FORM OF INDEMNITY AGREEMENTIndemnification Agreement • November 2nd, 2020 • Jiya Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2020, by and between Jiya Acquisition Corp., a Delaware Corporation (the “Company”), and [_______] (“Indemnitee”).
10,000,000 Shares of Class A Common Stock Jiya Acquisition Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • November 2nd, 2020 • Jiya Acquisition Corp. • Blank checks • New York
The Company will enter into an Investment Management Trust Agreement, effective as of the Closing Date (as defined in Section 3), with Continental Stock Transfer & Trust Company (“CST”), as trustee, in substantially the form filed as Exhibit 10.2 to the Registration Statement (the “Trust Agreement”), pursuant to which certain of the proceeds from the sale of the Private Placement Shares (as defined below) and the proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Underwritten Securities and the Option Securities, if and when issued.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2020 • Jiya Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among Jiya Acquisition Corp., a Delaware corporation (the “Company”), Jiya Holding Company LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
Jiya Acquisition Corp. 628 Middlefield Road Palo Alto, CA 94301 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • November 2nd, 2020 • Jiya Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Jiya Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 10,000,000 of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). The Class A Common Stock will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Class A Common Stock listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 2nd, 2020 • Jiya Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2020 by and between Jiya Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Jiya Acquisition Corp. 628 Middlefield Road Palo Alto, CA 94301Securities Subscription Agreement • November 2nd, 2020 • Jiya Acquisition Corp. • Blank checks • Delaware
Jiya Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by Jiya Holding Company, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 4,312,500 shares (the “Shares”) of Class B common stock of the Company, $0.0001 par value per share (“Class B Common Stock”), up to 562,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one share of Class A Common Stock of the Company, $0.0001 per share (“Class A Common Stock”) and one, or a portion of one, warrant to purchase one share of Class A Common Stock (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • November 2nd, 2020 • Jiya Acquisition Corp. • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of October 30, 2020, between Jiya Acquisition Corp., a Delaware corporation (the “Company”), and Samsara BioCapital, L.P., a Delaware limited partnership (the “Purchaser”).
Jiya Acquisition Corp. 628 Middlefield Road Palo Alto, CA 94301Private Placement Purchase Agreement • November 2nd, 2020 • Jiya Acquisition Corp. • Blank checks • Delaware
Jiya Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”), is pleased to accept the offer made by Jiya Holding Company, LLC, a Delaware limited liability company (“Subscriber” or “you”), to purchase 500,000 shares (the “Shares”) of Class A common stock of the Company, $0.0001 par value per share (“Class A Common Stock”), at a price of $10.00 per share concurrently with the Company’s initial public offering (“IPO”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
JIYA ACQUISITION CORP.Administrative Services Agreement • November 2nd, 2020 • Jiya Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and among Jiya Acquisition Corp. (the “Company”) and Jiya Holding Company LLC (the “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 Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. 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”):
