Exhibit
10.5


 


SECURITIES
SUBSCRIPTION AGREEMENT


 


This
Securities Subscription Agreement (this “Agreement”), effective as of March 9, 2022, is made and entered into by and
between Dorchester Capital Acquisition Corp., a Delaware corporation (the “Company”), and DC-SPAC, LLC, an Oklahoma
limited liability company (the “Buyer”).


 


RECITALS:


 


WHEREAS,
the Buyer wishes to subscribe for and purchase from the Company an aggregate of 4,312,500 shares (the “Shares”) of
the Company’s Class B Common Stock (as defined below), up to 562,500 of which are subject to forfeiture by the Buyer to the
extent that the underwriters of the initial public offering (the “IPO”) of the Company’s units do not fully
exercise their over-allotment option (the “Over-allotment Option”). The Company wishes to issue and sell the Shares
to the Buyer, on the terms and subject to the conditions set forth in this Agreement.


 


AGREEMENT:


 


NOW,
THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and
for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:


 


Article
I

DEFINITIONS


 


The
terms defined in this Article I shall have for all purposes of this Agreement the respective meanings set forth below:


 


“Agreement”
shall have the meaning set forth in the preamble to this Agreement.


 


“Buyer”
shall have the meaning set forth in the preamble to this Agreement.


 


“Class A
Common Stock” shall mean the Class A Common Stock, $0.0001 par value per share, of the Company.


 


“Class B
Common Stock” shall mean the Class B Common Stock, $0.0001 par value per share, of the Company. Pursuant to the Company’s
certificate of incorporation, as amended to the date hereof, shares of Class B Common Stock will automatically convert into shares
of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth therein.


 


“Closing”
shall have the meaning set forth in Section 2.3 of this Agreement.


 


“Closing
Date” shall have the meaning set forth in Section 2.3 of this Agreement. “Company” shall have the meaning
set forth in the preamble to this Agreement.


 






     


     


    

 


“Consent”
means any consent, approval, notification, waiver, or other similar action that is necessary or convenient.


 


“Governmental
Body” shall mean any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar
recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized organization
or body exercising similar powers or authority.


 


“Law”
shall mean any law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority
enacted, adopted, promulgated or applied by any Governmental Body.


 


“Lien”
shall mean a mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, charge, restriction, lien (statutory or otherwise,
including, without limitation, any lien for taxes), security interest, preference, participation interest, priority or security agreement
or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as any of the foregoing and the filing of any document under
the law of any applicable jurisdiction to evidence any of the foregoing, other than (i) statutory, mechanics’ or other Liens
incurred in the Company’s ordinary course of business or (ii) Liens for taxes incurred but not yet due.


 


“Order”
shall mean an order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under the
supervision of any Governmental Body or arbitrator.


 


“Permit”
shall mean a permit, license, certificate, waiver, notice or similar authorization. “Purchase Price” shall have the meaning
set forth in Section 2.2 of this Agreement.


 


“SEC”
shall mean the United States Securities and Exchange Commission.


 


“Securities
Act” shall mean the United States Securities Act of 1933, as amended, or any successor federal statute, and the applicable
rules and regulations promulgated and in effect from time to time thereunder.


 


“Shares”
shall have the meaning set forth in the recitals to this Agreement. Unless the context otherwise requires, as used in this Agreement,
“Shares” shall be deemed to include any shares of Class A Common Stock issued upon conversion of the shares of Class B
Common Stock comprising the Shares.


 


Article
II

PURCHASE OF THE SHARES


 


Section
2.1  Purchase and Sale of the Shares. Subject to the terms and
conditions hereof and in reliance upon the representations and warranties of the parties contained or incorporated by reference herein,
simultaneous with the execution hereof, the Company shall sell and issue to the Buyer, and the Buyer shall subscribe for and purchase
from the Company, subject to forfeiture, the Shares, in consideration of the payment of the Purchase Price noted herein.


 






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Section
2.2  Purchase Price. As payment in full for the Shares being
subscribed for and purchased under this Agreement, simultaneous with the execution hereof, the Buyer shall pay $25,000 to the Company
by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company (the “Purchase
Price”).


 


Section
2.3  Closing. The closing of the subscription and issuance of
the Shares (the “Closing”) shall be held on the date of this Agreement (“Closing Date”) at the
offices of Hunton Andrews Kurth LLP, 600 Travis Street, Suite 4200, Houston, TX 77002, or such other place as may be agreed upon by the
parties hereto.


 


Section
2.4  Closing Deliveries. All actions taken at the Closing shall
be deemed to have been taken simultaneously.


 


(a)
Buyer Deliveries. At the Closing the Buyer shall deliver to the Company the Purchase Price.


