Amended and Restated REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 7th, 2023 • Chijet Motor Company, Inc. • Motor vehicles & passenger car bodies • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of June 1, 2023, 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 • June 7th, 2023 • Chijet Motor Company, Inc. • Motor vehicles & passenger car bodies • 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”.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • June 7th, 2023 • Chijet Motor Company, Inc. • Motor vehicles & passenger car bodies • New York
This CONTINGENT VALUE RIGHTS AGREEMENT (as hereafter amended, restated, modified or supplemented in accordance herewith, this “Agreement”), dated as of June 1, 2023, is entered into by and between (i) Chijet Motor Company, Inc., a Cayman Islands exempted company (together with its successors, “Pubco”), and (ii) American Stock Transfer & Trust Company, LLC, as rights agent (the “Rights Agent”). Terms capitalized but not defined herein shall have the meaning ascribed to them in the BCA.
AMENDMENT TO INSIDER LETTERInsider Letter • June 7th, 2023 • Chijet Motor Company, Inc. • Motor vehicles & passenger car bodies
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-COMPETITION AND NON-SOLICITATION AGREEMENTForm of Non-Competition and Non-Solicitation Agreement • June 7th, 2023 • Chijet Motor Company, Inc. • Motor vehicles & passenger car bodies • Delaware
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is being executed and delivered as of [●], 2023, by [_______________________] (the “Subject Party”) in favor of and for the benefit of Chijet Motor Company, Inc., a Cayman Islands exempted company (“Pubco”), Jupiter Wellness Acquisition Corp., a Delaware corporation (“JWAC”), and Chijet Inc., a Cayman Islands exempted company (the “Company”), and each of Pubco’s and/or the Company’s respective present and future Affiliates, successors and direct and indirect Subsidiaries (collectively with Pubco and the Company, the “Covered Parties”). 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).
WARRANT ASSIGNMENT, ASSUMPTION, EXCHANGE AND AMENDMENT AGREEMENTExchange and Amendment Agreement • June 7th, 2023 • Chijet Motor Company, Inc. • Motor vehicles & passenger car bodies
THIS WARRANT ASSIGNMENT, ASSUMPTION, EXCHANGE AND AMENDMENT AGREEMENT (this “Agreement”) is entered into as of June 1, 2023, by and among Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”), Chijet Motor Company, Inc., a company formed in the Cayman Islands (“Pubco”), and I-Bankers Securities, Inc. (“I-Bankers”), as the warrant holder. Capitalized terms used but not defined herein have the meanings given to such terms in the Warrant Agreement (as defined below).
WARRANT ASSIGNMENT, ASSUMPTION, EXCHANGE AND AMENDMENT AGREEMENTExchange and Amendment Agreement • June 7th, 2023 • Chijet Motor Company, Inc. • Motor vehicles & passenger car bodies
THIS WARRANT ASSIGNMENT, ASSUMPTION, EXCHANGE AND AMENDMENT AGREEMENT (this “Agreement”) is entered into as of June 1, 2023, by and among Shandong Baoya New Energy Vehicle Co., Ltd., a company incorporated under the laws of the People’s Republic of China (the “Company”), Chijet Motor Company, Inc., a company formed in the Cayman Islands (“Pubco”), and Greentree Financial Group, Inc. (“Greentree Financial”), as the warrant holder. Capitalized terms used but not defined herein have the meanings given to such terms in the Warrant Agreement (as defined below).
