Exhibit
10.3


 


Exhibit
B


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER AND REASONABLY APPROVED BY THE COMPANY),
IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A
UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


 









 


COMMON
STOCK PURCHASE WARRANT


 


	Number
    of shares: 1,100,000	 	Holder:
    Greentree Financial Group, Inc. 
	 	 	 
	Exercise
    Price per Share: $2.79	 	Warrant
    No. 2022-______
	 	 	 
	Expiration
    Date: April 20, 2027	 	Issue
    Date: April 20, 2022


 


 


FOR
VALUE RECEIVED, JUPITER WELLNESS, INC., a Delaware corporation (the “Company”), hereby certifies that Greentree
Financial Group, Inc., or its designated assigns (the “Warrant Holder”), is entitled to purchase the securities
set forth below.


 


This
Warrant entitles the Warrant Holder to purchase from the Company at any time after the Issue Date and before the Expiration Date, One
Million One Hundred Thousand (1,100,000) shares (the “Warrant Shares”) of common stock (the “Common
Stock”) of the Company at an exercise price of Two Dollars and Seventy Nine (US$2.79) per share (as adjusted from time
to time as provided in Section 7 hereof, the “Exercise Price”), at any time and from time to time from and after the
Issue Date and through and including 5:00 p.m. New York time on the Expiration Date.


 


This
Warrant is being issued pursuant to that certain Loan Agreement, dated as April 20, 2022 by and between the Company and the Warrant Holder,
(the “Loan Agreement”). Capitalized terms used herein but not otherwise defined herein, shall have the meanings given to
them in the Loan Agreement.


 




    	Initials: ___
	 



     


    

 


This
Warrant is subject to the following terms and conditions:


 


1. Registration
of Warrant. The Company shall register this Warrant upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Warrant Holder hereof from time to time. The Company may deem and treat the registered
Warrant Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Warrant
Holder, and for all other purposes, unless provided notice to the contrary in accordance herewith.


 


2. Investment
Representation. The Warrant Holder by accepting this Warrant represents that the Warrant Holder is acquiring this Warrant for its
own account or the account of an affiliate for investment purposes and not with the view to any offering or distribution and that the
Warrant Holder will not sell or otherwise dispose of this Warrant or the underlying Warrant Shares in violation of applicable securities
laws. The Warrant Holder acknowledges that the certificates representing any Warrant Shares will bear a legend indicating that they have
not been registered under the United States Securities Act of 1933, as amended (the “1933 Act”) and may not be sold
by the Warrant Holder except pursuant to an effective registration statement or pursuant to an exemption from registration requirements
of the 1933 Act and in accordance with federal and state securities laws. If this Warrant was acquired by the Warrant Holder pursuant
to the exemption from the registration requirements of the 1933 Act afforded by Regulation S thereunder, the Warrant Holder acknowledges
and covenants that this Warrant may not be exercised by or on behalf of a Person during the one year distribution compliance period (as
defined in Regulation S) following the date hereof. “Person” means an individual, partnership, firm, limited liability
company, trust, joint venture, association, corporation, or any other legal entity.


 


3. Validity
of Warrant and Issue of Shares. The Company represents and warrants that this Warrant has been duly authorized and validly issued
and warrants and agrees that all of Warrant Shares that may be issued upon the due exercise of the rights represented by this Warrant
will, when issued upon such exercise, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens
and charges with respect to the issue thereof. The Company further warrants and agrees that during the period within which the rights
represented by this Warrant may be exercised, the Company will at all times have authorized and reserved a sufficient number of shares
of Common Stock to provide for the exercise of the rights represented by this Warrant.


 


 4. Registration of Transfers and Exchange of Warrants.




 


a.
Subject to compliance with the legend set forth on the face of this Warrant, the Company shall register the transfer of this Warrant,
or any portion of this Warrant, in the Warrant Register, upon delivery by the Warrant Holder to the Company, pursuant to Section 11 of
(i) this Warrant, and (ii) a duly completed and executed written assignment. Upon any such registration or transfer, a new warrant to
purchase Common Stock, in substantially the form of this Warrant (any such new warrant, a “New Warrant”), evidencing
the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this
Warrant not so transferred, if any, shall be issued to the transferring Warrant Holder. The acceptance of the New Warrant by the transferee
thereof shall be deemed the acceptance of such transferee of all of the rights and obligations of a Warrant Holder of a Warrant.


