UNDERWRITING AGREEMENT between ALLIANCE ENTERTAINMENT HOLDING CORPORATION and THINKEQUITY LLC as Representative of the Several Underwriters ALLIANCE ENTERTAINMENT HOLDING CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • July 6th, 2023 • Alliance Entertainment Holding Corp • Wholesale-durable goods, nec • New York
The undersigned, Alliance Entertainment Holding Corporation, a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Alliance Entertainment Holding Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • February 12th, 2021 • Adara Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 8, 2021, is by and between Adara 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2021 • Adara Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 8, 2021, by and between Adara Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ADARA ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2021 • Adara Acquisition Corp. • Blank checks • New York
The undersigned, Adara Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”) (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:
Adara Acquisition Corp. Charlotte, NC 28217Securities Subscription Agreement • September 25th, 2020 • Adara Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into as of August 5, 2020 by and between Adara Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Adara Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • January 14th, 2021 • Adara Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Adara Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2021 • Adara Acquisition Corp. • Blank checks • 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”).
Adara Acquisition Corp. Charlotte, NC 28217Underwriting Agreement • January 14th, 2021 • Adara Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Adara Acquisition Corp., a Delaware corporation (the “Company”), and ThinkEquity, a division of Fordham Financial Management Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Pub
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 14th, 2021 • Adara Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __, 2021, by and between Adara Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnification Agreement • October 18th, 2022 • Adara Acquisition Corp. • Wholesale-durable goods, nec • Delaware
This Indemnity Agreement (“Agreement”) is made as of , 20 by and between Alliance Entertainment Holding Corporation, a Delaware corporation (the “Company”), and , a member of the Board of Directors of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
ADARA ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2021 • Adara Acquisition Corp. • Blank checks • New York
The undersigned, Adara Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with ThinkEquity, a division of Fordham Financial Management, Inc. (“ThinkEquity”) and ____________ (“______” and together with ThinkEquity, 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • February 12th, 2021 • Adara Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 8, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Adara Acquisition Corp., a Delaware corporation (the “Company”), and Adara Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
AMENDMENT NUMBER NINE TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 18th, 2022 • Adara Acquisition Corp. • Wholesale-durable goods, nec • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of February 21, 2017, among ALLIANCE ENTERTAINMENT HOLDING CORPORATION, a Delaware corporation ("Alliance Holding"), PROJECT PANTHER ACQUISITION CORPORATION, a Delaware corporation ("Panther"), AEC DIRECT, LLC, a Delaware limited liability company ("AEC"), ALLIANCE ENTERTAINMENT, LLC, a Delaware limited liability company ("Alliance”), DIRECTTOU, LLC, a Delaware limited liability company ("Directtou”), MECCA ELECTRONICS INDUSTRIES, INC., a New York corporation (“Mecca”), MILL CREEK ENTERTAINMENT, LLC, a Minnesota limited liability company (“Mill Creek”), AERIS MARKETING, LLC, a Minnesota limited liability company (“Aeris”), COKEM INTERNATIONAL, LTD., a Minnesota corporation (“COKeM”, and together with Aeris, Mill Creek, Mecca, Alliance Holding, Panther, AEC, Alliance and Directtou each a “Borrower”, and collectively, the “Borrowers”), the financial institutions party to this Agreement from time to time as Lenders, and BANK
February 8, 2021Underwriting Agreement • February 12th, 2021 • Adara Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Adara Acquisition Corp., a Delaware corporation (the “Company”), and ThinkEquity, a division of Fordham Financial Management Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Pub
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 • June 23rd, 2022 • Adara Acquisition Corp. • Blank checks • 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 18th, 2022 • Adara Acquisition Corp. • Wholesale-durable goods, nec • Florida
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of ________, between Alliance Entertainment Holding Corporation (the “Company”) and Bruce Ogilvie (“Executive,” together with the Company, the “Parties” and, each, a “Party”).
