INDEMNITY AGREEMENTIndemnification 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 25th, 2020 • 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 _________, 2020 (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 • August 25th, 2020 • Jupiter Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________, 2020, 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”), Brookline Capital Markets, a division of Arcadia Securities, LLC (“Brookline”), and Ladenburg Thalmann & Co. Inc. (“Ladenburg” and, together with the Sponsor, Nomura and Brookline, 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 CorporationSubscription Agreement • August 25th, 2020 • Jupiter Acquisition Corp • 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 • August 25th, 2020 • Jupiter Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2020, 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”).
jupiter acquisition corporation 11450 SE Dixie Highway Hobe Sound, FL 33455Administrative Services Agreement • August 25th, 2020 • Jupiter Acquisition Corp • 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”):
