Exhibit
10.4


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [        ], 2022, is made and entered into by and
among Dorchester Capital Acquisition Corp., a Delaware corporation (the “Company”), DC-SPAC, LLC, an
Oklahoma limited liability company (the “Sponsor”) and EarlyBirdCapital, Inc.
(“EBC”) (together with the Sponsor, EBC and any person or entity who hereafter becomes a party to this
Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the
“Holders”).


 


RECITALS


 


WHEREAS,
the Sponsor owns an aggregate of 4,312,500 shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder
Shares”);


 


WHEREAS,
the Founder Shares will automatically convert into shares of the Company’s Class A common stock, par value $0.0001 per share (the
“Common Stock”), at the time of the Company’s initial Business Combination (as defined below) on a one-for-one
basis, subject to adjustment, on the terms and conditions provided in the Company’s amended and restated certificate of incorporation;


 


WHEREAS,
on [        ], 2022, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which
the Sponsor agreed to purchase 8,600,000 warrants (or 9,000,000 warrants if the over-allotment option in connection with the Company’s
initial public offering is exercised in full) (the “Private Placement Warrants”) in a private placement transaction
occurring simultaneously with the closing of the Company’s initial public offering;


 


WHEREAS,
on March 1, 2022, the Company and EBC entered into that certain Letter Agreement pursuant to which EBC purchased 100,000 shares of Common
Stock (the “EBC Shares”) in a private placement transaction; and


 


WHEREAS,
the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration
rights with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


ARTICLE
I

DEFINITIONS


 


1.1
Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings
set forth below:


 


“Agreement”
shall have the meaning given in the Preamble.


 






     


     


    

 


“Board”
shall mean the board of directors of the Company.


 


“Business
Combination” shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other
similar business combination with one (1) or more businesses, involving the Company.


 


“Commission”
shall mean the U.S. Securities and Exchange Commission.


 


“Common
Stock” shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demanding
Holder” shall mean any Initial Holder or group of Initial Holders that together elects to dispose of Registrable Securities
having an aggregate value of at least $25 million, at the time of the Underwritten Demand, under a Registration Statement pursuant to
an Underwritten Offering.


 


“EBC
Shares” shall have the meaning given in the Recitals hereto.


 


“Effectiveness
Period” shall have the meaning given in subsection 3.1.1 of this Agreement.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form
S-3” shall mean a registration statement on Form S-3 or any similar short-form registration statement that may be available
at such time.


 


“Founder
Shares” shall have the meaning given in the Recitals hereto.


 


“Holder
Indemnified Persons” shall have the meaning given in subsection 4.1.1 of this Agreement.


 


“Holders”
shall have the meaning given in the Preamble.


 


“Initial
Holders” shall mean the Sponsor and each of the undersigned officers, directors and director nominees of the Company listed
under Holder on the signature pages hereto.


 


“Maximum
Number of Securities” shall have the meaning given in subsection 2.1.4 of this Agreement.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or necessary to make the statements therein not misleading, or an untrue statement of a material fact or an omission to state a material
fact necessary to make the statements in a Prospectus, in the light of the circumstances under which they were made, not misleading.


 






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“Piggyback
Registration” shall have the meaning given in subsection 2.2.1 of this Agreement.


 


“Private
Placement Warrants” shall have the meaning given in the Recitals hereto.


 


“Pro
Rata” shall have the meaning given in subsection 2.1.4 of this Agreement.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Security” shall mean (i) the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (ii)
the Private Placement Warrants (including any shares of Common Stock issued or issuable upon the exercise of any such Private Placement
Warrants), (iii) the EBC Shares, (iv) any equity securities (including the shares of Common Stock issued or issuable upon the exercise
of any such equity security) of the Company issuable upon conversion of any working capital loans in an amount up to $1,500,000 made
to the Company by a Holder, (v) any outstanding share of Common Stock or any other equity security (including the shares of Common Stock
issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the date of this Agreement and
(vi) any other equity security of the Company issued or issuable with respect to any such share of Common Stock by way of a stock dividend
or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however,
that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (a) a Registration Statement
with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been
sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise
transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the
Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (c) such securities
shall have ceased to be outstanding or (d) such securities may be sold without registration pursuant to Rule 144 promulgated under the
Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations).