LOAN AND SECURITY AGREEMENT dated as of December 21, 2023 among ALLIANCE ENTERTAINMENT HOLDING CORPORATION, as Parent and a Guarantor, and CERTAIN OF ITS SUBSIDIARIES from TIME-TO-TIME party hereto, as Borrowers and/or Guarantors, THE ENTITIES FROM...Loan and Security Agreement • December 26th, 2023 • Alliance Entertainment Holding Corp • Wholesale-durable goods, nec • New York
MULTl-TENANT INDUSTRIAL TRIPLE NET LEASEMulti-Tenant Industrial Triple Net Lease • October 18th, 2022 • Adara Acquisition Corp. • Wholesale-durable goods, nec • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of December 14, 2007, by SOURCE INTERLINK COMPANIES, INC., a Delaware corporation, with its principal place of business at 27500 Riverview Center Blvd., Bonita Springs, Florida 34134 (“Source”), in favor of Cedar Grove-Crossdock, LLC (the “Landlord”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • October 18th, 2022 • Adara Acquisition Corp. • Wholesale-durable goods, nec
This First Amendment to Lease Agreement (this “First Amendment”) is made this 18 day of January, 2013 by and between KTR LOU I LLC, a Delaware limited liability company (“Landlord”) and Alliance Entertainment, LLC, a Delaware limited liability Company (“Tenant”).
DISTRIBUTION AGREEMENTDistribution Agreement • February 8th, 2024 • Alliance Entertainment Holding Corp • Wholesale-durable goods, nec
THIS DISTRIBUTION AGREEMENT (“Agreement”) is made and entered into on February 1, 2023 by and between GAMEFLY HOLDINGS, LLC (“Label”) and DISTRIBUTION SOLUTIONS, a division of ALLIANCE ENTERTAINMENT, LLC (“DS”).
LOAN AND SECURITY AGREEMENT Dated as of February 21, 2017Loan and Security Agreement • October 18th, 2022 • Adara Acquisition Corp. • Wholesale-durable goods, nec • New York
THIS LOAN AND SECURITY AGREEMENT is dated as of February 21, 2017, among ALLIANCE ENTERTAINMENT HOLDING CORPORATION, a Delaware corporation (“Alliance Holding”), PROJECT PANTHER ACQUISITION CORPORATION, a Delaware corporation (“Panther”), AEC DIRECT, LLC, a Delaware limited liability company (“AEC”), ALLIANCE ENTERTAINMENT, LLC, a Delaware limited liability company (“Alliance”), DIRECTTOU, LLC, a Delaware limited liability company (“Directtou”, and together with Alliance Holding, Panther, AEC, and Alliance, collectively, “Borrowers”), the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association (“Bank of America”), as agent for the Lenders (in such capacity, “Agent”).
FIRST AMENDMENT TO LEASE (COMMENCEMENT DATE AGREEMENT AND MODIFICATION)Lease • October 18th, 2022 • Adara Acquisition Corp. • Wholesale-durable goods, nec
This First Amendment to Lease (this “Amendment”) is made effective as of January 31, 2012, by and between FRENCH OVERSEAS COMPANY, LLC, a Florida limited company (“Landlord”), and ALLIANCE ENTERTAINMENT, LLC, a Delaware limited liability company authorized to do business in the State of Florida (“Tenant”).
