JUPITER WELLNESS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2021 • Jupiter Wellness Acquisition Corp. • Blank checks • New York
Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (the “Representative”), as representative of the several underwriters set forth on Schedule A (collectively, the “Underwriters” or, each individually, an “Underwriter”) attached to this agreement (this “Agreement”), as follows:
Jupiter Wellness Acquisition Corp.Securities Subscription Agreement • November 1st, 2021 • Jupiter Wellness Acquisition Corp. • New York
This agreement (the “Agreement”) is entered into on September 20, 2021 by and between Jupiter Wellness Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Jupiter Wellness 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:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • November 12th, 2021 • Jupiter Wellness Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”), and_________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2021 • Jupiter Wellness Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 6, 2021, is made and entered into by and among Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”) and Jupiter Wellness Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the other undersigned parties listed under Holders on the signature page hereto (together with the Sponsor, each a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 9th, 2021 • Jupiter Wellness Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 6, 2021 by and between Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
I-Bankers Securities, Inc. 1208 Shady Lane N Keller, Texas 76248 USAAdvisory Agreement • November 12th, 2021 • Jupiter Wellness Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Jupiter Wellness Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-[●]) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL,...Purchase Warrant Agreement • December 9th, 2021 • Jupiter Wellness Acquisition Corp. • Blank checks • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY JUPITER WELLNESS ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE, REORGANIZATION OR SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENTS (DEFINED HEREIN)) AND ONE YEAR AFTER THE EFFECTIVE DATE (AS DEFINED HEREIN). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENTS) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS OR FIVE YEARS FROM THE EFFECTIVE DATE.
Exhibit D FORM OF Amended and Restated REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 31st, 2022 • Jupiter Wellness Acquisition Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], by and among (i) Chijet Motor Company, Inc., a Cayman Islands exempted company (including any successor entity thereto, “Pubco”), (ii) Jupiter Wellness Acquisition Corp., a Delaware corporation (“JWAC”), (iii) Jupiter Wellness Sponsor LLC, a Delaware limited liability company (“Sponsor”) and the other undersigned parties listed as “Initial Investors” on the signature pages hereto (each, including Sponsor, an “Initial Investor” and collectively, the “Initial Investors”), and (iv) the undersigned parties listed as “Exchange Investors” on the signature pages hereto (each, an “Exchange Investor” and collectively, the “Exchange Investors”, and the Initial Investors and the Exchange Investors being each an “Investor”, and collectively the “Investors”).
I-Bankers Securities, Inc. 1208 Shady Lane N Keller, Texas 76248 USAMerger Agreement • December 9th, 2021 • Jupiter Wellness Acquisition Corp. • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Jupiter Wellness Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-260667) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
RIGHTS AGREEMENTRights Agreement • December 9th, 2021 • Jupiter Wellness Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of December 6, 2021 by and between Jupiter Wellness Acquisition Corp., a Delaware company with offices at 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477 (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (“Rights Agent”).
December 6, 2021Underwriting Agreement • December 9th, 2021 • Jupiter Wellness Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”), and I-Bankers Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 13,800,000 of the Company’s units (including up to 1,800,000 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 right. Each right (a “Right”) entitles the holder thereof to receive one-eighth (1/8) of one share of Common Stock. The Units will be sold in the Public Offering pursuant to a registration statements on Form S-1 (File No. 333-260667) and prospectus (
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • December 9th, 2021 • Jupiter Wellness Acquisition Corp. • Blank checks • New York
This Private Placement Units Purchase Agreement (this “Agreement”) is made as of the 6th day of December, 2021, by and among Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477, Jupiter Wellness Sponsor LLC, a Delaware limited liability company (the “Sponsor”), having its principal place of business 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477, and I-Bankers Securities, Inc., (“I-Bankers”, together with the Sponsor, “Subscribers”).
