Exhibit 10.7


 


PRIVATE
PLACEMENT WARRANTS PURCHASE AGREEMENT


 


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”).


 


WHEREAS,
the Company intends to consummate an initial public offering of the Company’s units (the “Public Offering”),
each unit consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
and one-half of one warrant as set forth in the Company’s registration statement on Form S-1 (File No. 333-[●]) (the “Registration
Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”), under the Securities
Act of 1933, as amended (the “Securities Act”). Each whole warrant entitles the holder to purchase one share
of Common Stock at an exercise price of $11.50 per share. The Purchaser has agreed to purchase an aggregate of 8,600,000 whole warrants
(or up to 9,000,000 whole warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the “Private
Placement Warrants”), each whole Private Placement Warrant entitling the holder to purchase one share of Common Stock at
an exercise price of $11.50 per share.


 


NOW
THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section
1.  Authorization, Purchase and Sale; Terms of the
Private Placement Warrants.


 


A.
Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement
Warrants to the Purchaser.


 


B. Purchase and Sale of the Private Placement Warrants.


 


(i)
At least one day prior to the date on which the Registration Statement is declared effective (the “Funding Date”),
the Purchaser will cause the Purchase Price (defined below) to be delivered by wire transfer of immediately available funds, or by other
such method as may be reasonably acceptable to the Company, to the accounts designated by the Company, including to the trust account
at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee
(the “Trust Account”), in accordance with the Company’s wiring instructions. On the date of the consummation
of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial
Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 8,600,000
whole Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $8,600,000 (the “Purchase
Price”). On the Initial Closing Date, subject to the conditions set forth in this Agreement, the Purchase Price shall be
released to the Company and/or deposited in the Trust Account. On the Initial Closing Date, upon the release of the payment of the Purchase
Price by the Purchaser, the Company shall, at its option, deliver a certificate evidencing the Private Placement Warrants purchased on
such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.


 






     


     


    

 


(ii)
On or prior to the Funding Date, the Purchaser will cause the Over-allotment Purchase Price (defined below) to be delivered by wire transfer
of immediately available funds, or by other such method as may be reasonably acceptable to the Company, to the accounts designated by
the Company, including to the Trust Account, in accordance with the Company’s wiring instructions. On the date of the consummation
of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually
agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment
Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”),
the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 400,000 whole Private Placement
Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an
aggregate purchase price of up to $400,000 (if the over-allotment option in connection with the Public Offering is exercised in full)
(the “Over-allotment Purchase Price”). On the Over-allotment Closing Date, subject to the conditions set forth
in this Agreement, the Over-allotment Purchase Price shall be released to the Company and/or deposited in the Trust Account. On the Over-allotment
Closing Date, upon the release of the payment of the Over-allotment Purchase Price by the Purchaser, the Company shall, at its option,
deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s name
to the Purchaser, or effect such delivery in book-entry form.


 


C.
Terms of the Private Placement Warrants.


 


(i)
Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant
agent, in connection with the Public Offering (the “Warrant Agreement”).


 


(ii)
At the time of the closing of the Public Offering, the Company and the Purchaser shall enter into a registration rights agreement (the
“Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the
Purchaser relating to the Private Placement Warrants and the shares of Common Stock underlying the Private Placement Warrants.


 


Section
2.  Representations and Warranties of the Company.
As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants, the Company hereby
represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date) that:


 


A.
Organization and Corporate Power. The Company is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company possesses
all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 






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B.
Authorization; No Breach.


 


(i)
The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company
as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating
to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon
issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants
will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of the Closing Date, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)
The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
Placement Warrants, the issuance of the shares of Common Stock upon exercise of the Private Placement Warrants and the fulfillment of
and compliance with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict
with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation
of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation
of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with,
any court or administrative or governmental body or agency pursuant to the Certificate of Incorporation of the Company or the Bylaws
of the Company, or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or
decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the
shares of Common Stock issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and non-assessable.
Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title
to the Private Placement Warrants and the shares of Common Stock issuable upon exercise of such Private Placement Warrants, free and
clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements
contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances
imposed due to the actions of the Purchaser.


 


D.
Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority
is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company
of any other transactions contemplated hereby.


 


E.
Regulation D Qualification. Neither the Company nor, to its knowledge, any of its affiliates, directors or beneficial stockholders
of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation
D under the Securities Act.


 






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Section
3.  Representations and Warranties of the Purchaser.
As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser,
the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive each Closing Date) that:


 


A.
Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
contemplated by this Agreement.


 


B.
Authorization; No Breach.


 


(i)
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’
rights and to general equitable principles (whether considered in a proceeding in equity or law).


 


(ii)
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions
of any agreement, instrument, order, judgment or decree to which the Purchaser is subject.


 


C.
Investment Representations.


 


(i)
The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the shares of Common
Stock issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account,
for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.


 


(ii)
The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
Act.


 


(iii)
The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the
registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and
accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein in
order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.


 


(iv)
The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the
meaning of Rule 502(c) under the Securities Act.


 






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(v)
The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the
opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment
in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision with respect to the acquisition of the Securities.


 


(vi)
The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on
or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by
the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(vii)
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any
state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered
thereunder or (2) sold in reliance on an exemption therefrom; (b) except as specifically set forth in the Registration
Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities
Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder; (c) Rule 144 adopted
pursuant to the Securities Act will not be available for resale transactions of Securities prior to a Business Combination and may
not be available for resale transactions of Securities after a Business Combination; and (d) the Securities are subject to
additional restrictions on transfer as described in the Registration Statement.


 


(viii)
The Purchaser has such knowledge and experience in financial and business matters, knows of the high degree of risk associated with
investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and
risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the
investment in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.


 


Section
4.  Conditions of the Purchaser’s Obligations.
The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before
each Closing Date, of each of the following conditions:


 


A.
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true
and correct at and as of such Closing Date as though then made.


 


B.
Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement
that are required to be performed or complied with by it on or before such Closing Date.


 






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C.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.


 


D.
Warrant Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.


 


Section
5.  Conditions of the Company’s Obligations.
The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date,
of each of the following conditions:


 


A.
Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true
and correct at and as of such Closing Date as though then made.


 


B.
Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this
Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.


 


C.
Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery
and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.


 


D.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization
having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this
Agreement or the Warrant Agreement.


 


E.
Warrant Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.


 


Section
6.  Termination. This Agreement may be terminated
at any time after [__________], 2022 upon the election by either the Company or the Purchaser upon written notice to the other party
if the closing of the Public Offering does not occur prior to such date.


 


Section
7.  Survival of Representations and Warranties.
All of the representations and warranties contained herein shall survive each Closing Date.


 


Section
8.  Definitions. Terms used but not otherwise
defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 






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Section
9.  Miscellaneous.


 


A.
Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other
than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).


 


B.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C.
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures
of more than one party, but all such counterparts taken together shall constitute one and the same agreement. In the event that any signature
is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as
if such facsimile or “.pdf” signature page were an original thereof.


 


D.
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not
constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
rather than by limitation.


 


E.
Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes
shall be construed in accordance with the internal laws of the State of New York.


 


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


 


 


[Signature
Page Follows]


 






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


 





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



 


 


[Signature Page to Private
Placement Warrants Purchase Agreement]


 





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