Exhibit 4.2


THE REGISTERED HOLDER
OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN
PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS
PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) I-BANKERS
SECURITIES, INC. OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) AN OFFICER OR PARTNER, OR REGISTERED
PERSON OR AFFILIATE OF I-BANKERS SECURITIES, INC. OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.


 


THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO
THE LATER OF THE CONSUMMATION BY JUPITER WELLNESS ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE,
ASSET ACQUISITION, STOCK PURCHASE, REORGANIZATION OR SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”) (AS
DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENTS (DEFINED HEREIN)) AND ONE YEAR AFTER THE EFFECTIVE DATE (AS DEFINED
HEREIN). VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ON THE EARLIER OF THE LIQUIDATION OF THE COMPANY’S TRUST ACCOUNT (AS DESCRIBED
IN THE REGISTRATION STATEMENTS) IF THE COMPANY HAS NOT COMPLETED A BUSINESS COMBINATION WITHIN THE REQUIRED TIME PERIODS OR FIVE YEARS
FROM THE EFFECTIVE DATE.


 


 


 


SHARE PURCHASE WARRANT


 


For the Purchase of 414,000 Shares


of


JUPITER WELLNESS ACQUISITION CORP.


 


1.       Purchase
Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of I-Bankers Securities, Inc. (“Holder”),
as registered owner of this Purchase Warrant, to Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”),
Holder is entitled, at any time or from time to time upon the later of the consummation of a Business Combination or one year from the
effective date (“Effective Date”) of the Company’s registration statements on Form S-1 (File Nos. 333-260667
and 333-261513) (the “Registration Statements”) (the “Commencement Date”), and at or before 5:00
p.m., Eastern Time, on the earlier of (i) the liquidation of the Company’s Trust Account (as described in the Company’s Registration
Statements pursuant to which the Company’s securities are offered for sale to the public in the Company’s initial public offering
(“Offering”) in the event the Company has not completed a Business Combination within the required time periods and
(ii) five years from the Effective Date of the Registration Statements (“Expiration Date”), but not thereafter, to
subscribe for, purchase and receive, in whole or in part, up to 414,000 shares of Class A common stock, par value $.0001 (the
“Shares”), of the Company, subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on
which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which
is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take
any action that would terminate this Purchase Warrant, except as otherwise provided herein or with the Holder’s consent. This Purchase
Warrant is initially exercisable at $12.00 per Share; provided, however, that upon the occurrence of any of the
events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number
of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall
mean the initial exercise price or the adjusted exercise price, depending on the context.


 


2.       Exercise.


 


2.1       Exercise
Form. In order to exercise this Purchase Warrant, the exercise form attached hereto must be duly executed and completed and delivered
to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash by
wire transfer of immediately available funds to an




    	 	 1	 



    	 	 	 



    

account designated by the Company or by certified
check or official bank check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern Time,
on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby
shall cease and expire.


 


2.2       Cashless
Exercise. In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant
to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or the portion thereof
being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event
the Company will issue to Holder Shares in accordance with the following formula:


 


	X	=	Y*(A-B)	 
	A	 
	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share; and
	 	B	=	The Exercise Price.
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


For purposes of this Section
2.2, the fair market value of a Share is defined as follows:


	 	(i)	if the Company’s Shares are traded on a national securities exchange, the fair market value shall be deemed to be the closing price on such exchange on the trading day immediately preceding the date on which the Holder elects to exercise this Purchase Warrant, which shall be set forth in the in the applicable notice of exercise; or


 


	 	(ii)	if the Company’s Shares are traded on any tier of the OTC Markets or any successor over-the-counter market, the fair market value shall be deemed to be the closing bid price on the over-the-counter market on the trading day immediately preceding date on which Holder elects to exercise this Purchase Warrant, which shall be set forth in the applicable notice of exercise; or


 


	 	(iii)	if clauses (i) or (ii) do not apply, the fair market value shall be the fair market value of the Shares as determined in good faith by the Company’s Board of Directors.


 


2.3        Legend.
Each certificate for the Shares purchased under this Purchase Warrant shall bear a legend as follows unless such Shares have been registered
under the Securities Act of 1933, as amended (the “Act”):


 


“The securities represented
by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable
state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred except pursuant to an
effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law which,
in the opinion of counsel to the Company, is available.”


