Form of Letter Agreement between the Registrant and each director



 Exhibit 10.9 

[●], 2021 
 Jack Creek Investment Corp. 

386 Park Avenue South, FL 20 
 New York, NY 10016 

 

	Re:	 Initial Public Offering 



Ladies and Gentlemen: 
 This letter (this
“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Jack Creek Investment Corp., a Cayman Islands
exempted company (the “Company”), UBS Securities LLC and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”) of 25,000,000 of the Company’s units (including 3,750,000 units that may be purchased pursuant to the Underwriters’ option to purchase
additional units, the “Units”), each comprising one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each
whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share 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 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”).
Certain capitalized terms used herein are defined in paragraph 1 hereof. 
 In order to induce the Company and the Underwriters to
enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the undersigned (each, an
“Insider” and, collectively, the “Insiders”) hereby agrees with the Company as follows: 

1.     Definitions. As used herein, (i) “Business Combination” shall mean a merger, share
exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities; (ii) “Founder Shares” shall mean the 7,187,500 Class B ordinary shares of the Company,
par value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (iii) “Private Placement Warrants” shall mean the warrants to purchase Ordinary Shares of the Company that will be acquired by JCIC
Sponsor LLC (the “Sponsor”) for an aggregate purchase price of $7,500,000 (or up to $8,250,000 if the Underwriters’ exercise their option to purchase additional units), or $1.00 per Warrant, in a private placement that
shall close simultaneously with the consummation of the Public Offering (including Ordinary Shares issuable upon conversion thereof); (iv) “Public Shareholders” shall mean the holders of Ordinary Shares included in the Units
issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a
portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell,
hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call
equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public
announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be
amended from time to time. 
 2.     Representations and Warranties. 

(a)    Each Insider, with respect to herself or himself, represents and warrants to the Company that she or he has the full
right and power, without violating any agreement to which she or he is bound (including, 







 
without limitation, any non-competition or non-solicitation agreement with any employer or former employer), to
enter into this Letter Agreement, as applicable, and to serve as an officer of the Company and/or a director on the Company’s Board of Directors (the “Board”), as applicable, and each Insider hereby consents to being
named in the Prospectus, road show and any other materials as an officer and/or director of the Company, as applicable. 

(b)    Each Insider represents and warrants, with respect to herself or himself, that such Insider’s biographical
information furnished to the Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to such Insider’s background. The
Insider’s questionnaire furnished to the Company is true and accurate in all material respects. Each Insider represents and warrants that such Insider is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; such Insider has never
been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and such Insider is not
currently a defendant in any such criminal proceeding; and such Insider has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied,
suspended or revoked. 
 3.     Business Combination Vote. It is acknowledged and agreed that the Company shall
not enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. Each Insider, with respect to herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial
Business Combination, then in connection with such proposed initial Business Combination, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by her or him, as applicable, in favor of such proposed initial Business
Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any Public Shares held by her or him, as applicable, in connection with such shareholder approval. 

4.     Failure to Consummate a Business Combination; Trust Account Waiver. 

(a)    Each Insider hereby agrees, with respect to herself or himself, that in the event that the Company fails to
consummate its initial Business Combination within the time period set forth in the Charter, each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as
promptly as reasonably possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for
claims of creditors and in all cases subject to the other requirements of applicable law. Each Insider agrees not to propose any amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation to provide
holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the required time
period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares unless the Company provides its Public Shareholders with the opportunity to redeem their Public Shares upon approval of any
such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay taxes, if any, divided by the number of then-outstanding Public Shares. 
 (b)    Each
Insider, with respect to herself or himself, acknowledges that she or he has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company
with respect to the Founder Shares held by her or him, if any. Each of the Insiders hereby further waives, with respect to any Founder Shares and Public Shares held by her or him, as applicable, any redemption rights she or he may have in connection
with the consummation of a Business Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination or a shareholder vote to approve an amendment to the Charter
(i) that would modify the 

  
 2 








 
substance or timing of the Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial Business Combination or to
redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares
(although the Insiders shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate a Business Combination within the required time period set forth in the Charter). 

5.     Lock-up; Transfer Restrictions. 

(a)    The Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which the
Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the
“Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share
(as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a
30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares
Lock-up. 
 (b)    The Insiders agree that they shall not effectuate any
Transfer of Private Placement Warrants or Ordinary Shares underlying such warrants until 30 days after the completion of an initial Business Combination. 

(c)    Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares,
Private Placement Warrants and Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors, any
members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust,
the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the
individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the
consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) to the Company for no value for cancellation in
connection with the consummation of an initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (g) in the event of completion of a liquidation, merger, share
exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business
Combination; provided, however, that in the case of clauses (a) through (e) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. 

(d)    During the period commencing on the effective date of the Prospectus and ending 180 days after such date, each
Insider shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by her or him, as
applicable, subject to certain exceptions enumerated in Section [•] of the Underwriting Agreement. 
 6.
    Remedies. Each of the Insiders hereby agrees and acknowledges that (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach by such Insider of her or his obligations, as
applicable under paragraphs 3, 4, 5, 7 and 10, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to
injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach. 
 7.
    Payments by the Company. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any director or officer of the Company nor any affiliate of the officers shall receive from the


  
 3 








 
Company any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation prior to, or in connection with any services rendered in order to
effectuate the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is). 
 8.
    Director and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and the Insiders shall be covered by such policy or
policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Company’s directors or officers. 

9.     Termination. This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder
Shares Lock-up Period and (ii) the liquidation of the Company. 
 10.
    Forfeiture of Founder Shares. The Insiders agree that to the extent that the size of the Public Offering is increased or decreased, the Company will effect a share capitalization or a share repurchase, as applicable,
with respect to the Founder Shares immediately prior to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at
such time. 
 11.     Entire Agreement. This Letter Agreement constitutes the entire agreement and understanding
of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof
or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties
hereto. 
 12.     Assignment. No party hereto may assign either this Letter Agreement or any of its rights,
interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to
the purported assignee. This Letter Agreement shall be binding on each of the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted transferees. 

13.     Counterparts. This Letter Agreement may be executed in any number of original or facsimile counterparts,
and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 

14.     Effect of Headings. The paragraph headings herein are for convenience only and are not part of this Letter
Agreement and shall not affect the interpretation thereof. 
 15.     Severability. This Letter Agreement shall
be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 16.     Governing Law. This Letter Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree that any action, proceeding,
claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and
venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum. 

17.     Notices. Any notice, consent or request to be given in connection with any of the terms or provisions of
this Letter Agreement shall be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile or other electronic transmission. 

  
 4 








 [Signature Page Follows] 

  
 5 








 
	
	  
 Jeffrey E. Kelter




  
 6 








 
	
	  
 Robert F. Savage




  
 7 








 
	
	  
 Thomas Jermoluk




  
 8 








 
	
	  
 James H. Clark




  
 9 








 
	
	  
 Lauren D. Ores




  
 10 








 
	
	  
 Heather Hartnett




  
 11 








 
	
	  
 Samir Kaul




  
 12 









			
	Acknowledged and Agreed:
	
	JACK CREEK INVESTMENT CORP.
		
	By:	 	  

		 	Name: Jeffrey Kelter
		 	Title: Director


  
 13