Exhibit 10.2


 





STOCK ESCROW AGREEMENT


 


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”).


 


WHEREAS, the Company was formed
for the purpose of completing a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar
business combination (a “Business Combination”) with one or more businesses or entities.


 


WHEREAS, Accretion Acquisition
Sponsor LLC (“Sponsor”) purchased an aggregate of 4,312,500 shares of the Company’s common stock, par value $0.001 per
share (“Common Stock”) in a private placement.


 


WHEREAS, in October 2021,
the Company effected a dividend of 0.2 shares of common stock for each outstanding share of common stock resulting in there being an aggregate
of 5,175,000 shares of Common Stock held by the Initial Stockholders.


 


WHEREAS, the Company has entered
into an Underwriting Agreement, dated October 20, 2021 (“Underwriting Agreement”), with EarlyBirdCapital, Inc. and
Stephens Inc. (the “Representatives”) acting as representative of the several
underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed to purchase
18,000,000 units (“Units”) of the Company, plus up to an additional 2,700,000 Units if the Representatives exercise the over-allotment
option in full. Each Unit consists of one share of Common Stock, one right to receive one-tenth of one share of Common Stock, and one-half
of one warrant (“Warrant”), each whole Warrant to purchase one share of Common Stock, all as more fully described in the Company’s
final Prospectus, dated October 20, 2021 (“Prospectus”) comprising part of the Company’s Registration Statement
on Form S-1 (File No. 333-258925) under the Securities Act of 1933, as amended (“Registration Statement”), declared
effective on October 20, 2021 (“Effective Date”) and the automatically effective Form S-1MEF (File No. 333-260392).


 


WHEREAS, the Initial Stockholders
have agreed as a condition of the sale of the Units to deposit their shares of Common Stock of the Company in escrow as hereinafter provided.


 


WHEREAS, the Company and the
Initial Stockholders desire that the Escrow Agent accept the shares of Common Stock, in escrow, to be held and disbursed as hereinafter
provided.


 


IT IS AGREED:


 


1.            Appointment
of Escrow Agent. The Company and the Initial Stockholders hereby appoint the Escrow Agent to act in accordance with and subject to
the terms of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such
terms.


 


2.            Deposit
of Shares. On or before the Effective Date, the Initial Stockholders’ respective shares of Common Stock set forth on
Exhibit A hereto shall be deposited in escrow, to be held and disbursed subject to the terms and conditions of this
Agreement. The Initial Stockholders acknowledge that the shares deposited in escrow will be legended to reflect the deposit of such
shares under this Agreement.


 






     


     


    

 


3.             Disbursement
of the Escrow Shares.


 


3.1            If
the over-allotment option to purchase all or a portion of the additional 2,700,000 Units of the Company is not exercised in full within
45 days of the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return
to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 675,000 by a fraction, (i) the
numerator of which is 2,700,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters upon the
exercise of the over-allotment option, and (ii) the denominator of which is 2,700,000. The Company shall promptly provide notice
to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased by the Underwriters
in connection with the exercise thereof.


 


3.2            Except
as otherwise set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1
above (such remaining shares to be referred to herein as the “Escrow Shares”) until the six-month anniversary of the date
of the consummation of the Company’s initial Business Combination or earlier if, subsequent to the initial Business Combination,
the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (such period of time during
which the Escrow Shares are held in escrow, the “Escrow Period”). Upon the achievement of any of the conditions set forth
above, the Company shall promptly provide notice to the Escrow Agent, in form reasonably acceptable to the Escrow Agent. Upon completion
of the Escrow Period, the Escrow Agent shall disburse such amount of each Initial Stockholder’s Escrow Shares to the applicable
Initial Stockholder. The Escrow Agent shall have no further duties hereunder after the disbursement of the Escrow Shares in accordance
with this Section 3.2.


 


3.3            Notwithstanding
the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s
Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company
and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing the
Escrow Shares to the Initial Stockholders promptly after the public stockholders are paid the liquidating distributions and shall have
no further duties hereunder.


 


4.             Rights
of Initial Stockholders in Escrow Shares.


 


4.1            Voting
Rights as a Stockholder. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided,
the Initial Stockholders shall retain all of their rights as a stockholder of the Company as long as any shares are held in escrow pursuant
to this Agreement, including, without limitation, the right to vote such shares.