 


3.       Transfer.


 


3.1       General
Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not:
(a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of 180 days following the Effective Date to anyone
other than: (i) I-Bankers Securities, Inc. (the “Underwriter”) or an underwriter or a selected dealer participating
in the offering being made pursuant to the Registration Statements (the “Offering”), or (ii) an officer or partner,
or registered person or affiliate of any such underwriter or selected dealer, in each case in accordance with FINRA Conduct Rule 5110(e)(1),
or (b) cause this




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Purchase Warrant or the securities issuable
hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic
disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(e)(2). After 180 days after
the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order
to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto duly executed and completed,
together with the Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within
five (5) Business Days upon receipt of the completed assignment form and payment of all transfer taxes, if any, transfer this Purchase
Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate
assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number
as shall be contemplated by any such assignment. The term “Business Day” means any day other than a Saturday, Sunday
or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York.


 


3.2        Restrictions
Imposed by the Act. The Shares evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company has received
the opinion of counsel for the Holder that the securities may be transferred pursuant to an exemption from registration under the Act
and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company, or (ii)
a registration statement or a post-effective amendment to the Registration Statements relating to the offer and sale of such Shares has
been filed by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”)
and compliance with applicable state securities law has been established. The Company acknowledges that this Purchase Warrant and the
Shares issuable upon exercise of this Purchase Warrant have been registered pursuant to the Registration Statement.


 


4.       Registration
Rights


 


4.1       Demand
Registration


 


4.1.1 Grant of
Right. If at any time and from time to time on or after the date the Company consummates the Business Combination, the holders
(“Demanding Holders”) of at least a majority in interest of the then-outstanding number of registrable securities
(as defined in the Registration Rights Agreement among the Company, the Sponsor, initial stockholders of the Company and Holder,
dated as of [ ], 2021 (the “Registration Rights Agreement”)) (“Registrable Securities”) may
make a written demand for registration of all or part of their Registrable Securities, which written demand shall describe the
amount and type of securities to be included in such registration and the intended method(s) of distribution thereof (such written
demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the
Demand Registration, notify, in writing, all other holders of Registrable Securities of such demand, and each holder of Registrable
Securities who thereafter wishes to include all or a portion of such holder’s Registrable Securities in a registration
pursuant to a Demand Registration (each such holder that includes all or a portion of such holder’s Registrable Securities in
such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5)
days after the receipt by the holder of the notice from the Company. Upon receipt by the Company of any such written notification
from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities
included in a registration pursuant to a Demand Registration and the Company shall effect, as soon thereafter as practicable, but
not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the registration of all
Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration.
Notwithstanding the provisions set forth herein, the right to a Demand Registration set forth with respect to the Registrable
Securities held by Holder may only be exercised one (1) time and shall terminate on the earlier of the
Expiration Date or five years from the Commencement Date.


 


4.1.2 Effective Registration.
Notwithstanding Section 4.1.5, a registration will not count as a Demand Registration until the registration statement filed with the
Commission, with respect to such Demand Registration, has been declared effective and the Company has complied with all of its obligations
under this Purchase Warrant with respect thereto.


 


4.1.3 Underwritten Offering.
If the Demanding Holders so elect and such holders so advise the Company as part of the initial demand notice, the offering of such Registrable
Securities pursuant to such Demand




    	 	 3	 



    	 	 	 



    

Registration shall be in the form of an underwritten
offering. In such event, the right of any holder to include its Registrable Securities in such registration shall be conditioned upon
such holder’s participation in such underwriting and the inclusion of such holder’s Registrable Securities in the underwriting
to the extent provided herein. All Demanding Holders proposing to distribute their securities through such underwriting shall enter into
an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Demanding Holders.


 


4.1.4 Reduction of Offering.
If the managing underwriter or underwriters for a Demand Registration that is to be an underwritten offering advises the Company and the
Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the Demanding Holders desire to
sell, taken together with all other Shares or other securities which the Company desires to sell and the Shares, if any, as to which registration
has been requested pursuant to written contractual piggy-back registration rights held by other shareholders of the Company who desire
to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without adversely affecting the
proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount
or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such
registration: (i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata
in accordance with the number of shares that each such person has requested be included in such registration, regardless of the number
of shares held by each such person (such proportion is referred to herein as “Pro Rata”)) that can be sold without
exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clause (i), the Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares;
(iii) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the Shares
or other securities registrable pursuant to the terms of the Registration Rights Agreement among the Company, the Sponsor, the directors
and officers of the Company and Holder, dated as of December 6, 2021 (the “Registration Rights Agreement” and such
registrable securities, the “Investor Securities”) as to which “piggy-back” registration has been requested
by the holders thereof, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (iv) fourth, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses (i), (ii), and (iii), the Shares or other securities for
the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons
and that can be sold without exceeding the Maximum Number of Shares.


