REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2023 • Ogilvie Bruce a Jr • Wholesale-durable goods, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 8, 2021, is made and entered into by and among Adara Acquisition Corp., a Delaware corporation (the “Company”) and Adara Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and ThinkEquity, a division of Fordham Financial Management, Inc. ( “ThinkEquity”) and each of the other undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor, ThinkEquity 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”).
BUSINESS COMBINATION AGREEMENT by and among ADARA ACQUISITION CORP., ADARA MERGER SUB, INC., and ALLIANCE ENTERTAINMENT HOLDING CORPORATION Dated as of June 22, 2022Business Combination Agreement • March 13th, 2023 • Ogilvie Bruce a Jr • Wholesale-durable goods, nec • Delaware
BUSINESS COMBINATION AGREEMENT, dated as of June 22, 2022 (this “Agreement”), by and among Adara Acquisition Corp., a Delaware corporation (“Adara”), Adara Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Alliance Entertainment Holding Corporation, a Delaware corporation (the “Company”).
Adara Acquisition Corp. Charlotte, NC 28203 Re: Lock-Up Agreement Ladies and Gentlemen:Letter Agreement • March 13th, 2023 • Ogilvie Bruce a Jr • Wholesale-durable goods, nec
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement, dated as of June 22, 2022, entered into by and among Adara Acquisition Corp., a Delaware corporation (the “Company”), Adara Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Alliance Entertainment Holding Corporation, a Delaware corporation (“Alliance”) (the “BCA”), pursuant to which, among other things, Merger Sub will be merged with and into Alliance on the date hereof (the “Merger”), with Alliance surviving the Merger as a wholly owned subsidiary of the Company.
JOINT FILING AGREEMENTJoint Filing Agreement • March 13th, 2023 • Ogilvie Bruce a Jr • Wholesale-durable goods, nec
This Joint Filing Agreement is made and entered into as of March 5, 2023, by and among the Bruce Ogilvie, Jr. Trust dated January 20, 1994 and Bruce A. Ogilvie, Jr. In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the parties hereto agree to prepare jointly and file timely (and otherwise to deliver as appropriate) all filings on any Schedule 13D or Schedule 13G, and any and all amendments thereto and any other document relating thereto required to be filed by them pursuant to the Exchange Act with respect to the securities of Alliance Entertainment Holding Corporation (collectively, the “Filings”). Each party hereto further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings. Further, each party hereto agrees that this Joint Filing Agreement shall be included as an exhibit to the Filings.