 



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4.2            Dividends
and Other Distributions in Respect of the Escrow Shares. For as long as any shares are held in escrow pursuant to this Agreement,
all dividends payable in cash with respect to the Escrow Shares shall be paid to the Initial Stockholders, but all dividends payable in
stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with
the terms hereof. As used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed thereon,
if any.


 


4.3            Restrictions
on Transfer. During the Escrow Period, the only permitted transfers of the Escrow Shares will be except (i) to officers, directors,
consultants or affiliates of the Initial Stockholders or the Company, (ii) to the Sponsor’s stockholders, partners or members
upon the Sponsor’s liquidation (such persons, together with the persons referred to in clause (i), being referred to as “Permitted
Transferees”), (iii) by bona fide gift to a member of a Permitted Transferee’s immediate family or to a trust, the beneficiary
of which is a Permitted Transferee or a member of a Permitted Transferee’s immediate family for estate planning purposes, (iv) by
virtue of the laws of descent and distribution upon death of a Permitted Transferee, (v) pursuant to a qualified domestic relations
order binding on a Permitted Transferee, (vi) to the Company for no value for cancellation in connection with the consummation of
a Business Combination or (vii) by private sales made at or prior to the consummation of a Business Combination at prices no greater
than the price at which the Escrow Shares were originally purchased; provided, however, that except for clause (vi) or with the Company’s
prior written consent, such permitted transfers may be implemented only upon the respective transferee’s written agreement to be
bound by the terms of this Agreement and the Insider Letter.


 


4.4            Insider
Letter. The Initial Stockholders have executed a letter agreement with the Company and the Representatives, dated as of the date hereto,
the form of which is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights and obligations
of such Initial Stockholder in certain events, including, but not limited to, the liquidation of the Company.


 


5.             Concerning
the Escrow Agent.


 


5.1            Good
Faith Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its
own best judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as
to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Escrow Agent in good faith to be genuine and to be signed or presented by the proper person
or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this
Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights
of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.


 









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5.2            Indemnification.
Subject to Section 5.8 below, the Escrow Agent shall be indemnified and held harmless by the Company from and against any
expenses, including reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any
action, suit or other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this
Agreement, the services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses
arising from the gross negligence, fraud or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent
of notice of any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other
parties hereto in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an
action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may
deposit the Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final,
non-appealable order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances
the Escrow Shares are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow
Agent resigns or is discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3            Compensation.
Subject to Section 5.8 below, the Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered
by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all reasonable expenses paid or incurred
by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’ fees
and disbursements and all taxes or other governmental charges.


 


5.4            Further
Assurances. From time to time on and after the date hereof, the Company and the Initial Stockholders shall deliver or cause to be
delivered to the Escrow Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow
Agent shall reasonably request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith
or to assure itself that it is protected in acting hereunder.


 


5.5            Resignation.
The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties hereto
written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective at such time
that the Escrow Agent shall turn the Escrow Shares over to a successor escrow agent appointed by the Company and approved by the Representatives,
which approval will not be unreasonably withheld, conditioned or delayed. If no new escrow agent is so appointed within the 60-day period
following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with any court it reasonably deems
appropriate in the State of New York.


 


5.6            Discharge
of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested in writing
at any time by all of the other parties hereto; provided, however, that such resignation shall become effective only upon the appointment
of a successor escrow agent selected by the Company and approved by the Representatives, which approval will not be unreasonably withheld,
conditioned or delayed.


 


5.7            Liability.
Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence,
fraud or willful misconduct.


 






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5.8            Waiver.
The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in,
or to any distribution of, the Trust Account and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim
against the Trust Account for any reason whatsoever.


 


6.             Miscellaneous.


 


6.1            Governing
Law. This 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. The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan,
for purposes of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating to this Agreement,
each party waives the right to trial by jury.


 


6.2            Third
Party Beneficiaries. Each of the parties to this Agreement hereby acknowledges that the Representatives are third party beneficiaries
of this Agreement.


 


6.3            Entire
Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except
as expressly provided herein, may only be changed, amended, or modified by a writing signed by each of the parties hereto.


 


6.4            Headings.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
thereof.


 


6.5            Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives,
successors and assigns.