 


(b)
Company Deliveries. At the Closing, or within a reasonable time after the Closing but in no event later than thirty (30) days
after the Closing, the Company shall issue the Shares and shall register, or arrange for the registration of, the Shares in the Company’s
register of stockholders.


 


Section
2.5  Further Assurances. The parties hereto shall execute and
deliver such additional documents and take such additional actions as any party reasonably may deem to be practical and necessary in
order to consummate the transactions contemplated by this Agreement.


 


Section
2.6  Legend. The Shares (or book entries evidencing the Shares)
shall bear a legend in substantially the following form:


 


“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”


 


“THESE
SECURITIES ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN THE LETTER AGREEMENT BY AND BETWEEN THE COMPANY AND THE SPONSOR.
COPIES OF SUCH AGREEMENT MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE.”


 


Article
III

REPRESENTATIONS AND WARRANTIES OF THE BUYER


 


The
Buyer represents and warrants that the statements contained in this Article III are correct an complete as of the date of this
Agreement.


 


Section
3.1  Organization and Good Standing. The Buyer is a limited liability
company duly organized, validly existing and in good standing under the laws of the State of Oklahoma.


 






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Section
3.2  Power and Authority; Enforceability. This Agreement constitutes
the legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms. The Buyer has full
entity power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Buyer has taken all actions
necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and the consummation
of the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by, and is enforceable against,
the Buyer.


 


Section
3.3  Investment Representations.


 


(a)
The Buyer is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act.


 


(b)
The Buyer has received, has thoroughly read, is familiar with and understands the contents of this Agreement.


 


(c)
The Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. The Buyer acknowledges that there
is a substantial risk that it will lose all or a portion of its investment and that it is financially capable of bearing the risk of
such investment for an indefinite period of time. The Buyer has no need for liquidity in its investment in the Shares for the foreseeable
future and is able to bear the risk of that investment for an indefinite period. The Buyer understands that there presently is no public
market for the Shares and none is anticipated to develop in the foreseeable future. The Buyer’s present financial condition is
such that the Buyer is under no present or contemplated future need to dispose of any portion of the Shares subscribed for hereby to
satisfy any existing or contemplated undertaking, need or indebtedness. The Buyer’s overall commitment to investments which are
not readily marketable is not disproportionate to its net worth and the investment in the Company will not cause such overall commitment
to become excessive.


 


(d)
The Buyer acknowledges that the Shares have not been and will not be registered under the Securities Act, or any state securities act,
and are being sold on the basis of exemptions from registration under the Securities Act and applicable state securities acts, except
those state securities acts that require registration of the Shares thereunder. Reliance on such exemptions, where applicable, is predicated
in part on the accuracy of the Buyer’s representations and warranties set forth herein. The Buyer acknowledges and hereby agrees
that the Shares will not be transferable under any circumstances unless the Buyer either registers the Shares in accordance with federal
and state securities laws or finds and complies with an available exemption under such laws. Accordingly, the Buyer hereby acknowledges
that there can be no assurance that it will be able to liquidate its investment in the Company.


 


(e)
There are substantial risk factors pertaining to an investment in the Company. The Buyer acknowledges that it has read the information
set forth above regarding certain of such risks and is familiar with the nature and scope of all such risks, including, without limitation,
risks arising from the fact that the Company is an entity with limited operating history and financial resources; and the Buyer is fully
able to bear the economic risks of such investment for an indefinite period, and can afford a complete loss thereof.


 






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(f)
The Buyer has been given the opportunity to (i) ask questions of and receive answers from the Company and its designated representatives
concerning the terms and conditions of the offering, the Company and the business and financial condition of the Company and (ii) obtain
any additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to assist
the Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. The Buyer further represents
and warrants that, prior to signing this Agreement, it has asked such questions, received such answers and obtained such information
as it has deemed necessary or advisable to evaluate the merits and risks of the purchase of the Shares and an investment in the Company.
The Buyer is not relying on any oral representation made by any person as to the Company or its operations, financial condition or prospects.


 


(g)
The Buyer understands that no federal, state or other governmental authority has made any recommendation, findings or determination relating
to the merits of an investment in the Company.


 


Article
IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


Section
4.1  Organization and Good Standing. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the State of Delaware.


 


Section
4.2  Power and Authority; Enforceability. This Agreement constitutes
the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company has
full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The Company has taken all actions
necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder, and the consummation
of the transactions contemplated hereby. This Agreement has been duly authorized, executed, and delivered by, and is enforceable against,
the Company.


