INDEMNITY AGREEMENTIndemnification Agreement • June 2nd, 2021 • Juniper II Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021, by and between Juniper II Corp., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
26,000,000 Units Juniper II Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 9th, 2021 • Juniper II Corp. • Blank checks • New York
Juniper II Corp., 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 “Representatives”) are acting as representative, 26,000,000 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 3,900,000 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 22 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 9th, 2021 • Juniper II Corp. • Blank checks • New York
Juniper II Corp. Palo Alto, California 94306Securities Subscription Agreement • April 2nd, 2021 • Juniper II Corp. • Blank checks • Delaware
We are pleased to accept the offer Juniper II Management, 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 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Juniper II Corp., 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’s and the Subscriber’s agreements regarding such Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • November 9th, 2021 • Juniper II Corp. • 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 3, 2021, is entered into by and among Juniper II Corp., a Delaware corporation (the “Company”), and Juniper II Management, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between JUNIPER II CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • November 9th, 2021 • Juniper II Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 3, 2021, is by and between Juniper II Corp., 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 9th, 2021 • Juniper II Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of November 3, 2021, is made and entered into by and among Juniper II Corp., a Delaware corporation (the “Company”), Juniper II Management, 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”).
Juniper II Corp. Chatham NJ 07928 Morgan Stanley New York, NY 10036 UBS Securities LLC New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 22nd, 2021 • Juniper II Corp. • 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 II Corp., a Delaware corporation (the “Company”), Morgan Stanley and UBS Securities LLC (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 22,500,000 of the Company’s units (including up to 3,375,000 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-fourth 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 Se
Juniper II Corp. Palo Alto, California 94306 Morgan Stanley New York, NY 10036 UBS Securities LLC New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 9th, 2021 • Juniper II Corp. • 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 II Corp., a Delaware corporation (the “Company”), Morgan Stanley and UBS Securities LLC (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 26,000,000 of the Company’s units (including up to 3,900,000 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 Secu
JUNIPER II CORP.Administrative Support Agreement • June 2nd, 2021 • Juniper II Corp. • Blank checks • New York
JUNIPER II CORP.Administrative Support Agreement • November 9th, 2021 • Juniper II Corp. • Blank checks • New York
This letter agreement by and between Juniper II Corp. (the “Company”) and Juniper II Management, 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”):
FORM OF NON-REDEMPTION AGREEMENTNon-Redemption Agreement • April 25th, 2023 • Juniper II Corp. • Blank checks • New York
This Non-Redemption Agreement (“Agreement”) dated April [ ], 2023, by and among the entities listed on Exhibit A (collectively, the “Holder”), Juniper II Management, LLC, a Delaware limited liability company (the “Insider”), and Juniper II Corp., a Delaware corporation (the “Company”).
Juniper II Corp. Palo Alto, California 94306 Morgan Stanley New York, NY 10036 UBS Securities LLC New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 9th, 2021 • Juniper II Corp. • 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 II Corp., a Delaware corporation (the “Company”), Morgan Stanley and UBS Securities LLC (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 26,000,000 of the Company’s units (including up to 3,900,000 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 Secu