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and any such registration statement having been
declared effective by, or become effective pursuant to rules promulgated by, the Commission.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


		(A)	all
                                            registration and filing fees (including fees with respect to filings required to be made
                                            with the Financial Industry Regulatory Authority and any securities exchange on which the
                                            Common Stock is then listed);



 





		(B)	fees
                                            and expenses of compliance with securities or blue sky laws (including reasonable fees and
                                            disbursements of counsel for the Underwriters in connection with blue sky qualifications
                                            of Registrable Securities);


 






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		(C)	printing,
                                            messenger, telephone and delivery expenses;



 


		(D)	reasonable
                                            fees and disbursements of counsel for the Company;



 


		(E)	reasonable
                                            fees and disbursements of all independent registered public accountants of the Company incurred
                                            specifically in connection with such Registration; and



 


		(F)	reasonable
                                            fees and expenses of one (1) legal counsel selected by the Demanding Holders initiating an
                                            Underwritten Demand, the Requesting Holders participating in an Underwritten Offering and
                                            the Holders participating in a Piggyback Registration, as applicable.



 


“Registration
Statement” shall mean any registration statement under the Securities Act that covers the Registrable Securities pursuant
to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective
amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.


 


“Requesting
Holder” shall have the meaning given in subsection 2.1.3 of this Agreement.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf
Registration” shall have the meaning given in subsection 2.1.1.


 


“Sponsor”
shall have the meaning given in the Preamble.


 


“Suspension
Event” shall have the meaning given in Section 3.4 of this Agreement.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten
Demand” shall have the meaning given in subsection 2.1.3 of this Agreement.


 


“Underwritten
Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment
underwriting for distribution to the public.


 






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ARTICLE
II

REGISTRATIONS


 


2.1
Registration.


 


2.1.1
Shelf Registration. The Company agrees that, within thirty (30) days after the consummation of the Business Combination, the Company
will file with the Commission (at the Company’s sole cost and expense) a Registration Statement registering the resale or other
disposition of the Registrable Securities (a “Shelf Registration”).


 


2.1.2
Effective Registration. The Company shall use its reasonable best efforts to cause such Registration Statement to become effective
by the Commission as soon as practicable after the initial filing of the Registration Statement. Subject to the limitations contained
in this Agreement, the Company shall effect any Shelf Registration on such appropriate registration form of the Commission (x) as shall
be selected by the Company and (y) as shall permit the sale or other disposition of the Registrable Securities by the Holders. If at
any time a Registration Statement on Form S-3 filed with the Commission pursuant to Section 2.1.1 of this Agreement is effective
and a Holder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities
included on such Registration Statement, the Company will use its best efforts to amend or supplement such Registration Statement as
may be necessary in order to enable such offering to take place in accordance with the terms of this Agreement.


 


2.1.3
Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.3 of this Agreement, any Demanding
Holder may make a written demand for an Underwritten Offering pursuant to a Registration Statement filed with the Commission in accordance
with Section 2.1.1 of this Agreement (an “Underwritten Demand”). The Company shall, within ten (10)
days of the Company’s receipt of the Underwritten Demand, notify, in writing, all other Holders of such demand, and each Holder
who thereafter requests to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant
to an Underwritten Demand (each such Holder that requests to include all or a portion of such Holder’s Registrable Securities in
such Underwritten Offering, a “Requesting Holder”) shall so notify the Company, in writing, within two (2)
days (one (1) day if such offering is an overnight or bought Underwritten Offering) after the receipt by the Holder of the notice from
the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall
be entitled to have their Registrable Securities included in the Underwritten Offering pursuant to an Underwritten Demand. All such Holders
proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter
into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Demanding Holders
initiating the Underwritten Offering. Notwithstanding the foregoing, the Company is not obligated to effect more than an aggregate of
three (3) Underwritten Offerings pursuant to this subsection 2.1.3 and is not obligated to effect an Underwritten Offering pursuant
to this subsection 2.1.3 within ninety (90) days after the closing of an Underwritten Offering.


