15,000,000 Units ACCRETION ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • August 19th, 2021 • Accretion Acquisition Corp. • Blank checks • New York
Accretion Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. and Stephens Inc. (each a “Representative” and collectively the “Representatives”) and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • August 19th, 2021 • Accretion Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [●], 2021 between Accretion Acquisition Corp., a Delaware corporation, with offices at 410 17th Street, Suite 1110, Denver, CO 80202 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2021 • Accretion Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Accretion Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 19th, 2021 • Accretion Acquisition Corp. • Blank checks • Delaware
This Agreement, made and entered into effective as of [●], 2021 (“Agreement”), by and between Accretion Acquisition Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 19th, 2021 • Accretion Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 19th, 2021 • Accretion Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [●], 2021 (“Agreement”), by and among Accretion Acquisition Corp., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Sponsor”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”).
RIGHTS AGREEMENTRights Agreement • August 19th, 2021 • Accretion Acquisition Corp. • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of [•], 2021 between Accretion Acquisition Corp., a Delaware corporation, with offices at 410 17th Street, #1110, Denver, CO 80202 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company, with offices at 1 State Street, New York, New York 10004 (“Rights Agent”).
Accretion Acquisition Corp. Denver, CO 80202Letter Agreement • August 19th, 2021 • Accretion Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Accretion Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. and Stephens Inc. as representatives (the “Representatives”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), one right (“Right”) to receive one-tenth of one share of Common Stock, and one-half of one warrant (“Warrant”), each whole Warrant exercisable for one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 12 hereof.
Accretion Acquisition Corp. 410 17th Street, #1110 Denver, Colorado 80202Accretion Acquisition Corp. • August 19th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of securities of Accretion Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Accretion Acquisition Sponsor LLC (the “Sponsor”) shall make available to the Company certain general and administrative services including office space, utilities and secretarial support, as may be required by the Company from time to time, situated at 410 17th Street, #1110, Denver, Colorado 80202 (or any successor location). In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per month on the Effective Date and continuing monthly the
