Exhibit 10.7


 


FORM OF


INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT (this “Agreement”)
is made as of [ ], 2021, by and between Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”),
and_________________ (“Indemnitee”).


 


RECITALS


 


WHEREAS, highly competent persons have become
more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate
protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of such corporations;


 


WHEREAS, the Board of Directors of the Company
(the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt
to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries
from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among publicly traded
corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may
be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers and other persons
in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating
to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The
Second Amended and Restated Certificate of Incorporation (the “Charter”) and Bylaws of the Company require indemnification
of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable provisions of
the Delaware General Corporation Law, as amended (“DGCL”). The Charter, Bylaws and the DGCL expressly provide
that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between
the Company and members of the board of directors, officers and other persons with respect to indemnification, hold harmless, exoneration,
advancement and reimbursement rights;


 


WHEREAS, the uncertainties relating to such
insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board has determined that the increased
difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that
the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS, it is reasonable, prudent and necessary
for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and to advance expenses on behalf of, such persons
to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that
they will not be so protected against liabilities;


 


WHEREAS, this Agreement is a supplement to and
in furtherance of the Charter and Bylaws of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute
therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


 


WHEREAS, Indemnitee may not be willing to serve
as an officer or director, advisor or in another capacity without adequate protection, and the Company desires Indemnitee to serve in
such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on
the condition that he be so indemnified; and 


 


NOW, THEREFORE, in consideration of the promises
and the covenants contained herein and subject to the provisions of the letter agreement dated as of the date hereof, between the Company
and the Indemnitee pursuant


 




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to the Underwriting Agreement between the Company and the Underwriters
in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:


 


TERMS AND CONDITIONS


 


1. SERVICES TO THE COMPANY. Indemnitee will serve or continue to
serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee
is duly elected, appointed or retained or until Indemnitee tenders his resignation.


 


2. DEFINITIONS. As used in this Agreement:


 


2.1. References to “agent”
shall mean any person who is or was a director, officer or employee of the Company or a subsidiary of the Company or other person authorized
by the Company to act for the Company, to include such person serving in such capacity as a director, officer, employee, advisor, fiduciary
or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request
of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.


 


2.2. The terms “Beneficial Owner”
and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange
Act (as defined below) as in effect on the date hereof.


 


2.3. A “Change in Control”
shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:


 


2.3.1. Acquisition of Stock by Third Party.
Any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen
percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the
election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person
results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election
of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition
would not constitute a Change in Control under part 2.3.3 of this definition; 


 


2.3.2. Change in Board of Directors. Individuals
who, as of the date hereof, constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date hereof
or whose election for nomination for election was previously so approved (collectively, the “Continuing Directors”),
cease for any reason to constitute at least a majority of the members of the Board;


 


2.3.3. Corporate Transactions. The effective
date of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving
the Company and one or more businesses (a “Business Combination”), in each case, unless, following such Business
Combination: (1) all or substantially all of the individuals and entities who were the Beneficial Owners of securities entitled to
vote generally in the election of directors immediately prior to such Business Combination beneficially own, directly or indirectly, more
than 51% of the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of
directors resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction
owns the Company or all or substantially all of the Company’s assets either directly or through one or more Subsidiaries) in substantially
the same proportions as their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in
the election of directors; (2) no Person (excluding any corporation resulting from such Business Combination) is the Beneficial Owner,
directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote generally in the
election of directors of the surviving corporation except to the extent that such ownership existed prior to the Business Combination;
and (3) at least a majority of the Board of Directors of the corporation resulting from such Business Combination were Continuing
Directors at the time of the execution of the initial agreement, or of the action of the Board of Directors, providing for such Business
Combination. 


 


2.3.4. Liquidation. The approval by the
stockholders of the Company of a complete liquidation of the Company or an agreement or series of agreements for the sale or disposition
by the Company of all or substantially 




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all of the Company’s assets, other than factoring the Company’s
current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed with such a liquidation,
sale, or disposition in one transaction or a series of related transactions); or


 


2.3.5. Other Events. There occurs any other
event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response
to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company
is then subject to such reporting requirement.


 


2.4. “Corporate Status”
describes the status of a person who is or was a director, officer, trustee, general partner, managing member, fiduciary, employee or
agent of the Company or of any other Enterprise (as defined below) which such person is or was serving at the request of the Company.


 


2.5. “Disinterested Director”
shall mean a director of the Company who is not and was not a party to the Proceeding (as defined below) in respect of which indemnification
is sought by Indemnitee.


 


2.6. “Enterprise” shall
mean the Company and any other corporation, constituent corporation (including any constituent of a constituent) absorbed in a consolidation
or merger to which the Company (or any of its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer,
trustee, general partner, managing member, fiduciary, employee or agent.


