JUPITER WELLNESS ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2021 • Jupiter Wellness Acquisition Corp. • Blank checks • New York
Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with I-Bankers Securities, Inc. (the “Representative”), as representative of the several underwriters set forth on Schedule A (collectively, the “Underwriters” or, each individually, an “Underwriter”) attached to this agreement (this “Agreement”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2021 • Jupiter Wellness Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 6, 2021, is made and entered into by and among Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”) and Jupiter Wellness Sponsor LLC, a Delaware limited liability company (the “Sponsor”) and the other undersigned parties listed under Holders on the signature page hereto (together with the Sponsor, each a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 9th, 2021 • Jupiter Wellness Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 6, 2021 by and between Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
RIGHTS AGREEMENTRights Agreement • December 9th, 2021 • Jupiter Wellness Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of December 6, 2021 by and between Jupiter Wellness Acquisition Corp., a Delaware company with offices at 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477 (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (“Rights Agent”).
December 6, 2021Letter Agreement • December 9th, 2021 • Jupiter Wellness Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”), and I-Bankers Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 13,800,000 of the Company’s units (including up to 1,800,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one right. Each right (a “Right”) entitles the holder thereof to receive one-eighth (1/8) of one share of Common Stock. The Units will be sold in the Public Offering pursuant to a registration statements on Form S-1 (File No. 333-260667) and prospectus (
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • December 9th, 2021 • Jupiter Wellness Acquisition Corp. • Blank checks • New York
This Private Placement Units Purchase Agreement (this “Agreement”) is made as of the 6th day of December, 2021, by and among Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477, Jupiter Wellness Sponsor LLC, a Delaware limited liability company (the “Sponsor”), having its principal place of business 1061 E. Indiantown Road, Suite 110, Jupiter, Florida 33477, and I-Bankers Securities, Inc., (“I-Bankers”, together with the Sponsor, “Subscribers”).
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,...Share Purchase Warrant • December 9th, 2021 • Jupiter Wellness Acquisition Corp. • Blank checks • New York
THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY JUPITER WELLNESS ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION, STOCK PURCHASE, REORGANIZATION OR SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENTS (DEFINED HEREIN)) AND ONE YEAR AFTER THE EFFECTIVE DATE (AS DEFINED HEREIN). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED IN THE REGISTRATION STATEMENTS) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS OR FIVE YEARS FROM THE EFFECTIVE DATE.
I-Bankers Securities, Inc. 1208 Shady Lane N Keller, Texas 76248 USAJupiter Wellness Acquisition Corp. • December 9th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Jupiter Wellness Acquisition Corp., a Delaware corporation (“Company”), has requested I-Bankers Securities, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-260667) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
