Exhibit 10.4


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust
Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Jupiter Wellness Acquisition Corp.,
a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York
limited liability trust company (the “Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, File No. 333-______ (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of one share
of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one right
to receive one-eighth(1/8) of one share of the Common Stock (such initial public offering hereinafter referred to as the “Offering”),
has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with I-Bankers Securities, Inc., as representative
(the “Representative”) of the several underwriters (the “Underwriters”) named therein;
and


 


WHEREAS, as described in the Prospectus,
$101,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting Agreement)
(or $116,150,000 if the Underwriters’ option to purchase additional units is exercised in full) will be delivered to the Trustee
to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter provided
(the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to that certain
Business Combination Marketing Agreement, by and between the Company and the Representative, a portion of the Property equal to $3,500,000,
or $4,025,000 if the Underwriters’ over-allotment option is exercised in full, is attributable to certain fees for the Representative’s
marketing and advisory services in connection with the Business Combination (as defined below) that will be payable by the Company to
the Representative upon and concurrently with the consummation of the Business Combination (as defined below) (the “M&A
Fee”); and


 


WHEREAS, the Company and the Trustee
desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


  


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants
of Trustee.  The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust for
the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States
at [Morgan Stanley Smith Barney LLC] and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and administer
the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a timely manner, upon the
written instruction of the Company, invest and reinvest the Property in solely United States government securities within the meaning
of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market
funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined
by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no
interest while account funds are uninvested awaiting the Company’s instructions hereunder;




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(d) Collect and receive, when due,
all interest or other income arising from the Property, which shall become part of the “Property,” as such term
is used herein;


 


(e) Promptly notify the Company
and the Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information
or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax
returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit of the Company’s
financial statements by the Company’s auditors;


 


(g) Participate in any plan or proceeding
for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly
written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the
Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman
of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and complete
the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously released to the
Company to pay its taxes (in the context of Exhibit B, net of any taxes payable and less up to $50,000 of interest that may
be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to
therein, or (y) upon the date which is the later of (i) 12 months after the closing of the Offering (or up to 18 months if the Company
extended such period in accordance with the Company’s second amended and restated certificate of incorporation) and (ii) such later
date as may be approved by the Company’s stockholders in accordance with the Company’s second amended and restated certificate
of incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall
be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the
Property in the Trust Account, including interest not previously released to the Company to pay its taxes (net of any taxes payable and
less any interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of
record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form
substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received
no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account
open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;


 


(j) Upon written request from the
Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw
from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any
tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount
shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward
such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash
in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated
by the Company in writing to make such distribution so long as there is no reduction in the principal amount initially deposited in the
Trust Account; provided, further, that if the tax to be paid is a franchise tax, the written request by the Company
to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Nevada for the Company and a written
statement from the principal financial officer of the Company setting forth the actual amount payable (it being acknowledged and agreed
that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request
of the Company referenced above shall constitute presumptive evidence that the Company is entitled to the funds, and the Trustee shall
have no responsibility to look beyond said request; 




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(k) Upon written request from the
Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the
Trustee shall distribute to the Public Stockholders of record as of such date the amount requested by the Company to be used to redeem
shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the
Company’s second amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation
to redeem 100% of its public shares of Common Stock in connection with the consummation of an initial Business Combination or if the Company
has not consummated an initial Business Combination within such time as is described in the Company’s second amended and restated
certificate of incorporation. The written request of the Company referenced above shall constitute presumptive evidence that the Company
is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and


 


(l)  Not make any withdrawals
or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


2. Agreements and Covenants
of the Company.  The Company hereby agrees and covenants to:


 


(a) Give all instructions to the
Trustee hereunder in writing, signed by the Chairman of the Company’s Board, President, Chief Executive Officer, Chief Financial
Officer, Secretary or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it,
in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4 hereof,
hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements,
or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other
proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of
or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for
expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the
Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek
indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to
as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such
Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of
counsel, which consent shall not be unreasonably withheld, conditioned or delayed; provided, further that the Company may conduct and
manage the defense against any Indemnified Claim if the Trustee does not promptly take reasonable steps to mount such a defense. The Trustee
may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably
withheld or delayed. The Company may participate in any such action with its own counsel;


 


(c) Pay the Trustee the fees set
forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction processing
fee, which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall
not be used to pay such fees unless and until the Property has been distributed to the Company pursuant to Section 1(i) hereof.
The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering.
The Trustee shall refund to the Company the monthly fee (on a pro rata basis) with respect to any period after the liquidation of the
Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule
A and as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote
of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination involving the Company and one or more businesses (the “Business Combination”), provide
to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders
regarding such Business Combination; 




