Exhibit 10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of October __, 2019, between Uppercut Brands Inc.,
a Delaware corporation and includes any successor Company thereto (the “Company”), and the Purchaser identified
on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser”.


 


WHEREAS,
the Company and Purchaser desire to enter into this Agreement, pursuant to which the Purchaser are to be granted the right to
acquire securities of the Company as set forth herein and


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell
to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in
this Agreement (the “Offering”).


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:


 


ARTICLE
I. 


 


DEFINITIONS


 


1.1
Definitions. In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise
defined herein have the meanings given to such terms in the Notes (as defined herein), and (b) the following terms have the meanings
set forth in this Section 1.1:


 


“Accredited
Investor” shall have the meaning ascribed to such term in Section 3.2(c).


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.7.


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Applicable
Law” shall mean any law, rule or regulation of any governmental authority or jurisdiction applicable to any party to
this Agreement, as the case may be.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are required by law or other governmental action to close.


 


“Buy-In”
shall have the meaning ascribed to such term in Section 4.1(h).


 


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.


 






     


     


    

 


“Closing
Date” means the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchaser’ obligation to pay the Subscription Amount at such Closing,
and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been
satisfied or waived, but in no event later than the tenth Business Day following the date hereof.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.01 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


 


“Company
Counsel” means, Eilers Law Group.


 


“Conversion
Price” shall have the meaning ascribed to such term in the Notes.


 


“DGCL”
means the Delaware General Corporation Law.


 


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


 


“Disqualification
Event” shall have the meaning ascribed to such term in Section 3.1(oo).


 


“Equity
Line of Credit” shall have the meaning ascribed to such term in Section 4.13.


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(r).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange
Agreement” means the Securities Exchange Agreement between the Company, its former securityholders, and Omni Shrimp,
Inc., a Nevada corporation (“Omni”).


 


“Exempt
Issuance” means the issuance of (a) up to 2,500,000 shares of Common Stock and options to senior management, (b) securities
exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement,
provided that such securities and any term thereof have not been amended since the date of this Agreement to increase the number
of such securities or to decrease the issue price, exercise price, exchange price or conversion price of such securities and which
securities and the principal terms thereof are terms as disclosed in the Exchange Agreement, (c) securities issued pursuant to
acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any
such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an
operating company or an owner of an asset in a business synergistic with the business of the Company and shall be intended to
provide to the Company substantial additional benefits in addition to the investment of funds, but shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business
is investing in securities, and (d) securities issued or issuable to the Purchaser and their assigns pursuant to this Agreement,
the Notes and other Transaction Documents including without limitation, Section 4.17 and Section 4.23 herein, or upon exercise,
conversion or exchange of any such securities.


 






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“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“FDA”
shall have the meaning ascribed to such term in Section 3.1(nn).


 


“FDA
Product” shall have the meaning ascribed to such term in Section 3.1(nn).


 


“FDCA”
shall have the meaning ascribed to such term in Section 3.1(nn).


 


“Form
8-K” shall have the meaning ascribed to such term in Section 4.6.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“G&M”
shall mean Grushko & Mittman, P.C., with offices located at 515 Rockaway Avenue, Valley Stream, New York 11581, Fax: 212-697-3575.


 


“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(z).


 


“Issuer
Covered Person” shall have the meaning ascribed to such term in Section 3.1(oo).


 


“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.1(d).


 


“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


 


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(m).


 


“Maximum
Rate” shall have the meaning ascribed to such term in Section 5.17.


 


“Money
Laundering Laws” shall have the meaning ascribed to such term in Section 3.1(gg).


 


“Note”
means the convertible note issuable pursuant to this Agreement, in the form of Exhibit A hereto.


 


“OFAC”
shall have the meaning ascribed to such term in Section 3.1(ii).


 


“Participation
Maximum” shall have the meaning ascribed to such term in Section 4.17(a).


