UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2020 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • California
WestPark Capital, Inc. As Representative of the Underwriters named on Schedule 1 attached hereto 1900 Avenue of the Stars, Suite 310 Los Angeles, CA 90067
FORM OF CERTIFICATED WARRANT] COMMON STOCK PURCHASE WARRANT JUPITER WELLNESS, INC.Jupiter Wellness, Inc. • June 17th, 2020 • 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
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”).
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").
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.
CONFIDENTIAL MEMBERSHIP INTEREST PURCHASE AGREEMENT for Magical Beasts LLC, A Nevada Limited Liability CompanyConfidential Membership Interest Purchase Agreement • June 17th, 2020 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
This Confidential Membership Interest Purchase Agreement (this “Agreement”), dated as of February 18, 2020 (the “Effective Date”), is entered into between Magical Beasts LLC, A Nevada Limited Liability Company and its sole interest holder Krista Whitley (“Seller”) and Jupiter Wellness Inc., a Florida Corporation (“Buyer”).
SALES DISTRIBUTOR AGREEMENTSales Distributor Agreement • June 17th, 2020 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Nevada
This Sales Distributor Agreement (this “Agreement”), dated as of February 18, 2020, is entered into between Ayako Holdings, Inc., a Nevada corporation ("Company"); and Jupiter Wellness Inc., a Florida Corporation (“Distributor”).
