Exhibit 4.4


 


FORM OF WARRANT AGREEMENT


 


between


 


DORCHESTER CAPITAL ACQUISITION CORP.


 


and


 


CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


Dated as of [             ], 2022


 


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”).


 


WHEREAS, on [           ], 2022,
the Company entered into that certain Private Placement Warrants Purchase Agreement with DC-SPAC, LLC, an Oklahoma limited liability company
(the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 8,600,000 warrants (or up to 9,000,000
warrants if the Over-allotment Option (as defined below) in connection with the Offering (as defined below) is exercised in full) simultaneously
with the closing of the Offering (and the closing of the Over-allotment Option, if applicable) (the “Private Placement Warrants”)
at a purchase price of $1.00 per Private Placement Warrant;


 


WHEREAS, in order to
finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor
or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company
funds as the Company may require, of which up to $1,500,000 may be convertible into up to an additional 1,500,000 Private Placement Warrants
at a price of $1.00 per Private Placement Warrant;


 


WHEREAS, the Company
is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities,
each such unit comprised of one share of Common Stock (as defined below) and one-half Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 7,500,000 whole warrants (including up to 8,625,000 whole warrants
subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants” and, together
with the Private Placement Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase
one whole share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”), for $11.50
per share, subject to adjustment as described herein;


 


WHEREAS, the Company
has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form
S-1 (File No. 333-[●]) (the “Registration Statement”) and prospectus
(the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities
Act”), of the Units, the Public Warrants, the Common Stock included in the Units and the Common Stock underlying the Public
Warrants included in the Units;


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration (with respect to the Public Warrants), transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective
rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the Warrants; and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations
of the Company, and to authorize the execution and delivery of this Agreement.


 






     


     


    

 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of
Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the
Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth
in this Agreement.


 


2. Warrants.


 


2.1
Form of Warrant. Each Warrant shall be issued in registered form only.


 


2.2
Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3
Registration.


 


2.3.1
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration
of the initial issuance of the Warrants and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in
book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations
and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the
Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that
have accounts with The Depository Trust Company (the “Depository”) (such institution, with respect to a Warrant
in its account, a “Participant”). If the Depository subsequently ceases to make its book-entry settlement system
available for the Public Warrants, the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement.
In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry
form, the Warrant Agent shall provide written instructions to the Depository to deliver to the Warrant Agent for cancellation each book-entry
Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depository definitive certificates in physical form
evidencing such Warrants, which shall be in the form attached hereto as Exhibit A.


 


Physical certificates, if
issued, shall be signed by, or bear the facsimile signature of, the Chairman of the board of directors of the Company (the “Board”),
Chief Executive Officer, Chief Financial Officer, Corporate Secretary or other principal officer of the Company. In the event the person
whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the
Warrant before such Warrant is issued, it may be issued with the same effect as if such person had not ceased to be such at the date of
issuance.


 


2.3.2
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and
for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 



    2


     


    

 


2.4
Detachability of Warrants. The Common Stock and Public Warrants comprising the Units shall begin separate trading on the
ninetieth (90th) day following the date of the Prospectus or, if such ninetieth (90th) day is not on a day, other than a Saturday, Sunday
or federal holiday, on which banks in New York City are generally open for normal business (a “Business Day”),
then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with
the consent of EarlyBirdCapital, Inc. and Stephens Inc., as representatives of the underwriters in the Offering, but in no event shall
the Common Stock and the Public Warrants comprising the Units be separately traded until (i) the Company has filed (A) a Current Report
on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross proceeds of the
Offering, including the proceeds received by the Company from the exercise by the underwriters of their right to purchase additional Units
in the Offering (the “Over-allotment Option”) if the Over-allotment Option is exercised or waived prior to the
filing of the Current Report on Form 8-K, and (B) if the Over-allotment Option is exercised following the initial filing of such Current
Report on Form 8-K, a second or amended Current Report on Form 8-K containing the audited balance sheet reflecting the receipt by the
company of the gross proceeds of the offering, including the proceeds received by the Company from the exercise of the Over-allotment
Option, and (ii) the Company issues a press release and files with the Commission a Current Report on Form 8-K announcing when such separate
trading shall begin.


 


2.5
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of
Units, each of which is comprised of one share of Common Stock and one-half of one Public Warrant. If, upon the detachment of Public Warrants
from Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down, to the
nearest whole number, the number of Warrants to be issued to such holder upon detachment.


