Jupiter Wellness, Inc. Sample Contracts
COMMON STOCK PURCHASE WARRANT Jupiter Wellness, Inc.Common Stock Purchase Warrant • July 20th, 2021 • Jupiter Wellness, Inc. • 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
Standard Contracts
RD SECURITIES PURCHASE AGREEMENTSecurities 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”).
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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 24th, 2024 • Safety Shot, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 20, 2024, between Safety Shot, Inc., a Delaware corporation (the “Company”), and TODD GIBSON (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 5th, 2024 • Safety Shot, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 30, 2024, between Safety Shot, Inc., a Delaware corporation (the “Company”), and Core 4 Capital Corp., a New York corporation (the “Purchaser”).
UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
The undersigned, Jupiter Wellness, Inc. (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or 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 follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 10th, 2025 • Safety Shot, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 4, 2024, between Safety Shot, Inc., a Delaware corporation (the “Company”), and [*] (the “Purchaser”).
FORM OF CERTIFICATED WARRANT] COMMON STOCK PURCHASE WARRANT JUPITER WELLNESS, INC.Common Stock Purchase Warrant • June 17th, 2020 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (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 [●], 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date (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 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 o
ContractPurchase Warrant Agreement • 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.
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.Security Agreement • May 12th, 2023 • Jupiter Wellness, Inc. • 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
WARRANT TO PURCHASE COMMON STOCK SAFETY SHOT, INC.Security Agreement • February 4th, 2025 • Safety Shot, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, Bigger Capital LLC 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 January 20, 2030 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Safety Shot, Inc., a Delaware corporation (the “Company”), up to 5,332,889 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 to
FORM OF WARRANT AGENT AGREEMENTWarrant Agent 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”).
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”).
Jupiter Wellness, Inc. proforma financial informationShare Exchange Agreement • February 10th, 2021 • Jupiter Wellness, Inc. • 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.
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”).
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.
FORM OF REGULATION A SUBSCRIPTION AGREEMENT CBD BRANDS, INC.Subscription Agreement • August 19th, 2019 • CBD Brands, Inc. • Perfumes, cosmetics & other toilet preparations
ARRANGEMENT AGREEMENT AMONG SAFETY SHOT, INC. AND YERBAÉ BRANDS CORP. DATED AS OF JANUARY 7, 2025Arrangement Agreement • February 4th, 2025 • Safety Shot, Inc. • Perfumes, cosmetics & other toilet preparations • British Columbia
NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties do hereby covenant and agree as follows:
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”).
FORM OF UNDERWRITERS’ WARRANT AGREEMENTUnderwriters' Warrant 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.
Safety Shot, Inc. Up to $5,000,000 Shares of Common Stock Equity Distribution AgreementEquity Distribution Agreement • February 4th, 2025 • Safety Shot, Inc. • Perfumes, cosmetics & other toilet preparations • New York
Safety Shot, Inc., a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as exclusive sales agent, shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Shares”) having an aggregate offering price of up to $5,000,000 on terms set forth herein. The Shares consist entirely of authorized but unissued shares of Common Stock to be issued and sold by the Company.
ContractConvertible Note • February 4th, 2025 • Safety Shot, Inc. • Perfumes, cosmetics & other toilet preparations • New York
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
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”).
SAFETY SHOT, INC. CONSULTING AGREEMENT September 23, 2024Consulting Agreement • February 4th, 2025 • Safety Shot, Inc. • Perfumes, cosmetics & other toilet preparations
Safety Shot, Inc. (the “Company”) wishes to obtain the services of Core 4 Capital Corp., a New York corporation (“Consultant”, or “you”) as a consultant. You and the Company agree with each other that this agreement (the “Agreement”) contains the terms and conditions relating to the services that you are to provide and the consideration therefor.
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").
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”)
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 26th, 2025 • Safety Shot, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 20, 2025, between Safety Shot, Inc., a Delaware corporation (the “Company”), and (the “Purchaser”).
CBD BRANDS, INC. INDEPENDENT DIRECTOR’S CONTRACTIndependent Director'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”).
WARRANT TO PURCHASE COMMON STOCK SAFETY SHOT, INC.Warrant Agreement • February 10th, 2025 • Safety Shot, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS 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 February 5, 2030, (the “Termination Date”) but not thereafter, to subscribe for and purchase from Safety Shot, Inc., a Delaware corporation (the “Company”), up to 2,753,304 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).
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").
