Jupiter Wellness Acquisition Corp.Jupiter Wellness Acquisition Corp. • November 1st, 2021 • New York
This agreement (the “Agreement”) is entered into on September 20, 2021 by and between Jupiter Wellness Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Jupiter Wellness Acquisition Corp. a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
RIGHTS AGREEMENTRights Agreement • November 1st, 2021 • Jupiter Wellness Acquisition Corp. • New York
This Rights Agreement (this “Agreement”) is made as of [______], 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”).
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 • November 1st, 2021 • Jupiter Wellness Acquisition Corp. • 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 STATEMENT (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 STATEMENT) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS OR FIVE YEARS FROM THE EFFECTIVE DATE.
