Exhibit 10.8


 


[ ], 2022


 


Excolere Acquisition Corp.

2029 Century Park East, Suite 400N


Los Angeles, CA 90067


 


Re:     Initial
Public Offering


 


Ladies and Gentlemen:


 


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.


 


In order to induce
the Company and the Underwriter 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 as a stockholder of the Company, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


	 	1.	The Company shall not enter into a definitive agreement regarding a Business Combination without the prior written consent of the undersigned.


 


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


 


	 	3.	In the event that the Company does not complete a Business Combination
within the time period set forth in the Company’s amended and restated certificate of incorporation, as the same may be further
amended from time to time (the “Charter”), 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) as promptly as reasonably possible,
but not more than 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 the Trust Account not previously released to the Company to pay its
tax obligations, if any (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding
IPO Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive
further liquidation distributions, if any), and (iii) as promptly as reasonably possible 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 cases 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. The undersigned hereby waives any and all right, title, interest or claim of any kind in or
to any distribution of the Trust Account and any remaining net assets of the Company as a result of such liquidation with respect to the
Founder Shares owned by the undersigned. However, if the undersigned has acquired IPO Shares in or after the IPO, it will be entitled
to liquidating distributions from the Trust Account with respect to such IPO Shares in the event that the Company does not complete a
Business Combination within the time period set forth in the Charter. In the event of the liquidation of the Trust Account, the undersigned
agrees that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent
registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which
the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of
(i) $10.20 per IPO Share and (ii) the actual amount per IPO Share held in the Trust Account as of the date of the liquidation
of the Trust Account, if less than $10.20 per IPO Share due to reductions in the value of the assets in the Trust Account, in each case
less interest that may be withdrawn to pay the Company’s tax obligations, if any; provided that such liability will not apply to
any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust
Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s obligation to indemnify
the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, pursuant to the Underwriting
Agreement. The undersigned acknowledges and agrees that there will be no distribution from the Trust Account with respect to any Warrants,
all rights of which will terminate on the Company’s liquidation.



 






     


     


    

 


	 	4.	The undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with a target business that is affiliated with the undersigned or any other 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 an independent accounting firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point of view.


 


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


 


	6.	(a)	The undersigned agrees that the Founder Shares may not be transferred, assigned or sold (except to certain permitted transferees as described in the Registration Statement or herein) (the “Lockup”) until the earliest of: (1) one year after the completion of a Business Combination or (2) the date following the completion of the Company’s initial Business Combination, (x) on which the last reported sale price of our Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination or (y) on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.


 


	 	(b)	Notwithstanding the provisions set forth in paragraphs 6(a) and 6(c), during the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the undersigned will not, without the prior written consent of the Underwriter pursuant to the Underwriting Agreement, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, hedge or otherwise dispose of or agree to dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Securities and Exchange Commission (the “SEC”) in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder with respect to, any other Units, shares of Common Stock, Founder Shares or Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction, including the filing of a registration statement, specified in clause (i) or (ii). The provisions of this paragraph will not apply (i) to the transfer of Founder Shares to any independent director appointed or elected to the Company’s board of directors before or after the IPO or (ii) if the release or waiver is effected solely to permit a transfer not for consideration and, in each case the transferee has agreed in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 






     


     


    

 


	 	(c)	The undersigned agrees that until the Company completes an initial Business Combination, the undersigned’s Private Placement Warrants will be subject to the transfer restrictions described in the Private Placement Warrants Purchase Agreement relating to the undersigned’s Private Placement Warrants.


 


	 	(d)	Notwithstanding the provisions set forth in paragraphs 6(a) and 6(c), transfers, assignments and sales by the undersigned of the Founder Shares, Private Placement Warrants and shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants or conversion of the Founder Shares are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members or partners of the undersigned or their affiliates, any affiliates of the undersigned, or any employees of such affiliates; (ii) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the completion of the Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or shares of Common Stock, as applicable, were originally purchased; (vi) by virtue of the undersigned’s organizational documents upon liquidation or dissolution of the undersigned; (vii) to the Company for no value for cancellation in connection with the completion of the Business Combination; (viii) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (ix) in the event of completion of a liquidation, merger, share 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 subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through (vi) these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt, the transfers of Founder Shares, Private Placement Warrants and shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants or conversion of the Founder Shares shall be permitted regardless of whether a filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made with respect to such transfers.


