0001104659-21-003977 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • January 14th, 2021 • Adara Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of January [__], 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”).

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INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment 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”).

FORM OF INDEMNITY AGREEMENT
Indemnity 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”).

Adara Acquisition Corp. Charlotte, NC 28217
Letter 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

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 14th, 2021 • Adara Acquisition Corp. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [____], 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. UNDERWRITING AGREEMENT
Underwriting 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 AGREEMENT
Private Placement Warrants 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”).

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