INDEMNITY AGREEMENTIndemnity Agreement • August 25th, 2020 • Jupiter Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2020, by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 18th, 2021 • Jupiter Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Jupiter Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 26th, 2021 • Jupiter Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2021, is made and entered into by and among Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), Jupiter Founders LLC, a Delaware limited liability company (the “Sponsor”), Nomura Securities International, Inc. (“Nomura”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg” and, together with the Sponsor and Nomura, the “Founders”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Founders, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Jupiter ACQUISITION CORPORATION 15,000,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting Agreement August 12, 2021Underwriting Agreement • August 18th, 2021 • Jupiter Acquisition Corp • Blank checks • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2021 • Jupiter Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 12, 2021, is made and entered into by and among Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), Jupiter Founders LLC, a Delaware limited liability company (the “Sponsor”), Nomura Securities International, Inc. (“Nomura”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg” and, together with the Sponsor and Nomura, the “Founders”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Founders, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Jupiter Acquisition CorporationJupiter Acquisition Corp • August 25th, 2020 • Blank checks • New York
We are pleased to accept the offer Jupiter Founders LLC (the “Subscriber” or “you”) has made to purchase 5,681,000 shares (“Founder Shares”) of Class B common stock, $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”), of Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), up to 741,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
WARRANT AGREEMENTWarrant Agreement • July 26th, 2021 • Jupiter Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2021, is by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • August 18th, 2021 • Jupiter Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of August 12, 2021, by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and the parties listed on Schedule I hereto (each, a “Subscriber”).
Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455Letter Agreement • August 18th, 2021 • Jupiter Acquisition Corp • Blank checks
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 Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and Nomura Securities International, Inc., as representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (each, a “Unit”), each Unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the
Jupiter Acquisition CorporationSecurities Subscription Agreement • August 25th, 2020 • Jupiter Acquisition Corp • Blank checks • New York
This securities subscription agreement (this “Agreement”) is entered into as of the date set forth above by and between Mr. George L. Pita (the “Subscriber” or “you”) and Jupiter Acquisition Corporation, a Delaware corporation (the “Company”). Pursuant to the terms hereof, the Company accepts the offer the Subscriber has made to purchase 23,000 shares (“Founder Shares”) of Class B common stock, $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”), of the Company, up to 3,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms on which the Company is willing to sell t
BUSINESS COMBINATION AGREEMENT by and among JUPITER ACQUISITION CORPORATION, 1427702 B.C. LTD., FILAMENT MERGER SUB LLC and FILAMENT HEALTH CORP. dated as of July 18, 2023Business Combination Agreement • July 24th, 2023 • Jupiter Acquisition Corp • Blank checks • Delaware
This Business Combination Agreement, dated as of July 18, 2023 (this “Agreement”), is made and entered into by and among Jupiter Acquisition Corporation, a Delaware corporation (“SPAC”), 1427702 B.C. Ltd., a British Columbia corporation (“TopCo”), Filament Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of TopCo (“Merger Sub” and, together with TopCo, the “Merger Subsidiaries” and each, a “Merger Subsidiary”), and Filament Health Corp., a corporation organized under the Laws of British Columbia, Canada (the “Company”). Capitalized terms used herein without definition have the meanings set forth in Article I.