 






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“Permitted
Indebtedness” means (a) any liabilities for borrowed money or amounts owed not in excess of $100,000 in the aggregate,
(b) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same
are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto) not affecting more than $100,000
in the aggregate, except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions
in the ordinary course of business; (c) the present value of any lease payments not in excess of $100,000 due under leases required
to be capitalized in accordance with GAAP; and (d) any liabilities for borrowed money that are junior to the Note pursuant to
an intercreditor agreement acceptable to Purchaser, and the holders of which are not granted any security interest, including
a credit line of up to $1,000,000 with a financial institution engaged in providing credit whose business does not generally include
equity investing.


 


“Permitted
Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental
charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good
faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company)
have been established in accordance with GAAP, (b) Liens imposed by law which were incurred in the ordinary course of the Company’s
business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other
similar Liens arising in the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate
materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business
of the Company and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings
have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Liens,
and (c) Liens in connection with Permitted Indebtedness under clauses (a), and (b) thereunder, and Liens incurred in connection
with Permitted Indebtedness under clause (c) thereunder, provided that such Liens are not secured by assets of the Company or
its Subsidiaries other than the assets so acquired or leased.


 


“Person”
means an individual, corporation or Company, partnership, trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Pre-Notice”
shall have the meaning ascribed to such term in Section 4.17(b).


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Public
Information Failure” shall have the meaning ascribed to such term in Section 4.3(b).


 


“Public
Information Failure Payments” shall have the meaning ascribed to such term in Section 4.3(b).


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.10.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 


“Required
Minimum” means, as of any date, 125% of the maximum aggregate number of shares of Common Stock then issued or potentially
issuable in the future pursuant to the Transaction Documents, including any Underlying Shares issuable conversion in full of all
Notes, ignoring any conversion or exercise limits set forth therein, and assuming that any previously unconverted Notes will be
held until the third anniversary of the issue date of such Notes.


 






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“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Securities”
means the Notes, Warrants and the Underlying Shares.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Short
Sales” means “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act and all types
of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including
on a total return basis) whether such transactions are made through U.S. or non-U.S. broker dealers or foreign regulated brokers.


 


“Stock
Option Plans” means the terms governing the issuance of stock options including but not limited to Service-Based Stock
Options and Performance-Based Stock Options as described in the Exchange Agreement.


 


“Subscription
Amount” means, as to the Purchaser, the aggregate amount to be paid for the Notes purchased hereunder at the Closing
as specified below the Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription
Amount,” in United States dollars and in immediately available funds.


 


“Subsequent
Financing” shall have the meaning ascribed to such term in Section 4.17(a).


 


“Subsequent
Financing Notice” shall have the meaning ascribed to such term in Section 4.17(b).


 


“Subsidiary”
means with respect to any entity at any date, any direct or indirect Person, limited or general partnership, limited liability
company, trust, estate, association, joint venture or other business entity of which (A) more than 30% of (i) the outstanding
capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or
other managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital
or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture
or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination,
owned or controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control
of the Company.


 


“Termination
Date” shall have the meaning ascribed to such term in Section 2.1.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading for three or more hours.


 


“Trading
Market” means the first listed of any of the following markets or exchanges on which the Common Stock is listed or quoted
for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global
Select Market, the New York Stock Exchange, the OTC Bulletin Board, the OTCQB, or the OTCQX (or any successors to any of the foregoing).
As of the Closing Date, the OTCQB is the Trading Market.


 






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“Transaction
Documents” means this Agreement, the Warrants, the Notes, all exhibits and schedules thereto and hereto and any other
documents or agreements executed by any party hereto in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means [Requires Completion] and any successor transfer agent of the Company.


 


“Underlying
Shares” means the shares of Common Stock issued and issuable upon conversion of the Notes in accordance with the terms
of the Notes and exercise of the Warrants in accordance with the terms of the Warrants and any other shares of Common Stock issued
or issuable to the Purchaser in connection with or pursuant to the Securities or Transaction Documents.


 


“Unlegended
Shares” shall have the meaning ascribed to such term in Section 4.1(d).


 


“Variable
Priced Equity Linked Instruments” shall have the meaning ascribed to such term in Section 4.13.


 


“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.13.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed
or quoted for trading on a Trading Market but is then reported on the OTC Pink Marketplace maintained by the OTC Markets Group,
Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the volume weighted average price
of the Common Stock on the first such facility (or a similar organization or agency succeeding to its functions of reporting prices),
or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the Purchaser and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 


“Warrants”
means the warrant to purchase Common Stock issuable pursuant to this Agreement, in the form of Exhibit B hereto.


