WARRANT ASSUMPTION AGREEMENT
Exhibit 4.2
This Warrant Assumption Agreement (this “Warrant Assumption Agreement”) is entered into as of [•], 2022, by and among Jack Creek Investment Corp., a Cayman Islands exempted company (“JCIC”), Wildfire New PubCo, Inc., a Delaware corporation and direct, wholly owned subsidiary of JCIC (“New PubCo”), and Continental Stock Transfer & Trust Company, a New York Limited Purpose Trust Company (the “Warrant Agent” and together with JCIC and New PubCo, collectively as the “Parties” and individually, each a “Party”).
Warrant Agreement, automatically and irrevocably be modified to provide that such Warrant shall no longer entitle the holder thereof to purchase the number of Ordinary Shares set forth therein and in substitution thereof such Warrant shall entitle the holder thereof to acquire such number of shares of common stock of New PubCo, par value $0.0001 per share (“New PubCo Common Stock”), per Warrant, subject to adjustments as provided in Section 4 and the last sentence of Section 3.1 of the Existing Warrant Agreement, that such holder would have received pursuant to the terms and conditions of the Existing Warrant Agreement; and
WHEREAS, as a result of this Warrant Assumption Agreement, each Warrant outstanding immediately prior to the Second Effective Time will be exchanged for a warrant to purchase New PubCo Common Stock pursuant to the terms and conditions of the Existing Warrant Agreement.
(a) Upon and subject to the occurrence of the Second Effective Time, JCIC hereby assigns, and New PubCo hereby assumes, the rights and obligations of JCIC under the Existing Warrant Agreement and the Warrants, including the obligation to issue Ordinary Shares upon the exercise of the Warrants, and New PubCo hereby agrees to faithfully perform, satisfy and discharge when due, the liabilities and obligations of JCIC under the Existing Warrant Agreement and the Warrants. As a result of the preceding sentence, upon and subject to the occurrence of the Second Effective Time, each Warrant will be exchanged for a warrant to purchase New PubCo Common Stock pursuant to the terms and conditions of the Existing Warrant Agreement.
(b) This Warrant Assumption Agreement is being executed and delivered pursuant and subject to the Existing Warrant Agreement. Nothing in this Warrant Assumption Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any right, obligation, claim or remedy created by the Existing Warrant Agreement or any other document or instrument delivered pursuant to or in connection with it.
2. Amendment of Existing Warrant Agreement.
(a) JCIC, New PubCo, and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2 effective immediately prior to the Second Effective Time and conditions on the occurrence of the Closing, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the Registered Holders.
(b) All references to “Jack Creek Investment Corp., a Cayman Islands exempted company” in the Existing Warrant Agreement (including all Exhibits thereto) shall refer instead to “Bridger Aerospace Group Holdings, Inc., a Delaware corporation.” As a result thereof, all references to the “Company” in the Existing Warrant Agreement shall be references to Bridger Aerospace Group Holdings, Inc. or New PubCo rather than to Jack Creek Investment Corp. or JCIC.
(c) Reference to Ordinary Shares. All references to “Class A ordinary shares” of JCIC and “$0.0001 par value” in the Existing Warrant Agreement shall refer instead to “shares of common stock” of New PubCo and “with a par value of $0.0001 per share”, respectively. As a result thereof, all references to “Ordinary Shares” in the Existing Warrant Agreement shall be references to New PubCo’s Common Stock rather than to JCIC’s Class A ordinary shares.
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(d) Notice. The address for notices to JCIC set forth in Section 9.2 of the Existing Warrant Agreement is hereby amended and restated in its entirety as follows:
[90 Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Attn: [Xxxxx Xxxxxxxx; Xxxx Xxxxxxx]1
with a copy to:
Sidley Austin LLP
000 0xx Xxx.
Xxx Xxxx, XX 00000
Attn: Xxxxxxxx Xxxxx; Xxxxxx XxXxxx; Xxxxxxx Xxxxx
(e) Detachability of Warrants. Section 2.4 of the Existing Warrant Agreement is hereby deleted and replaced with the following:
“[INTENTIONALLY OMITTED]”
(f) Transfer of Warrants. Section 5.6 of the Existing Warrant Agreement is hereby deleted and replaced with the following:
“[INTENTIONALLY OMITTED]”
3. Miscellaneous.
(a) Governing Law and Jurisdiction. The validity, interpretation, and performance of this Warrant Assumption Agreement shall be governed in all respects by 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. New PubCo hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Warrant Assumption Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction. New PubCo hereby waives any objection to such jurisdiction and that such courts represent an inconvenient forum.
(b) Successors and Binding Effect. This Warrant Assumption Agreement shall be binding upon and inure to the benefit of the Parties hereto and to their respective successors and assigns.
(c) Entire Agreement. This Warrant Assumption Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them. Except as expressly set forth in this Warrant Assumption Agreement, provisions of the Existing Warrant Agreement which are not inconsistent with this Warrant Assumption Agreement shall remain in full force and effect. This Warrant Assumption Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
1 | NTD: TBD. |
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(d) Severability. This Warrant Assumption Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Warrant Assumption Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the Parties hereto intend that there shall be added as a part of this Warrant Assumption Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
(e) Headings. The section headings herein are for convenience only and are not part of this Warrant Assumption Agreement and shall not affect the interpretation thereof.
(f) Amendment. This Warrant Assumption Agreement may not be amended, except by an instrument in writing signed by each Party hereto.
(g) Termination. If the Business Combination Agreement is terminated in accordance with its terms before the Effective Time, this Warrant Assumption Agreement shall immediately terminate and cease to have any force or effect, without any liability on the part of any Party hereto, as if this Warrant Assumption Agreement had not been executed and delivered.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the Parties hereto have executed this Warrant Assumption Agreement as of the date first written above.
WILDFIRE NEW PUBCO, INC. | ||
By: | ||
Name: | ||
Title: | ||
JACK CREEK INVESTMENT CORP. | ||
By: | ||
Name: | ||
Title: | ||
CONTINENTAL STOCK TRANSFER & TRUST COMPANY | ||
By: | ||
Name: | ||
Title: |
[Signature Page to Warrant Assumption Agreement]