 


2.7. “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


 


2.8. “Expenses” shall
include all direct and indirect costs, fees and expenses of any type or nature whatsoever, including, without limitation, all attorneys’
fees and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators
and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission
charges, secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in,
a Proceeding (as defined below), including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise
compensated by the Company or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from
any Proceeding (as defined below), including without limitation the principal, premium, security for, and other costs relating to any
cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by
Indemnitee or the amount of judgments or fines against Indemnitee.


 


2.9. “Independent Counsel”
shall mean a law firm or a member of a law firm with significant experience in matters of corporation law and neither presently is, nor
in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party
(other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements); or (ii) any other party to the Proceeding (as defined below) giving rise to a claim for indemnification hereunder. Notwithstanding
the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. 


 


2.10. References to “fines”
shall include any excise tax assessed on Indemnitee with respect to any employee benefit plan; references to “serving at the request
of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company which imposes duties
on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants
or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of
the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed
to the best interests of the Company” as referred to in this Agreement.


  


2.11. “Delaware Court”
shall mean the Court of the State of Delaware. 




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2.12. The term “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act as in effect on the date hereof; provided, however,
that “Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined below) of the Company; (iii) any
employment benefit plan of the Company or of a Subsidiary (as defined below) of the Company or of any corporation owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company; and (iv) any
trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary (as defined below) of the
Company or of a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.


 


2.13. The term “Proceeding”
shall include any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or
otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, or investigative or related
nature, in which Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was
a director or officer of the Company, by reason of any action (or failure to act) taken by him or of any action (or failure to act) on
his part while acting as a director or officer of the Company, or by reason of the fact that he is or was serving at the request of the
Company as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of any other Enterprise, in each
case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement,
or advancement of expenses can be provided under this Agreement.


 


2.14. The term “Subsidiary,”
with respect to any Person, shall mean any corporation or other entity of which a majority of the voting power of the voting equity securities
or equity interest is owned, directly or indirectly, by that Person.


 


3. INDEMNITY IN THIRD-PARTY PROCEEDINGS.


 


To the fullest extent permitted by applicable law, the Company shall indemnify,
hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 3 if Indemnitee was, is,
or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding, other than a Proceeding by or
in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified,
held harmless and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including
all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties
and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or
any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his conduct was unlawful.


 


4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY.


 


To the fullest extent permitted by applicable law, the Company shall indemnify,
hold harmless and exonerate Indemnitee in accordance with the provisions of this Section 4 if Indemnitee was, is,
or is threatened to be made, a party to or a participant (as a witness or otherwise) in any Proceeding by or in the right of the Company
to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated
against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue
or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in
respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company,
unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled
to indemnification, to be held harmless or to exoneration.  




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5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL.


 


Notwithstanding any other provisions of this Agreement except for Section
27, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding
or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable
law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him in connection therewith.
If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable law, indemnify, hold
harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each
successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company also shall, to
the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably incurred
in connection with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes
of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


6. INDEMNIFICATION FOR EXPENSES OF A WITNESS.


 


Notwithstanding any other provision of this Agreement except for Section
27, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a
party, he shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses
actually and reasonably incurred by him or on his behalf in connection therewith.


 


7. ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS.


  


Notwithstanding any limitation in Sections 3, 4,
or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law, indemnify,
hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding
by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties and amounts paid
in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses,
judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the Proceeding.
No indemnification, hold harmless or exoneration rights shall be available under this Section 7 on account of Indemnitee’s
conduct which constitutes a breach of Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or omission not
in good faith or which involves intentional misconduct or a knowing violation of the law.


 


8. CONTRIBUTION IN THE EVENT OF JOINT LIABILITY.


 


8.1. To the fullest extent permissible under
applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee
in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall
pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid
or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such
payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.


 


8.2. The Company shall not, without Indemnitee’s
consent, enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in
such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee and no admission
of guilt by, or injunctive relief against, Indemnitee, is included. 


 


8.3. The Company hereby agrees to fully indemnify,
hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the
Company other than Indemnitee who may be jointly liable with Indemnitee.  


 




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9. EXCLUSIONS.


 


Notwithstanding any provision in this Agreement except for Section
27, the Company shall not be obligated under this Agreement to make any indemnification, hold harmless or exoneration payment in connection
with any claim made against Indemnitee:  


 


	(a)	for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity provision or otherwise;


 


	(b)	for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or


 


	(c)	except as otherwise provided in Sections 14.5 and 14.6 hereof, prior to a Change in Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law.


