PLEDGE AND ESCROW AGREEMENT (BENUVIA MANUFACTURING, INC.)Pledge and Escrow Agreement • December 14th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS PLEDGE AND ESCROW AGREEMENT (“Agreement”) is made and entered into as of December __, 2021, by and between BENUVIA MANUFACTURING, INC., a corporation incorporated under the laws of the State of Delaware (the “Pledgor”), and JUPITER WELLNESS, INC., a corporation incorporated under the laws of the State of Delaware (the “Secured Party”), with the joinder of LUCOSKY BROOKMAN LLP (“Escrow Agent”).
GUARANTY AGREEMENT (PARENT)Guaranty Agreement • December 14th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This GUARANTY AGREEMENT is dated as of December __, 2021(as amended, restated or modified from time to time, the “Guaranty”), and is made by NEXT FRONTIER HOLDINGS, INC., a corporation incorporated under the laws of the State of Delaware (the “Guarantor”), in favor of JUPITER WELLNESS, INC., a corporation incorporated under the laws of the State of Delaware (the “Buyer”).
PLEDGE AND ESCROW AGREEMENT (NEXT FRONTIER HOLDINGS, INC.)Pledge and Escrow Agreement • December 14th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS PLEDGE AND ESCROW AGREEMENT (“Agreement”) is made and entered into as of December __, 2021, by and between NEXT FRONTIER HOLDINGS, INC., a corporation incorporated under the laws of the State of Delaware (the “Pledgor”), and JUPITER WELLNESS, INC., a corporation incorporated under the laws of the State of Delaware (the “Secured Party”), with the joinder of LUCOSKY BROOKMAN LLP (“Escrow Agent”).
NEXT FRONTIER PHARMACEUTICALS, INC. SECURITY AGREEMENT (BORROWER)Security Agreement • December 14th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Security Agreement (this “Agreement”) is made and entered into as of December __, 2021, 2021, by and among Next Frontier Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and the holders of the Company’s Secured Note (the “Note”) issued from time to time under the Purchase Agreement (defined below) (the “Secured Party”). This Agreement is being executed and delivered by the Company and the Secured Party in connection with that certain Secured Note Purchase Agreement, dated as of the date first set forth above (the “Purchase Agreement”), by and among the Company and the Secured Party. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
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 DECEMBER 8, 2021 EXHIBITS AND SCHEDULESStock Purchase Agreement • December 14th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of December 8, 2021, 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.”
GUARANTY AGREEMENT (SUBSIDIARIES)Guaranty Agreement • December 14th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This GUARANTY AGREEMENT is dated as of December __, 2021(as amended, restated or modified from time to time, the “Guaranty”), and is made by BENUVIA MANUFACTURING, INC., a corporation incorporated under the laws of the State of Delaware, BENUVIA THERAPEUTICS, LLC, a limited liability company organized and existing under the laws of the State of Delaware, and BENUVIA MANUFACTURING LLC, a limited liability company organized and existing under the laws of the State of Delaware, and BENUVIA THERAPEUTICS IP LLC, a limited liability company organized and existing under the laws of the State of Delaware (together, collectively, the “Guarantors”), in favor of JUPITER WELLNESS, INC., a corporation incorporated under the laws of the State of Delaware (the “Buyer”).
NEXT FRONTIER PHARMACEUTICAL, Inc. Secured NOTE Purchase AgreementSecured Note Purchase Agreement • December 14th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Secured Note Purchase Agreement (this “Agreement”) is made as of December __, 2021 (the “Effective Date”) by and among Next Frontier Pharmaceuticals, Inc., a Delaware corporation (the “Company”), the undersigned purchaser (the “Purchaser”).
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • December 14th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This Intercreditor and Subordination Agreement (this “Agreement”) is entered into as of December , 2021, by and among, Benuvia Holdings, LLC, a Delaware limited liability company (“Senior Lender”), Jupiter Wellness, Inc., a Delaware corporation (“Subordinated Lender”) and Next Frontier Holdings, Inc., a Delaware corporation (“Obligor”), Next Frontier Pharmaceuticals, Inc., a Delaware corporation (“NFP”), Next Frontier Brands US, Inc., a Delaware corporation(“NFBUS”), Benuvia Manufacturing Inc., a Delaware corporation (“BMI”), Benuvia Manufacturing, LLC (“BM LLC”), Benuvia Therapeutics LLC, a Delaware limited liability company (“BT LLC”), Benuvia Therapeutics IP LLC, a Delaware limited liability company (“BT IP LLC”), Biotanica Ltd., a company registered in England and Wales (“Biotanica”), Fluère Drinks B.V., a company incorporated under the laws of the Netherlands (“Fluère”), Next Frontier Brands Ltd., a company registered in England and Wales (“NFBL”), Next Frontier Beverage Ltd., a c
SUBORDINATION AGREEMENTSubordination Agreement • December 14th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations • New York
THIS SUBORDINATION AGREEMENT (the “Agreement”) is made and executed as of December __, 2021, by and among (i) NEXT FRONTIER HOLDINGS, INC., a Delaware corporation (the “Company”), (ii) JUPITER WELLNESS, INC., a Delaware corporation (the “Senior Creditor”), and (iii) RICHARD TURASKY, an individual (individually and in his capacity as Representative for the Investors, each as defined below, the “Subordinated Creditor”).
ASSIGNMENT OF REPRESENTATIONS WARRANTIES, COVENANTS AND INDEMNITIES (ACQUISITION DOCUMENTS)Covenants and Indemnities • December 14th, 2021 • Jupiter Wellness, Inc. • Perfumes, cosmetics & other toilet preparations
This Assignment of Representations, Warranties, Covenants and Indemnities (this “Assignment”) dated as of December __, 2021 is entered into by and among NEXT FRONTIER PHARMACEUTICALS, INC., a corporation incorporated under the laws of the State of Delaware (“NFP”), NEXT FRONTIER HOLDINGS, INC., a corporation incorporated under the laws of the State of Delaware (“NFH” together with NFP, the “Assignors”), and JUPITER WELLNESS, INC., a corporation incorporated under the laws of the State of Delaware (the “Lender”).
