FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2022 • DHC Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], [●], is made and entered into by and among (i) GLORIFI, INC., a Delaware corporation (the “Company”) (formerly known as DHC ACQUISITION CORP. (“DHC”), a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), (ii) DHC SPONSOR, LLC a Delaware limited liability company (the “Sponsor”) and (iii) the other undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and, collectively, the “Holders”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 25th, 2022 • DHC Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of July 25, 2022, by and among DHC Acquisition Corp, a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation) (the “Acquiror”), and each of the stockholder parties identified on Exhibit A hereto (collectively, the “Stockholder Parties”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Business Combination Agreement (as defined below).
FORM OF STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • July 25th, 2022 • DHC Acquisition Corp. • Blank checks • Delaware
THIS STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is dated as of July 25, 2022, by and among DHC ACQUISITION CORP, a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), [COMPANY STOCKHOLDER] (the “Company Stockholder”), and With Purpose, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FORM OF SPONSOR AGREEMENTSponsor Agreement • July 25th, 2022 • DHC Acquisition Corp. • Blank checks • Delaware
THIS SPONSOR AGREEMENT (this “Sponsor Agreement”) is dated as of July 25, 2022, by and among DHC SPONSOR, LLC, a Delaware limited liability company (“Sponsor”), DHC ACQUISITION CORP, a Cayman Islands exempted company (together with its successors, including after the Domestication) (“Acquiror”), WITH PURPOSE, INC., a Delaware corporation (the “Company”) and, solely for purposes of Section 1.8 hereof, each of the undersigned designated as “Insiders” on the signature pages hereto (the “Insiders”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among DHC ACQUISITION CORP, GLORY MERGER SUBSIDIARY CORP. and WITH PURPOSE, INC. Dated as of July 25, 2022Business Combination Agreement and Plan of Reorganization • July 25th, 2022 • DHC Acquisition Corp. • Blank checks • Delaware
registered in the name of each stockholder; provided, that such list shall not be required to contain the electronic mail address or other electronic contact information of any stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten (10) days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. If the meeting is to be held at a place, then the list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then such list shall also be open to the examination of any stockholder during the whole time of the meeting o