 


10. ADVANCES OF EXPENSES; DEFENSE OF CLAIM.


  


10.1. Notwithstanding any provision of this Agreement
to the contrary except for Section 27, and to the fullest extent not prohibited by applicable law, the Company shall pay the
Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee within three months) in connection
with any Proceeding within ten (10) days after the receipt by the Company of a statement or statements requesting such advances from
time to time, prior to the final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made
without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to be
indemnified, held harmless or exonerated under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses
incurred pursuing a Proceeding to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to
the Company to support the advances claimed. If required by applicable law or the Charter or the Bylaws of the Company, such payments
of Expenses in advance of the final disposition of the Proceeding shall be made only upon the Company’s receipt of an undertaking,
by or on behalf of the Indemnitee, to repay the advance to the extent that it is ultimately determined that Indemnitee is not entitled
to be indemnified by the Company under the provisions of this Agreement, the Charter, the Bylaws of the Company, applicable law or otherwise.
This Section 10.1 shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration
payment is excluded pursuant to Section 9.


 


10.2. The Company will be entitled to participate
in the Proceeding at its own expense.


 


10.3. The Company shall not settle any action,
claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty or limitation on the Indemnitee without
the Indemnitee’s prior written consent.


  


11. PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION.


 


11.1. Indemnitee agrees to notify promptly the
Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating
to any Proceeding or matter which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered
hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the
Indemnitee under this Agreement, or otherwise. 


 


11.2. Indemnitee may deliver to the Company
a written application to indemnify, hold harmless or exonerate Indemnitee in accordance with this Agreement. Such application(s) may
be delivered from time to time and at such time(s) as Indemnitee deems appropriate in his or her sole discretion. Following such a written
application for indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification shall be determined according to Section
12.1 of this Agreement.


 




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12. PROCEDURE UPON APPLICATION FOR INDEMNIFICATION.


  


12.1. A determination, if required by applicable
law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case by one of the following methods,
which shall be at the election of Indemnitee: (i) by a majority vote of the Disinterested Directors, even though less than a quorum
of the Board; (ii) by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or
(iii) by vote of the stockholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee
is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied. If
it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after
such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to
Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request
any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee
and reasonably necessary to such determination. Any costs or Expenses (including attorneys’ fees and disbursements) incurred by
Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective
of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee
harmless therefrom.


  


12.2. In the event the determination of entitlement
to indemnification is to be made by Independent Counsel pursuant to Section 12.1 hereof, the Independent Counsel shall
be selected as provided in this Section 12.2. The Independent Counsel shall be selected by Indemnitee (unless Indemnitee
shall request that such selection be made by the Board), and Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the
Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected and certifying that
the Independent Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of
this Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written notice
of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection;
provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth
with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent
Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel
unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit.
If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11.2 hereof,
no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court
for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom
all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 12.1 hereof.
Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14.1 of this Agreement, Independent
Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional
conduct then prevailing).


 


12.3. The Company agrees to pay the reasonable
fees and expenses of Independent Counsel and to fully indemnify and hold harmless such Independent Counsel against any and all Expenses,
claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto. 


 




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13. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.


 


13.1. In making a determination with respect
to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is
entitled to indemnification under this Agreement 


if Indemnitee has submitted a request for indemnification in accordance
with Section 11.2 of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection
with the making by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company
(including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this
Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard
of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


13.2. If the person, persons or entity empowered
or selected under Section 12 of this Agreement to determine whether Indemnitee is entitled to indemnification shall
not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification
is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time, not to
exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement to
indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating
thereto.


 


13.3. The termination of any Proceeding or of
any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent,
shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that
his conduct was unlawful.


 


13.4. For purposes of any determination of good
faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account
of the Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Enterprise
in the course of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director,
or on information or records given or reports made to the Enterprise, its Board, any committee of the Board or any director, by an independent
certified public accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any
director. The provisions of this Section 13.4 shall not be deemed to be exclusive or to limit in any way the other circumstances
in which the Indemnitee may be deemed or found to have met the applicable standard of conduct set forth in this Agreement.


 


13.5. The knowledge and/or actions, or failure
to act, of any other director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Enterprise shall not be
imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


14. REMEDIES OF INDEMNITEE.


 


14.1. In the event that (i) a determination
is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement,
(ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of
this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12.1 of
this Agreement within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification
is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12.1 of
this Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is
not made in a timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant
to Section 3 or 4 of this Agreement is not made within ten (10) days after a determination has
been made that Indemnitee is entitled to indemnification, or




    	 	 8	 



    	 	 	 



    

 


(vii) payment to Indemnitee pursuant to any hold harmless or exoneration
rights under this Agreement or otherwise is not made within ten (10) days after receipt by the Company of a written request therefor,
Indemnitee shall be entitled to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution
or advancement rights. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator
pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Except as set forth herein, the provisions of Delaware
law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration. 