 


2.6
Private Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants, except the Private
Placement Warrants shall bear the restrictive legend set forth in Exhibit B hereto.


 


3.
Terms and Exercise of Warrants.


 


3.1
Warrant Price. Each whole Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof,
subject to the provisions of such Warrant and of this Agreement, including the Company’s right to elect to require the exercise
of the Warrants on a “cashless basis” pursuant to Section 7.4.2, to purchase from the Company the number of shares
of Common Stock stated therein, at the price of $11.50 per share, subject to Section 7.4.2 and the adjustments provided in Section
4 and the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall
mean the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole
discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty
(20) Business Days; provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered
Holders of the Warrants; provided, further, that any such reduction shall be identical among all of the Warrants.


 


3.2
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”)
commencing on the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses or
entities (a “Business Combination”), and terminating at the earliest to occur of: (a) 5:00 p.m., New York City
time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (b) the liquidation
of the Company and (c) 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.3 (the
“Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the satisfaction
of any applicable conditions, as set forth in Section 3.3.2 with respect to an effective registration statement. Except with respect
to the right to receive the Redemption Price (as defined below) in Section 6.2, each Warrant not exercised on or before the Expiration
Date shall become null and void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00
p.m., New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying
the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of any such extension to
Registered Holders of the Warrants; provided, further, that any such extension shall be identical in duration among all the Warrants.


 


3.3
Exercise of Warrants.


 


3.3.1
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent,
may be exercised by the Registered Holder thereof (a) by surrendering such Warrant, at the office of the Warrant Agent (or of its successor
as Warrant Agent) as set forth in or otherwise specified in accordance with Section 9.2, with the subscription form, as set forth
in such Warrant, duly executed, and (b) by paying in full, together with any and all applicable taxes due in connection with the exercise
of such Warrant, the exchange of such Warrant for the shares of Common Stock and the issuance of such Common Stock: the Warrant Price
for each full share of Common Stock as to which such Warrant is exercised, if such exercise is a cash exercise of such Warrant, which
Warrant Price shall be paid in lawful money of the United States, in good certified check or good bank draft payable to the Warrant Agent;
or (c) as provided in Section 7.4.2, if such exercise is a “cashless exercise” of such Warrant pursuant to Section
6.3 and Section 7.4.2.


 



    3


     


    

 


3.3.2
Issuance of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance
of the funds in payment of the Warrant Price (if payment is pursuant to Section 3.3.1(b)), the Company shall issue to the Registered Holder
of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which such Registered
Holder is entitled, registered in such name or names as may be directed by such Registered Holder, and if such Warrant shall not have
been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as
to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any
shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration
statement under the Securities Act with respect to the shares of Common Stock underlying the Warrants is then effective and a prospectus
relating thereto is current or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall
not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise
has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the Registered Holder of
the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant,
the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in
which case the purchaser of a Unit containing such Warrants shall have paid the full purchase price for the Unit solely for the shares
of Common Stock underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may
require holders of Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise
of Warrants on a “cashless basis,” the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive
a fractional interest in a share of Common Stock, the Company shall round down, to the nearest whole number, the number of shares of Common
Stock to be issued to such holder upon exercise, and return to the holder of such Warrant an amount in cash equal to the product of such
fractional interest and the volume weighted average trading price of the Common Stock during the ten (10) day trading period that commences
on the tenth trading day prior to the day on which such Warrant is exercised. As used in this Agreement, the term “volume weighted
average trading price” of the Common Stock on any date means the volume weighted average sale price per share of Common Stock on
such date on the principal U.S. national securities exchange on which the Common Stock is then listed or admitted to trading or, if the
Common Stock is not then listed or admitted to trading on a U.S. national securities exchange, an automated quotation system on which
the Shares are then listed or authorized for quotation.


 


3.3.3
Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and non-assessable.


 


3.3.4
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common
Stock is issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which
the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment
is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed
to have become the holder of such shares of Common Stock at the close of business on the next succeeding date on which the share transfer
books or book-entry system of the Warrant Agent are open.