 






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2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering pursuant to an Underwritten
Demand, in good faith, advises or advise the Company, the Demanding Holders, the Requesting Holders and other persons or entities holding
Common Stock or other equity securities of the Company that the Company is obligated to include pursuant to separate written contractual
arrangements with such persons or entities (if any) in writing that the dollar amount or number of Registrable Securities or other equity
securities of the Company requested to be included in such Underwritten Offering exceeds the maximum dollar amount or maximum number
of equity securities of the Company that can be sold in the Underwritten Offering without adversely affecting the proposed offering price,
the timing, the distribution method or the probability of success of such offering (such maximum dollar amount or maximum number of such
securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten
Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based
on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included
in such Underwritten Offering and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have
requested be included in such Underwritten Offering (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i), Common Stock or other equity securities of the Company that the Company desires
to sell and that can be sold without exceeding the Maximum Number of Securities and (iii) third, to the extent that the Maximum Number
of Securities has not been reached under the foregoing clauses (i) and (ii), Common Stock or other equity securities of the Company held
by other persons or entities that the Company is obligated to include pursuant to separate written contractual arrangements with such
persons or entities and that can be sold without exceeding the Maximum Number of Securities.


 


2.2
Piggyback Registration.


 


2.2.1
Piggyback Rights. Subject to the provisions of subsection 2.2.2 and Section 2.3, if, at any time on or after the date the Company
consummates a Business Combination, the Company proposes to (i) file a Registration Statement under the Securities Act with respect to
an offering of equity securities of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into
equity securities of the Company, for its own account or for the account of stockholders of the Company, other than a Registration Statement
(a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely
to the Company’s existing stockholders, (c) for an offering of debt that is convertible into equity securities of the Company or
(d) for a dividend reinvestment plan or (ii) consummate an Underwritten Offering for its own account or for the account of stockholders
of the Company, then the Company shall give written notice of such proposed action to all of the Holders of Registrable Securities as
soon as practicable (but in the case of filing a Registration Statement, not less than ten (10) days before the anticipated filing date
of such Registration Statement), which notice shall (x) describe the amount and type of securities to be included, the intended method(s)
of distribution and the name of the proposed managing Underwriter or Underwriters, if any, and (y) offer to all of the Holders of Registrable
Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within
(A) five (5) days in the case of filing a Registration Statement and (B) two (2) days in the case of an Underwritten Offering (unless
such offering is an overnight or bought Underwritten Offering, then one (1) day), in each case after receipt of such written notice (such
Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities
to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed
Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included
in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Piggyback Registration
and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof. All such Holders proposing to include Registrable Securities in an Underwritten Offering under this subsection 2.2.1
shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.


 






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2.2.2
Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback
Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of shares of the equity securities of the Company that the Company desires to sell, taken
together with (i) the shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering has been
demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities
hereunder, (ii) the Registrable Securities as to which Registration or Underwritten Offering has been requested pursuant to this Section
2.2 and (iii) the shares of equity securities of the Company, if any, as to which Registration or Underwritten Offering has been
requested pursuant to separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the Maximum
Number of Securities, then:


 


(a)
If the Registration or Underwritten Offering is undertaken for the Company’s account, the Company shall include in any such Registration
or Underwritten Offering (A) first, the Common Stock or other equity securities of the Company that the Company desires to sell, which
can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable
Securities pursuant to subsection 2.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of
Securities and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and
(B), Common Stock or other equity securities of the Company, if any, as to which Registration or Underwritten Offering has been requested
pursuant to written contractual piggyback registration rights of other stockholders of the Company, which can be sold without exceeding
the Maximum Number of Securities; or


 


(b)
If the Registration or Underwritten Offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities,
then the Company shall include in any such Registration or Underwritten Offering (A) first, Common Stock or other equity securities of
the Company, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without
exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under
the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant
to subsection 2.2.1 of this Agreement, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), Common Stock or other
equity securities of the Company that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities
and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C),
Common Stock or other equity securities of the Company for the account of other persons or entities that the Company is obligated to
register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the
Maximum Number of Securities.


 






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2.2.3
Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or
its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission
with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for
withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback
Registration prior to its withdrawal under this subsection 2.2.3.