AMENDMENT NUMBER THIRTEEN TO LOAN AND SECURITY AGREEMENT AND WAIVERLoan and Security Agreement • September 14th, 2023 • Alliance Entertainment Holding Corp • Wholesale-durable goods, nec • New York
This AMENDMENT NUMBER THIRTEEN TO LOAN AND SECURITY AGREEMENT AND WAIVER (this “Amendment”), dated as of September 13, 2023, is entered into by and among AENT CORPORATION, a Delaware corporation (f/k/a Alliance Entertainment Holding Corporation, a Delaware corporation) (“AENT”), PROJECT PANTHER ACQUISITION CORPORATION, a Delaware corporation (“Panther”), AEC DIRECT, LLC, a Delaware limited liability company (“AEC”), ALLIANCE ENTERTAINMENT, LLC, a Delaware limited liability company (“Alliance”), DIRECTTOU, LLC, a Delaware limited liability company (“Directtou”), MECCA ELECTRONICS INDUSTRIES, INC., a New York corporation (“Mecca”), MILL CREEK ENTERTAINMENT, LLC, a Minnesota limited liability company (“Mill Creek”) and COKEM INTERNATIONAL, LTD., a Minnesota corporation (“COKeM”, and together with AENT, Panther, AEC, Alliance, Directtou, Mecca and Mill Creek, each a “Borrower”, and collectively, the “Borrowers”), the Lenders (as defined below) party hereto, and BANK OF AMERICA, N.A., a nat
Adara Acquisition Corp.Administrative Support Agreement • February 12th, 2021 • Adara Acquisition Corp. • Blank checks • New York
This letter agreement by and between Adara Acquisition Corp. (the “Company”) and Adara Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date of the Company’s final prospectus (the “Start Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NUMBER TEN TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 18th, 2022 • Adara Acquisition Corp. • Wholesale-durable goods, nec • New York
This AMENDMENT NUMBER TEN TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 4, 2022, is entered into by and among ALLIANCE ENTERTAINMENT HOLDING CORPORATION, a Delaware corporation (“Alliance Holding”), PROJECT PANTHER ACQUISITION CORPORATION, a Delaware corporation (“Panther”), AEC DIRECT, LLC, a Delaware limited liability company (“AEC”), ALLIANCE ENTERTAINMENT, LLC, a Delaware limited liability company (“Alliance”), DIRECTTOU, LLC, a Delaware limited liability company (“Directtou”), MECCA ELECTRONICS INDUSTRIES, INC., a New York corporation (“Mecca”), MILL CREEK ENTERTAINMENT, LLC, a Minnesota limited liability company (“Mill Creek”), AERIS MARKETING, LLC, a Minnesota limited liability company (“Aeris,”), and COKEM INTERNATIONAL, LTD., a Minnesota corporation (“COKeM”, and together with Alliance Holding, Panther, AEC, Alliance, Directtou, Mecca, Mill Creek and Aeris, each a “Borrower”, and collectively, the “Borrowers”), the Lenders (as defined below) party hereto,
SECOND AMENDMENT TO LEASELease Agreement • October 18th, 2022 • Adara Acquisition Corp. • Wholesale-durable goods, nec
THIS SECOND AMENDMENT TO LEASE (this “Amendment”) is entered into as of 6/26/20, by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (“Landlord”), and COKEM INTERNATIONAL, LTD., a Minnesota corporation (“Tenant”).
GUARANTY AGREEMENTGuaranty Agreement • October 18th, 2022 • Adara Acquisition Corp. • Wholesale-durable goods, nec • New York
THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of November 9, 2012, by Project Panther Acquisition Corporation, a Delaware corporation, with its principal place of business at 360 North Crescent Drive, Beverly Hills, CA 90210 (“Guarantor”), in favor of KTR LOU I LLC, a Delaware limited liability company (the “Landlord”).
