Exhibit
10.3


 


CONFIDENTIAL


FINAL
FORM


 


Exhibit
D


 


FORM
OF


Amended
and Restated REGISTRATION RIGHTS AGREEMENT


 


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”).


 


WHEREAS,
JWAC and the Initial Investors are parties to that certain Registration Rights Agreement dated as of December 6, 2021 (the “Original
Agreement”), pursuant to which JWAC granted certain registration rights to the Initial Investors with respect to JWAC’s
securities;


 


WHEREAS,
as of October 25, 2022, JWAC, Pubco, Chijet Motor (USA) Company, Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco
(“Merger Sub”), Chijet Inc., a Cayman Islands exempted company (the “Company”), Mu
Hongwei, in the capacity as the Seller Representative thereunder, and the shareholders of the Company named as Sellers therein (collectively,
the “Sellers”), including the Exchange Investors, entered into a certain Business Combination Agreement (as
amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”);


 


WHEREAS,
pursuant to the Business Combination Agreement, subject to the terms and conditions thereof, upon the consummation of the transactions
contemplated thereby (the “Closing”), among other matters, (a) Pubco will acquire all of the issued and outstanding
shares of the Company from the Sellers in exchange for ordinary shares of Pubco (with certain of the shares to otherwise be received
by the Earnout Participants being subject to vesting, transfer restrictions and potential forfeiture after the Closing if certain post-Closing
performance metrics are not met) and the Company shall surrender for no consideration its shares in Pubco, such that the Company becomes
a wholly-owned subsidiary of Pubco and the Sellers become shareholders of Pubco (the “Share Exchange”), and
immediately thereafter (b) Merger Sub will merge with and into JWAC, with JWAC continuing as the surviving entity (the “Merger”),
and as a result of which, (i) JWAC will become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of JWAC
immediately prior to the effective time of the Merger will no longer be outstanding and will automatically be cancelled, in exchange
for the right of the holder thereof to receive a substantially equivalent security of Pubco (and with the holders of JWAC Class A Common
Stock receiving one (1) CVR for each share of JWAC Class A Common Stock held (with certain holders of JWAC non-public shares waiving
their right to receive CVRs for their private shares of JWAC), all upon the terms and subject to the conditions set forth in the Business
Combination Agreement and in accordance with the provisions of applicable law;


 


WHEREAS,
in connection with the execution of the Business Combination Agreement, certain of the Exchange Investors (the “Lock-Up Exchange
Investors”) have, or will prior to the Closing have, entered into a lock-up agreement with Pubco (each, as amended from
time to time in accordance with the terms thereof, an “Exchange Investor Lock-Up Agreement”), pursuant to which
each such Lock-Up Exchange Investor agreed or will agree not to transfer its Pubco securities for a certain period of time after the
Closing as stated in the Exchange Investor Lock-Up Agreement; and


 




    	 



    	 



    

 


WHEREAS,
the parties hereto desire to amend and restate the Original Agreement in its entirety in the form of this Agreement in order to add Pubco
and the Exchange Investors as parties and to revise the terms thereof in order to reflect the transactions contemplated by the Business
Combination Agreement, including the issuance of the Pubco Ordinary Shares and Pubco Warrants thereunder, and to provide the Exchange
Investors with certain rights relating to the registration of the Exchange Shares received by them pursuant to the Business Combination
Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.
DEFINITIONS. Any capitalized term used but not
defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement. The following capitalized
terms used herein have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Business
Combination Agreement” is defined in the recitals to this Agreement.


 


“Closing”
is defined in the recitals to this Agreement.


 


“Company”
is defined in the recitals to this Agreement.


 


“Demand
Registration” is defined in Section 2.1.1.


 


“Demanding
Holder” is defined in Section 2.1.1.


 


“Disinterested
Independent Director” means an independent director serving on Pubco’s board of directors at the applicable time
of determination that is disinterested in this Agreement (i.e., such independent director is not an Investor, an Affiliate of an Investor,
or an officer, director, manager, employee, trustee or beneficiary of an Investor or its Affiliate, nor an immediate family member of
any of the foregoing).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.


 


“Exchange
Investor” is defined in the preamble to this Agreement.


 


“Exchange
Investor Lock-Up Agreement” is defined in the recitals to this Agreement.


 


“Exchange
Investor Registrable Securities” means the Exchange Shares (including any Earnout Shares upon becoming vested and earned
by the applicable Earnout Participants in accordance with the terms of Section 2.3 of the Business Combination Agreement), including
any warrants, capital shares or other securities of Pubco issued as a dividend or other distribution with respect to or in exchange for
or in replacement or consideration of the foregoing securities.


 


“Exchange
Shares” is defined in the recitals to this Agreement.


 


“Founder
Securities” means those securities included in the definition of “Registrable Securities” specified in the
Original Agreement.


 




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“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Initial
Investor” is defined in the preamble to this Agreement.


 


“Initial
Investor Registrable Securities” means the Pubco Ordinary Shares and Pubco Warrants issued by Pubco under the Business
Combination Agreement to the security holders of JWAC for their Founder Securities; and including any warrants, capital shares or other
securities of Pubco issued as a dividend or other distribution with respect to or in exchange for or in replacement or consideration
of the foregoing securities (but excluding the Underwriter Warrant).


 


“Insider
Letter” means that certain letter agreement, dated as of October 26, 2021, by and among JWAC, Sponsor, and the other parties
thereto, as amended on October 25, 2022 by the Insider Letter Amendment.


 


“Insider
Letter Lock-Up Investors” means Initial Investors who are subject to lock-up or transfer restrictions under the Insider
Letter applicable to any Registrable Securities.


 


“Investor(s)”
is defined in the preamble to this Agreement, and include any transferee of the Registrable Securities (so long as they remain Registrable
Securities) of an Investor permitted under this Agreement and with respect to a Lock-Up Investor, its Lock-Up Agreement.


 


“Investor
Indemnified Party” is defined in Section 4.1.


 


“Lock-Up
Agreement” means, as to each Lock-Up Exchange Investor, its Exchange Investor Lock-Up Agreement, and as to each Insider
Letter Lock-Up Investor, the Insider Letter.


 


“Lock-Up
Investors” means the Lock-Up Exchange Investors and the Insider Letter Lock-Up Investors, as applicable.


 


“Lock-Up
Exchange Investor” is defined in the recitals to this Agreement.


 


“Maximum
Number of Securities” is defined in Section 2.1.4.


 


“Merger
Sub” is defined in the recitals to this Agreement.


 


“Original
Agreement” is defined in the recitals to this Agreement.


 


“Piggy-Back
Registration” is defined in Section 2.2.1.


 


“Pro
Rata” is defined in Section 2.1.4.


 


“Proceeding”
is defined in Section 6.9.


 


“Pubco”
is defined in the preamble to this Agreement, and shall include Pubco’s successors by merger, acquisition, reorganization or otherwise.


 


“Register,”
“Registered” and “Registration” mean a registration or offering effected by preparing
and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable
rules and regulations promulgated thereunder, and such registration statement becoming effective.


 




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“Registrable
Securities” means any of the Exchange Investor Registrable Securities and the Initial Investor Registrable Securities;
provided that as to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall
have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have
been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by
Pubco and subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have
ceased to be outstanding; or (d) such securities are freely saleable under Rule 144 without volume limitations. Notwithstanding anything
to the contrary contained herein, a Person shall be deemed to be an “Investor holding Registrable Securities” (or words to
that effect) under this Agreement only if they are an Investor or a transferee of the applicable Registrable Securities (so long as they
remain Registrable Securities) of any Investor permitted under this Agreement and any applicable Lock-Up Agreement.


 


“Registration
Statement” means a registration statement filed by Pubco with the SEC in compliance with the Securities Act and the rules
and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable
or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4, F-4 or Form S-8, or their
successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another
entity).


 


“Rule
144” means Rule 144 promulgated under the Securities Act.


 


“SEC”
means the United States Securities and Exchange Commission or any successor thereto.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Share
Exchange” is defined in the recitals to this Agreement.


 


“Short
Form Registration” is defined in Section 2.3.


 


“Specified
Courts” is defined in Section 6.9.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.


 


“Underwriter
Warrant” means that certain Share Purchase Warrant issued by JWAC to I-Bankers Securities, Inc.


 




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2.
REGISTRATION RIGHTS.


 


2.1
Demand Registration.


 


2.1.1
Request for Registration. Subject to Section 2.4, at any time and from time to time after the Closing, (i) Investors holding
a majority-in-interest of the Exchange Investor Registrable Securities then issued and outstanding, or (ii) Investors holding a majority-in-interest
of the Initial Investor Registrable Securities, may make a written demand for registration under the Securities Act of all or part of
their Registrable Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify
the number of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof. Within thirty (30) days
following receipt of any request for a Demand Registration, Pubco will notify all other Investors holding Registrable Securities of the
demand, and each Investor holding Registrable Securities who wishes to include all or a portion of such Investor’s Registrable
Securities in the Demand Registration (each such Investor including shares of Registrable Securities in such registration, a “Demanding
Holder”) shall so notify Pubco within fifteen (15) days after the receipt by the Investor of the notice from Pubco. Upon
any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject
to Section 2.1.4 and the provisos set forth in Section 3.1.1. Pubco shall not be obligated under this Section 2.1.1
to effect more than (x) an aggregate of two (2) Demand Registrations initiated by Investors holding Exchange Investor Registrable
Securities or (y) an aggregate of two (2) Demand Registrations initiated by Investors holding Initial Investor Registrable Securities.
Notwithstanding anything in this Section 2.1 to the contrary, Pubco shall not be obligated to effect a Demand Registration, (i)
if a Piggy-Back Registration had been available to the Demanding Holder(s) within the one hundred twenty (120) days preceding the date
of request for the Demand Registration, (ii) within sixty (60) days after the effective date of a previous registration effected with
respect to the Registrable Securities pursuant this Section 2.1, or (iii) during any period (not to exceed one hundred eighty
(180) days) following the closing of the completion of an offering of securities by Pubco if such Demand Registration would cause Pubco
to breach a “lock-up” or similar provision contained in the underwriting agreement for such offering.


 


2.1.2
Effective Registration. A Registration will not count as a Demand Registration until the Registration Statement filed with the
SEC with respect to such Demand Registration has been declared effective and Pubco has complied in all material respects with its obligations
under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective,
the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the SEC
or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to
have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and
(ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided, further, that Pubco shall not
be obligated to file a second Registration Statement until a Registration Statement that has been filed is counted as a Demand Registration
or is terminated.


 


2.1.3
Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and advise Pubco as part of their written demand
for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an
underwritten offering. In such event, the right of any Demanding Holder to include its Registrable Securities in such registration shall
be conditioned upon such Demanding Holder’s participation in such underwritten offering and the inclusion of such Demanding Holder’s
Registrable Securities in the underwritten offering to the extent provided herein. All Demanding Holders proposing to distribute their
Registrable Securities through such underwritten offering shall enter into an underwriting agreement in customary form with the Underwriter
or Underwriters selected for such underwritten offering by a majority-in-interest of the Investors initiating the Demand Registration
and reasonably acceptable to Pubco.


 




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2.1.4
Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering
advises Pubco and the Demanding Holders in writing that the dollar amount or number of Registrable Securities which the Demanding Holders
desire to sell, taken together with all other Pubco Ordinary Shares or other securities which Pubco desires to sell and the Pubco Ordinary
Shares or other securities, if any, as to which Registration by Pubco has been requested pursuant to written contractual piggy-back registration
rights held by other security holders of Pubco who desire to sell, exceeds the maximum dollar amount or maximum number of shares that
can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability
of success of such offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number
of Securities”), then Pubco shall include in such Registration: (i) first, the Registrable Securities as to which Demand
Registration has been requested by the Demanding Holders (all pro rata in accordance with the number of securities that each applicable
Person has requested be included in such registration, regardless of the number of securities held by each such Person, as long as they
do not request to include more securities than they own (such proportion is referred to herein as “Pro Rata”))
that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can
be sold without exceeding the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested
pursuant to Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to be
included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other
securities for the account of other Persons that Pubco is obligated to register pursuant to written contractual arrangements with such
Persons that can be sold without exceeding the Maximum Number of Securities. In the event that Pubco securities that are convertible
into Pubco Ordinary Shares are included in the offering, the calculations under this Section 2.1.4 shall include such Pubco securities
on an as-converted to Pubco Ordinary Share basis.


 


2.1.5
Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwritten offering or are not
entitled to include all of their Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect
to withdraw from such offering by giving written notice to Pubco and the Underwriter or Underwriters of their request to withdraw prior
to the effectiveness of the Registration Statement filed with the SEC with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders withdraws from a proposed offering relating to a Demand Registration in such event, then such registration shall
not count as a Demand Registration provided for in Section 2.1.


 


2.2
Piggy-Back Registration.


 


2.2.1
Piggy-Back Rights. Subject to Section 2.4, if at any time after the Closing Pubco proposes to file a Registration Statement
under the Securities Act with respect to the Registration of or an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by Pubco for its own account or for security holders of Pubco
for their account (or by Pubco and by security holders of Pubco including pursuant to Section 2.1), other than a Registration
Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities
solely to Pubco’s existing security holders, (iii) for an offering of debt that is convertible into equity securities of Pubco,
or (iv) for a dividend reinvestment plan, then Pubco shall (x) give written notice of such proposed filing to Investors holding Registrable
Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe
the amount and type of securities to be included in such offering or registration, the intended method(s) of distribution, and the name
of the proposed managing Underwriter or Underwriters, if any, of the offering, and (y) offer to Investors holding Registrable Securities
in such notice the opportunity to register the sale of such number of Registrable Securities as such Investors may request in writing
within five (5) days following receipt of such notice (a “Piggy-Back Registration”). To the extent permitted
by applicable securities laws with respect to such registration by Pubco or another demanding security holder, Pubco shall use its best
efforts to cause (i) such Registrable Securities to be included in such registration and (ii) the managing Underwriter or Underwriters
of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the
same terms and conditions as any similar securities of Pubco and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All Investors holding Registrable Securities proposing to distribute
their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement
in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.


 




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2.2.2
Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises Pubco and Investors holding Registrable Securities proposing to distribute their Registrable Securities through such
Piggy-Back Registration in writing that the dollar amount or number of Pubco Ordinary Shares or other Pubco securities which Pubco desires
to sell, taken together with the Pubco Ordinary Shares or other Pubco securities, if any, as to which registration has been demanded
pursuant to written contractual arrangements with Persons other than the Investors holding Registrable Securities hereunder, the Registrable
Securities as to which registration has been requested under this Section 2.2, and the Pubco Ordinary Shares or other Pubco securities,
if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other security
holders of Pubco, exceeds the Maximum Number of Securities, then Pubco shall include in any such registration:


 


(a)
If the registration is undertaken for Pubco’s account: (i) first, the Pubco Ordinary Shares or other securities that Pubco desires
to sell that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i), the Registrable Securities of Investors as to which registration has been requested
pursuant to this Section 2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to
be included in such registration, that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Pubco Ordinary Shares or other
equity securities for the account of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements
with such Persons that can be sold without exceeding the Maximum Number of Securities;


 


(b)
If the registration is a “demand” registration undertaken at the demand of Demanding Holders pursuant to Section 2.1:
(i) first, the Pubco Ordinary Shares or other securities for the account of the Demanding Holders, Pro Rata among the holders thereof
based on the number of securities requested by such holders to be included in such registration, that can be sold without exceeding the
Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding the Maximum Number
of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i)
and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section 2.2, Pro
Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration, that
can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account
of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can
be sold without exceeding the Maximum Number of Securities; and


 




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(c)
If the registration is a “demand” registration undertaken at the demand of Persons other than either Demanding Holders under
Section 2.1: (i) first, the Pubco Ordinary Shares or other securities for the account of the demanding Persons that can be sold
without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clause (i), the Pubco Ordinary Shares or other securities that Pubco desires to sell that can be sold without exceeding
the Maximum Number of Securities; (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i) and (ii), the Registrable Securities of Investors as to which registration has been requested pursuant to this Section
2.2, Pro Rata among the holders thereof based on the number of securities requested by such holders to be included in such registration,
that can be sold without exceeding the Maximum Number of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (i), (ii) and (iii), the Pubco Ordinary Shares or other equity securities for the account
of other Persons that Pubco is obligated to register pursuant to separate written contractual arrangements with such Persons that can
be sold without exceeding the Maximum Number of Securities.


 


In
the event that Pubco securities that are convertible into Pubco Ordinary Shares are included in the offering, the calculations under
this Section 2.2.2 shall include such Pubco securities on an as-converted to Pubco Ordinary Share basis. Notwithstanding anything
to the contrary above, to the extent that the registration of an Investor’s Registrable Securities would prevent Pubco or the demanding
shareholders from effecting such registration and offering, such Investor shall not be permitted to exercise Piggy-Back Registration
rights with respect to such registration and offering.


 


2.2.3
Withdrawal. Any Investor holding Registrable Securities may elect to withdraw such Investor’s request for inclusion of Registrable
Securities in any Piggy-Back Registration by giving written notice to Pubco of such request to withdraw prior to the effectiveness of
the Registration Statement. Pubco (whether on its own determination or as the result of a withdrawal by Persons making a demand pursuant
to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration
Statement without any liability to the applicable Investor, subject to the next sentence and the provisions of Section 4. Notwithstanding
any such withdrawal, Pubco shall pay all expenses incurred in connection with such Piggy-Back Registration as provided in Section
3.3 (subject to the limitations set forth therein) by Investors holding Registrable Securities that requested to have their Registrable
Securities included in such Piggy-Back Registration.


 


2.3
Short Form Registrations. After the Closing, subject to Section 2.4, Investors holding Registrable Securities may at any
time and from time to time, request in writing that Pubco register the resale of any or all of such Registrable Securities on Form S-3
or F-3 or any similar short-form registration which may be available at such time (“Short Form Registration”);
provided, however, that Pubco shall not be obligated to effect such request through an underwritten offering. Upon receipt of such written
request, Pubco will promptly give written notice of the proposed registration to all other Investors holding Registrable Securities,
and, as soon as practicable thereafter, effect the registration of all or such portion of such Investors’ Registrable Securities
as are specified in such request, together with all or such portion of the Registrable Securities, if any, of any other Investors joining
in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from Pubco;
provided, however, that Pubco shall not be obligated to effect any such registration pursuant to this Section 2.3: (i) if Short
Form Registration is not available to Pubco for such offering; or (ii) if Investors holding Registrable Securities, together with the
holders of any other securities of Pubco entitled to inclusion in such registration, propose to sell Registrable Securities and such
other securities (if any) at any aggregate price to the public of less than $1,000,000. Registrations effected pursuant to this Section
2.3 shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 




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3.
REGISTRATION PROCEDURES.


 


3.1
Filings; Information. Whenever Pubco is required to effect the registration of any Registrable Securities pursuant to Section
2, Pubco shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended
method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1
Filing Registration Statement. Pubco shall use its best efforts to, as expeditiously as possible after receipt of a request for
a Demand Registration pursuant to Section 2.1, prepare and file with the SEC a Registration Statement on any form for which Pubco
then qualifies or which counsel for Pubco shall deem appropriate and which form shall be available for the sale of all Registrable Securities
to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its reasonable efforts to
cause such Registration Statement to become effective and use its reasonable efforts to keep it effective for the period required by
Section 3.1.3; provided, however, that Pubco shall have the right to defer any Demand Registration for up to ninety
(90) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such
Piggy-Back Registration relates, in each case if Pubco shall furnish to Investors requesting to include their Registrable Securities
in such registration a certificate signed by the Chief Executive Officer, Chief Financial Officer or Chairman of Pubco stating that,
in the good faith judgment of the Board of Directors of Pubco, it would be materially detrimental to Pubco and its shareholders for such
Registration Statement to be effected at such time or the filing would require premature disclosure of material information which is
not in the interests of Pubco to disclose at such time; provided further, however, that Pubco shall not have the right to exercise the
right set forth in the immediately preceding proviso more than twice in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2
Copies. Pubco shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without
charge to Investors holding Registrable Securities included in such registration, and such Investors’ legal counsel, copies of
such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including
each preliminary prospectus), and such other documents as Investors holding Registrable Securities included in such registration or legal
counsel for any such Investors may request in order to facilitate the disposition of the Registrable Securities owned by such Investors.


 


3.1.3
Amendments and Supplements. Pubco shall prepare and file with the SEC such amendments, including post-effective amendments, and
supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration
Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities
covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement or such securities have been withdrawn or until such time as the Registrable Securities cease to be Registrable
Securities as defined by this Agreement.


 




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3.1.4
Notification. After the filing of a Registration Statement, Pubco shall promptly, and in no event more than five (5) Business
Days after such filing, notify Investors holding Registrable Securities included in such Registration Statement of such filing, and shall
further notify such Investors promptly and confirm such advice in writing in all events within five (5) Business Days after the occurrence
of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the SEC of any stop order (and Pubco shall take all actions
required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the SEC for any amendment or supplement
to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring
the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities
covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to
Investors holding Registrable Securities included in such Registration Statement any such supplement or amendment; except that before
filing with the SEC a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated by
reference, Pubco shall furnish to Investors holding Registrable Securities included in such Registration Statement and to the legal counsel
for any such Investors, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such Investors
and legal counsel with a reasonable opportunity to review such documents and comment thereon; provided that such Investors and their
legal counsel must provide any comments promptly (and in any event within five (5) Business Days) after receipt of such documents.


 


3.1.5
State Securities Laws Compliance. Pubco shall use its reasonable efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as Investors holding Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of Pubco and do any and all other acts and things that may be necessary or advisable to enable Investors holding Registrable Securities
included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided,
however, that Pubco shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise
be required to qualify but for this paragraph or take any action to which it would be subject to general service of process or to taxation
in any such jurisdiction where it is not then otherwise subject.


 


3.1.6
Agreements for Disposition. To the extent required by the underwriting agreement or similar agreements, Pubco shall enter into
reasonable customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as
are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities. The representations, warranties
and covenants of Pubco in any underwriting agreement which are made to or for the benefit of any Underwriters, to the extent applicable,
shall also be made to and for the benefit of Investors holding Registrable Securities included in such Registration Statement. No Investor
holding Registrable Securities included in such Registration Statement shall be required to make any representations or warranties in
the underwriting agreement except, if applicable, with respect to such Investor’s organization, good standing, authority, title
to Registrable Securities, lack of conflict of such sale with such Investor’s material agreements and organizational documents,
and with respect to written information relating to such Investor that such Investor has furnished in writing expressly for inclusion
in such Registration Statement.


 


3.1.7
Cooperation. The principal executive officer of Pubco, the principal financial officer of Pubco, the principal accounting officer
of Pubco and all other officers and members of the management of Pubco shall reasonably cooperate in any offering of Registrable Securities
hereunder, which cooperation shall include the preparation of the Registration Statement with respect to such offering and all other
offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants and potential investors.


 




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3.1.8
Records. Pubco shall make available for inspection by Investors holding Registrable Securities included in such Registration Statement,
any Underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other professional
retained by any Investor holding Registrable Securities included in such Registration Statement or any Underwriter, all financial and
other records, pertinent corporate documents and properties of Pubco, as shall be reasonably necessary to enable them to exercise their
due diligence responsibility, and cause Pubco’s officers, directors and employees to supply all information reasonably requested
by any of them in connection with such Registration Statement; provided that Pubco may require execution of a reasonable confidentiality
agreement prior to sharing any such information.


 


3.1.9
Opinions and Comfort Letters. Pubco shall request its counsel and accountants to provide customary legal opinions and customary
comfort letters, to the extent so reasonably required by any underwriting agreement.


 


3.1.10
Earnings Statement. Pubco shall comply with all applicable rules and regulations of the SEC and the Securities Act, and make available
to its shareholders if reasonably required, as soon as reasonably practicable, an earnings statement covering a period of twelve (12)
months, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11
Listing. Pubco shall use its best efforts to cause all Registrable Securities that are Pubco Ordinary Shares included in any registration
to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by Pubco are then
listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to Investors holding a
majority-in-interest of the Registrable Securities included in such registration.


 


3.1.12
Road Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $25,000,000,
Pubco shall use its reasonable efforts to make available senior executives of Pubco to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any underwritten offering.


 


3.2
Obligation to Suspend Distribution. Upon receipt of any notice from Pubco of the happening of any event of the kind described
in Section 3.1.4(iv), or in the event that the financial statements contained in the Registration Statement become stale, or in
the event that the Registration Statement or prospectus included therein contains a misstatement of material fact or omits to state a
material fact due to a bona fide business purpose, or, in the case of a resale registration on Short Form Registration pursuant to Section
2.3 hereof, upon any suspension by Pubco, pursuant to a written insider trading compliance program adopted by Pubco’s Board
of Directors, of the ability of all “insiders” covered by such program to transact in Pubco’s securities because of
the existence of material non-public information, each Investor holding Registrable Securities included in any registration shall immediately
discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until
such Investor receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the Registration Statement
is updated so that the financial statements are no longer stale, or the restriction on the ability of “insiders” to transact
in Pubco’s securities is removed, as applicable, and, if so directed by Pubco, each such Investor will deliver to Pubco all copies,
other than permanent file copies then in such Investor’s possession, of the most recent prospectus covering such Registrable Securities
at the time of receipt of such notice.


 




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3.3
Registration Expenses. Subject to Section 4, Pubco shall bear all reasonable costs and expenses incurred in connection
with any Demand Registration pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration
on Short Form Registration effected pursuant to Section 2.3, and all reasonable expenses incurred in performing or complying with
its other obligations under this Agreement, whether or not the Registration Statement becomes effective, including: (i) all registration
and filing fees; (ii) fees and expenses of compliance with securities or “blue sky” laws (including fees and disbursements
of counsel in connection with blue sky qualifications of the Registrable Securities); (iii) printing expenses; (iv) Pubco’s internal
expenses (including all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the
listing of the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii)
fees and disbursements of counsel for Pubco and fees and expenses for independent certified public accountants retained by Pubco (including
the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii)
the reasonable fees and expenses of any special experts retained by Pubco in connection with such registration; and (ix) the reasonable
fees and expenses (up to a maximum of $30,000 in the aggregate in connection with such registration) of one legal counsel selected by
Investors holding a majority-in-interest of the Registrable Securities included in such registration for such legal counsel’s review,
comment and finalization of the proposed Registration Statement and other relevant documents. Pubco shall have no obligation to pay any
underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the holders thereof, which underwriting
discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten offering, all selling security holders
and Pubco shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of securities each is selling in
such offering.


 


3.4
Information. Investors holding Registrable Securities included in any Registration Statement shall provide such information as
may reasonably be requested by Pubco, or the managing Underwriter, if any, in connection with the preparation of such Registration Statement,
including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities
Act pursuant to Section 2 and in connection with the obligation to comply with federal and applicable state securities laws. Investors
selling Registrable Securities in any offering must provide all questionnaires, powers of attorney, custody agreements, stock powers,
and other documentation reasonably requested by Pubco or the managing Underwriter.


 


4.
INDEMNIFICATION AND CONTRIBUTION.


 


4.1
Indemnification by Pubco. Subject to the provisions of this Section 4.1 below, Pubco agrees to indemnify and hold harmless
each Investor, and each Investor’s officers, employees, affiliates, directors, partners, members, attorneys and agents, and each
Person, if any, who controls an Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each,
an “Investor Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities,
whether joint or several, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement
under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus
or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising
out of or based upon any omission to state a material fact required to be stated therein or necessary to make the statements therein
not misleading, or any violation by Pubco of the Securities Act or any rule or regulation promulgated thereunder applicable to Pubco
and relating to action or inaction required of Pubco in connection with any such registration (provided, however, that the indemnity
agreement contained in this Section 4.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability
or action if such settlement is effected without the consent of Pubco, such consent not to be unreasonably withheld, delayed or conditioned);
and Pubco shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such Investor
Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action;
provided, however, that Pubco will not be liable in any such case to the extent that any such expense, loss, claim, damage
or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus,
final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished
to Pubco, in writing, by such selling holder or Investor Indemnified Party expressly for use therein. Pubco also shall indemnify any
Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each Person who controls
such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.


 




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4.2
Indemnification by Investors Holding Registrable Securities. Subject to the provisions of this Section 4.2 below, each
Investor selling Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant
to this Agreement of any Registrable Securities held by such selling Investor, indemnify and hold harmless Pubco, each of its directors
and officers and each Underwriter (if any), and each other selling holder and each other Person, if any, who controls another selling
holder or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether
joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities
was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration
Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission to state a material
fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in
reliance upon and in conformity with information furnished in writing to Pubco by such selling Investor expressly for use therein (provided,
however, that the indemnity agreement contained in this Section 4.2 shall not apply to amounts paid in settlement of any such
claim, loss, damage, liability or action if such settlement is effected without the consent of the indemnifying Investor, such consent
not to be unreasonably withheld, delayed or conditioned), and shall reimburse Pubco, its directors and officers, each Underwriter and
each other selling holder or controlling Person for any legal or other expenses reasonably incurred by any of them in connection with
investigation or defending any such loss, claim, damage, liability or action. Each selling Investor’s indemnification obligations
hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling Investor.


 


4.3
Conduct of Indemnification Proceedings. Promptly after receipt by any Person of any notice of any loss, claim, damage or liability
or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such Person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other Person for indemnification hereunder, notify
such other Person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or
action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying
Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the
Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim
or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action,
and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel
satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control
of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses
subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided,
however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party
shall have the right to employ separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its
controlling Persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified
Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon
the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due
to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified
Party (acting reasonably), consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in
respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified
Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out
of such claim or proceeding.


 




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4.4
Contribution.


 


4.4.1
If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified
Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage,
liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying
Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other
relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference
to, among other things, whether the untrue statement of a material fact or the omission to state a material fact relates to information
supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.


 


4.4.2
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined
by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in
the immediately preceding Section 4.4.1.


 


4.4.3
The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section
4.4, no Investor holding Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the
net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Investor from the sale
of Registrable Securities which gave rise to such contribution obligation. No Person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation.


 


5.
RULE 144.


 


5.1
Rule 144. Pubco covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange
Act and shall take such further action as Investors holding Registrable Securities may reasonably request, all to the extent required
from time to time to enable such Investors to sell Registrable Securities without registration under the Securities Act within the limitation
of the exemptions provided by Rule 144 under the Securities Act, as such Rule 144 may be amended from time to time, or any similar rule
or regulation hereafter adopted by the SEC.


 




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6.
MISCELLANEOUS.


 


6.1
Other Registration Rights. Pubco represents and warrants that as of the date of this Agreement, no Person, other than the holders
of Registrable Securities, has any right to require Pubco to register any of Pubco’s share capital for sale or to include Pubco’s
share capital in any registration filed by Pubco for the sale of share capital for its own account or for the account of any other Person.


 


6.2
Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of Pubco hereunder may not be
assigned or delegated by Pubco in whole or in part, unless Pubco first provides Investors holding Registrable Securities at least ten
(10) Business Days’ prior written notice; provided that no assignment or delegation by Pubco will relieve Pubco of its obligations
under this Agreement unless Investors holding a majority-in-interest of the Registrable Securities provide their prior written consent,
which consent must not be unreasonably withheld, delayed or conditioned. This Agreement and the rights, duties and obligations of Investors
holding Registrable Securities hereunder may be freely assigned or delegated by such Investor in conjunction with and to the extent of
any transfer of Registrable Securities by such Investor which is permitted by such Investor’s applicable Lock-Up Agreement; provided
that no assignment by any Investor of its rights, duties and obligations hereunder shall be binding upon or obligate Pubco unless and
until Pubco shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably
satisfactory to Pubco, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate
of joinder to this Agreement). This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each
of the parties, to the permitted assigns of the Investors or of any assignee of the Investors. This Agreement is not intended to confer
any rights or benefits on any Persons that are not party hereto other than as expressly set forth in Section 4 and this Section
6.2.


 


6.3
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii)
one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days
after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party
at the following addresses (or at such other address for a party as shall be specified by like notice):


 




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	If
                                            to Pubco or (after Closing) JWAC:

     

    Chijet
    Motor Company, Inc.

    No.
    8, Beijing South Road

    Economic
    & Technological Development Zone

    Yantai,
    Shandong, CN-37 264006

    People’s
    Republic of China

    Attn:
Xinjian Wang
	with
                                            a copy (which will not constitute notice) to:

     

    Ellenoff
    Grossman & Schole LLP

    1345
    Avenue of the Americas, 11th Floor

    New
    York, New York 10105

    Attn:
    Barry I. Grossman, Esq.

    
               Matthew A. Gray, Esq.

    Facsimile
    No.: (212) 370-7889

    Telephone
    No.: (212) 370-1300

    Email:
    bigrossman@egsllp.com

                mgray@egsllp.com

     

    and

     

    Jincheng
    Tongda & Neal Law Firm

    42/F,
    Central Tower, No.5 Xiancun Road

    Zhujiang
    New Town, Guangzhou 510623

    People’s
    Republic of China

    Attn:
    Bruce Zhao

    Facsimile
    No.: +86 020-38565608

    Telephone
    No.: +86 020-38565688

    Email:
    zhaohua@jtn.com

     

	If
    to an Initial Investor, to: the address set forth underneath such Exchange Investor’s name on the signature page.	with
                                            a copy (which will not constitute notice) to:

     

    Sichenzia
    Ross Ference LLP

    1185
    Avenue of the Americas, 31st floor

    New
    York, NY 10036

    Attn:Gregory
Sichenzia

               Arthur
    Marcus

    Facsimile
    No: (212) 930 9725

    Telephone
    No: (212) 930 9700

    Email:gsichenzia@srf.law

               amarcus@SRF.LAW

     



 




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	If
    to an Exchange Investor, to: the address set forth underneath such Exchange Investor’s name on the signature page.	with
                                            a copy (which will not constitute notice) to:

     

    Ellenoff
    Grossman & Schole LLP

    1345
    Avenue of the Americas, 11th Floor

    New
    York, New York 10105

    Attn:
    Barry I. Grossman, Esq.

               Matthew
    A. Gray, Esq.

    Facsimile
    No.: (212) 370-7889

    Telephone
    No.: (212) 370-1300

    Email:
    bigrossman@egsllp.com

                mgray@egsllp.com

     

    and

     

    Jincheng
    Tongda & Neal Law Firm

    42/F,
    Central Tower, No.5 Xiancun Road

    Zhujiang
    New Town, Guangzhou 510623

    People’s
    Republic of China

    Attn:
    Bruce Zhao

    Facsimile
    No.: +86 020-38565608

    Telephone
    No.: +86 020-38565688

    Email:
    zhaohua@jtn.com

     



 


6.4
Severability. This 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 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 Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. Notwithstanding anything
to the contrary contained in this Agreement, in the event that a duly executed copy of this Agreement is not delivered to Pubco by a
Person receiving Registrable Securities in connection with the Closing, such Person failing to provide such signature shall not be a
party to this Agreement or have any rights or obligations hereunder, but such failure shall not affect the rights and obligations of
the other parties to this Agreement as among such other parties.