 


Section
4.3  No Violation; Necessary Approvals. Neither the execution
and delivery of this Agreement by the Company, nor the consummation or performance by the Company of any of transactions contemplated
hereby, will: (a) with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under,
loss of benefit or right under or acceleration of performance of any obligation required under any Law, Order, contract or Permit to
which the Company is a party or by which it is bound or any of its assets are subject, or any provision of the Company’s organizational
documents as in effect on the Closing Date; (b) result in the imposition of any lien, claim or encumbrance upon any assets owned
by the Company; (c) require any Consent under any contract or organizational document to which the Company is a party or by which
it is bound; (d) require any Permit under any Law or Order other than (i) required filings, if any, with the SEC and (ii) notifications
or other filings with state or federal regulatory agencies after the Closing that are necessary or convenient and do not require approval
of the agency as a condition to the validity of the transactions contemplated hereunder; or (e) trigger any rights of first refusal,
preferential purchase or similar rights with respect to any of the Shares.


 






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Section
4.4  Authorization of the Shares. The Shares have been duly authorized
and, when issued in accordance with this Agreement and the Company’s certificate of incorporation, the Shares will be duly and
validly issued, fully paid and non-assessable shares of Class B Common Stock and will be free and clear of all Liens and claims,
other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.


 


Article
V

MISCELLANEOUS


 


Section
5.1  Partial or No Exercise of the Over-allotment Option. In
the event the Overallotment Option is not exercised in full, the Buyer acknowledges and agrees that it (or, if applicable, it and/or
any transferees of Shares) shall forfeit any and all rights to such number of Shares (up to an aggregate of 562,500 Shares (as such amount
may be adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) and pro rata based upon the percentage
of the Over-allotment Option exercised) such that immediately following such forfeiture, the Buyer (and all other initial stockholders
of the Company prior to the IPO, if any) will own an aggregate number of Shares equal to 25% of the shares of Class A Common Stock
sold in the IPO.


 


Section
5.2  Termination of Rights as Stockholder. If any of the
Shares are forfeited in accordance with this Article V, then after such time the Buyer (or its successor in interest), shall no
longer have any rights as a holder of such forfeited Shares, and the Company shall take such action as is appropriate to cancel such
forfeited Shares.


 


Article
VI

MISCELLANEOUS


 


Section
6.1  Entire Agreement. This Agreement, together with the certificates,
documents, instruments and writings that are delivered pursuant hereto, 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.


 


Section
6.2  Successors. All of the terms, agreements, covenants, representations,
warranties and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties hereto
and their respective successors.


 


Section
6.3  Assignments. Except as otherwise provided herein, no party
hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of
the other party. Any purported assignment in violation of this Section 6.3 shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee.


 






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Section
6.4  Waiver of Jury Trial. THE PARTIES HERETO EACH HEREBY AGREE
TO WAIVE THE RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING
HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND
ALL ACTIONS THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS, INCLUDING, CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES HERETO EACH ACKNOWLEDGE THAT THIS WAIVER IS
A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP AND THAT THEY WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE
DEALINGS. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN,
THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. IN THE EVENT OF AN ACTION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO TRIAL BY A COURT.


 


Section
6.5  Counterparts. This Agreement may be executed in two or more
counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.


 


Section
6.6  Headings. The article and Section headings contained
in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.


 


Section
6.7  Governing Law. This Agreement, the entire relationship of
the parties hereto and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed
by, construed in accordance with and interpreted pursuant to the laws of the State of Delaware, without giving effect to its choice of
laws principles.


 


Section
6.8  Amendments. This Agreement may not be amended, modified
or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


Section
6.9  Severability. The provisions of this Agreement will be deemed
severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions
hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a Governmental
Body, arbitrator or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the Governmental Body,
arbitrator or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives
such that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable
and will be enforced.


 


Section
6.10  Expenses. Except as otherwise expressly provided in this Agreement, each party
hereto will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement
and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors,
legal counsel and accountants.


 






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Section
6.11  Construction. The parties hereto have participated jointly in the negotiation and
drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted
jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the
authorship of any provision of this Agreement. Any reference to any federal, state, local or foreign Law will be deemed also to refer
to Law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,”
“includes” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine,
feminine and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include
the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein
will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any
respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the
relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto
is in breach of the first representation, warranty or covenant.


 


Section
6.12  Waiver. No waiver by any party hereto of any default, misrepresentation or breach
of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation
or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.


 


 


[Signature
page follows]


 






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IN
WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.


 





	 	COMPANY:
	 	 
	 	DORCHESTER
    CAPITAL ACQUISITION CORP.
	 	 
	 	By:
    	/s/
Brian P. Shannon 
	 	Name:	Brian
    P. Shannon
	 	Title:
    	Chief
    Executive Officer
	 	 
	 	 
	 	BUYER:
	 	 
	 	DC-SPAC,
    LLC
	 	 
	 	By: 	/s/ John
    T. Perri 
	 	Name:	John T.
    Perri
	 	Title:	Manager


 


 


[Signature
Page to Securities Subscription Agreement]


 






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