 


2.2.4
Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration or Underwritten Offering effected pursuant
to this Section 2.2 shall not be counted as an Underwritten Offering pursuant to an Underwritten Demand effected under Section
2.1 of this Agreement.


 


2.3
Restrictions on Registration Rights. If (i) the Holders have requested an Underwritten Offering pursuant to an Underwritten Demand
and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer or (ii) the Holders
have requested an Underwritten Offering pursuant to an Underwritten Demand and in the good faith judgment of the Board such Underwritten
Offering would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the undertaking
of such Underwritten Offering at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman
of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company to undertake such
Underwritten Offering in the near future and that it is therefore essential to defer undertaking of such Underwritten Offering. In such
event, the Company shall have the right to defer such offering for a period of not more than thirty (30) consecutive calendar days in
any deferral period and not more than an aggregate of fifty (50) calendar days in any twelve (12) month period; provided, however, that
the Company shall not defer its obligation in this manner more than twice in any twelve (12) month period.


 


ARTICLE
III

COMPANY PROCEDURES


 


3.1
General Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required
to effect the Registration of Registrable Securities pursuant to this Agreement, the Company shall use its best efforts to effect such
Registration to permit the sale or other disposition of such Registrable Securities in accordance with the intended plan of distribution
thereof, and pursuant thereto the Company shall, as expeditiously as possible and to the extent applicable:


 


3.1.1
prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and
use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities
covered by such Registration Statement have been sold or are no longer outstanding (such period, the “Effectiveness Period”);


 






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3.1.2
prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be reasonably requested by the Demanding Holders or any Underwriter or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder
to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance
with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus or are no longer outstanding;


 


3.1.3
prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration or Underwritten Offering, and such Holders’ legal
counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement
(in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus (including each preliminary
Prospectus) and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the
legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned
by such Holders; provided that the Company will not have any obligation to provide any document pursuant to this clause that is available
on the Commission’s EDGAR system;


 


3.1.4
prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the
Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with
or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do
any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then
otherwise so subject;


 


3.1.5
cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed;


 


3.1.6
provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;


 


3.1.7
advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;


 






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3.1.8
during the Effectiveness Period, furnish a conformed copy of each filing of any Registration Statement or Prospectus or any amendment
or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration
Statement or Prospectus, promptly after such filing of such documents with the Commission to each seller of such Registrable Securities
or its counsel; provided that the Company will not have any obligation to provide any document pursuant to this clause that is available
on the Commission’s EDGAR system;


 


3.1.9
notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities
Act;


 


3.1.10
subject to the provisions of this Agreement, notify the Holders of the happening of any event as a result of which a Misstatement exists,
and then to correct such Misstatement as set forth in Section 3.4 of this Agreement;


 


3.1.11
permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
to participate, at each such person’s own expense, in the preparation of the Registration Statement or the Prospectus, and cause
the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter,
attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a
confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such
information;


 


3.1.12
obtain a comfort letter from the Company’s independent registered public accountants in the event of an Underwritten Offering,
in customary form and covering such matters of the type customarily covered by comfort letters as the managing Underwriter may reasonably
request, and reasonably satisfactory to a majority-in-interest of the participating Holders;


 


3.1.13
on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the placement agent or sales agent, if any, and the Underwriters,
if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the placement
agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters,
and reasonably satisfactory to such placement agent, sales agent or Underwriter;


 


3.1.14
in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


3.1.15
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
(12) months beginning with the first (1st) day of the Company’s first (1st) full calendar quarter after the effective date of the
Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor
rule promulgated thereafter by the Commission);


 






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3.1.16
use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.17
otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in
connection with such Registration.


 


3.2
Registration Expenses. The Registration Expenses in respect of all Registrations shall be borne by the Company. It is acknowledged
by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3
Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities
of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s
securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary
questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be
reasonably required under the terms of such underwriting arrangements.


