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:
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”).
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”).
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”).
February 8, 2021Letter 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
Adara Acquisition Corp.Adara Acquisition Corp. • February 12th, 2021 • 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”):
