WARRANT AGREEMENT between JADE MOUNTAIN ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • July 22nd, 2021 • Jade Mountain Acquisition Corp. • New York
This Warrant Agreement (this “Agreement”), is made as of [●], 2021, between Jade Mountain Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
JADE MOUNTAIN ACQUISITION CORP.Jade Mountain Acquisition Corp. • July 22nd, 2021 • New York
This agreement (the “Agreement”) is entered into on June 30, 2021 by and between MP One Investment LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Jade Mountain Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 22nd, 2021 • Jade Mountain Acquisition Corp. • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of ______________, 2021, between Jade Mountain Acquisition Corp., a Delaware corporation (the “Company”), and _____________________________ (“Indemnitee”).
Jade Mountain Acquisition Corp. 5/F-4, No. 89 Songren Road, Xinyi District Taipei City 11073 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 22nd, 2021 • Jade Mountain Acquisition Corp.
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 Jade Mountain Acquisition Corp., a Delaware corporation (the “Company”) and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each redeemable warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering purs
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 22nd, 2021 • Jade Mountain Acquisition Corp. • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Jade Mountain Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 22nd, 2021 • Jade Mountain Acquisition Corp. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Jade Mountain Acquisition Corp., a Delaware corporation (the “Company”), MP One Investment LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with 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”).
Jade Mountain Acquisition Corp.Letter Agreement • July 22nd, 2021 • Jade Mountain Acquisition Corp. • New York
This letter agreement by and between Jade Mountain Acquisition Corp. (the “Company”) and Maxpro Capital Management LTD (“Maxpro”), 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”):
