or arising out of, any services provided
to the Company and will not seek recourse against such trust account for any reason whatsoever. Accordingly, Indemnitee acknowledges
and agrees that any indemnification provided under this Agreement will only be able to be satisfied by the Company if (i) the Company
has sufficient funds outside of the trust account to satisfy its obligations under this Agreement or (ii) the Company consummates a Business
Combination.


 


22. Further
Action. The parties shall execute and deliver all documents, provide all information, and take or refrain from taking such actions
as may be necessary or appropriate to achieve the purposes of this Agreement.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.


 





	 	 	 	Dorchester Capital Acquisition Corp.
	 	 	 	 	 
	 	 	 	By:	         
	 	 	 	Name: 	 
	 	 	 	Title:	 
	 	 	 	 	 
	[INDEMNITEE]	 	 
	 	 	 	 	 
	Name:	         	 	 	 
	Address: 	 	 	 	 
	 	 	 	 	 


 


 


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