18,000,000 Units ACCRETION ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • October 25th, 2021 • Accretion Acquisition Corp. • Blank checks • New York
Accretion Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. and Stephens Inc. (each a “Representative” and collectively 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:
WARRANT AGREEMENTWarrant Agreement • October 25th, 2021 • Accretion Acquisition Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of October 20, 2021 between Accretion Acquisition Corp., a Delaware corporation, with offices at 410 17th Street, Suite 1110, Denver, CO 80202 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2021 • Accretion Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 20, 2021, by and among Accretion Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 25th, 2021 • Accretion Acquisition Corp. • Blank checks • Delaware
This Agreement, made and entered into effective as of October 20, 2021 (“Agreement”), by and between Accretion Acquisition Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 25th, 2021 • Accretion Acquisition Corp. • Blank checks • New York
RIGHTS AGREEMENTRights Agreement • October 25th, 2021 • Accretion Acquisition Corp. • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of October 20, 2021 between Accretion Acquisition Corp., a Delaware corporation, with offices at 410 17th Street, #1110, Denver, CO 80202 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company, with offices at 1 State Street, New York, New York 10004 (“Rights Agent”).
October 20, 2021Letter Agreement • October 25th, 2021 • Accretion Acquisition Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Accretion Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. and Stephens Inc. as representatives (the “Representatives”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), one right (“Right”) to receive one-tenth of one share of Common Stock, and one-half of one warrant (“Warrant”), each whole Warrant exercisable for one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 12 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • October 25th, 2021 • Accretion Acquisition Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of October 20, 2021 (“Agreement”), by and among Accretion Acquisition Corp., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Initial Stockholders”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”).