TERMINATION OF BUSINESS COMBINATION AGREEMENTTermination of Business Combination Agreement • December 20th, 2023 • Jupiter Acquisition Corp • Blank checks
This Termination of Business Combination Agreement, dated as of December 19, 2023 (this “Termination”), is by and among Jupiter Acquisition Corporation, a Delaware corporation (“Jupiter”), 1427702 B.C. Ltd., a corporation organized under the laws of British Columbia, Canada (“TopCo”), Filament Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), and Filament Health Corp., a corporation organized under the laws of British Columbia, Canada (the “Company”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the BCA (as defined below). Jupiter, TopCo, Merger Sub and the Company are collectively referred to as the “Parties” and each as a “Party”.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 24th, 2023 • Jupiter Acquisition Corp • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of July 18, 2023, by and among Jupiter Founders LLC, a Delaware limited liability company (“Sponsor”), Jupiter Acquisition Corporation, a Delaware corporation (“SPAC”), and Filament Health Corp., a corporation organized under the Laws of British Columbia, Canada (the “Company”). Sponsor, SPAC and the Company are each referred to herein as a “Party” and, collectively, the “Parties.” Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
jupiter acquisition corporation 11450 SE Dixie Highway Hobe Sound, FL 33455Jupiter Acquisition Corp • August 18th, 2021 • Blank checks • New York
This letter agreement by and between Jupiter Acquisition Corporation (the “Company”) and Hauslein & Company, Inc. (and/or its designee) (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 13th, 2023 • Jupiter Acquisition Corp • Blank checks
This First Amendment to Business Combination Agreement (this “Amendment”) is made effective as of December 5, 2023, by and among Jupiter Acquisition Corporation, a Delaware corporation (“SPAC”), 1427702 B.C. Ltd., a British Columbia corporation (“TopCo”), Filament Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of TopCo (“Merger Sub”), and Filament Health Corp., a corporation organized under the Laws of British Columbia, Canada (the “Company” and, together with SPAC, TopCo and Merger Sub, the “Parties”), in accordance with Section 11.11 of that certain Business Combination Agreement, dated as of July 18, 2023, by and among SPAC, TopCo, Merger Sub and the Company (as amended to date, the “Business Combination Agreement”).
WARRANT AGREEMENTWarrant Agreement • August 18th, 2021 • Jupiter Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 12, 2021, is by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent” and, in its capacity as transfer agent, referred to herein as the “Transfer Agent”).
Shareholder SUPPORT AGREEMENTShareholder Support Agreement • July 24th, 2023 • Jupiter Acquisition Corp • Blank checks • Delaware
This Shareholder Support Agreement (this “Agreement”), dated as of July 18, 2023, is entered into by and among Jupiter Acquisition Corporation, a Delaware corporation (“SPAC”), Filament Health Corp., a corporation organized under the Laws of the Province of British Columbia, Canada (the “Company”), and certain of the shareholders of the Company whose names appear on the signature pages of this Agreement (collectively, the “Shareholders” and, each, a “Shareholder”). SPAC, the Company and the Shareholders are each referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
jupiter acquisition corporation 11450 SE Dixie Highway Hobe Sound, FL 33455Jupiter Acquisition Corp • February 19th, 2021 • Blank checks • New York
This letter agreement by and between Jupiter Acquisition Corporation (the “Company”), [●] and Hauslein & Company, Inc. (and/or its designee) (“Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 24th, 2023 • Jupiter Acquisition Corp • Blank checks • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made effective as April 20, 2023, by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), and amends that certain Investment Management Trust Agreement, effective as of August 12, 2021 (the “Trust Agreement”), by and between the parties hereto. Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Trust Agreement.
jupiter acquisition corporation 11450 SE Dixie Highway Hobe Sound, FL 33455Jupiter Acquisition Corp • August 25th, 2020 • Blank checks • New York
This letter agreement by and among Jupiter Acquisition Corporation (the “Company”), [●] and [●] (each, a “Provider”, and together, “Providers”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):
ContractJupiter Acquisition Corp • April 17th, 2023 • Blank checks
Whereas pursuant to Sections 1(b) and 1(d) of the Agreement Brookline and Ladenburg are entitled to receive the Deferred Discount upon consummation of the Business Combination, Brookline and Ladenburg hereby waive on behalf of themselves, effective as of the date hereof, (i) their entitlement to the cash payment of any and all amounts of Deferred Discount now owing to Brookline and Ladenburg or subsequently payable to Brookline and Ladenburg in accordance with the Agreement, which such amounts equal an aggregate of $1,469,991 ($734,996 payable to each of Brookline and Ladenburg) (the “Cash Payment”). Upon the completion of a Business Combination, the Company may cause the surviving company of the Business Combination to issue 150,000 common shares of such surviving company to each of Brookline and Ladenburg, which such shares may not be subject to any lock-up or transfer restrictions other than those applicable under the United States securities laws, in lieu, and in full satisfaction,
