ANNEX B
FORM OF AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT
TRUST AGREEMENT
THIS
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this Amendment) is made as of , 2023,
by and between Juniper II Corp., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation (the Trustee).
WHEREAS, on November 8, 2021, the Company consummated an initial public offering (the Offering) of units of the
Company, each of which is composed of one share of the Companys Class A common stock, par value $0.0001 per share (Class A common stock), and
one-half of one warrant, each whole warrant entitling the holder thereof to purchase one share of Class A common stock;
WHEREAS, a total of $304,980,000, including the net proceeds of the Offering and certain of the proceeds of the sale of the Private Placement
Warrants (as defined in the Original Agreement (as defined below)), were delivered to the Trustee to be deposited and held in the segregated trust account (the Trust Account) established in connection with the Offering for
the benefit of the Company and the holders of shares of Class A common stock included in the Units pursuant to that certain investment management trust agreement made effective as of November 3, 2021, by and between the Company and the
Trustee (the Original Agreement);
WHEREAS, the Company has sought the approval of the holders of Class A
common stock and the holders of the Companys Class B common stock, par value $0.0001 per share (the Class B common stock and, together with the Class A common stock, the
Common Stock), voting as a single class, at a special meeting (the Special Meeting) to amend the Trust Agreement to permit the Company to pay any tax obligations, including any tax obligations
arising from the new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock or shares by publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations
pursuant to Section 4501 of the Internal Revenue Code of 1986, as amended, included in the Inflation Reduction Act of 2022, if applicable, by withdrawal from the interest accrued in the Trust Account (the Trust Agreement
Amendment);
WHEREAS, holders of sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and
Class B common stock, voting together as a single class, approved the Trust Agreement Amendment at the Special Meeting; and
WHEREAS,
the parties desire to amend the Original Agreement to reflect amendments to the Original Agreement contemplated by the Trust Agreement Amendment.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1.
Agreements and Covenants of Trustee. Section 1(i) of the Original Agreement is hereby amended and restated in its entirety as follows:
(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms
of a letter from the Company (Termination Letter) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive
Officer, Chief Financial Officer, Secretary or Chairman of the Board of Directors of the Company (the Board) or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the
Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (and less up to $100,000 of interest that may be released to the Company to pay dissolution
expenses, if applicable), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 18 months (or up to