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(e) Provide the Representative with
a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal
from the Trust Account promptly after it issues the same; 


  


(f) Instruct the Trustee to make
only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that
are not permitted under this Agreement;


 


(f) Unless otherwise agreed between
the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination
Letter in the form of Exhibit A expressly provides that the M&A Fee is paid directly to the account or accounts directed by the Representative
prior to any transfer of the funds held in the Trust Account to the Company or any other person; and


 


(h) Within four (4) business days
after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires,
provide the Trustee with a notice in writing of the total amount of the M&A Fee.


 


3. Limitations of Liability. 
The Trustee shall have no responsibility or liability to:


 


(a) Perform any implied obligations
or duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is
expressly set forth herein;


 


(b) Take any action with respect
to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third
party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding for
the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to,
any of the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company
shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred expenses incident thereto;


 


(d) Refund any depreciation in principal
of any Property;


 


(e) Assume that the authority of
any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto or
to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s
reasonable best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by
the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not only as
to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by
the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission
of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper
party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify the accuracy of the information
contained in the Registration Statement;


 


(h) Provide any assurance that any
Business Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 




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(i)   File information returns
with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company
documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and file tax
reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust
Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income
tax obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations, qualify
or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.


 


4. Trust Account Waiver. 
The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any
monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now
or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof,
the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or
any monies in the Trust Account.


 


5. Termination. 
This Agreement shall terminate as follows:


 


(a) If the Trustee gives written
notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the
Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall
transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports
and statements relating to the Trust Account and any other reasonable transfer requests that the Company may make, whereupon this Agreement
shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within
ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit,
the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time that the Trustee
has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the Trustee
each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust
Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access
to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon
all information supplied to it by the Company, including, account names, account numbers, and all other identifying information relating
to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence,
fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information
or transmission of the funds.


 


(b) This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original
or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains the
entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Subject to Section 6(d),
this Agreement or any provision hereof may only be




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changed, amended or modified (other than to correct
a typographical error) by a writing signed by each of the parties hereto. 


 


(d) This Agreement or any provision
hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders
(as defined below), it being the specific intention of the parties hereto that each of the Company’s stockholders is, and shall
be, a third party beneficiary of this Section 6(d) with the same right and power to enforce this Section 6(d) as
the other parties hereto. For purposes of this Section 6(d), the “Consent of the Stockholders”
means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that either (i) the
Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General
Corporation Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all
then outstanding shares of the Common Stock and Class B common stock of the Company voting together as a single class have voted in favor
of such change, amendment or modification, or (ii) the Company’s stockholders of record as of the record date who hold sixty-five
percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock of the Company voting together as a
single class have delivered to such entity a signed writing approving such change, amendment or modification. No such amendment will affect
any Public Stockholder who has otherwise indicated his election to redeem his or her share of Common Stock in connection with a stockholder
vote sought to amend the Company’s second amended and restated certificate of incorporation. Except for any liability arising out
of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the
inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment in reliance
thereon.


(e) The parties hereto consent to
the jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving
any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT
TO TRIAL BY JURY.


 


(f) Any notice, consent or request
to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail
or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile or email transmission:


 


if to the Trustee, to:


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: Relationship Management


 


if to the Company, to:


  


Jupiter Wellness Acquisition Corp.


1061 E. Indiantown
Road, Suite 110

Jupiter, Florida 33477


Attn: Brian S. John, Chief Executive Officer


 


in each case, with copies to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas,


New York, NY 10105


Attn.: Barry Grossman, Esq.


Telephone:  (212) 370-1300


 


and


 




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I-Bankers Securities, Inc.


1208 Shady Ln N.



Keller, TX 76248


Attn.: Shelley Leonard, President 


and


 


Shearman & Sterling LLP


Bank of America Tower


800 Capital Street, Suite 2200


Houston, Texas 77002


Attn.: Bill Nelson, Esq.


Telephone: (713) 354-4900


 


(g)  Each of the Company and
the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed
against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(h) This Agreement is the joint
product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 


(i) This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one
and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid
and sufficient delivery thereof.


 


(j) Each of the Company and the
Trustee hereby acknowledges and agrees that each Representative, on behalf of the Underwriters, is a third party beneficiary of this Agreement.