EXHIBIT A FORM OF LOCK-UP AGREEMENTLock-Up Agreement • October 31st, 2022 • Jupiter Wellness Acquisition Corp. • Blank checks • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2022, by and between (i) Chijet Motor Company, Inc., a Cayman Islands exempted company (“Pubco”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below). Pubco and the Holder may be referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT TO INSIDER LETTERInsider Letter Amendment • October 31st, 2022 • Jupiter Wellness Acquisition Corp. • Blank checks
THIS AMENDMENT TO INSIDER LETTER (this “Amendment”) is made and entered into as of October 25, 2022, by and among (i) Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”), (ii) Chijet Motor Company, Inc., a Cayman Islands exempted company (“Pubco”), (iii) Jupiter Wellness Sponsor LLC, a Delaware limited liability company (the “Sponsor”), (iv) I-Bankers Securities, Inc. (“I-Bankers”), (v) Join Surplus International Ltd. (“Join Surplus” ) and (vi) the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team and who, along with the Sponsor, I-Bankers, Join Surplus, and other transferees of the applicable Company securities, is referred to as an “Insider” pursuant to the terms of the Insider Letter. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Insider Letter (as defined below) (and if such term is not defined in the Insider Letter, then in th
FORM OF NON-REDEMPTION AGREEMENTNon-Redeemption Agreement • May 1st, 2023 • Jupiter Wellness Acquisition Corp. • Blank checks • New York
This NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of May 1, 2023 by and among (i) Jupiter Wellness Acquisition Corp., a Delaware corporation (together with its successors, “SPAC”), (ii) Chijet Motor Company, Inc., a Cayman Islands exempted company (together with its successors, “Pubco”), (iii) Chijet Holdings Limited, a British Virgin Island company (“Subject Seller”), and (iv) the undersigned stockholder of SPAC set forth on the signature page hereto (“Stockholder”). SPAC, Pubco, the Subject Seller and Stockholder are sometimes referred to herein as a “Party” and collectively as the “Parties”.
SUPPORT AGREEMENTSupport Agreement • October 31st, 2022 • Jupiter Wellness Acquisition Corp. • Blank checks
This SUPPORT AGREEMENT, dated as of October 25, 2022 (this “Support Agreement”), is entered into by and among Jupiter Wellness Acquisition Corp., a Delaware corporation (“JWAC”), Chijet Inc., a Cayman Islands exempted company (the “Company”), Chijet Motor Company, Inc., a Cayman Islands exempted company (“Pubco”), Jupiter Wellness Sponsor LLC, a Delaware limited liability company (“Sponsor”), I-Bankers Securities, Inc. (“I-Bankers”), Join Surplus International Ltd. (“Join Surplus” and together with Sponsor and I-Bankers, the “Holders”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT by and among JUPITER WELLNESS ACQUISITION CORP., as JWAC, CHIJET MOTOR COMPANY, INC., as Pubco, CHIJET MOTOR (USA) COMPANY, INC., as Merger Sub, CHIJET INC., as the Company, THE SHAREHOLDERS OF THE COMPANY NAMED HEREIN,...Business Combination Agreement • October 31st, 2022 • Jupiter Wellness Acquisition Corp. • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of October 25, 2022 (the “Effective Date”) by and among (i) Jupiter Wellness Acquisition Corp., a Delaware corporation (together with its successors, “JWAC”), (ii) Chijet Motor Company, Inc., a Cayman Islands exempted company and a wholly owned subsidiary of the Company (as defined below) (“Pubco”), (iii) Chijet Motor (USA) Company, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Merger Sub”), (iv) Chijet Inc., a Cayman Islands exempted company (the “Company”), (v) each of the holders of the Company’s outstanding capital shares named on Annex I hereto (collectively, the “Sellers”), and (vi) Mu Hongwei, in the capacity as the representative from and after the Closing for the Earnout Participants (as defined below) in accordance with the terms and conditions of this Agreement (the “Seller Representative”). JWAC, Pubco, Merger Sub, the Company, the Sellers and the Seller Representative