 


3.4
Suspension of Sales. Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to (A) delay or
postpone the (i) initial effectiveness of any Registration Statement or (ii) launch of any Underwritten Offering, in each case, filed
or requested pursuant to this Agreement, and (B) from time to time to require the Holders not to sell under any Registration Statement
or Prospectus or to suspend the effectiveness thereof, (x) pursuant to a written insider trading compliance program adopted by the Company’s
board of directors, of the ability of all “insiders” covered by such program to transact in the Company’s securities
because of the existence of material non-public information, each holder of Registrable Securities included in any Registration Statement
or Prospectus shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement or Prospectus
covering such Registrable Securities until such holder receives the supplemented or amended Prospectus or the restriction on the ability
of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company,
each such holder will deliver to the Company all written copies, other than permanent file copies then in such holder’s possession,
of the most recent Prospectus covering such Registrable Securities at the time of receipt of such notice, or (y) if the negotiation or
consummation of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation
or event, the Board reasonably believes, upon the advice of legal counsel, would require additional disclosure by the Company in the
applicable Registration Statement or Prospectus of material information that the Company has a bona fide business purpose for keeping
confidential and the non-disclosure of which in the Registration Statement or Prospectus would be expected, in the reasonable determination
of the Board, upon the advice of legal counsel, to cause the Registration Statement or Prospectus to fail to comply with applicable disclosure
requirements (each such circumstance, a “Suspension Event”) or would require the inclusion in such Registration
Statement or Prospectus of financial statements that are unavailable to the Company for reasons beyond the Company’s control; provided,
however, that the Company may not delay or suspend a Registration Statement, Prospectus or Underwritten Offering for more than sixty
(60) consecutive calendar days, or more than ninety (90) total calendar days in any twelve (12) month period. Upon receipt of any written
notice from the Company of a Suspension Event while a Registration Statement filed pursuant to this Agreement is effective or if as a
result of a Suspension Event a Misstatement exists, each Holder agrees that (i) it will immediately discontinue offers and sales of Registered
Securities under each Registration Statement filed pursuant to this Agreement until the Holder receives copies of a supplemental or amended
Prospectus (which the Company agrees to promptly prepare) that corrects the relevant misstatements or omissions and receives notice that
any post-effective amendment has become effective or unless otherwise notified by the Company that it may resume such offers and sales
and (ii) it will maintain the confidentiality of information included in such written notice delivered by the Company unless otherwise
required by law or subpoena. If so directed by the Company, the Holders will deliver to the Company or, in Holders’ sole discretion
destroy, all copies of each Prospectus covering Registrable Securities in Holders’ possession; provided, however, that this obligation
to deliver or destroy shall not apply (A) to the extent the Holders are required to retain a copy of such Prospectus (x) to comply with
applicable legal, regulatory, self-regulatory or professional requirements or (y) in accordance with a bona fide pre-existing document
retention policy or (B) to copies stored electronically on archival servers as a result of automatic data back-up.


 






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3.5
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting
company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act.
The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required
from time to time to enable such Holder to sell shares of Registrable Securities held by such Holder without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated
thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such
Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


3.6
Limitations on Registration Rights. Notwithstanding anything herein to the contrary, (i) EBC and its designees may not exercise
its rights under Section 2.1.3 and 2.2 hereunder after five (5) and seven (7) years after the effective date of the registration statement
relating to the Company’s initial public offering, respectively, and (ii) EBC and its designees may not exercise its rights under
Section 2.1.3 more than one time.


 


ARTICLE
IV

INDEMNIFICATION AND CONTRIBUTION


 


4.1
Indemnification.


 


4.1.1
The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and
each person who controls such Holder (within the meaning of the Securities Act) (collectively, the “Holder Indemnified Persons”)
against all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and inclusive of all reasonable
attorneys’ fees arising out of the enforcement of each such persons’ rights under this Section 4.1) resulting from
any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar
as the same are caused by or contained in any information furnished in writing to the Company by or on behalf of such Holder Indemnified
Person specifically for use therein.


 


4.1.2
In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its directors and
officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages,
liabilities and expenses (including reasonable attorneys’ fees and inclusive of all reasonable attorneys’ fees arising out
of the enforcement of each such persons’ rights under this Section 4.1) resulting from any untrue or alleged untrue statement
of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading, but only to the extent that the same are made in reliance
on and in conformity with information relating to the Holder so furnished in writing to the Company by or on behalf of such Holder specifically
for use therein. In no event shall the liability of any selling Holder hereunder be greater in amount than the net proceeds received
by such Holder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.


