EX-10.5





 Exhibit 10.5 

EXECUTION VERSION 
 DHC
ACQUISITION CORP. 
 535 Silicon Drive, Suite 100 

Southlake, TX 76092 
 March 4,
2021 
 DHC Sponsor, LLC 
 535 Silicon Drive, Suite 100 

Southlake, TX 76092 
 Ladies and Gentlemen: 

This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement
(the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of DHC Acquisition Corp. (the “Company”) and continuing until the earlier of
(i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the
“Termination Date”), DHC Sponsor, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be
required by the Company from time to time, situated at 535 Silicon Drive, Suite 100, Southlake, TX 76092 (or any successor location). In exchange therefore, the Company shall pay the Sponsor a sum of $10,000 per month on the Effective Date and
continuing monthly thereafter until the Termination Date. The Sponsor hereby agrees that it does not have any right, title, interest or claim of any kind (a “Claim”) in or to any monies that may be set aside in a trust
account (the “Trust Account”) that may be established upon the consummation of the IPO and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or
agreements with the Company and will not seek recourse against the Trust Account for any reason whatsoever. 
 This letter agreement constitutes the entire
agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the
subject matter hereof or the transactions contemplated hereby. 
 This letter agreement may not be amended, modified or waived as to any particular
provision, except by a written instrument executed by the parties hereto. 
 The parties may not assign this letter agreement and any of their rights,
interests, or obligations hereunder without the consent of the other party. 
 This letter agreement shall be governed by, construed in accordance with, and
interpreted pursuant to the laws of the State of New York, without giving effect to its choice of laws principles that will apply the laws of another jurisdiction. 

This letter agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together
shall constitute one and the same agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this letter agreement. 

[Signature Page Follows] 












 
			
	 Very truly yours,

	
	 DHC ACQUISITION CORP.

		
	By:	 	/s/ Christopher Gaertner
	 Name:
	 	 Christopher Gaertner

	 Title:
	 	 Co-Chief Executive Officer



  

			
	 AGREED TO AND ACCEPTED BY:

	
	 DHC SPONSOR, LLC

		
	By:	 	/s/ Christopher Gaertner
	 Name:
	 	 Christopher Gaertner

	 Title:
	 	 Manager