WARRANT AGREEMENTWarrant Agreement • December 16th, 2021 • Excolere Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2022, is by and between Excolere 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, in its capacity as the Company’s transfer agent, as the “Transfer Agent”). The Company, the Warrant Agent and the Transfer Agent shall individually be referred to as a “Party” and collectively as the “Parties”.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 16th, 2021 • Excolere Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2022 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Excolere Acquisition Corp., a Delaware corporation (the “Company”), and Excolere Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor” or the “Purchaser”).
EXCOLERE ACQUISITION CORP. 17,500,000 Units Underwriting AgreementUnderwriting Agreement • December 16th, 2021 • Excolere Acquisition Corp. • Blank checks • New York
Excolere Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 17,500,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 2,625,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.” To the extent that there are no additional Underwriters listed on Schedule 1 other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or plural as the context requires.
Excolere Acquisition Corp. 2029 Century Park East, Suite 400N Los Angeles, CA 90067Letter Agreement • December 16th, 2021 • Excolere Acquisition Corp. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Excolere Acquisition Corp., a Delaware corporation (the “Company”) and UBS Securities LLC (the “Underwriter”), 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 Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • December 16th, 2021 • Excolere Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDERS RIGHTS AGREEMENT (this “Agreement”) is entered into as of [ ], 2022, by Excolere Acquisition Corp., a Delaware corporation (the “Company”), Excolere Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the additional undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • December 16th, 2021 • Excolere Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2022 by and between Excolere Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Excolere Acquisition Corp. 2029 Century Park East Suite 400N Los Angeles, CA 90067Letter Agreement • December 16th, 2021 • Excolere Acquisition Corp. • Blank checks
This letter (the “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Excolere Acquisition Corp., a Delaware corporation (the “Company”) and UBS Securities LLC (the “Underwriter”), 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 Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