 


14.2. In the event that a determination shall
have been made pursuant to Section 12.1 of this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in all respects as a de novo
trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding
or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to be indemnified,
held harmless, exonerated to receive advances of Expenses under this Agreement and the Company shall have the burden of proving Indemnitee
is not entitled to be indemnified, held harmless, exonerated and to receive advances of Expenses, as the case may be, and the Company
may not refer to or introduce into evidence any determination pursuant to Section 12.1 of this Agreement adverse to Indemnitee
for any purpose. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section 14, Indemnitee
shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination
is made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 


14.3. If a determination shall have been made
pursuant to Section 12.1 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound
by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


14.4. The Company shall be precluded from asserting
in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions
of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the
Company is bound by all the provisions of this Agreement.


 


14.5. The Company shall indemnify and hold harmless
Indemnitee to the fullest extent permitted by law against all Expenses and, if requested by Indemnitee, shall (within ten (10) days
after the Company’s receipt of such written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such
Expenses which are incurred by Indemnitee in connection with any judicial proceeding or arbitration brought by Indemnitee (i) to
enforce his rights under, or to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration,
advancement or contribution agreement or provision of the Charter, or the Company’s Bylaws now or hereafter in effect; or (ii) for
recovery or advances under any insurance policy maintained by any person for the benefit of Indemnitee, regardless of the outcome and
whether Indemnitee ultimately is determined to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution
or insurance recovery, as the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).


 


14.6. Interest shall be paid by the Company to
Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies, holds harmless or exonerates, or is obliged
to indemnify, hold harmless or exonerate for the period commencing with the date on which Indemnitee requests indemnification, to be held
harmless, exonerated, contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made
to Indemnitee by the Company.


  


15. SECURITY.


 


Notwithstanding anything herein to the contrary except for Section
27, to the extent requested by the Indemnitee, the Company may at any time and from time to time provide security to the Indemnitee
for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral. Any such security,
once provided to the Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee. 


 






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16. NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION.


 


16.1. The rights of Indemnitee as provided by
this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law,
the Charter, the Company’s Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement
in respect of any Proceeding (regardless of when such Proceeding is first threatened, commenced or completed) arising


	 	 9	 


 out of, or related to, any action taken or omitted by such Indemnitee
in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether by statute
or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded
currently under the Charter, the Company’s Bylaws or this Agreement, then this Agreement (without any further action by the parties
hereto) shall automatically be deemed to be amended to require that the Company indemnify Indemnitee to the fullest extent permitted by
law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall
be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of
any other right or remedy.


 


16.2. The DGCL, the Charter and the Company’s
Bylaws permit the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not
limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf
of Indemnitee against any liability asserted against him or incurred by or on behalf of him or in such capacity as a director, officer,
employee or agent of the Company, or arising out of his status as such, whether or not the Company would have the power to indemnify him
against such liability under the provisions of this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment,
and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company
or of the Indemnitee under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the
Company and the Indemnitee shall not in any way limit or affect the rights and obligations of the Company or the other party or parties
thereto under any such Indemnification Arrangement.


 


16.3. To the extent that the Company maintains
an insurance policy or policies providing liability insurance for directors, officers, trustees, partners, managing members, fiduciaries,
employees, or agents of the Company or of any other Enterprise which such person serves at the request of the Company, Indemnitee shall
be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such
director, officer, trustee, partner, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the
Company receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise),
the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to the insurers
in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action
to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the
terms of such policies.


 


16.4. In the event of any payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute
all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable
the Company to bring suit to enforce such rights.


 


16.5. The Company’s obligation to indemnify,
hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director,
officer, trustee, partner, managing member, fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee
has actually received as indemnification, hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding
any other provision of this Agreement to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset,
allocate, pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple
parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this




    	 	 10	 



    	 	 	 



    

 


Agreement, and (ii) the Company shall perform fully its obligations
under this Agreement without regard to whether Indemnitee holds, may pursue or has pursued any indemnification, advancement, hold harmless,
exoneration, contribution or insurance coverage rights against any person or entity other than the Company. 


 


17. DURATION OF AGREEMENT.


 


All agreements and obligations of the Company contained herein shall continue
during the period Indemnitee serves as a director or officer of the Company or as a director, officer, trustee, partner, managing member,
fiduciary, 


employee or agent of any other corporation, partnership, joint venture,
trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company and shall continue thereafter so
long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by
Indemnitee pursuant to Section 14 of this Agreement) by reason of his Corporate Status, whether or not he is acting
in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.