 



    4


     


    

 


3.3.5
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the
provisions contained in this Section 3.3.5; provided, however, that no holder of a Warrant shall be subject to this Section
3.3.5 unless such holder makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise
of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect
to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially
own in excess of 9.8%, or such other amount as a holder may specify (the “Maximum Percentage”) of the shares
of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number
of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common Stock issuable
upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common
Stock that would be issuable upon (a) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person
and its affiliates and (b) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially
owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants)
subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence,
for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding
shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in (i) the Company’s
most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission,
as the case may be, (ii) a more recent public announcement by the Company or (iii) any other notice by the Company or the Transfer Agent
setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder of
the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of shares of Common
Stock then outstanding. In any case, the number of issued and outstanding shares of Common Stock shall be determined after giving effect
to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number
of issued and outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time
to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided,
however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 


4.
Adjustments.


 


4.1
Stock Dividends and Split Ups. If after the date of this Agreement, and subject to the provisions of Section 4.7
and Section 4.8, the number of issued and outstanding shares of Common Stock is increased by a stock dividend payable in shares
of Common Stock, or by a split up of shares of Common Stock or other similar event, then, on the effective date of such stock dividend,
split up or other similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion
to such increase in the issued and outstanding shares of Common Stock.


 


4.2
Aggregation of Shares. If after the date of this Agreement, and subject to the provisions of Section 4.7 and Section
4.8, the number of issued and outstanding shares of Common Stock is decreased by a consolidation, combination, reverse share sub-division
or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination,
reverse share sub-division, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant
shall be decreased in proportion to such decrease in issued and outstanding shares of Common Stock.


 


4.3
Issuance in Connection with a Business Combination. If (a) the Company issues additional shares of Common Stock or equity-linked
securities for capital raising purposes in connection with a Business Combination at an issue price or effective price of less than $9.20
per share (with such issue price or effective price as determined by the Board, in good faith, without taking into account any founder
shares held by the Company’s sponsor or its affiliates, as applicable, prior to issuance) (the “Newly Issued Price”),
(b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available
for the funding of a Business Combination on the date of the consummation of such Business Combination (net of redemptions of shares of
Common Stock, if any) and (c) the volume weighted average trading price of the Common Stock during the twenty (20) day trading period
starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market
Value”) is below $9.20 per share, (i) the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the
greater of (x) the Market Value and (y) the Newly Issued Price and (ii) the $18.00 per share redemption trigger price described in Section
6.1 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of (x) the Market Value and (y) the Newly Issued Price.
For the avoidance of doubt, if the adjustment in the immediately preceding sentence would otherwise result in an increase in the Warrant
Price (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations, extraordinary dividends and similar events)
hereunder, no adjustment shall be made.


 






    5


     


    

 


4.4
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend
or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock or other shares of the Company’s
capital stock into which the Warrants are convertible (an “Extraordinary Dividend”), then the Warrant Price
shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair
market value (as determined by the Board, in good faith) of any securities or other assets paid in respect of such Extraordinary Dividend
divided by all outstanding shares of the Company at such time (whether or not any shareholders waived their right to receive such dividend);
provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment
described in Section 4.1; (b) any cash dividends or cash distributions which, when combined on a per share basis with all other
cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend
or distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether
or not any shareholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events referred
to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to
the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) but only with respect to the amount
of the aggregate cash dividends or cash distributions equal to or less than $0.50; (c) any payment to satisfy the conversion rights of
the holders of the shares of Common Stock in connection with a proposed initial Business Combination or certain amendments to the Company’s
Amended and Restated Certificate of Incorporation (as described in the Registration Statement); or (d) any payment in connection with
the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes
of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously
paid an aggregate of $0.40 of cash dividends and cash distributions on the Common Stock during the 365-day period ending on the date of
declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such
$0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions
paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of
all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)). Furthermore, solely for
the purposes of illustration, if following the closing of the Company’s initial Business Combination, there were total shares outstanding
of 100,000,000 and the Company paid a $1.00 dividend to 17,500,000 of such shares (with the remaining 82,500,000 shares waiving their
right to receive such dividend), then no adjustment to the Warrant Price would occur as a $17.5 million dividend payment divided by 100,000,000
shares equals $0.175 per share which is less than $0.50 per share.


