Jupiter ACQUISITION CORPORATION 15,000,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting Agreement August 12, 2021Underwriting Agreement • August 18th, 2021 • Jupiter Acquisition Corp • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 18th, 2021 • 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 _________, 2021 (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.
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • August 18th, 2021 • Jupiter Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of August 12, 2021, by and between Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and the parties listed on Schedule I hereto (each, a “Subscriber”).
Jupiter Acquisition Corporation 11450 SE Dixie Hwy Hobe Sound, FL 33455Underwriting Agreement • August 18th, 2021 • Jupiter Acquisition Corp • Blank checks
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 Jupiter Acquisition Corporation, a Delaware corporation (the “Company”), and Nomura Securities International, Inc., as representative (the “Representative”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (each, a “Unit”), each Unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2021 • Jupiter Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 12, 2021, 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”) and Ladenburg Thalmann & Co. Inc. (“Ladenburg” and, together with the Sponsor and Nomura, 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 corporation 11450 SE Dixie Highway Hobe Sound, FL 33455Administrative Services Agreement • August 18th, 2021 • Jupiter Acquisition Corp • Blank checks • New York
This letter agreement by and between Jupiter Acquisition Corporation (the “Company”) and Hauslein & Company, Inc. (and/or its designee) (“Provider”), 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”):
WARRANT AGREEMENTWarrant Agreement • August 18th, 2021 • Jupiter Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 12, 2021, 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”).
