Exhibit 10.1


 


THIS
PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION
OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.


 


PROMISSORY
NOTE


 





	Not to Exceed $150,000 	March 23, 2022


 


FOR
VALUE RECEIVED, the undersigned Dorchester Capital Acquisition Corp., a Delaware corporation (“Maker” or the
“Company”), whose address is 210 Park Avenue, Suite 3121, Oklahoma City, Oklahoma 73102, hereby unconditionally
promises to pay to the order of DC-SPAC, LLC, an Oklahoma limited liability company (“Payee”), at Payee’s
office at 210 Park Avenue, Suite 3121, Oklahoma City, Oklahoma 73102 (or such other address specified by Payee to Maker), the sum of
ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid
under this Note, in legal and lawful money of the United States of America.


 


Payee
may make advances to Maker from time to time under this Note; provided, however, that notwithstanding anything to the contrary herein,
at no time shall the aggregate of all advances and re-advances outstanding under this Note exceed $150,000


 


This
is a non-interest bearing Note.


 


The
entire unpaid principal balance of this Note shall be due and payable upon the earliest of (i) the date that is 180 days following the
date hereof, (ii) the date on which Maker consummates an initial public offering of its securities (“IPO”) and (iii) the
date on which Maker determines to not proceed with such IPO.


 


If
payment of this Note or any installment of this Note is not made when due, the entire indebtedness hereunder, at the option of Payee,
shall immediately become due and payable, and Payee shall be entitled to pursue any or all remedies to which Payee is entitled hereunder,
or at law or in equity.


 


This
Note may be prepaid, in whole or in part, without penalty. This Note may not be changed, amended or modified except in a writing expressly
intended for such purpose and executed by the party against whom enforcement of the change, amendment or modification is sought. The
loan evidenced by this Note is made solely for business purposes.


 


THIS
NOTE IS BEING EXECUTED AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF NEW YORK. EXCEPT TO THE EXTENT THAT THE LAWS OF
THE UNITED STATES MAY APPLY TO THE TERMS HEREOF, THE SUBSTANTIVE LAWS OF THE STATE OF NEW YORK SHALL GOVERN THE VALIDITY, CONSTRUCTION,
ENFORCEMENT AND INTERPRETATION OF THIS NOTE. IN THE EVENT OF A DISPUTE INVOLVING THIS NOTE OR ANY OTHER INSTRUMENTS EXECUTED IN CONNECTION
HEREWITH, THE UNDERSIGNED PARTIES IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE IN ANY COURT OF COMPETENT JURISDICTION IN THE
STATE OF NEW YORK.


 






     


     


    

 


Service
of any notice by Maker to Payee or by Payee to Maker, shall be mailed, postage prepaid by certified United States mail, return receipt
requested, at the address for such party set forth in this Note, or at such subsequent address provided to the other party hereto in
the manner set forth in this paragraph for all notices. Any such notice shall be deemed given three (3) days after deposit thereof in
an official depository under the care and custody of the United States Postal Service.


 


Should
the indebtedness represented by this Note or any part thereof be collected at law or in equity or through any bankruptcy, receivership,
probate or other court proceedings or if this Note is placed in the hands of attorneys for collection after default, the undersigned
and all endorsers, guarantors and sureties of this Note jointly and severally agree to pay to the holder of this Note, in addition to
the principal and interest due and payable hereon, reasonable attorneys’ and collection fees.


 


The
undersigned and all endorsers, guarantors and sureties of this Note and all other persons liable or to become liable on this Note severally
waive presentment for payment, demand, notice of demand and of dishonor and nonpayment of this Note, notice of intention to accelerate
the maturity of this Note, notice of acceleration, protest and notice of protest, diligence in collecting, and the bringing of suit against
any other party, and agree to all renewals, extensions, modifications, partial payments, releases or substitutions of security, in whole
or in part, with or without notice, before or after maturity.


 


The
undersigned hereby expressly and unconditionally waives, in connection with any suit, action or proceeding brought by the payee on this
Note, any and every right it may have to (i) injunctive relief, (ii) a trial by jury, (iii) interpose any counterclaim therein and (iv)
have the same consolidated with any other or separate suit, action or proceeding. Nothing herein contained shall prevent or prohibit
the undersigned from instituting or maintaining a separate action against payee with respect to any asserted claim.


 


Any
provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibitions
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


This
Note represents the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent
oral agreements of the parties.


 


 


[Signature
page follows]


 






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EXECUTED
AND AGREED as of the date first above written.






 


 


	 	DORCHESTER CAPITAL ACQUISITION CORP.,
	 	a Delaware corporation
	 	 	 
		By:	/s/
                                            Brian P. Shannon
	 	Name:	Brian
                                            P. Shannon
	 	Title:	Chief
                                            Executive Officer




 


 


Signature
Page to Promissory Note


 





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