 


4.5
Adjustments in Warrant Price. Whenever the number of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted,
as provided in Section 4.1 or Section 4.2, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such
Warrant Price immediately prior to such adjustment by a fraction (a) the numerator of which shall be the number of shares of Common Stock
purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (b) the denominator of which shall be the number
of shares of Common Stock purchasable immediately thereafter.


 


4.6
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and
outstanding shares of Common Stock (other than a change covered by Section 4.1 or Section 4.2 or that solely affects the
par value of the Common Stock), or in the case of any merger or consolidation of the Company with or into another entity in which any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) acquires more than
50% of the voting power of the Company’s securities, or in the case of any sale or conveyance to another corporation or entity of
the assets or other property of the Company as an entirety or substantially as an entirety, the Warrant holders shall thereafter have
the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Shares
of Common Stock of the company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the Warrant holder would have received if such
Warrant holder had exercised its Warrant(s) immediately prior to such event. If any reclassification or reorganization also results in
a change in the Common Stock covered by Section 4.1, Section 4.2 or Section 4.3, then such adjustment shall be made
pursuant to Section 4.1, Section 4.2 and Section 4.3, Section 4.4, and Section 4.5, as applicable,
and this Section 4.6. The provisions of this Section 4.6 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share
issuable upon exercise of the Warrant.


 






    6


     


    

 


4.7
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable
upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which such notice shall state the Warrant
Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at the
Warrant Price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such
calculation is based; provided, however, that no adjustment to the number of shares of Common Stock issuable upon exercise of a Warrant
shall be required until cumulative adjustments amount to one percent (1%) or more of the number of shares of Common Stock issuable upon
exercise of a Warrant as last adjusted; provided, further, that any such adjustments that are not made are carried forward and taken into
account in any subsequent adjustment. Notwithstanding the foregoing, all such carried forward adjustments shall be made (a) in connection
with any subsequent adjustment that (taken together with such carried forward adjustments) would result in a change of at least one percent
(1%) in the number of shares of Common Stock issuable upon exercise of a Warrant and (b) on the exercise date of any Warrant. Upon the
occurrence of any event specified in Section 4.1, Section 4.2, Section 4.3, Section 4.4, Section 4.5,
or Section 4.6, the Company shall give written notice of the occurrence of such event to each Warrant holder, at the last address
set forth for such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such event.


 


4.8
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue
fractional shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company
shall round down, to the nearest whole number, the number of shares of Common Stock to be issued to such holder upon exercise, and return
to the holder of such Warrant an amount in cash equal to the product of such fractional interest and the volume weighted average trading
price of the Common Stock during the ten (10) day trading period that commences on the tenth trading day prior to the day on which such
Warrant is exercised. Notwithstanding any provision contained in this Agreement to the contrary, no shares of Common Stock shall be issued
at less than their par value.


 


4.9
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and
Warrants issued after such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated in the
Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion make
any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant
thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as
so changed.


 


5.
Transfer and Exchange of Warrants.


 


5.1
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon
the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall
be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled
shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for
exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that in the event that a
Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in
exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.


 



    7


     


    

 


5.3
Transfers of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange
of Warrants that would require the issuance of a warrant certificate or book-entry position for a fraction of a Warrant, except as part
of the Units, each of which is comprised of one share of Common Stock and one-half of one Public Warrant.


 


5.4
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6
Transfer of Warrants. Prior to the Detachment Date, the Warrants may be transferred or exchanged only together with the
Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included
in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and
after the Detachment Date.


 


6.
Redemption.


 


6.1
Redemption of Warrants. All, but not less than all, of the outstanding Warrants may be redeemed for cash, at the option
of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the
Warrants, as described in Section 6.3, at a Redemption Price of $0.01 per Warrant, provided that the last reported sale price of
the Common Stock has been at least $18.00 per share (subject to adjustment in compliance with Section 4), on each of twenty (20) trading
days within the thirty (30) trading day period commencing once the warrants become exercisable and ending on the third (3rd) trading day
prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the
shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day
Redemption Period (as defined in Section 6.2).


 


6.2
Date Fixed for, and Notice of, Redemption; Redemption Price. In the event that the Company elects to redeem the Warrants
pursuant to Section 6.1 hereof, the Company shall fix a date for the redemption (the “Redemption Date”).
Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the
Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at
their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement, “Redemption
Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 hereof.