  


18. SEVERABILITY.


 


If any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of
this Agreement (including, without limitation, each portion of any Section, paragraph or sentence of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be
affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions
shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties
hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of
any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


  


19. ENFORCEMENT AND BINDING EFFECT.


 


19.1. The Company expressly confirms and agrees
that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director,
officer or key employee of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director,
officer or key employee of the Company.


 


19.2. Without limiting any of the rights of Indemnitee
under the Charter or Bylaws of the Company as they may be amended from time to time, this Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and
implied, between the parties hereto with respect to the subject matter hereof.


 


19.3. The indemnification, hold harmless, exoneration
and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties
hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director,
officer, employee or agent of the Company or of any other Enterprise at the Company’s request, and shall inure to the benefit of
Indemnitee and his or her spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.


 


19.4. The Company shall require and cause any
successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part,
of the business and/or assets of the Company, by written agreement in form and substance satisfactory to the Indemnitee, expressly to
assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if
no such succession had taken place. 


 


19.5. The Company and Indemnitee agree herein
that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable and difficult of proof, and
further agree that such breach may cause




    	 	 11	 



    	 	 	 



    

 


Indemnitee irreparable harm. Accordingly, the parties hereto agree
that Indemnitee may enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof,
without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific
performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled. The Company
and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including
temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other
undertaking in connection therewith. The Company acknowledges that in the absence of a  waiver, a bond or undertaking may be
required of Indemnitee by a Court of competent jurisdiction and the Company hereby waives any such requirement of such a bond or
undertaking.


 


20. MODIFICATION AND WAIVER.


 


No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


21. NOTICES.


 


All notices, requests, demands and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said
notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the
third (3rd) business day after the date on which it is so mailed:


 


	(a)	If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide in writing to the Company.


 


	(b)	If to the Company, to:
	 	 
	 	
    Jupiter Wellness Acquisition Corp.

    1061E. Indiantown Road, Suite 110

    Jupiter, Florida 33477

	 	Attn: Brian S. John Chief Executive Officer
	 	
     

    With a copy, which shall not constitute notice, to:

	 	
     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas

	 	New York, New York 10105
	 	Attn: Barry Grossman, Esq.
	 	Fax No.: (212) 370-7889


 


or to any other address as may have been furnished to Indemnitee in
writing by the Company.


 


22. APPLICABLE LAW AND CONSENT TO JURISDICTION.


 


This Agreement and the legal relations among the parties shall be governed
by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except
with respect to any arbitration commenced by Indemnitee pursuant to Section 14.1 of this Agreement, the Company and Indemnitee
hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement
shall be brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in
any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding
arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding
in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in
the




    	 	 12	 



    	 	 	 



    

Delaware Court has been brought in an improper or inconvenient forum,
or is subject (in whole or in part) to a jury trial. 


 


23. IDENTICAL COUNTERPARTS.


 


This Agreement may be executed in one or more counterparts, each of which
shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such
counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement. 


 


24. MISCELLANEOUS.


 


Use of the masculine pronoun shall be deemed to include usage of the feminine
pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed
to constitute part of this Agreement or to affect the construction thereof.


  


25. PERIOD OF LIMITATIONS.


 


No legal action shall be brought and no cause of action shall be asserted
by or in the right of the Company against Indemnitee, Indemnitee’s spouse, heirs, executors or personal or legal representatives
after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall
be extinguished and deemed released unless asserted by the timely filing of a legal action within such two-year period; provided, however,
that if any shorter period of limitations is otherwise applicable to any such cause of action such shorter period shall govern.


 


26. ADDITIONAL ACTS.


 


If for the validation of any of the provisions in this Agreement any act,
resolution, approval or other procedure is required, the Company undertakes to cause such act, resolution, approval or other procedure
to be affected or adopted in a manner that will enable the Company to fulfill its obligations under this Agreement.


 


27. WAIVER OF CLAIMS TO TRUST ACCOUNT.


 


Indemnitee hereby agrees that it does not have any right, title, interest
or claim of any kind (each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s
initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim it may
have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against such trust
account for any reason whatsoever.


 


[SIGNATURE PAGE FOLLOWS]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




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IN WITNESS WHEREOF, the parties hereto have
caused this Indemnity Agreement to be signed as of the day and year first above written.


 


	 	JUPITER WELLNESS ACQUISITION CORP.
	 	 	 	 
	 	By:	 
	 	 	Name:	Brian S. John
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	INDEMNITEE:	 
	 	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Address:	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


 



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