INDEMNITY AGREEMENTIndemnity Agreement • October 29th, 2019 • Juniper Industrial Holdings, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November [●], 2019, by and between Juniper Industrial Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 13th, 2019 • Juniper Industrial Holdings, Inc. • Blank checks • New York
30,000,000 Units Juniper Industrial Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2019 • Juniper Industrial Holdings, Inc. • Blank checks • New York
Juniper Industrial Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defined are defined in Section 20 hereof.
Juniper Industrial Holdings, Inc. Chatham, NJ 07928Juniper Industrial Holdings, Inc. • October 18th, 2019 • Blank checks • Delaware
We are pleased to accept the offer Juniper Industrial 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 1,125,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Juniper Industrial Holdings, Inc., 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 • November 13th, 2019 • Juniper Industrial Holdings, Inc. • 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 November 7, 2019, is entered into by and among Juniper Industrial Holdings, Inc., a Delaware corporation (the “Company”), and Juniper Industrial Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between JUNIPER INDUSTRIAL HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 13th, 2019 • Juniper Industrial Holdings, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 13, 2019, is by and between Juniper Industrial Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • November 13th, 2019 • Juniper Industrial Holdings, Inc. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 13, 2019, is made and entered into by and among Juniper Industrial Holdings, Inc., a Delaware corporation (the “Company”), Juniper Industrial Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page 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”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 29th, 2019 • Juniper Industrial Holdings, Inc. • 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 November [•], 2019, is entered into by and among Juniper Industrial Holdings, Inc., a Delaware corporation (the “Company”), and Juniper Industrial Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 29th, 2019 • Juniper Industrial Holdings, Inc. • Blank checks • New York
Juniper Industrial Holdings, Inc. Chatham NJ 07928 UBS Securities LLC New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 13th, 2019 • Juniper Industrial Holdings, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Juniper Industrial Holdings, Inc., a Delaware corporation (the “Company”), and UBS Securities LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each 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 warrant. Each whole Warrant (each, a “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 “Prospectus”) included therein, filed by the Company with the Sec
JUNIPER INDUSTRIAL HOLDINGS, INC.Juniper Industrial Holdings, Inc. • November 13th, 2019 • Blank checks • New York
This letter agreement by and between Juniper Industrial Holdings, Inc. (the “Company”) and Juniper Industrial Sponsor, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • December 22nd, 2020 • Juniper Industrial Holdings, Inc. • Blank checks • Delaware
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and among Juniper Industrial Holdings, Inc., a Delaware corporation (“JIH”), Janus Parent, Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (the “Investor”), in connection with that certain Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among JIH, the Company, JIH Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“JIH Merger Sub”), and the other parties thereto, pursuant to which, among other things, JIH Merger Sub will merge with and into JIH on the Closing Date, with JIH surviving as the surviving company and a wholly-owned subsidiary of the Company, on the terms and subject to the conditions set forth in the Transaction Agreement (the transactions contemplated by
Juniper Industrial Holdings, Inc. Chatham NJ 07928 UBS Securities LLC New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 29th, 2019 • Juniper Industrial Holdings, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Juniper Industrial Holdings, Inc., a Delaware corporation (the “Company”), and UBS Securities LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each 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 warrant. Each whole Warrant (each, a “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 “Prospectus”) included therein, filed by the Company with the Sec
VOTING AGREEMENTVoting Agreement • December 22nd, 2020 • Juniper Industrial Holdings, Inc. • Blank checks • Delaware
This VOTING AGREEMENT, dated December 21, 2020 (this “Agreement”), is made and entered into by and among Janus Midco, LLC, a Delaware limited liability company (the “Company”), and the parties listed as signatories to this Agreement (each a “Stockholder” and collectively the “Stockholders”). The Company and the Stockholders are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”.