 


6.3
Exercise After Notice of Redemption. The Warrants may be exercised, for cash pursuant to Section 3.3.1(b) (or on
a “cashless basis” pursuant to Section 3.3.1(c), if applicable), at any time after notice of redemption shall have
been given by the Company pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event that the Company determines
to require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to Section 3.3.1(c), the
notice of redemption shall contain instructions on how to calculate the number of shares of Common Stock to be received upon exercise
of the Warrants. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon
surrender of the Warrants, the Redemption Price.


 



    8


     


    

 


7.
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1
No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors of
the Company or any other matter.


 


7.2
Lost, Stolen, Mutilated or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and the
Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated
or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost,
stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3
Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 


7.4
Registration of Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1
Registration of the Common Stock. Subject to Section 7.4.2, the Company agrees that as soon as practicable, but in
no event later than thirty (30) Business Days after the closing of its initial Business Combination, it shall use its best efforts to
file with the Commission a post-effective amendment to the registration statement for the Offering or a new registration statement for
the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use
its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current
prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. Except as provided
in Section 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised, the Company shall continue
to be obligated to comply with its registration obligations under the first two sentences of this Section 7.4.1.


 


7.4.2
Cashless Exercise at Company’s Option. The Company shall have the right to cause the exercise of Warrants on a “cashless
basis” with respect to any Warrants exercised by the holder thereof pursuant to Section 3, if the Common Stock is at the time of
such exercise not listed on a national securities exchange such that the Common Stock satisfies the definition of a “covered security”
under Section 18(b)(1) of the Securities Act (or any successor rule). The date that notice of any cashless exercise pursuant to this Section
7.4.2 is received by the Warrant Agent shall be conclusively determined by the Warrant Agent.


 


With respect to any cashless
exercise of Warrants pursuant to the foregoing sentence, the Company shall (i) not be required to file or maintain in effect a registration
statement for the registration, under the Securities Act, of the Common Stock issuable upon exercise of such Warrants, notwithstanding
anything in this Agreement to the contrary, (ii) use its best efforts to register or qualify the Common Stock issuable upon exercise of
such Warrants under the blue sky laws of the state of residence of the exercising Warrant holder to the extent an exemption is not available
and (iii) upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with
securities law experience) stating that (A) such exercise of the Warrants is not required to be registered under the Securities Act and
(B) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone
who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly,
shall not be required to bear a restrictive legend.


 


To exercise any Warrants on
a cashless basis pursuant to this Section 7.4.2 and Section 6.3, the holder shall surrender such Warrants in exchange for
a number of shares of Common Stock equal to the quotient obtained by dividing (1) the product of (x) the number of shares of Common Stock
underlying such Warrants and (y) the excess of the Fair Market Value (as defined below) over the Warrant Price of such Warrants by (2)
the Fair Market Value (the “Cashless Exercise Price”). The term “Fair Market Value”
as used in this Section 7.4.2 shall mean the average last reported sale price of the Common Stock as reported during the ten (10)
trading day period ending on the third (3rd) trading day prior to the date that notice of exercise is sent to the holder of
such Warrants or its securities broker or intermediary.


 


7.4.3. The
provisions of this Section 7.4 may not be modified, amended or deleted without the prior written consent of the Representatives.


 



    9


     


    

 


8.
Concerning the Warrant Agent and Other Matters.


 


8.1
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


8.2
Resignation, Consolidation or Merger of Warrant Agent.


 


8.2.1
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty
(30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who
shall, with such notice, submit such holder’s Warrant for inspection by the Company), then the holder of any Warrant may apply to
the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation or other entity organized
and existing under the laws of the State of New York, in good standing and having its principal office in the United States of America,
and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties and obligations
of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed;
but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of
the Company, an instrument transferring to such successor Warrant Agent all the authority, powers and rights of such predecessor Warrant
Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers,
rights, immunities, duties and obligations.


 


8.2.2
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice
thereof to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.


 


8.2.3
Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be
consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.


 


8.3
Fees and Expenses of Warrant Agent.


 


8.3.1
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that
the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2
Further Assurances. The Company agrees to perform, execute, acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing of the provisions of this Agreement.


 



    10


     


    

 


8.4
Liability of Warrant Agent.


 


8.4.1
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem
it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by a Chief Executive Officer, Chief Financial Officer, Corporate Secretary or Chairman of the Board
of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in
good faith by it pursuant to the provisions of this Agreement.


