0001193125-21-003456 Sample Contracts

20,000,000 Units ADIT EDTECH ACQUISITION CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • January 7th, 2021 • Adit EdTech Acquisition Corp. • Blank checks • New York

Adit EdTech Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:

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WARRANT AGREEMENT
Warrant Agreement • January 7th, 2021 • Adit EdTech Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [_________________, 202_], is entered into by and between Adit EdTech Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

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