 






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4.1.3
Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or
there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying
party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party.
If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party
without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not
to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified
by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest
may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party
shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be
settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.


 


4.1.4
The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or
on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer
of securities.


 


4.1.5
If the indemnification provided under this Section 4.1 is held by a court of competent jurisdiction to be unavailable to an indemnified
party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of
indemnifying the indemnified party, shall to the extent permitted by law contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault
of the indemnifying party and indemnified party shall be determined by a court of law by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or such indemnified party and the indemnifying party’s and indemnified party’s relative
intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of
any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering
giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above
shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 of this Agreement,
any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The
parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to
in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent
misrepresentation.


 






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ARTICLE
V

MISCELLANEOUS


 


5.1 Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to
the party to be notified, postage prepaid and registered or certified with return receipt requested; (ii) delivery in person or by
courier service providing evidence of delivery or (iii) transmission by hand delivery, telecopy, telegram, facsimile or email. Each
notice or communication that is mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given,
served, sent and received, in the case of mailed notices, on the third (3rd) business day following the date on which it is mailed,
in the case of notices delivered by courier service, hand delivery, telecopy or telegram, at such time as it is delivered to the
addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon
presentation, and in the case of notices delivered by facsimile or email, at such time as it is successfully transmitted to the
addressee with a confirmation of receipt. Any notice or communication under this Agreement must be addressed, if to the Company or
the Sponsor, to: 210 Park Avenue, Suite 3121, Oklahoma City, Oklahoma 73102, or by email at: bshannon@dorchesterem.com and,
if to any Holder, to the address of such Holder as it appears in the applicable register for the Registrable Securities or such
other address as may be designated in writing by such Holder (including on the signature pages hereto). Any party may change its
address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall
become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


5.2
Assignment; No Third-Party Beneficiaries.


 


5.2.1
This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole
or in part.


 


5.2.2
This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors.


 


5.2.3
This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth
in this Agreement and this Section 5.2.


 


5.2.4
No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the
Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 of this
Agreement and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms
and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer
or assignment made other than as provided in this Section 5.2 shall be null and void.


 


5.3
Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which
shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.


 






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5.4
Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES
EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS
AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
OF SUCH JURISDICTION.


 


5.5
Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the
Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement
may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder
of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall
require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any
failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a
waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement
by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.6
Other Registration Rights. The Company represents and warrants that no person, other than (a) a Holder of Registrable Securities
and (b) the holders of the Company’s warrants pursuant to that certain Warrant Agreement, dated as of [        ], 2022, by and between
the Company and Continental Stock Transfer & Trust Company, has any right to require the Company to register any securities of the
Company for sale or to include such securities of the Company in any Registration Statement filed by the Company for the sale of securities
for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes
any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such
agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


5.7
Term. This Agreement shall terminate upon the earlier of (i) the tenth (10th) anniversary of the date of this Agreement and (ii)
with respect to any Holder, the date as of which such Holder ceases to hold any Registrable Securities. The provisions of Article
IV of this Agreement shall survive any termination.


 


 


[Signature
Page Follows]


 






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


 


	 	COMPANY:
	 	 
	 	DORCHESTER CAPITAL ACQUISITION CORP.,
	 	a Delaware corporation
	 	 	 
	 	By:	 
	 	Name:	Brian P. Shannon
	 	Title:	Chief Executive Officer
	 	 	 
	 	 	 
	 	HOLDERS:
	 	 
	 	DC-SPAC, LLC,
	 	an Oklahoma limited liability company
	 	 	 
	 	By:	 
	 	Name:	John T. Perri

	 	Title:	Manager

	 	 	 
	 	EARLYBIRDCAPITAL, INC.
	 	a Delaware corporation


	 	 	 
	 	By:	 
	 	Name:	Mike Powell

	 	Title:	Managing Director



 


 


[Signature
Page to Registration Rights Agreement]


 




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