24,000,000 Units ADIT EDTECH ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2021 • Adit EdTech Acquisition Corp. • Blank checks • New York
Adit Edtech Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 14th, 2021 • Adit EdTech Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 11th day of January, 2021, by and among Adit EdTech 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • January 14th, 2021 • Adit EdTech Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of January 11, 2021, is entered into by and between Adit EdTech Acquisition Corp., a Delaware corporation (the “Company”), and Adit EdTech Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 14th, 2021 • Adit EdTech Acquisition Corp. • Blank checks • New York
This Indemnification Agreement (this “Agreement”) is made and entered into as of January 11, 2021, by and between Adit EdTech Acquisition Corp., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).
January 11, 2021 Adit EdTech Acquisition Corp. New York, NY 10105 EarlyBirdCapital, Inc. New York, New York 10017 Re: Initial Public Offering Gentlemen:Underwriting Agreement • January 14th, 2021 • Adit EdTech Acquisition Corp. • Blank checks • New York
This letter agreement is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Adit EdTech Acquisition Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the 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 comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant, each whole warrant exercisable for one (1) share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in Section 12 hereof.
WARRANT AGREEMENTWarrant Agreement • January 14th, 2021 • Adit EdTech Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 11, 2021, is entered into by and between Adit EdTech Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 14th, 2021 • Adit EdTech Acquisition Corp. • Blank checks • New York
Adit EdTech Acquisition Corp.Service Agreement • January 14th, 2021 • Adit EdTech Acquisition Corp. • Blank checks • New York
This letter agreement will confirm our agreement that, commencing on the first date (the “Effective Date”) that any securities of Adit EdTech Acquisition Corp. (the “Company”) registered on the Company’s registration statement (the “Registration Statement”) for its initial public offering (the “IPO”) are listed on the New York Stock Exchange, and continuing until the earlier of (a) the consummation by the Company of an initial business combination and (b) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Adit EdTech Sponsor, LLC (“Sponsor”) shall make available to the Company certain general and administrative services, including office space, utilities and secretarial support as may be required by the Company from time to time, situated at 1345 Avenue of Americas, 33rd Floor, New York, NY 10105 (or any successor location). In exchange therefor, the Company shall pay Sponsor the sum
