BUSINESS COMBINATION AGREEMENT by and among JUPITER ACQUISITION CORPORATION, 1427702 B.C. LTD., FILAMENT MERGER SUB LLC and FILAMENT HEALTH CORP. dated as of July 18, 2023Business Combination Agreement • July 24th, 2023 • Jupiter Acquisition Corp • Blank checks • Delaware
This Business Combination Agreement, dated as of July 18, 2023 (this “Agreement”), is made and entered into by and among Jupiter Acquisition Corporation, a Delaware corporation (“SPAC”), 1427702 B.C. Ltd., a British Columbia corporation (“TopCo”), Filament Merger Sub LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of TopCo (“Merger Sub” and, together with TopCo, the “Merger Subsidiaries” and each, a “Merger Subsidiary”), and Filament Health Corp., a corporation organized under the Laws of British Columbia, Canada (the “Company”). Capitalized terms used herein without definition have the meanings set forth in Article I.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 24th, 2023 • Jupiter Acquisition Corp • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”) is dated as of July 18, 2023, by and among Jupiter Founders LLC, a Delaware limited liability company (“Sponsor”), Jupiter Acquisition Corporation, a Delaware corporation (“SPAC”), and Filament Health Corp., a corporation organized under the Laws of British Columbia, Canada (the “Company”). Sponsor, SPAC and the Company are each referred to herein as a “Party” and, collectively, the “Parties.” Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
Shareholder SUPPORT AGREEMENTShareholder Support Agreement • July 24th, 2023 • Jupiter Acquisition Corp • Blank checks • Delaware
This Shareholder Support Agreement (this “Agreement”), dated as of July 18, 2023, is entered into by and among Jupiter Acquisition Corporation, a Delaware corporation (“SPAC”), Filament Health Corp., a corporation organized under the Laws of the Province of British Columbia, Canada (the “Company”), and certain of the shareholders of the Company whose names appear on the signature pages of this Agreement (collectively, the “Shareholders” and, each, a “Shareholder”). SPAC, the Company and the Shareholders are each referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
