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
UNDERWRITING AGREEMENTUnderwriting Agreement • July 20th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
The undersigned, Jupiter Wellness, Inc. (the “Company”) and the selling stockholders as set forth in Schedule 1-B (the “Selling Stockholders”), 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:
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”).