 


4.1.5       Withdrawal.
If a majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to include all of their
Registrable Securities in any offering, such majority-in-interest of the Demanding Holders may elect to withdraw from such offering by
giving written notice to the Company and the underwriter or underwriters of their request to withdraw prior to the effectiveness of the
registration statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest of the Demanding
Holders withdraws from a proposed offering relating to a Demand Registration, then the Company does not have to continue its obligations
under Section 4.1, provided that, any such withdrawal will not count as the Demand Registration if the Demanding Holders pay all of the
Company’s out-of-pocket expenses, with respect to such withdrawn registration.


 


4.1.6       Terms.
The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of one legal
counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities, but the Holders shall pay
any and all underwriting commissions. The Company agrees to use its reasonable best efforts to qualify or register the Registrable Securities
in such states as are reasonably requested by the Demanding Holder(s); provided, however, that in no event shall the Company be required
to register the Registrable Securities in a state in which such registration would cause (i) the Company to be obligated to qualify to
do business in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction or (ii)
the principal shareholders of the Company to be obligated to escrow their shares of capital stock of the Company. The Company shall use
its best efforts to cause any registration statement or post-effective amendment filed pursuant to the demand rights granted under Section
4.1.1 to remain effective for a period of nine consecutive months from the effective date of such registration statement or post-effective
amendment.


 


4.2       Piggy-Back
Registration.


 




    	 	 4	 



    	 	 	 



    

4.2.1 Piggy-Back Rights.
If at any time during the seven year period commencing on the Effective Date the Company proposes to file a registration statement under
the Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible
into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and
by shareholders of the Company including, without limitation, pursuant to Section 4.1), other than a registration statement (i) filed
in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the
Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv)
for a dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable
Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date, which notice shall describe
the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed
managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the
opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within five
(5) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities
to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten
offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as
any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back
Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter
or underwriters selected for such Piggy-Back Registration.


 


4.2.2 Reduction of Offering.
If the managing underwriter or underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and
the holders of Registrable Securities in writing that the dollar amount or number of Shares which the Company desires to sell, taken together
with Shares, if any, as to which registration has been demanded pursuant to written contractual arrangements with persons other than the
holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section
4.2, and the Shares, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights
of other shareholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:


 


(a) If the registration is undertaken
for the Company’s account: (A) first, Shares or other securities that the Company desires to sell that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(A), the Shares or other securities, if any, comprised of Registrable Securities, as to which registration has been requested pursuant
to the applicable written contractual piggy-back registration rights of such security holders, Pro Rata, that can be sold without exceeding
the Maximum Number of Shares; and (C) third, to the extent that the Maximum Number of shares has not been reached under the foregoing
clauses (A) and (B), the Shares or other securities for the account of other persons that the Company is obligated to register pursuant
to written contractual piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares;


 


(b) If the registration is a “demand”
registration undertaken at the demand of holders of Investor Securities, (A) first, the Shares or other securities for the account of
the demanding persons, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (A), the Shares or other securities that the Company desires to sell
that can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A) and (B), the shares of Registrable Securities, Pro Rata, as to which registration has been requested
pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the Shares or other securities for the account
of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons, that can be
sold without exceeding the Maximum Number of Shares; and


 


(c) If the registration is a “demand”
registration undertaken at the demand of persons other than either the holders of Registrable Securities or of Investor Securities, (A)
first, the Shares or other securities for the account of the demanding persons that can be sold without exceeding the Maximum Number of
Shares; (B) second,




    	 	 5	 



    	 	 	 



    

to the extent that the Maximum Number of Shares has
not been reached under the foregoing clause (A), the Shares or other securities that the Company desires to sell that can be sold without
exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing
clauses (A) and (B), collectively the Shares or other securities comprised of Registrable Securities and Investor Securities, Pro Rata,
as to which registration has been requested pursuant to the terms hereof and of the Registration Rights Agreement, as applicable, that
can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clauses (A), (B) and (C), the Shares or other securities for the account of other persons that the Company
is obligated to register pursuant to written contractual arrangements
with such persons, that can be sold without exceeding the Maximum Number of Shares.