 


8.4.2
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith.
The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the
Warrant Agent’s gross negligence, willful misconduct or bad faith.


 


8.4.3
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any
breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 or responsible for the manner, method or amount of any such
adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant
to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable.


 


8.5
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the
same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of
Common Stock through the exercise of the Warrants.


 


8.6
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
of this Agreement, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all
Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9.
Miscellaneous Provisions.


 


9.1
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns.


 


9.2
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by
certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another
address is filed in writing by the Company with the Warrant Agent), as follows:


 


Dorchester Capital Acquisition Corp.

210 Park Avenue, Suite 3121


Oklahoma City, Oklahoma 73102


Attention: Brian P. Shannon


Email: bshannon@dorchesterem.com


 


Any notice, statement or demand
authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department

Email: compliance@continentalstock.com


 



    11


     


    

 


9.3
Applicable Law. The validity, interpretation and performance of this Agreement and of the Warrants shall be governed in
all respects by the laws of the State of New York. The Company hereby agrees that any action, proceeding or claim against it arising out
of or relating in any way to this Agreement, including under the Securities Act, shall be brought and enforced in the courts of the State
of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
jurisdiction shall be exclusive; provided, however, that the foregoing shall not apply to suits brought to enforce any liability or duty
created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and
exclusive forum. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum.


 


9.4
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any
person, corporation or other entity other than the parties hereto and the Registered Holders of the Warrants and, for the purposes of
Section 7.4, this Section 9.4 and Section 9.8 hereof, the Representatives, any right, remedy or claim under or by reason of this Agreement
or of any covenant, condition, stipulation, promise or agreement of this Agreement. The Representatives shall be deemed to be third-party
beneficiaries of this Agreement with respect to Section 7.4, this Section 9.4 and Section 9.8 hereof. All covenants, conditions, stipulations,
promises and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors
and assigns and of the Registered Holders of the Warrants.


 


9.5
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office
of the Warrant Agent in the United States of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require
any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not
affect the interpretation thereof.


 


9.8
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose
of (a) curing any ambiguity or to correct any mistake, including to conform the provisions of this Agreement to the description of the
terms of the Warrants and this Agreement set forth in the Prospectus or (b) or adding or changing any provisions with respect to matters
or questions arising under this Agreement as the parties hereto may deem necessary or desirable and that the parties hereto deem shall
not adversely affect the rights of the Registered Holders. All other modifications or amendments, including any modification or amendment
to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants, shall
require the written consent or vote of the Registered Holders of (i) at least 50% of the then-outstanding Public Warrants if such modification
or amendment is being undertaken prior to, or in connection with, the consummation of an initial Business Combination, (ii) at least 50%
of all then outstanding Warrants if such modification or amendment is being undertaken after the consummation of an initial Business Combination
or (iii) solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of this Agreement with respect
to the Private Placement Warrants, at least 50% of the then outstanding Private Placement Warrants. Notwithstanding the foregoing, the
Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Section 3.1 and Section 3.2,
respectively, without the consent of the Registered Holders. The provisions of this Section 9.8 may not be modified, amended or deleted
without the prior written consent of the Representatives.


 


9.9
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
of this Agreement shall not affect the validity or enforceability of this Agreement or of any other term or provision of this Agreement.
Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a
part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and
enforceable.


 


Exhibit A — Form of Warrant Certificate


 


Exhibit B — Legend — Private Placement
Warrants


 


[Signature Page Follows]


 



    12


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	DORCHESTER CAPITAL ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name: 	Brian P. Shannon
	 	Title: 	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER &TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


Signature Page to Warrant Agreement


 



     


     


    

 


EXHIBIT A


 


[Form of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED
PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


DORCHESTER CAPITAL ACQUISITION CORP.

Incorporated Under the Laws of the State of Delaware


 


CUSIP [        ]


 


Warrant Certificate


 


This Warrant Certificate
certifies that                 , or registered assigns, is the registered holder of                
warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares
of Class A common stock, $0.0001 par value per share (“Class A Common Stock”), of Dorchester Capital Acquisition
Corp., a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period
set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares
of Class A Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant
to the Warrant Agreement, payable in lawful money of the United States of America (or through “cashless exercise”
as provided for in the Warrant Agreement) upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or
agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement. Defined terms
used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each whole Warrant is initially
exercisable for one fully paid and non-assessable share of Class A Common Stock. Fractional shares shall not be issued upon exercise of
any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Class A Common
Stock, the Company shall round down, to the nearest whole number, the number of shares of Class A Common Stock to be issued to the Warrant
holder upon exercise, and return to the holder of such Warrant an amount in cash equal to the product of such fractional interest and
the volume weighted average trading price of the Common Stock during the ten (10) day trading period that commences on the tenth trading
day prior to the day on which such Warrant is exercised. The number of shares of Class A Common Stock issuable upon exercise of the Warrants
is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.


