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”).
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 • 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
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
