15,000,000 Units DORCHESTER CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 14th, 2022 • Dorchester Capital Acquisition Corp. • Blank checks • New York
Dorchester Capital Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (“EarlyBirdCapital”) and Stephens Inc. (each, a “Representative” and collectively, the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
FORM OF WARRANT AGREEMENT between DORCHESTER CAPITAL ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [ ], 2022Warrant Agreement • July 14th, 2022 • Dorchester Capital Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2022 is by and between Dorchester Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 14th, 2022 • Dorchester Capital Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Dorchester Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2022 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[ ] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 14th, 2022 • Dorchester Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [__________], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Dorchester Capital Acquisition Corp., a Delaware corporation (the “Company”), and DC-SPAC, LLC, an Oklahoma limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 14th, 2022 • Dorchester Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2022, is made and entered into by and among Dorchester Capital Acquisition Corp., a Delaware corporation (the “Company”), DC-SPAC, LLC, an Oklahoma limited liability company (the “Sponsor”) and EarlyBirdCapital, Inc. (“EBC”) (together with the Sponsor, EBC 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”).
Dorchester Capital Acquisition Corp. Oklahoma City, Oklahoma 73102 EarlyBirdCapital, Inc. 366 Madison Ave 8th Floor New York, NY 10017 Stephens, Inc. 65 E 55th Street, 22nd Floor New York, NY 10022Prior Letter Agreement • July 14th, 2022 • Dorchester Capital Acquisition Corp. • Blank checks • New York
This Letter Agreement is being delivered to you in anticipation of the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Dorchester Capital Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. and Stephens Inc. (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 15,000,000 of the Company’s units (including up to an additional 2,250,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one whole share of the Class A Common Stock at a price of $11.50 per share, subject to adjustment, provided that Warrants may be exercised only for whole shares. The Units shall be sold in the Public Offering pursuant
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 14th, 2022 • Dorchester Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [__________], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Dorchester Capital Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc., a Delaware corporation and a representative of the underwriters in connection with the Public Offering (as defined below) (the “Purchaser”).