 


b.
This Warrant is exchangeable, upon the surrender hereof by the Warrant Holder to the office of the Company specified in or pursuant to
Section 11 for one or more New Warrants, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then
be purchased hereunder. Any such New Warrant will be dated the date of such exchange, and will have the same Expiration Date as the original
Warrant for which the New Warrant was exchanged.


 




    	Initials: ___
	 



     


    

 


 5. Exercise of Warrants.




 


a.
Exercise of this Warrant shall be made upon delivery to the Company pursuant to Section 11, of (i) this Warrant; (ii) a duly completed
and executed election notice, in the form attached hereto (the “Election Notice”) and (iii) payment of the Exercise Price.
Payment of the Exercise Price may be made at the option of the Warrant Holder either (a) in cash, wire transfer or by certified or official
bank check payable to the order of the Company equal to Exercise Price per share in effect at the time of exercise multiplied by the
number of Warrant Shares specified in the Election Notice, or (b) through a cashless exercise as provided in Section 5(b) below. The
Company shall promptly (but in no event later than three (3) business days after the “Date of Exercise,” as defined herein)
issue or cause to be issued and cause to be delivered to the Warrant Holder in such name or names as the Warrant Holder may designate
in the Election Notice, a certificate for the Warrant Shares issuable upon such exercise, with such restrictive legend as required by
the 1933 Act, as applicable. Any person so designated by the Warrant Holder to receive Warrant Shares shall be deemed to have become
holder of record of such Warrant Shares as of the Date of Exercise of this Warrant. All Warrant Shares delivered to the Warrant Holder
the Company covenants, shall upon due exercise of this Warrant, be duly authorized, validly issued, fully paid and non-assessable.


 


b.
If the closing price per share of the Common Stock (as quoted by the Nasdaq Capital Market or other principal trading market, if applicable)
reported on the day immediately preceding the Date of Exercise (the “Fair Market Value”) of one share of Common Stock
is greater than the Exercise Price of one Warrant Share (at the date of calculation as set forth below), in lieu of exercising this Warrant
for cash, the Warrant Holder may elect to receive that number of Warrant Shares computed using the following formula:


 


X=Y
(A-B)


          A


 


Where
X= the number of shares of Common Stock to be issued to the Warrant Holder


 


Y=
the number of shares of Warrant Shares purchasable under this Warrant or, if only a portion of this Warrant is being exercised, the
portion of this Warrant being exercised (at the date of such calculation)


 


A=
Fair Market Value


 


B=
Exercise Price (as adjusted to the date of such calculation)


 


For
purposes of Rule 144 promulgated under the 1933 Act, it is intended, understood and acknowledged that the Warrant Shares issued in a
cashless exercise transaction in the manner described above shall be deemed to have been acquired by the Warrant Holder, and the holding
period for the Warrant Shares shall be deemed to have commenced, on the date this Warrant was originally issued. This cashless exercise
provision shall not be available to the Warrant Holder if there is an effective registration statement on file with the SEC covering
the shares underlying the Warrants and such registration statement stays effective.


 




    	Initials: ___
	 



     


    

 


c.
A “Date of Exercise” means the date on which the Company shall have received (i) this Warrant (or any New Warrant,
as applicable), (ii) the Election Notice (or attached to such New Warrant) appropriately completed and duly signed, and (iii) payment
of the Exercise Price (if this Warrant is exercised on a cash basis) for the number of Warrant Shares so indicated by the Warrant Holder
to be purchased.


 


d.
This Warrant shall be exercisable at any time and from time to time for such number of Warrant Shares as is indicated in the attached
Form of Election to Purchase. If less than all of the Warrant Shares which may be purchased under this Warrant are exercised at any time,
the Company shall issue or cause to be issued, at its expense, a New Warrant evidencing the right to purchase the remaining number of
Warrant Shares for which no exercise has been evidenced by this Warrant.


