FORM OF WARRANT AGREEMENT JACKSON ACQUISITION COMPANY II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2024Warrant Agreement • November 1st, 2024 • Jackson Acquisition Co II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2024, is by and between Jackson Acquisition Company II., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
Jackson Acquisition Company II Alpharetta, GA 30009Jackson Acquisition Co II • September 27th, 2024 • Georgia
We are pleased to accept the offer RJ Healthcare SPAC II, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Jackson Acquisition Company II, a Cayman Islands exempted company (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), Class B Shares will convert into Class A shares on a one-for-one basis, subject to adjustment, upon the terms and conditions set forth in the Articles. Unless t
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 1st, 2024 • Jackson Acquisition Co II • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of the date hereof, among the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • November 1st, 2024 • Jackson Acquisition Co II • Blank checks • New York
THIS UNIT SUBSCRIPTION AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of [●], 2024 is entered into by and among Jackson Acquisition Company II, a Cayman Islands exempted company (the “Company”), and Roth Capital Partners, LLC, a California limited liability company (the “Purchaser”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 1st, 2024 • Jackson Acquisition Co II • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Jackson Acquisition Company II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Jackson Acquisition Company II 2655 Northwinds Parkway Alpharetta, GA 30009 United States of AmericaLetter Agreement • November 1st, 2024 • Jackson Acquisition Co II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Jackson Acquisition Company II, a Cayman Islands exempted company (the “Company”), and Roth Capital Partners, LLC, a California limited liability company (“Roth”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (“Units”) (including up to 3,000,000 Units that may be purchased to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1, File
20,000,000 Units JACKSON ACQUISITION COMPANY II UNDERWRITING AGREEMENTJackson Acquisition Co II • November 1st, 2024 • Blank checks • New York
Roth Capital Partners, LLC Newport Beach, CA 92660Jackson Acquisition Co II • November 1st, 2024 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Jackson Acquisition Company II, a Cayman Islands exempted company (“Company”), has requested Roth Capital Partners, LLC (the “Advisor”) to assist it in connection with the Company’s merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-282393) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • November 1st, 2024 • Jackson Acquisition Co II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2024, is made and entered into by and among Jackson Acquisition Company II, a Cayman Islands exempted company (the “Company”), and RJ Healthcare SPAC II, LLC, a Georgia limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
Jackson Acquisition Company II Alpharetta, GA 30009Jackson Acquisition Co II • November 1st, 2024 • Blank checks
This letter agreement by and between Jackson Acquisition Company II, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and RJ Healthcare SPAC II, LLC, a Georgia limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) 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 on Form S-1 (File No. 333-282393) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