 


The initial Exercise Price
per share of Class A Common Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement.


 


Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the
end of such Exercise Period, such Warrants shall become void.


 


Reference is hereby made to
the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.


 


This Warrant Certificate shall
not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 



    A-1


     


    

 


This Warrant Certificate shall
be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


 


	 	DORCHESTER CAPITAL ACQUISITION CORP.
	 	 
	 	By:	                 
	 	Name: 	
	 	Title: 	
	 	 
	 	CONTINENTAL STOCK TRANSFER &TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






    A-2


     


    

 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by
this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Class A
Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of [         ], 2022 (the “Warrant Agreement”),
duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent
(the “Warrant Agent”), which such Warrant Agreement is hereby incorporated by reference in and made a part of
this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder
of the Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by
the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have
the meanings given to them in the Warrant Agreement.


 


Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed
and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise
of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or such holder’s assignee, a new Warrant Certificate evidencing the number of Warrants not
exercised.


 


Notwithstanding anything else
in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the issuance of the shares of Class A Common Stock to be issued upon exercise is effective under the Securities Act and (ii)
a prospectus thereunder relating to the shares of Class A Common Stock is current, except through “cashless exercise”
as provided for in the Warrant Agreement.


 


The Warrant Agreement provides
that upon the occurrence of certain events the number of shares of Class A Common Stock issuable upon exercise of the Warrants set forth
on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled
to receive a fractional interest in a share of Class A Common Stock, the Company shall round down, to the nearest whole number, the number
of shares of Class A Common Stock to be issued to the holder of the Warrant upon exercise, and return to the holder of such Warrant an
amount in cash equal to the product of such fractional interest and the volume weighted average trading price of the Common Stock during
the ten (10) day trading period that commences on the tenth trading day prior to the day on which such Warrant is exercised.


 


Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in the aggregate
a like number of Warrants.


 


Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge
imposed in connection therewith.


 


The Company and the Warrant
Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the
Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 






    A-3


     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably
elects to exercise the right, represented by this Warrant Certificate, to receive                 shares of Class A Common Stock and herewith tenders
payment for such shares of Class A Common Stock to the order of Dorchester Capital Acquisition Corp. (the “Company”)
in the amount of $              in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Class A Common
Stock be registered in the name of                    , whose address is                 and that such shares be delivered to                    whose address is                   .
If said number of shares is less than all of the shares of Class A Common Stock purchasable hereunder, the undersigned requests that a
new Warrant Certificate representing the remaining balance of such shares of Class A Common Stock be registered in the name of                  , whose
address is                 and that such Warrant Certificate be delivered to                     , whose address is                     .


 


In the event that the Warrant
is to be exercised on a “cashless basis” pursuant to Section 7.4 of the Warrant Agreement, the number
of shares of Class A Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the
Warrant Agreement.


 


In the event that the
Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of
Class A Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant
Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the
Warrant Agreement, to receive shares of Class A Common Stock. If said number of shares is less than all of the shares of Common
Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares of Class A Common Stock be registered in the name of
                    , whose
address is                     and
that such Warrant Certificate be delivered to                   , whose address
is            .


 


[Signature Page Follows]


 






    A-4


     


    

 


Date:


 


	 	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	 
	 	(Tax Identification Number)



 


Signature Guaranteed:


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO THE U.S. SECURITIES AND EXCHANGE COMMISSION RULE 17Ad-15 (OR ANY SUCCESSOR RULE)) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.


 






    A-5


     


    

 


EXHIBIT B


 


LEGEND


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO ADDITIONAL LIMITATIONS
ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG DORCHESTER CAPITAL ACQUISITION CORP. (THE “COMPANY”), DC-SPAC,
LLC AND THE OTHER PARTIES THERETO.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES
OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 


No. Warrants


 


 


B-1