 


e.
Notwithstanding any other provision of this Warrant, the Warrant Holder may not exercise this Warrant if such exercise would cause Warrant
Holder’s beneficial ownership (as defined by Section 13(d) of the Securities Exchange Act of 1934, as amended) of the Common Stock
of the Company to exceed 9.9% of its total issued and outstanding Common Stock or voting shares.


 


f.
Mandatory Exercise. This Warrant shall be exercised to shares of common stock of the Company at the Exercise Price when the Company’s
common stock closes at a price of $5.00 per share or higher for a period of 30 consecutive trading days and if the Registration Statement
covering the shares underlying the Warrants is still effective, subject to the limit of Warrant Holder’s beneficial ownership set
forth in this Section 5(e).


 


6. Common
Share Issuance. Upon receipt by the Company of a written request from Warrant Holder to exercise any portion of any Warrant, subject
to any limitations on exercise contained in any Warrant, the Company shall have three (3) business days (“Delivery Date”)
to request issuance of the shares of Common Stock rightfully listed in such request. If the Company fails to timely deliver the shares,
the Company shall pay to Warrant Holder in immediately available funds $1,000.00 per day past the Delivery Date that the shares are actually
issued. Any amounts due under this Section shall be paid by the fifth (5th) day of the month following the month in which they accrued.
The Company agrees that the right to exercise its Warrants is a valuable right to Warrant Holder and a material consideration of it entering
this Agreement. The parties agree that it would be impracticable and extremely difficult to ascertain the amount of actual damages caused
by a failure of the Company to timely deliver shares as required hereby. Therefore, the parties agree that the foregoing liquidated damages
provision represents reasonable compensation for the loss which would be incurred by the Warrant Holder due to any such breach. The parties
agree that this Section is not intended to in any way limit Warrant Holder’s right to pursue other remedies, including actual damages
and/or equitable relief.


 




    	Initials: ___
	 



     


    

 


7. Adjustment
of Exercise Price and Number of Shares. The character of the shares of stock or other securities at the time issuable upon exercise
of this Warrant and the Exercise Price therefor, are subject to adjustment upon the occurrence of the following events:


 


a.
Adjustment for Reorganization, Consolidation, Merger, Etc. In case of any consolidation or merger of the Company with or into
any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving
entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a “Reorganization”),
then, in each case, the Holder of this Warrant, on exercise hereof at any time after the consummation or effective date of such Reorganization
(the “Effective Date”), shall receive, in lieu of the shares of stock or other securities at any time issuable upon
the exercise of the Warrant issuable on such exercise prior to the Effective Date, the stock and other securities and property (including
cash) to which such Holder would have been entitled upon the Effective Date if such holder had exercised this Warrant immediately prior
thereto (all subject to further adjustment as provided in this Warrant). The Company shall ensure that the surviving entity in any Reorganization
specifically assumes the Company’s obligations under this Warrant.


 


b.
Exercise Price Adjustment. If at any time the Company grants, issues or sells any Common Stock, options to purchase Common Stock,
securities convertible into Common Stock or rights relating to Common Stock (the “Purchase Rights”) to any person, entity,
association, or other organization other than the Holder, at a price per share less than the Exercise Price, then the Exercise Price
hereof shall be proportionately reduced to match the price per share of the Purchase Rights. For purposes of clarification, if the exercise
price of the Warrant Shares is $2.79, and if the Company sells Common Stock at $1.50 per share at any time after the date hereof, then
the Exercise Price of Holder’s Warrant Shares would be adjusted to $1.50. Notwithstanding, the Exercise Price may not exceed $2.79
per share in any case. This Section shall not apply to an Exempt Issuance as defined in the Loan Agreement.


 


c.
Adjustments for Stock Dividends; Combinations, Etc. In case the Company shall do any of the following (an “Event”):


 


(i) declare
a dividend or other distribution on its Common Stock payable in Common Stock of the Company,


 


(ii) subdivide
the outstanding Common Stock pursuant to a stock split or otherwise, or


 


(iii) reclassify
its Common Stock,


 


then
the number of shares of Common Stock or other securities at the time issuable upon exercise of this Warrant shall be appropriately adjusted
to reflect any such Event; however, there shall be no adjustment to the Exercise Price or issuable Warrant Shares in the event of a reverse
stock split or other reduction in the authorized Common Stock of the Company.


 


d.
Certificate as to Adjustments. In case of any adjustment or readjustment in the price or kind of securities issuable on the exercise
of this Warrant, the Company will promptly give written notice thereof to the holder of this Warrant in the form of a certificate, certified
and confirmed by the Board of Directors of the Company, setting forth such adjustment or readjustment and showing in reasonable detail
the facts upon which such adjustment or readjustment is based.


 




    	Initials: ___
	 



     


    

 


8. Registration
Rights. This Warrant will have registration rights. The Company shall prepare and file with the United States Securities and Exchange
Commission (the “Commission”) a registration statement on Form S-1 (the “Form S-1” or “Registration Statement”)
within 60 days from the Issue Date to cover the Common Stock underlying the Warrants Exercise. The Form S-1 must be effective within
90 days from the filing date. There shall be monthly liquidated damages as set forth in the Loan Agreement (the “Liquidated Damage
Penalty”) if the Registration Statement is not filed within 60 days from the Issue Date and / or declared effective within 90 days
from the filing date of the Registration Statement, which damages shall accrue each month until the applicable breach (failure to timely
file, failure to timely have declared effective, or both) has been cured. The parties acknowledge and agree that damages which will result
to Holder for Company’s failure to timely file or have declared effective the Registration Statement shall be extremely difficult
or impossible to establish or prove, and agree that the payment of the Liquidated Damage Penalty is a reasonable estimate of potential
damages and shall constitute liquidated damages for any breach of this paragraph. Any amounts due under this Section shall be paid by
the fifth (5th) day of the month following the month in which they accrued. The legal fees associated with filing the Form S-1 shall
be paid by Company.


 


If
(i) the Registration Statement on Form S-1 is not filed with the Commission within 60 days from the Effective Date, (ii) the Registration
Statement has not been declared effective by the Commission within 90 days from the filing date of the Registration Statement, or (iii)
any registration statement required by this Agreement is filed and declared effective by the Commission but shall thereafter cease to
be effective or fail to be usable for its intended purpose (each such event referred to as a “Registration Default”), the
Company hereby agrees to pay to the Warrant Holder Liquidated Damage Penalty as set forth in this Section until the Form S-1 takes effective.
Following the cure of all Registration Defaults relating to any particular registrable Securities, Liquidated Damages shall cease to
accrue; provided, however, that, if after Liquidated Damages have ceased to accrue, a different Registration Default occurs, Liquidated
Damages shall again accrue pursuant to the foregoing provisions. Any amounts due under this Section shall be paid by the fifth (5th)
day of the month following the month in which they accrued.


 


9. Fractional
Shares. The Company shall not be required to issue or cause to be issued fractional Warrant Shares on the exercise of this Warrant.
The number of full Warrant Shares that shall be issuable upon the exercise of this Warrant shall be computed on the basis of the aggregate
number of Warrants Shares purchasable on exercise of this Warrant so presented. If any fraction of a Warrant Share would, except for
the provisions of this Section 8, be issuable on the exercise of this Warrant, the Company shall, at its option, (i) pay an amount in
cash equal to the Exercise Price multiplied by such fraction or (ii) round the number of Warrant Shares issuable, up to the next whole
number.


 


10. Notice.
All notices and other communications hereunder shall be in writing and shall be deemed to have been given (i) on the date they are (a)
delivered if delivered in person or (b) sent, if sent by email; (ii) on the date initially received if delivered by facsimile transmission
followed by registered or certified mail confirmation; (iii) on the date delivered by an overnight courier service; or (iv) on the third
business day after it is mailed by registered or certified mail, return receipt requested with postage and other fees prepaid as follows:


 


If
to the Company:


 


Jupiter
Wellness, Inc.


1061
E. Indiantown Road, Suite 110


Jupiter,
FL 33477


Email
Address: Bjohn@jupiterwellness.com


Attn:
Brian John


 








    	Initials: ___
	 



     


    

 


If
to the Warrant Holder:


 


Greentree
Financial Group, Inc.


7951
S.W. 6th Street, Suite 216


Plantation,
Florida 33324


Email
Address: chriscottone@gtfinancial.com


Attn:
R. Chris Cottone


 


 11. Miscellaneous.




 


a.
This Warrants is being granted pursuant to the terms of that certain Loan Agreement, dated as of April 20, 2022 by and between the Company
and the Warrant Holder (the “Loan Agreement”). If not otherwise defined herein, all capitalized terms herein shall have the
meanings given to them in the Loan Agreement. Further, all of the terms, representations, warranties, agreements, covenants and conditions
set forth in the Loan Agreement are incorporated herein by reference. To the extent that there is a conflict between any condition, term
or provision of this Warrant and the Loan Agreement, the conditions, terms, and provisions set forth herein shall specifically supersede
the conflicting conditions, provisions and/or terms in the Loan Agreement.


 


b.
This Warrant shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
This Warrant may be amended only in writing and signed by the Company and the Warrant Holder. Holder may assign this Warrant without
consent from the Company but in accordance with the restrictions herein.


 


c.
Nothing in this Warrant shall be construed to give to any person or corporation other than the Company and the Warrant Holder any legal
or equitable right, remedy or cause of action under this Warrant; this Warrant shall be for the sole and exclusive benefit of the Company
and the Warrant Holder.


 


d.
This Warrant shall be governed by, construed and enforced in accordance with the internal laws of the State of Florida without regard
to the principles of conflicts of law thereof.


 


e.
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.


  


f.
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby and the parties will attempt
in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonably substitute therefore, and upon
so agreeing, shall incorporate such substitute provision in this Warrant.


 


g.
The Warrant Holder shall not, by virtue hereof, be entitled to any voting or other rights of a shareholder of the Company, either at
law or equity, and the rights of the Warrant Holder are limited to those expressed in this Warrant.


 








    	Initials: ___
	 



     


    



 


IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by the authorized officer as of the date first above stated.


 


	 	JUPITER
    WELLNESS, INC.
	 	 	 
	 	By:
    	 
	 	Name:
    	Brian
    John
	 	Title:
    	Chief
    Executive Officer


 




    	Initials: ___
	 



     


    

 


FORM
OF ELECTION TO PURCHASE


 


(To
be executed by the Warrant Holder to exercise the right to purchase shares of Common Stock under the foregoing Warrant)


 


To:
JUPITER WELLNESS, INC.


 


The
undersigned, pursuant to the provisions set forth in the attached Warrant, hereby irrevocably elects to purchase (check applicable box):


 


	☐	________
    shares of the Common Stock covered by such Warrant; or


 


	☐	the
    maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth therein.


 


The
undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant, which
is $___________. Such payment takes the form of (check applicable box or boxes):


 


	☐	$__________
    in lawful money of the United States; and/or


 


	☐	the
    cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using a Fair
    Market Value of $_______ per share for purposes of this calculation); and/or


 


	☐	the
    cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section 5 of the
    Warrant, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless
    exercise procedure set forth in Section 5.


 


After
application of the cashless exercise feature as described above, _____________ shares of Common Stock are required to be delivered pursuant
to the instructions below.


 


The
undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within
Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities
Act”), or pursuant to an exemption from registration under the Securities Act.


 


	 	Name
    of Warrant Holder:
	 	 	 
	 	(Print)	 
	 	(By:)	 
	 	(Name:)	 
	 	(Title:)	 
	 	Signatures
    must conform in all respects to the name of the Warrant Holder on the face of the Warrant.


 




    	Initials: ___