 


4.2.3 Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any
Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the registration
statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written
contractual obligations) may withdraw a registration statement at any time prior to the effectiveness of the registration statement. Notwithstanding
any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back
Registration as provided in Section 4.2.4.


 


4.2.4 Terms. The Company
shall bear all fees and expenses attendant to registering the Registrable Securities, including the expenses of one legal counsel selected
by the Holders to represent them in connection with the sale of the Registrable Securities but the Holders shall pay any and all underwriting
commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders
of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration
statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed (during the period in
which the Purchase Warrant is exercisable) by the Company until such time as all of the Registrable Securities have been registered and
sold. The Holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written
notice within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall
use its best efforts to cause any registration statement filed pursuant to the above “piggyback” rights to remain effective
for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such
securities.


 


4.3 General Terms.


 


4.3.1        Indemnification.
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and
each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange
Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including all reasonable
attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against litigation, commenced or
threatened, or any claim whatsoever whether arising out of any action between the underwriter and the Company or between the underwriter
and any third party or otherwise) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such
registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed
to indemnify the underwriters contained in Section 5 of the Underwriting Agreement between the Company, the Underwriter and the other
underwriters named therein dated the Effective Date (“Underwriting Agreement”). The Holder(s) of the Registrable Securities
to be sold pursuant to such registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the
Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act, against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other
expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under
the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holders, or their successors or assigns
for specific inclusion in such registration statement or arising from any omission or the alleged omission to state a material fact required
to be stated therein or necessary to make the statement contained therein not misleading in connection with the registration of the Registrable
Securities, to the same extent and with the same effect as the provisions contained in Section 5 of the


Underwriting Agreement pursuant to which the underwriters
have agreed to indemnify the Company.


 




    	 	 6	 



    	 	 	 



    

4.3.2        Exercise
of Purchase Warrant. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their Purchase
Warrant prior to or after the initial filing of any registration statement or the effectiveness thereof.


 


4.3.3       Documents
Delivered to Holders. The Company shall furnish the Underwriter, for as long as it is a Holder, as representative of the Holders participating
in any of the foregoing offerings, a signed counterpart, addressed to the participating Holders, of (i) an opinion of counsel to the Company,
dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, an opinion
dated the date of the closing under any underwriting agreement related thereto), and (ii) a “cold comfort” letter dated the
effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the
date of the closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company’s
financial statements included in such registration statement, in each case covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events
subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountants’
letters delivered to underwriters in underwritten public offerings of securities. The Company shall also deliver promptly to the Underwriter,
as representative of the Holders participating in the offering, the correspondence and memoranda described below and copies of all correspondence
between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff
with respect to the registration statement and permit the Underwriter, as representative of the Holders, to do such investigation, upon
reasonable advance notice, with respect to information contained in or omitted from the registration statement as it deems reasonably
necessary to comply with applicable securities laws or rules of FINRA. Such investigation shall include access to books, records and properties
and opportunities to discuss the business of the Company with its officers and independent auditors, all to such reasonable extent and
at such reasonable times and as often as the Underwriter, as representative of the Holders, shall reasonably request. The Company shall
not be required to disclose any confidential information or other records to the Underwriter, as representative of the Holders, or to
any other person, until and unless such persons shall have entered into reasonable confidentiality agreements (in form and substance reasonably
satisfactory to the Company), with the Company with respect thereto.


 


4.3.4        Underwriting
Agreement. The Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders
whose Registrable Securities are being registered pursuant to this Section 4, which managing underwriter shall be reasonably acceptable
to the Company. Such agreement shall be reasonably satisfactory in form and substance to the Company, each Holder and such managing underwriters,
and shall contain such representations, warranties and covenants by the Company and such other terms as are customarily contained in agreements
of that type used by the managing underwriter. The Holders shall be parties to any underwriting agreement relating to an underwritten
sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of
the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders. Such Holders shall not
be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate
to such Holders and their intended methods of distribution. Such Holders, however, shall agree to such covenants and indemnification and
contribution obligations for selling shareholders as are customarily contained in agreements of that type used by the managing underwriter.
Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration
statement and other documents relating to any offering in which they include securities pursuant to this Section 4. Each Holder shall
also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition
of such securities as shall be reasonably required to effect the registration of the Registrable Securities.