 


	 	7.	The undersigned hereby agrees that upon the redemption of the shares of Common Stock by any public stockholder in connection with the stockholder vote to approve the Business Combination as provided for in the Charter (each a “Public Share Redemption”), the undersigned agrees to forfeit to the Company at no cost one share of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”) for each four (4) shares of Common Stock redeemed in the Public Share Redemption; provided, that in no event shall the undersigned forfeit any fractional shares of Class B Common Stock.


 


	 	8.	The undersigned has full right and power, without violating any agreement by which it is bound, to enter into this Letter Agreement.


 


	 	9.	The undersigned hereby waives any right to exercise redemption rights
with respect to any of the Company’s shares of Common Stock owned or to be owned by the undersigned, directly or indirectly, whether
such shares be part of the Founder Shares or IPO Shares, and agrees not to seek redemption with respect to such shares (or sell such shares
to the Company in any tender offer) in connection with any stockholder vote to approve (x) a Business Combination or (y) an
amendment to the Charter that would affect the substance or timing of the Company’s obligation to allow redemption in connection
with the Business Combination or to redeem 100% of the shares of Common Stock if the Company has not completed a Business Combination
within 18 months from the closing of the IPO.



 






     


     


    

 


	 	10.	The undersigned hereby agrees to not propose any amendment to the Charter
that would affect the substance or timing of the Company’s obligation to provide for the redemption of the shares of Common Stock
held by public stockholders in connection with an initial Business Combination or to redeem 100% of the shares of Common Stock held by
public stockholders if the Company does not complete an initial Business Combination within 18 months from the closing of the IPO unless
the Company provides its public stockholders with the opportunity to redeem their Common Stock upon approval of any such amendment at
a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the
funds held in the Trust Account and not previously released to the Company to pay taxes, divided by the number of then outstanding shares
of Common Stock held by public stockholders.



 


	 	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. 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.


 


	 	12.	As used herein, (i) a “Business Combination” shall mean a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities; (ii) “Insiders” shall mean all officers, directors and sponsors of the Company immediately prior to the IPO; (iii) “Founder Shares” shall mean all of the Class B Common Stock of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO; (v) “Private Placement Warrants” shall mean the warrants that are being sold privately by the Company simultaneously with the consummation of the IPO; (vi) “Trust Account” shall mean the trust account into which the net proceeds of the Company’s IPO and a portion of the proceeds from the sale of the Private Placement Warrants will be deposited; and (vii) “Registration Statement” means the Company’s registration statement on Form S-1 (SEC File No. 333-252946) filed with the SEC, as amended.


 


	 	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) as to any particular provision, except by a written instrument executed by all parties hereto.


 


	 	14.	The undersigned acknowledges and understands that the Underwriter 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 any Underwriter 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.


 


	 	15.	This Letter Agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This Letter Agreement shall terminate on the earlier of (i) the completion of a Business Combination and (ii) the liquidation of the Company; provided, that such termination shall not relieve the undersigned from liability for any breach of this agreement prior to its termination. The parties hereto may not assign either this Letter Agreement or any of their rights, interests, or obligations hereunder without the prior written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.


 


[Signature Page Follows]


 






     


     


    

 


	 	EXCOLERE ACQUISITION SPONSOR LLC
	 	 	 
	 	By: 	
	 	Name: 	Anthony Miller
	 	Title: 	Managing Member
	 	 	 
	 	Acknowledged and Agreed:
	 	 	 
	 	EXCOLERE ACQUISITION CORP.
	 	 	 
	 	By: 	 
	 	Name: 	Anthony Miller
	 	Title: 	Chief Executive Officer


 


Signature Page to Letter Agreement
(between the Registrant and the Sponsor)