 


(k) The Trustee shall perform its
duties under this Agreement in compliance with all applicable laws and keep confidential all information relating to this Agreement and,
except as required by applicable law, shall not use such information for any purpose other than the performance of the Trustee’s
obligations under this Agreement.


 


(l) Except as specified herein,
no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows] 


 


 


 


 


 


 


 


 


 


 




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IN WITNESS WHEREOF, the parties have duly executed
this Investment Management Trust Agreement as of the date first written above.


 


	 	American Stock Transfer & Trust Company, LLC, as Trustee
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	Jupiter Wellness Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name: Brian S. John
	 	 	Title: Chief Executive Officer


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Signature Page to Investment Management Trust Agreement] 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	 	 
	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	 	$	0	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to Section 1(i)	 	Billed to Company upon delivery of service pursuant to Section 1(i)	 	$	 	 


   


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




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EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: AST Shareholder Services


 


Re:   Trust Account No.          Termination
Letter


 


Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Jupiter Wellness Acquisition Corp. (the “Company”) and American
Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of _______________, 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with [insert name]  (the “Target
Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date].  The Company shall notify you at least forty-eight (48) hours in advance of the actual date (or such shorter
time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). 
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of
the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert date], and to
transfer the proceeds into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date,
all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall
direct on the Consummation Date (including as directed to it by the Representative (with respect to the M&A Fee)).  It is acknowledged
and agreed that while the funds are on deposit in the trust checking account at Morgan Stanley Smith Barney LLC, awaiting distribution,
neither the Company nor the Representative will earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially,
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and
(ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which
verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a written
instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including
payment of the amounts owed to public stockholders who have properly exercised their redemption rights and the M&A Fee to the Representative
from the Trust Account (the “Instruction Letter”).  You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the
terms of the Instruction Letter.  In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should
remain in the Trust Account and be distributed after the Consummation Date to the Company.  Upon the distribution of all the funds,
net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the
Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in such written instruction as soon thereafter as possible.


 


[Signature page follows]




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	 	Very truly yours,
	 	 
	 	Jupiter Wellness Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	I-Bankers Securities Inc. 
	 	 


[Signature Page to Exhibit A of the Investment Management
Trust Agreement] 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




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EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: AST Shareholder Services


 


Re:   Trust Account No.         Termination
Letter


 


Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Jupiter Wellness Acquisition Corp. (the “Company”) and American
Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of __________, 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business
within the time frame specified in the Company’s Second Amended and Restated Certificate of Incorporation, as described in the Company’s
Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate all of the assets in the Trust Account on ____________, 202_ and to transfer the total proceeds into
a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders.  The Company has
selected ___________, 202_ as the record date for the purpose of determining the Public Stockholders entitled to receive their share
of the liquidation proceeds.  You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to
distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the
Second Amended and Restated Certificate of Incorporation of the Company.  Upon the distribution of all the funds, net of any payments
necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall
be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


  


	 	Very truly yours,
	 	 
	 	Jupiter Wellness Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	I-Bankers Securities Inc.
	 	 


 


 


  1 12 months from the closing
of the Offering (or up to 18 months if the Company extended the period to consummate its initial business combination for the full amount
in accordance with its Second Amended and Restated Certificate of Incorporation). 


 


 


 


 


 


 


 


 




    	 	 12	 



    	 	 	 



    

EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn:  AST Shareholder Services


 


Re:   Trust Account No.           Tax
Payment Withdrawal Instruction


 


Gentlemen:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Jupiter Wellness Acquisition Corp. (the “Company”) and American
Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of _____________, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $   of the interest income earned on the Property
as of the date hereof.  Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to
pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Jupiter Wellness Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	I-Bankers Securities Inc.
	 	 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	 	 13	 



    	 	 	 



    

EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attn: AST Shareholder Services


 


Re:    Trust Account No.              Stockholder
Redemption Withdrawal Instruction


 


Gentlemen:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Jupiter Wellness Acquisition Corp. (the “Company”) and American
Stock Transfer & Trust Company, LLC (the “Trustee”), dated as of ___________, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $__________
of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the
Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to
pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with
a stockholder vote to approve an amendment to the Company’s second amended and restated certificate of incorporation to modify the
substance or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated
an initial Business Combination within such time as is described in the Company’s second amended and restated certificate of incorporation.
As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter into
a segregated account held by you on behalf of the Beneficiaries.


 


	 	Very truly yours,
	 	 
	 	Jupiter Wellness Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


	cc:	I-Bankers Securities Inc.


  


 



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