 


4.3.5       Rule
144 Sale. Notwithstanding anything contained in this Section 4 to the contrary, the Company shall have no obligation pursuant to Sections
4.1 or 4.2 to use its best efforts to obtain the registration of Registrable Securities held by any Holder (i) where such Holder would
then be entitled to sell under Rule 144 all of the Registrable Securities then held by such Holder, or (ii) where the number of Registrable
Securities held by such Holder is within the volume limitations under paragraph (e) of Rule 144 (calculated as if such Holder were an
affiliate within the meaning of Rule 144).


 


4.3.6       Supplemental
Prospectus. Each Holder agrees, that upon receipt of any notice from the Company of the happening of any event as a result of which
the prospectus included in the registration statement, as then in




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effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light
of the circumstances then existing, such Holder will immediately discontinue disposition of Registrable Securities pursuant to the registration
statement covering such Registrable Securities until such Holder’s receipt of the copies of a supplemental or amended prospectus,
and, if so desired by the Company, such Holder shall deliver to the Company (at the expense of the Company) or destroy (and deliver to
the Company a certificate of such destruction) all copies, other than permanent file copies then in such Holder’s possession, of
the prospectus covering such Registrable Securities current at the time of receipt of such notice.


 


4.3.7. Information to
be Provided by Holders to Company. It shall be a condition precedent to the obligations of the Company to take any action pursuant
to this Section 4 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such
information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably
required to effect the registration of such Holder’s Registrable Securities. In addition, each Holder confirms that it shall comply
with any and all prospectus delivery requirements under applicable Commission rules and regulations.


 


5.       New
Purchase Warrants to be Issued.


 


5.1       Partial
Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole
or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation,
together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised
pursuant to Section 2.1 hereto, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor
to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder
as to which this Purchase Warrant has not been exercised or assigned.


 


5.2        Lost
Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase
Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase
Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction
shall constitute a substitute contractual obligation on the part of the Company.


 


6.       Adjustments.


 


6.1       Adjustments
to Exercise Price and Number of Securities. The Exercise Price and the number of Shares underlying the Purchase Warrant shall be subject
to adjustment from time to time as hereinafter set forth:


 


6.1.1       Share
Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding
Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day
thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise
Price shall be proportionately decreased.


 


6.1.2        Aggregation
of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is decreased
by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof, the number
of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding Shares, and the Exercise Price shall
be proportionately increased.


 


6.1.3        Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than
a change covered by Section 6.1.1 or 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share reconstruction
or amalgamation or consolidation or merger of the Company with or into another corporation (other than a consolidation or share reconstruction
or amalgamation or merger in which the Company is the continuing corporation and that does not result in any




    	 	 8	 



    	 	 	 



    

reclassification or reorganization of the
outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety
or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the
right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the
same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities
or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation,
or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise
of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section
6.1.1 or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2 and this Section 6.1.3. The provisions of this Section
6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations,
sales or other transfers.


 


6.1.4        Changes
in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section
6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the
Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting
a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Commencement Date or the
computation thereof.


 


6.2        Substitute
Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation or merger of the Company
with or into, another corporation (other than a consolidation or share reconstruction or amalgamation or merger which does not result
in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or
amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant
then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive,
upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such
consolidation or share reconstruction or amalgamation or merger, by a holder of the number of Shares of the Company for which such Purchase
Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation or merger, sale or transfer.
Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section
6. The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.


 


6.3        Elimination
of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise
of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent
of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest
whole number of Shares or other securities, properties or rights.


 


7.        Reservation
and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance
upon exercise of the Purchase Warrants, such number of Shares or other securities, properties or rights as shall be issuable upon the
exercise thereof. The Company covenants and agrees that, upon exercise of the Purchase Warrants and payment of the Exercise Price therefor,
in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable and not subject to preemptive rights of any shareholder. As long as the Purchase Warrants shall be outstanding,
the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of the Purchase Warrants to be listed
(subject to official notice of issuance) on a national securities exchange or quoted on any tier of the OTC Bulletin Board or any successor
trading market on which the Shares issued to the public in the Offering may then be listed and/or quoted.


 


8.       Certain
Notice Requirements.


 




    	 	 9	 



    	 	 	 



    

8.1       Holder’s
Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive
notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the
Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in
Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least ten (10) days
prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled
to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case
may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders
of the Company in connection with the events described in Section 8.2 below at the same time and in the same manner that such notice is
given to the shareholders.


 


8.2        Events
Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events:
(i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution
payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of
its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital
stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the
Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all
of its property, assets and business shall be proposed.


