Exhibit 10.5





 


October 20, 2021


 


Accretion Acquisition Corp. 


410 17th Street, #1110 


Denver, CO 80202


 


EarlyBirdCapital, Inc. 


366 Madison Ave
8th Floor 


New York, NY 10017


 


Stephens Inc. 


65 E 55th
Street, 22nd Floor 


New York, NY 10022


 


Re:     Initial
Public Offering


 


Ladies and Gentlemen:


 


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.


 


In order to induce the Company
and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such
IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the undersigned hereby agrees, severally but not jointly, with the Company as follows:


 


1.             If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock beneficially
owned by him, her, or it, whether acquired before, in, or after the IPO, in favor of such Business Combination.


 


2.             (a)              In
the event that the Company fails to consummate a Business Combination within the time period set forth in the Company’s Amended
and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Certificate of Incorporation”),
the undersigned will, as promptly as possible, take all necessary actions to cause the Company to (i) cease all operations except
for the purpose of winding up, (ii) not more than ten (10) business days thereafter, redeem the IPO Shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on funds held in
the Trust Account (less up to $100,000 to pay liquidation expenses and net of interest released to the Company to pay taxes as permitted
pursuant to the Trust Agreement), divided by the number of then outstanding IPO Shares, which redemption will extinguish public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) following such redemption,
subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate,
subject in the case of clauses (ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of
creditors and other requirements of applicable law.


 






     


     


    

 


(b)            The
undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Account (“Claim”)
with respect to the Founders’ Shares owned by the undersigned and hereby waives any Claim the undersigned may have in the future
as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Account for
any reason whatsoever. The undersigned acknowledges and agrees that there will be no distribution from the Trust Account with respect
to any Rights or Warrants, all rights of which will terminate on the Company’s liquidation.


 


(c)            [In
the event of the liquidation of the Trust Account, Accretion Acquisition Sponsor, LLC agrees to indemnify and hold harmless the Company
for any debts and obligations to target businesses or vendors or other entities that are owed money by the Company for services rendered
or contracted for or products sold to the Company, but only to the extent necessary to ensure that such debt or obligation does not reduce
the amount of funds in the Trust Account below $10.00 per share; provided that such indemnity shall not apply (i) if such vendor
or prospective target business executed an agreement waiving any right, title, interest or claim of any kind they may have in or to any
monies held in the Trust Account, or (ii) as to any claims under the Company’s obligation to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).]1


 


3.             The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated with
any Insiders of the Company or their affiliates, such transaction must be approved by a majority of the Company’s disinterested
independent directors and the Company must obtain an opinion from an independent investment banking firm, or another independent entity
that commonly renders valuation opinions, that such Business Combination is fair to the Company’s unaffiliated stockholders from
a financial point of view.


 


4.             Neither
the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation, finder fee or
other cash payment prior to, or for services rendered in order to effectuate, the consummation of the Business Combination; provided that
the Company shall be allowed to make the payments set forth in the Registration Statement under the caption “Prospectus
Summary – The Offering – Limited payments to insiders.”


 





 



1 For Sponsor letter only.


 






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5.           (a)            The
undersigned will place into escrow all Founders’ Shares owned by the undersigned pursuant to the terms of a Stock Escrow Agreement
which the Company will enter into with the undersigned and an escrow agent.


 


(b)           The
undersigned agrees that until after the Company consummates a Business Combination, all Private Warrants (and underlying securities) owned
by the undersigned will be subject to the transfer restrictions described in the Subscription Agreement relating to the undersigned’s
Private Warrants.


 


6.           (a)            In
order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned hereby agrees that
until the earliest of the Company’s initial Business Combination or liquidation, the undersigned shall present to the Company for
its consideration, prior to presentation to any other entity, any suitable target business, subject to any fiduciary or contractual obligations
the undersigned might have.


 


(b)            The
undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company may be irreparably injured in the event
of a breach of any of the obligations contained in this Letter Agreement, (ii) monetary damages may not be an adequate remedy for
such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party
may have in law or in equity, in the event of such breach.


 


7.            The
undersigned’s biographical information previously furnished to the Company and the Representatives is true and accurate in all
respects, does not omit any material information with respect to the undersigned’s background and contains all of the information
required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. The undersigned’s FINRA
Questionnaire previously furnished to the Company and the Representatives is true and accurate in all respects. The undersigned represents
and warrants that:2


 


(a)            he/she
has never had a petition under the federal bankruptcy laws or any state insolvency law been filed by or against (i) him/her or any
partnership in which he/she was a general partner at or within two years before the time of filing; or (ii) any corporation or business
association of which he/she was an executive officer at or within two years before the time of such filing;


 


(b)           he/she
has never had a receiver, fiscal agent or similar officer been appointed by a court for his/her business or property, or any such partnership;


 


(c)            he/she
has never been convicted of fraud in a civil or criminal proceeding;


 





 



2
For officer, director, and promoter letter only.


 






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(d)            he/she
has never been convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations
and minor offenses);


 


(e)            he/she
has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining or otherwise limiting him/her from (i) acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person
regulated by the Commodity Futures Trading Commission (“CFTC”) or an associated person of any of the foregoing, or as an investment
adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank,
savings and loan association or insurance company, or from engaging in or continuing any conduct or practice in connection with any such
activity; or (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase
or sale of any security or commodity or in connection with any violation of federal or state securities or federal commodities laws;


 


