TRANSITION ADVISORY AGREEMENTTransition Advisory Agreement • January 13th, 2022 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Florida
THIS TRANSITION ADVISORY AGREEMENT (this “Agreement”) is made and entered into as of January _____, 2022 (the “Effective Date”), between Jupiter Wellness, Inc., a Delaware corporation, whose principal place of business is 1061 E. Indiantown Road, Suite 110. Jupiter, FL. 33477 (the “Company”) and ___________, an individual whose mailing address is ____________ (the “Executive”). The Executive is a member of the Management Team. It is anticipated that all members of the Management Team will execute an agreement that is identical (other than with respect to work duties and compensation) to this Agreement. All capitalized terms not defined herein are used as defined in the Stock Purchase Agreement (defined below).
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.”
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”.
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • January 13th, 2022 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This Confidentiality Agreement (this “Agreement”) is made and entered into this 7 day of January, 2022 by and between Jupiter Wellness, Inc., a Delaware corporation (“Jupiter Wellness” or the “Company”), and Next Frontier Pharmaceuticals, Inc., a Delaware corporation (“Next Frontier Pharmaceuticals”).
STOCKHOLDERS AGREEMENTStockholders Agreement • January 13th, 2022 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of January 7, 2022, is entered into by and among Jupiter Wellness, Inc., a Delaware corporation (the “Jupiter Wellness”), the Management Team, and the major individual stockholders of Next Frontier Pharmaceuticals, Inc., a Delaware corporation (“Next Frontier Pharmaceuticals”) as listed below (the “Primary Stockholders”). All capitalized terms used but not otherwise defined herein shall have the respective meanings attributed to them in the Purchase Agreement (later defined). Each of the parties to this Agreement referred to individually as a “Party” and, jointly, as the “Parties”.