 


6.6            Notices.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and
shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by email
or by facsimile transmission:


 


If to the Company, to:


 


                Accretion
Acquisition Corp.

410 17th Street, #1110

Denver, CO 80202

Attn: Brad Morse

E-mail: Brad@fulcrumef.com


 


 



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If to the Initial Stockholders, to
his or its address set forth in Exhibit A.


 


and if to the Escrow Agent, to:


 


                Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Client Administration Dept.

Email: accountadmin@continentalstock.com


 


A copy of any notice sent hereunder
shall be sent to:


 


                EarlyBirdCapital, Inc.

366 Madison Ave 8th Floor

New York, NY 10017

Attn: Steven Levine

Email: slevine@ebccap.com


 


Stephens Inc.


65 E 55th Street, 22nd Floor


New York, NY 10022


Attn: Keith Behrens


Email:
keith.behrens@stephens.com


 


with a copy to:


 


                Graubard
Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

Attn: David Alan Miller, Esq. / Jeffrey M. Gallant, Esq.

Email: dmiller@graubard.com / jgallant@graubard.com


 


		and:	



 


                Davis
Graham & Stubbs LLP

1550 17th Street, Suite 500


Denver, Colorado 80202

Attn: John Elofson


Sam Seiberling


Sam Niebrugge


E-mail:
John.Elofson@dgslaw.com


Sam.Seiberling@dgslaw.com


Sam.Niebrugge@dgslaw.com


 






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The parties may change the
persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change in the
manner provided herein for giving notice.


 


6.7            Liquidation
of the Trust Account. The Company shall give the Escrow Agent written notification of the liquidation of the Trust Account in the
event that the Company fails to consummate a Business Combination within the time period specified in the Company’s Amended and
Restated Certificate of Incorporation, as the same may be amended from time to time.


 


6.8            Counterparts.
This Agreement may be executed in several counterparts, each one of which shall constitute an original and may be delivered by facsimile
transmission and together shall constitute one instrument.


 


[Signature Page Follows]


 






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WITNESS the execution of
this Agreement as of the date first above written.


 


	 	 
	 	ACCRETION ACQUISITION
    CORP.
	 	 
	 	By: 	/s/
    Brad Morse
	 	Name: Brad Morse
	 	Title: Chief Executive
    Officer
	 	 
	 	CONTINENTAL STOCK
    TRANSFER & TRUST COMPANY
	 	 
	 	By: 	/s/
    Steven Vacante
	 	Name: Steven Vacante
	 	Title: Vice President
	 	 
	 	ACCRETION ACQUISITION
    SPONSOR LLC
	 	 
	 	By:	/s/
    Brad Morse
	 	Name: Brad Morse
	 	Title: President
	 	 
	 	/s/
    Charles Gwirtsman
	 	Charles Gwirtsman
	 	 
	 	/s/
    Ron Maor
	 	Ron Maor
	 	 
	 	/s/
    Daniel Posner
	 	Daniel Posner
	 	 
	 	/s/
    Cary Steinbeck
	 	Cary Steinbeck
	 	 
	 	/s/
    Chris Wright
	 	Chris Wright



 


[Signature
Page to Stock Escrow Agreement]


 



     


     


    




 


EXHIBIT A


 


	Name and Address of Sponsor	 	Number of
    Shares	 
	Accretion
                                            Acquisition Sponsor LLC
 c/o
                                            Accretion Acquisition Corp.
 410
                                            17th Street, #1110
 Denver, CO 80202
  
	 	 	4,875,000	 
	Charles Gwirtsman 
900 Pennsylvania St., Unit 500 
Denver,
    Colorado 80203 
	 	 	60,000	 
	Ron Maor 
24 Habanim St. 
Ramat Hasharon 
4722301
    
Israel 
	 	 	60,000	 
	Daniel Posner 
500 West End Ave. 
New York, New York
    10024 
	 	 	60,000	 
	Cary Steinbeck 
85 Bayview Dr. 
Manhattan Beach, California
    90266 
	 	 	60,000	 
	Chris Wright 
950 17th Street, Suite 2400 
Denver,
    Colorado 80202 
	 	 	60,000	 
	TOTAL	 	 	5,175,000	 




 



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