WARRANT AGREEMENTWarrant Agreement • December 14th, 2021 • Jackson Acquisition Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 8, 2021, is by and between Jackson Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 14th, 2021 • Jackson Acquisition Co • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 8, 2021 by and between Jackson Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • December 14th, 2021 • Jackson Acquisition Co • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 8, 2021 by and between Jackson Acquisition Company, a Delaware corporation (the “Company”), and Douglas B. Kline (“Indemnitee”).
Registration Rights AgreementRegistration Rights Agreement • December 14th, 2021 • Jackson Acquisition Co • Blank checks • New York
This Registration Rights Agreement (this “Agreement”), dated as of December 8, 2021, is made and entered into by and among Jackson Acquisition Company, a Delaware corporation (the “Company”), RJ Healthcare SPAC, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Holders” 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”).
Jackson Acquisition Company (a Delaware corporation) 20,000,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2021 • Jackson Acquisition Co • Blank checks • New York
Jackson Acquisition Company, a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”), in its capacity as the underwriter named in Schedule A hereto (the “Underwriter”), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriter of the number of units (the “Units”) of the Company set forth in Schedule A hereto, totaling 20,000,000 Units in the aggregate, and (ii) the grant by the Company to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of 3,000,000 additional Units. Each Unit consists of one share of Class A common stock, par value $0.0001, of the Company (the “Class A Shares”) and one-half of one warrant of the Company to purchase one Class A Share (the “Warrants”). The aforesaid 20,000,000 Units (the “Initial Securities”) to be purchased by the Underwriter and all or any part of the 3,000,000 ad
Jackson Acquisition Company Alpharetta, GA 30009 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 14th, 2021 • Jackson Acquisition Co • 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 Jackson Acquisition Company, a Delaware corporation (the “Company”), and BofA Securities, Inc., as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of up to 23,000,000 of the Company’s units (the “Units”) (including up to 3,000,000 units that may be purchased to cover over-allotments, if any, at the option of the Underwriter (the “over-allotment option”)), 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 whole warrant (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 will be sold in the Public Offering pursuant to a registration statement on Form S-1
Jackson Acquisition Company Alpharetta, GA 30009 December 8, 2021 RJ Healthcare SPAC, LLC 2655 Northwinds Parkway Alpharetta, GA 30009 Re: Administrative Services Agreement Ladies and Gentlemen:Jackson Acquisition Co • December 14th, 2021 • Blank checks • New York
This letter agreement by and between Jackson Acquisition Company, a Delaware corporation (the “Company”) and RJ Healthcare SPAC, LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) 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 on Form S-1 (File No. 333-254727) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • December 14th, 2021 • Jackson Acquisition Co • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of December 8, 2021 (this “Agreement”), is entered into by and between Jackson Acquisition Company, a Delaware corporation (the “Company”), and RJ Healthcare SPAC, LLC, a Delaware limited liability company (the “Purchaser”).