(f)            he/she
has never been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state
authority barring, suspending or otherwise limiting for more than 60 days his/her right to engage in any activity described in 7(e)(i) above,
or to be associated with persons engaged in any such activity;


 


(g)           he/she
has never been found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities
law, where the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended or vacated;


 


(h)           he/she
has never been found by a court of competent jurisdiction in a civil action or by the CFTC to have violated any federal commodities law,
where the judgment in such civil action or finding by the CFTC has not been subsequently reversed, suspended or vacated;


 


(i)             he/she
has never been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree or finding, not
subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities
law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited
to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and
desist order, or removal or prohibition order or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection
with any business entity;


 


(j)             he/she
has never been the subject of, or party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory
organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over
its members or persons associated with a member;


 


(k)           he/she
has never been convicted of any felony or misdemeanor: (i) in connection with the purchase or sale of any security; (ii) involving
the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer,
municipal securities dealer, investment advisor or paid solicitor of purchasers of securities;


 


(l)            he/she
was never subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a
state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency
or officer of a state performing like functions); an appropriate federal banking agency; the Commodity Futures Trading Commission; or
the National Credit Union Administration that is based on a violation of any law or regulation that prohibits fraudulent, manipulative,
or deceptive conduct;


 






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(m)           he/she
has never been subject to any order, judgment or decree of any court of competent jurisdiction, that, at the time of such sale, restrained
or enjoined him/her from engaging or continuing to engage in any conduct or practice: (i) in connection with the purchase or sale
of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business
of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;


 


(n)            he/she
has never been subject to any order of the SEC that orders him/her to cease and desist from committing or causing a future violation of:
(i) any scienter-based anti-fraud provision of the federal securities laws, including, but not limited to, Section 17(a)(1) of
the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Advisers
Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;


 


(o)            he/she
has never been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that was the
subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, currently, the subject of an investigation
or proceeding to determine whether a stop order or suspension order should be issued;


 


(p)           he/she
has never been subject to a United States Postal Service false representation order, or is currently subject to a temporary restraining
order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for
obtaining money or property through the mail by means of false representations;


 


(q)            he/she
is not subject to a final order of a state securities commission (or an agency of officer of a state performing like functions); a
state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an
agency or officer of a state performing like functions); an appropriate federal banking agency; the Commodity Futures Trading
Commission; or the National Credit Union Administration that bars the undersigned from: (i) association with an entity
regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or
banking; or (iii) engaging in savings association or credit union activities;


 


(r)            he/she
is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or section 203(e) or 203(f) of the Investment Advisers Act of 1940, as amended (the
 “Advisers Act”), that: (i) suspends or revokes the undersigned’s registration as a broker, dealer, municipal securities
dealer or investment adviser; (ii) places limitations on the activities, functions or operations of, or imposes civil money penalties
on, such person; or (iii) bars the undersigned from being associated with any entity or from participating in the offering of any
penny stock; and


 


(s)           he/she
has never been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory
organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for any act
or omission to act constituting conduct inconsistent with just and equitable principles of trade.


 






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8.           The
undersigned has full right and power, without violating any agreement by which he, she or it is bound, to enter into this Letter Agreement
[and to serve as a director and/or officer of the Company].3


 


9.             The
undersigned hereby waives any right to exercise redemption rights with respect to any shares of Common Stock owned or to be owned by the
undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), whether such shares are part of the Founders’
Shares or shares purchased by the undersigned in the IPO or in the aftermarket, and agrees not to seek redemption with respect to such
shares in connection with any vote to approve a Business Combination or any vote to amend Article Sixth of the Certificate of Incorporation
(or sell such shares to the Company in a tender offer in connection with the foregoing).


 


10.           The
undersigned hereby agrees to not propose, or vote in favor of, an amendment to Article Sixth of the Certificate of Incorporation
prior to the consummation of a Business Combination unless the Company provides public stockholders with the opportunity to redeem their
shares of Common Stock for cash upon such approval in accordance with such Article Sixth thereof.


 


11.           This
Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
Each of the Company and the undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or
relating in any way to this Letter Agreement shall be brought and enforced in the courts of the State of New York of the United
States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive and (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient
forum.


 


 






3 For officer and director letter
only.


 






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12.          As
used herein, (i) a “Business Combination” means a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders”
means all officers, directors and sponsors of the Company immediately prior to the IPO; (iii) “Founders’ Shares”
means all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares”
means the shares of Common Stock issued in the Company’s IPO; (v) “Private Warrants” means the warrants
that are being sold privately by the Company simultaneously with the consummation of the IPO; (vi) “Trust Agreement”
means the Investment Management Trust Agreement between the Company and Continental Stock Transfer & Trust Company being entered
into in connection with the IPO and governing the use of funds held in the Trust Account; (vii) “Trust Account”
means the trust account into which a portion of the net proceeds of the IPO and sale of Private Warrants will be deposited; and (viii) “Registration
Statement” means the Company’s registration statement on Form S-1 (SEC File No. 333-258925) filed with the
Securities and Exchange Commission.


 


13.            This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and
supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they
relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended,
modified or waived (other than to correct a typographical error), except by a written instrument executed by all parties hereto.


 


14.          Each
of the undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations and
warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render the Underwriters a representative
of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with respect to the subject
matter hereof.


 


[Signature Page Follows]


 






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	 	[_____]
	 	Print Name of Insider
	 	 
	 	 
	 	Signature
	 	 
	 	Acknowledged and Agreed:
	 	 
	 	ACCRETION ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






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