 


8.3        Notice
of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section
6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the
event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief
Financial Officer.


 


8.4        Transmittal
of Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing and addressed to the
other party at its address set forth below (or to such other address that the receiving party may designate from time to time in accordance
with this Section 8.4), and shall be deemed to have been given (a) three (3) days after mailing if sent by certified mail return receipt
requested, (b) one (1) day after mailing if sent by receipted overnight carrier (i.e. Federal Express), provided that proof of delivery
or rejection is obtained, or (c) when delivered if by hand or sent by email to the physical address or email address set forth below.


If to the Holder:


I-Bankers Securities, Inc.


1208 Shady Ln N.


Keller, TX 76248


Attn: Chief Executive Officer


 


 


If to the Company:


 


Jupiter Wellness Acquisition Corp.


1061 E. Indiantown
Road, Suite 110

Jupiter, Florida 33477


Attn: Brian S. John, Chief Executive Officer


9.       Miscellaneous.


 


9.1       Amendments.
The Company and the Underwriter may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders
in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any
other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and the
Underwriter may deem




    	 	 10	 



    	 	 	 



    

necessary or desirable and that the Company
and the Underwriter deem shall not adversely affect the interest of the Holders. All other modifications or amendments shall require the
written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.


 


9.2        Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Purchase Warrant.


 


9.3.        Entire
Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with
this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


9.4        Binding
Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their
permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any
legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.


 


9.5        Governing
Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any
action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in
the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding
or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor. The Company and the Holder hereby irrevocably waive, to the fullest extent permitted by applicable law,
any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.


 


9.6        Waiver,
etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed
or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof
or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance
or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


9.7        Exchange
Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior
to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange
Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or
a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.


 


[Signature Page Follows]


 


 




    	 	 11	 



    	 	 	 



    

IN WITNESS WHEREOF, the Company has caused
this Purchase Warrant to be signed by its duly authorized officer as of the 9th day of December, 2021.


 


 


JUPTER WELLNESS ACQUISITION CORP.


 


 


 


By: _/s/Brian S. John________________________________


Name: Brian S. John


Title: Chief Executive
Officer


 





 


 


 




    	 	 12	 



    	 	 	 



    

[Form to be used to exercise Purchase
Warrant]


  


Date: __________, 20___


 


The undersigned hereby elects
irrevocably to exercise the Purchase Warrant for ______ shares of Class A common stock, par value $.0001 per share (the “Shares”),
of Jupiter Wellness Acquisition Corp., a Delaware corporation (the “Company”), and hereby makes payment of $____ (at
the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant
is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares
for which this Purchase Warrant has not been exercised.


 


or


 


The undersigned hereby elects
irrevocably to convert its right to purchase ___ Shares of the Company under the Purchase Warrant for ______ Shares, as determined in
accordance with the following formula: 


	 	X	=	Y*(A-B)	 
	A	 
	Where,	 	 	 
	 	X	=	The number of Shares to be issued to Holder;
	 	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	 	A	=	The fair market value of one Share which is equal to $_____; and
	 	B	=	The Exercise Price which is equal to $______ per share
	 	 	 	 	 	 	 


The undersigned agrees
and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the
calculation shall be resolved by the Company in its sole discretion.


 


Please issue the Shares
as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant
representing the number of Shares for which this Purchase Warrant has not been converted.


  


	Signature	 	 
	 	 	 
	 	 	 
	Signature Guaranteed	 	 
	 	 	 


 


INSTRUCTIONS FOR REGISTRATION OF SECURITIES


	Name:	 	 
	 	(Print in Block Letters)	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


NOTICE: The signature
to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered
national securities exchange.




    	 	 13	 



    	 	 	 



    

[Form to be used to assign Purchase Warrant]


ASSIGNMENT


 


(To be executed by the registered Holder
to effect a transfer of the within Purchase Warrant):


 


 


 


FOR VALUE RECEIVED, __________________
does hereby sell, assign and transfer unto the right to purchase shares of Class A common stock, par value $.0001 per share, of Jupiter
Wellness Acquisition Corp., a Delaware corporation (the “Company”), evidenced by the Purchase Warrant and does hereby
authorize the Company to transfer such right on the books of the Company.


 


 


 


Dated: __________, 20__


 


 


 


 


Signature


 


 


 


Signature Guaranteed


 


 


 


 


NOTICE: The signature to this form must correspond
with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and
must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national
securities exchange.






    	 	 14