AMENDMENT NUMBER ELEVEN TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 18th, 2022 • Adara Acquisition Corp. • Wholesale-durable goods, nec • New York
This AMENDMENT NUMBER ELEVEN TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 30, 2022, is entered into by and among ALLIANCE ENTERTAINMENT HOLDING CORPORATION, a Delaware corporation (“Alliance Holding”), PROJECT PANTHER ACQUISITION CORPORATION, a Delaware corporation (“Panther”), AEC DIRECT, LLC, a Delaware limited liability company (“AEC”), ALLIANCE ENTERTAINMENT, LLC, a Delaware limited liability company (“Alliance”), DIRECTTOU, LLC, a Delaware limited liability company (“Directtou”), MECCA ELECTRONICS INDUSTRIES, INC., a New York corporation (“Mecca”), MILL CREEK ENTERTAINMENT, LLC, a Minnesota limited liability company (“Mill Creek”) and COKEM INTERNATIONAL, LTD., a Minnesota corporation (“COKeM”, and together with Alliance Holding, Panther, AEC, Alliance, Directtou, Mecca and Mill Creek, each a “Borrower”, and collectively, the “Borrowers”), the Lenders (as defined below) party hereto, and BANK OF AMERICA, N.A., a national banking association (“Bank of America
SECOND AMENDMENT TO LEASELease • October 18th, 2022 • Adara Acquisition Corp. • Wholesale-durable goods, nec
THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made as of the ___ day of August, 2016, by and between FRENCH OVERSEAS COMPANY, LLC, a Florida limited liability company (“Landlord”), and ALLIANCE ENTERTAINMENT, LLC, a Delaware limited liability company authorized to do business in the State of Florida (“Tenant”). Landlord and Tenant shall be collectively referred to as the “Parties” and each a “Party.”
AMENDMENT NUMBER TWELVE TO LOAN AND SECURITY AGREEMENT AND WAIVERLoan and Security Agreement • April 27th, 2023 • Alliance Entertainment Holding Corp • Wholesale-durable goods, nec • New York
During the period from the Twelfth Amendment Effective Date, to, and including, the last day of the calendar quarter ending June 30, 2023, margins shall be determined as if Level I were applicable. Thereafter, margins shall be subject to increase or decrease by Agent on the first day of the calendar month following receipt by Agent of the Compliance Certificate delivered in respect of the most recent calendar month that is the end of a Fiscal Quarter. If Agent is unable to determine the Fixed Charge Coverage Ratio for a calendar month that is the end of a Fiscal Quarter due to Borrowers' failure to deliver the Compliance Certificate or any financial report when required hereunder, then, at the option of Agent or Required Lenders, margins shall be determined as if Level I were applicable until the first day of the calendar month following its receipt.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • January 14th, 2021 • Adara Acquisition Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [______], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Adara Acquisition Corp., a Delaware corporation (the “Company”), and Adara Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • October 18th, 2022 • Adara Acquisition Corp. • Wholesale-durable goods, nec • Kentucky
This Second Amendment to Lease Agreement (this “Second Amendment”) is made this 1st day of August, 2014, by and between KTR LOU I LLC, a Delaware limited liability company (“Landlord”) and Alliance Entertainment, LLC, a Delaware limited liability Company (“Tenant”).
CONTINGENT CONSIDERATION ESCROW AGREEMENTContingent Consideration Escrow Agreement • February 13th, 2023 • Alliance Entertainment Holding Corp • Wholesale-durable goods, nec
THIS CONTINGENT CONSIDERATION ESCROW AGREEMENT (this “Agreement”) is made and entered into as of February 10, 2023, by and among Adara Acquisition Corp., a Delaware corporation (and, after the Closing, to be renamed Alliance Entertainment Holding Corporation) (“Parent”), Bruce Ogilvie, solely in his capacity as representative of the Company Stockholders (the “Securityholder Representative”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Escrow Agent”).
FIRST AMENDMENT TO LEASELease Agreement • October 18th, 2022 • Adara Acquisition Corp. • Wholesale-durable goods, nec
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made as of the 22nd day of January, 2018, by and between LIBERTY PROPERTY LIMITED PARTNERSHIP, a Pennsylvania limited partnership (“Landlord”), and COKEM INTERNATIONAL, LTD., a Minnesota corporation (“Tenant”).
STANDARD INDUSTRIAL LEASEIndustrial Lease Agreement • October 18th, 2022 • Adara Acquisition Corp. • Wholesale-durable goods, nec
In furtherance of the terms and conditions of Section 13.5 of this Lease and without limiting the generality thereof, Tenant herby agrees that the Premises shall be surrendered by Tenant to Landlord on or before the last day of the Term or the date of any earlier termination thereof in accordance with the terms and conditions of this Lease in a manner that is fully consistent in all respects with the following standards and guidelines:
