SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2024 • Safety Shot, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 4, 2024, between Safety Shot, Inc., a Delaware corporation (the “Company”), and Core 4 Capital Corp., a New York corporation (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2024 • Safety Shot, Inc. • Perfumes, cosmetics & other toilet preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchaser (the “Purchase Agreement”).
UNDERWRITING AGREEMENT by and among SRM ENTERTAINMENT, INC., JUPITER WELLNESS, INC. and EF HUTTON, division of Benchmark Investments, LLC, as Representative of the Several UnderwritersUnderwriting Agreement • August 21st, 2023 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
The undersigned, SRM Entertainment, Inc., a corporation formed under the laws of the State of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of SRM Entertainment, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as set forth below.
COMMON STOCK PURCHASE WARRANT Jupiter Wellness, Inc.Jupiter Wellness, Inc. • July 20th, 2021 • Perfumes, cosmetics & other toilet preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [ ], 2026 (the “Termination Date”) (or if any portion of this Warrant is redeemed pursuant to Section 5 below, on the Redemption Date (as defined below) for such portion) but not thereafter, to subscribe for and purchase from Jupiter Wellness, Inc., a Delaware corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Deposito
Jupiter Wellness, Inc. proforma financial informationJupiter Wellness, Inc. • February 10th, 2021 • Perfumes, cosmetics & other toilet preparations
On November 30, 2020, Jupiter Wellness, Inc. (the “Company”), entered into and closed on a share exchange agreement (the “Exchange Agreement”) with SRM Entertainment, LTD, a Hong Kong Special Administrative Region of the People's Republic of China limited company (“SRM”) and wholly owned subsidiary of Vinco Ventures, Inc., a Nevada corporation formerly known as Edison Nation, Inc. (“Vinco”), and the shareholders of SRM set forth in the Exchange Agreement (the “SRM Shareholders”), pursuant to which the Company acquired 100% of the shares of SRM’s common stock (the “SRM Common Stock”) from the SRM Shareholders in exchange for 200,000 shares of the Company’s common stock, subject to a leak out provision. As a result of the Exchange Agreement, SRM became a wholly-owned subsidiary of the Company.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • July 20th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2021 (the “Issuance Date”) between Jupiter Wellness, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC, a New Jersey limited liability company (the “Warrant Agent”).
SERIES A-2 WARRANT TO PURCHASE COMMON STOCK JUPITER WELLNESS, INC.Jupiter Wellness, Inc. • May 12th, 2023 • Perfumes, cosmetics & other toilet preparations • New York
THIS SERIES A-2 WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, ________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on July 24, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Jupiter Wellness, Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one (1) share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right
ContractCommon Stock Purchase Warrant • July 20th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
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, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING [●], 2021 (THE “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) AEGIS CAPITAL CORP. OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING FOR WHICH THIS PURCHASE WARRANT WAS ISSUED TO THE UNDERWRITER AS CONSIDERATION (THE “OFFERING”), OR (II) A BONA FIDE OFFICER OR PARTNER OF AEGIS CAPITAL CORP.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 27th, 2022 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 20, 2022 is entered into by and between Applied Biology Inc., a Wyoming corporation (“Seller”) and Jupiter Wellness, Inc., a Delaware corporation (“Buyer”).
FORM OF WARRANT AGENT AGREEMENTWarrant Agreement • June 17th, 2020 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [●], 2020 (the “Issuance Date”) between Jupiter Wellness, Inc., a company incorporated under the laws of the State of Delaware (the “Company”), and VStock Transfer, LLC, a New Jersey limited liability company (the “Warrant Agent”).
PLEDGE AND ESCROW AGREEMENT (BENUVIA MANUFACTURING, INC.)Pledge and Escrow Agreement • December 14th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS PLEDGE AND ESCROW AGREEMENT (“Agreement”) is made and entered into as of December __, 2021, by and between BENUVIA MANUFACTURING, INC., a corporation incorporated under the laws of the State of Delaware (the “Pledgor”), and JUPITER WELLNESS, INC., a corporation incorporated under the laws of the State of Delaware (the “Secured Party”), with the joinder of LUCOSKY BROOKMAN LLP (“Escrow Agent”).
GUARANTY AGREEMENT (PARENT)Guaranty Agreement • December 14th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This GUARANTY AGREEMENT is dated as of December __, 2021(as amended, restated or modified from time to time, the “Guaranty”), and is made by NEXT FRONTIER HOLDINGS, INC., a corporation incorporated under the laws of the State of Delaware (the “Guarantor”), in favor of JUPITER WELLNESS, INC., a corporation incorporated under the laws of the State of Delaware (the “Buyer”).
PLEDGE AND ESCROW AGREEMENT (NEXT FRONTIER HOLDINGS, INC.)Pledge and Escrow Agreement • December 14th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS PLEDGE AND ESCROW AGREEMENT (“Agreement”) is made and entered into as of December __, 2021, by and between NEXT FRONTIER HOLDINGS, INC., a corporation incorporated under the laws of the State of Delaware (the “Pledgor”), and JUPITER WELLNESS, INC., a corporation incorporated under the laws of the State of Delaware (the “Secured Party”), with the joinder of LUCOSKY BROOKMAN LLP (“Escrow Agent”).
NEXT FRONTIER PHARMACEUTICALS, INC. SECURITY AGREEMENT (BORROWER)Security Agreement • December 14th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Security Agreement (this “Agreement”) is made and entered into as of December __, 2021, 2021, by and among Next Frontier Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the holders of the Company’s Secured Note (the “Note”) issued from time to time under the Purchase Agreement (defined below) (the “Secured Party”). This Agreement is being executed and delivered by the Company and the Secured Party in connection with that certain Secured Note Purchase Agreement, dated as of the date first set forth above (the “Purchase Agreement”), by and among the Company and the Secured Party. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
RD SECURITIES PURCHASE AGREEMENTRd Securities Purchase Agreement • January 25th, 2023 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This RD Securities Purchase Agreement (this “Agreement”) is dated as of January 19, 2023, between Jupiter Wellness, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
FORM OF REGULATION A SUBSCRIPTION AGREEMENT CBD BRANDS, INC.Subscription Agreement • August 19th, 2019 • CBD Brands, Inc. • Perfumes, cosmetics & other toilet preparations
PIPE SECURITIES PURCHASE AGREEMENTPipe Securities Purchase Agreement • January 25th, 2023 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This PIPE Securities Purchase Agreement (this “Agreement”) is dated as of January 19, 2023, between Jupiter Wellness, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including their respective successors and assigns, each a “Purchaser” and collectively, the “Purchasers”).
STOCK EXCHANGE AGREEMENTStock Exchange Agreement • August 21st, 2023 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
THIS STOCK EXCHANGE AGREEMENT (the “Agreement”) is entered into as of December 9, 2022, by and between Jupiter Wellness, Inc., a Delaware corporation (the “Company”) and SRM Entertainment, Inc, a Nevada corporation (“SRM NV”) formed on April 24, 2022. Each party to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED STOCK EXCHANGE AGREEMENT between JUPITER WELLNESS, INC. and SRM ENTERTAINMENT, INC. Dated as of May 26, 2023Stock Exchange Agreement • August 21st, 2023 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
AMENDED AND RESTATED STOCK EXCHANGE AGREEMENT, dated as of May 26, 2023 between Jupiter Wellness, Inc., a Delaware corporation (the “Company”), and SRM Entertainment, Inc., a Nevada corporation (“SRM”) (the Company and SRM each a “Party” and together, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 14th, 2020 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made by and between CBD Brands, Inc., a duly organized Delaware corporation ("Employer"), and Douglas O. McKinnon, a resident of the State of Colorado ("Employee").
CBD BRANDS, INC. INDEPENDENT DIRECTOR’S CONTRACTDirector’s Contract • July 14th, 2020 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
THIS AGREEMENT (this “Agreement”) is made as of July 29, 2019 and is by and between CBD Brands, Inc., a Delaware corporation (hereinafter referred to as the “Company”) and Christopher Melton (hereinafter referred to as the “Director”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 17th, 2020 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 1st day of February, 2020 (the "Effective Date"), between CBD Brands, Inc., a Delaware corporation, whose principal place of business is 725 N. Hwy. A1A, Suite C106. Jupiter, FL. 33477 (the "Company") and Brian S. John, an individual whose mailing address is c/o 1515 Venus Ave., Jupiter, FL. 33469 (the "Executive").
LOAN AGREEMENTLoan Agreement • April 22nd, 2022 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
This Loan Agreement (“Agreement”) is made and entered into in this 20th day of April 2022 (“Effective Date”), by and between JUPITER WELLNESS, INC., a Delaware corporation, its successors and assigns (the “Company”), and Greentree Financial Group, Inc., a Florida corporation (“Lender”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 21st, 2023 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations
This Assignment and Assumption Agreement (this “Agreement”), dated as of August 3, 2023 (the “Effective Date”), is entered into by and between Jupiter Wellness, Inc. (the “Assignor”) and SRM Entertainment, Inc. (the “Assignee”).
AMENDMENT NO. 2 TO CONVERTIBLE LOAN AGREEMENT, CONVERTIBLE PROMISSORY NOTE AND WARRANTSSafety Shot, Inc. • September 15th, 2023 • Perfumes, cosmetics & other toilet preparations
THIS AMENDMENT NO. 2 TO CONVERTIBLE LOAN AGREEMENT, CONVERTIBLE PROMISSORY NOTE AND WARRANTS (this “Amendment No. 2”) is entered into as of the 11th day of September 2023 (“Effective Date”), by and between Jupiter Wellness, Inc., a Delaware corporation (the “Company”), and Greentree Financial Group Inc. (the “Investor”).
TRANSITION ADVISORY AGREEMENTTransition Advisory Agreement • March 1st, 2024 • Safety Shot, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
THIS TRANSITION ADVISORY AGREEMENT (this “Agreement”) is made and entered into as of March 1, 2024 (the “Effective Date”), between Safety Shot, Inc., a Delaware corporation, whose principal place of business is 1061 E. Indiantown Road, Suite 110. Jupiter, FL. 33477 (the “Company”) and Mr. Brian S John, an individual whose mailing address is 16142 Cadence Pass. Jupiter, FL. 33478 (the “Executive”). The Executive is a former member of the Management Team.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 27th, 2022 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 26, 2022 is entered into by and among Ascent Clinical Research, Inc., a Delaware corporation (“Seller”) and Jupiter Wellness, Inc. a Delaware corporation (“Buyer”)
JUPITER WELLNESS, INC EMPLOYMENT AGREEMENTEmployment Agreement • May 5th, 2023 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of May 1, 2023, (the “Effective Date”), between Jupiter Wellness Inc., a Delaware corporation, whose principal place of business is 1061 E Indiantown Rd, Suite 110, Jupiter, FL 33477 (the “Company”, or “Employer”) and Dr. Glynn Wilson, an individual (the “Executive”).
FIRST AMENDED AND RESTATED STOCK PURCHASE AGREEMENT BY AND AMONG JUPITER WELLNESS, INC., JUPITER WELLESS INVESTMENTS, INC., NEXT FRONTIER PHARMACEUTICALS, INC., NEXT FRONTIER HOLDINGS, INC., AND THE SELLERS NAMED HEREIN DATED AS OF JANUARY 7, 2022...Stock Purchase Agreement • January 13th, 2022 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
THIS FIRST AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 7, 2022, is entered into by and among JUPITER WELLNESS, INC., a Delaware corporation (the “Parent”), JUPITER WELLNESS INVESTMENTS, INC., a Florida corporation (the “Buyer” and, together with the Parent, collectively, the “Buying Parties”), NEXT FRONTIER PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), NEXT FRONTIER HOLDINGS, INC., a Delaware corporation (“NFHI”) and the stockholders listed on Schedule 1 in the ownership amounts and addresses listed therein (the “Individual Stockholders”, and together with NFHI, collectively, the “Sellers”). Each of the parties constituting the Buying Parties and the Sellers are hereinafter referred to individually as a “Party” and, jointly, as the “Parties.”
GUARANTY AGREEMENT (SUBSIDIARIES)Guaranty Agreement • December 14th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This GUARANTY AGREEMENT is dated as of December __, 2021(as amended, restated or modified from time to time, the “Guaranty”), and is made by BENUVIA MANUFACTURING, INC., a corporation incorporated under the laws of the State of Delaware, BENUVIA THERAPEUTICS, LLC, a limited liability company organized and existing under the laws of the State of Delaware, and BENUVIA MANUFACTURING LLC, a limited liability company organized and existing under the laws of the State of Delaware, and BENUVIA THERAPEUTICS IP LLC, a limited liability company organized and existing under the laws of the State of Delaware (together, collectively, the “Guarantors”), in favor of JUPITER WELLNESS, INC., a corporation incorporated under the laws of the State of Delaware (the “Buyer”).
FIRST AMENDMENT TO COMMON STOCK OPTION AGREEMENTCommon Stock Option Agreement • January 29th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations
This First Amendment to the Common Stock Option Agreement (this “Amendment”) is made and entered into as of the 25th day of January 2021 (“Effective Date”), by and among Jupiter Wellness Inc., a Delaware corporation (the “Company”), and Krista Whitley, an individual (“Option Holder”) (jointly, the “Parties”).
LICENSE AGREEMENTLicense Agreement • July 9th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • California
THIS LICENSE AGREEMENT ("Agreement") is made and entered into as of July 8, 2021 (the "Effective Date"), by and between Applied Biology, Inc. (“AB”), a California corporation having its principal place of business at 17780 Fitch, Suite 192, Irvine, CA 92614 USA, and Jupiter Wellness, Inc. (“JUPITER”), with principal place of business at 1061 E. Indiantown Road, Suite 110, Jupiter, FL 33477 USA.
FORM OF UNDERWRITERS’ WARRANT AGREEMENTWarrant Agreement • June 17th, 2020 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
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, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) [________] OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF [________] OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
JUPITER WELLNESS, INC EMPLOYMENT AGREEMENTEmployment Agreement • July 11th, 2023 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of July 10th, 2023, (the “Effective Date”), between Jupiter Wellness Inc., a Delaware corporation, whose principal place of business is 1061 E Indiantown Rd, Suite 110, Jupiter, FL 33477 (the “Company”, or “Employer”) and Josh Wagner, an individual whose mailing address is 210 Parkside Ln., Oswego, IL 60543 (the “Employee”).
VOTING AGREEMENTVoting Agreement • January 13th, 2022 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of 7, 2022 (the “Effective Date”), is entered into between Jupiter Wellness, Inc., a Delaware corporation (the “Company”), and all of the signatories to this agreement (the “Stockholders”), to which parties may be added after the date hereof. Each of the parties to this Agreement referred to individually as a “Party” and, jointly, as the “Parties”.