 


6.5
Entire Agreement. This Agreement (together with the Business Combination Agreement and the Lock-Up Agreements to the extent incorporated
herein, and including all agreements entered into pursuant hereto or thereto or referenced herein or therein and all certificates and
instruments delivered pursuant hereto and thereto) constitutes the entire agreement of the parties with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between
the parties, whether oral or written, relating to the subject matter hereof; provided, that, for the avoidance of doubt, the foregoing
shall not affect the rights and obligations of the parties under the Business Combination Agreement, any other Ancillary Document, or
the Underwriter Warrant. Without prejudice to the generality of the foregoing, this Agreement amends, restates, supersedes and replaces
in its entirety the Original Agreement. All references to the Original Agreement in any other document shall, from and after the date
hereof, be deemed to refer to this Agreement (except to the extent, if any, that such interpretation would conflict with the terms of
this Agreement as they refer or pertain to the Original Agreement).


 




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6.6
Interpretation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction
of any provision of this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement
shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include
the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without
limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words
“without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words
of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section
or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated
jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise
favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.


 


6.7
Amendments; Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance, and either retroactively or prospectively) only with the written agreement or consent
of Pubco (after the Closing by a majority of the Disinterested Independent Directors), Investors holding a majority-in-interest of the
Exchange Investor Registrable Securities, and Investors holding a majority-in-interest of the Initial Investor Registrable Securities;
provided, that any amendment or waiver of this Agreement which affects an Investor in a manner materially and adversely disproportionate
to other Investors will also require the consent of such Investor. No failure or delay by a party in exercising any right hereunder shall
operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances,
shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.


 


6.8
Remedies Cumulative. In the event a party fails to observe or perform any covenant or agreement to be observed or performed under
this Agreement, the other parties may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific
performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise
of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions,
without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive,
and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this
Agreement or now or hereafter available at law, in equity, by statute or otherwise.


 


6.9
Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State
of New York without regard to the conflict of laws principles thereof. Each party hereto hereby (i) submits to the exclusive jurisdiction
of any state or federal court located in the County of New York in the State of New York (or in any appellate court thereof) (the “Specified
Courts”) for the purpose of any claim, action, litigation or other legal proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby (a “Proceeding”), and (b) irrevocably waives, and agrees
not to assert by way of motion, defense or otherwise, in any such Proceeding, any claim that it is not subject personally to the jurisdiction
of the above-named courts, that its property is exempt or immune from attachment or execution, that the Proceeding is brought in an inconvenient
forum, that the venue of the Proceeding is improper, or that this Agreement or the transactions contemplated hereby may not be enforced
in or by any Specified Court. Each party agrees that a final judgment in any Proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Each party irrevocably consents to the service
of the summons and complaint and any other process in any Proceeding, on behalf of itself, or its property, by personal delivery of copies
of such process to such party at the applicable address set forth in Section 6.3. Nothing in this Section 6.9 shall affect
the right of any party to serve legal process in any other manner permitted by applicable Law.


 




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6.10
WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION,
SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTORS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT
HEREOF.


 


6.11
Authorization to Act on Behalf of Pubco. The parties acknowledge and agree that from and after the Closing, the Disinterested
Independent Directors, by vote, consent, approval or determination of a majority of the Disinterested Independent Directors, is authorized
and shall have the sole right to act on behalf of Pubco under this Agreement, including the right to enforce Pubco’s rights and
remedies under this Agreement. Without limiting the foregoing, in the event that an Investor serves as a director, officer, employee
or other authorized agent of Pubco, such Investor shall have no authority, express or implied, to act or make any determination on behalf
of Pubco in connection with this Agreement or any dispute or Action with respect hereto.


 


6.12
Termination of Business Combination Agreement. This Agreement shall be binding upon each party upon such party’s execution
and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. In the event that the Business Combination
Agreement is validly terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become
null and void and be of no further force or effect, and the parties shall have no obligations hereunder.


 


6.13
Counterparts. This Agreement may be executed in multiple counterparts (including by facsimile or pdf or other electronic document
transmission), each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument.


 


{REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW}


 




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IN
WITNESS WHEREOF, the parties have caused this Seller Registration Rights Agreement to be executed and delivered as of the date first
written above.


 


	 	Pubco:
	 	 	 
	 	CHIJET MOTOR COMPANY, INC.
	 	 	                     
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	JWAC:
	 	 	 
	 	JUPITER WELLNESS ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


{Signature
Page to Amended and Restated Registration Rights Agreement}


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written
above.


 


	 	Initial Investors:
	 	 	 
	 	[INITIAL INVESTOR]
	 	 
	 	By:	                   
	 	Name:	 
	 	Title:	 


 


	 	Address for Notice:
	 	 	 
	 	Address:	 
	 	 
	 	 
	 	Facsimile
    No.:	 
	 	Telephone
No.:	 
	 	Email:	 


 


{Signature
Page to Amended and Restated Registration Rights Agreement}


 




    	 



    	 



    

 


WHEREOF,
the parties have caused this Registration Rights Agreement to be executed and delivered as of the date first written above.


 


	 	Exchange Investors:
	 	 	 
	 	[EXCHANGE INVESTOR]
	 	 
	 	By:	                      
	 	Name:	 
	 	Title:	 


 





	 	Address for Notice:
	 	 	 
	 	Address:	 
	 	 
	 	 
	 	Facsimile
    No.:	 
	 	Telephone
No.:	 
	 	Email:	 


 


{Signature
Page to Amended and Restated Registration Rights Agreement}