INDEMNITY AGREEMENTIndemnity Agreement • March 2nd, 2021 • Accelerate Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Accelerate Acquisition Corp., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).
ACCELERATE ACQUISITION CORP. 51 John F. Kennedy Parkway Short Hills, New Jersey 07078Accelerate Acquisition Corp. • March 2nd, 2021 • Blank checks • Delaware
We are pleased to accept the offer Accelerate Acquisition Sponsor LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,500,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Accelerate Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 2nd, 2021 • Accelerate Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [●], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Accelerate Acquisition Corp., a Delaware corporation (the “Company”), and Accelerate Acquisition Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Accelerate Acquisition Corp. 51 John F. Kennedy Parkway Short Hills, New Jersey 07078Letter Agreement • March 2nd, 2021 • Accelerate Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Power & Digital Infrastructure Acquisition Corp., a Delaware corporation (the “Company”) and UBS Securities LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 46,000,000 of the Company’s units (including 6,000,000 units that may be purchased pursuant to the Underwriter’s option to purchase additional units, the “Units”), each consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant (each whole warrant, a “Warrant”). Each 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 Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospec
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 2nd, 2021 • Accelerate Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Accelerate Acquisition Corp., a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • March 2nd, 2021 • Accelerate Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Accelerate Acquisition Corp., a Delaware corporation (the “Company”), Accelerate Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages 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”).
WARRANT AGREEMENT between ACCELERATE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • March 2nd, 2021 • Accelerate Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Accelerate Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
ACCELERATE ACQUISITION CORP. 40,000,000 Units Underwriting AgreementUnderwriting Agreement • March 2nd, 2021 • Accelerate Acquisition Corp. • Blank checks • New York
Accelerate 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 40,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 6,000,000 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.
ACCELERATE ACQUISITION CORP. 51 John F. Kennedy Parkway Short Hills, New Jersey 07078 [●], 2021Letter Agreement • March 2nd, 2021 • Accelerate Acquisition Corp. • Blank checks
This letter agreement will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Accelerate Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the completion by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Accelerate Acquisition Sponsor LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company, at 51 John F. Kennedy Parkway, Short Hills, New Jersey 07078 (or any successor location), certain office space, secretarial and administrative services (including without limitation certain financial modeling and related services) as may be required by the Company from time to time. In exchange therefor, the Company shall p