 


ARTICLE
II. 


 


PURCHASE
AND SALE


 


2.1
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with
the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agree to purchase,
an aggregate of $100,000 in Subscription Amount of Notes in the aggregate principal amount as determined pursuant to Section 2.2(a)
and Warrants as set forth on the signature page (such purchase and sale being the “Closing”). The Purchaser
shall deliver to the Company the Purchaser’s Subscription Amount, and the Company shall deliver to the Purchaser its respective
Note, as determined pursuant to Section 2.2(a), and the Company and the Purchaser shall deliver the other items set forth in Section
2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing
shall occur at the offices of G&M or such other location as the parties shall mutually agree. Notwithstanding anything herein
to the contrary, the initial Closing Date shall occur on or before October 31, 2019 (the “Termination Date”).
With respect to any Closing not held on or before the Termination Date, the Company shall cause (i) all subscription documents
executed by the Company or the Purchaser to be returned to the Company or the Purchaser, as applicable, and (ii) each Subscription
Amount to be returned, without interest or deduction to the Purchaser who delivered such Subscription Amount.


 






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NO
MINIMUM AMOUNT OF NOTES MUST BE SOLD IN ORDER FOR THE COMPANY TO ACCEPT ANY SUBSCRIPTIONS, AND ALL NET PROCEEDS OF THE OFFERING
WILL BE IMMEDIATELY AVAILABLE FOR COMPANY PURPOSES UPON CLOSING.


 


2.2
Deliveries.


 


(a)
On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following:


 


(i)
this Agreement duly executed by the Company;

 


(ii)
a Note with a principal amount as set forth on the signature page hereto equal to 110% of the Purchaser’s Subscription Amount,
registered in the name of the Purchaser; and


 


(iii)
A Warrant for the number of shares et forth on the Purchaser’s Signature Page.


 


(b)
On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)
this Agreement duly executed by the Purchaser; and

 


(ii)
the Purchaser’s Subscription Amount by wire transfer to the Company.


 


2.3
Closing Conditions.


 


(a)
The obligations of the Company hereunder to effect the Closing are subject to the following conditions being met:


 


(i)
the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar
qualifiers therein) on the date of this Agreement and the Closing Date of the representations and warranties of the Purchaser
contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)
all obligations, covenants and agreements of the Purchaser under this Agreement required to be performed at or prior to the Closing
Date shall have been performed in all material respects;


 


(iii)
the delivery by the Purchaser of the items set forth in Section 2.2(b) of this Agreement; and


 






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(iv)
the Company shall have received executed signature pages to this Agreement from at least one Purchaser showing an agreement to
purchase a Note and the Company shall have received the corresponding Subscription Amount from the Purchaser, in cash.


 


(b)
The respective obligations of the Purchaser hereunder to effect the Closing, unless waived by the Purchaser, are subject to the
following conditions being met:


 


(i)
the accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar
qualifiers therein) on the date of this Agreement and Closing Date of the representations and warranties of the Company contained
herein (unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)
all Required Approvals, obligations, covenants and agreements of the Company under the Transaction Documents required to be performed
or obtained at or prior to the Closing Date shall have been performed or obtained;


 


(iii)
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(iv)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and


 


(v)
from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, nor shall a banking moratorium have been declared either
by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities
or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial
market which, in each case, in the reasonable judgment of the Purchaser, makes it impracticable or inadvisable to purchase the
Securities at the Closing.


 


ARTICLE
III. 


 


REPRESENTATIONS
AND WARRANTIES


 


3.1
Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to
the Purchaser:


 


(a)
Subsidiaries. All of the direct and indirect Subsidiaries of the Company and the Company’s ownership interests therein
are set forth terms in the Exchange Agreement. The Company owns, directly or indirectly, all of the capital stock or other equity
interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each
Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or
purchase securities.


 






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(b)
Organization and Qualification. The Company and each Subsidiary is an entity duly incorporated or otherwise organized,
validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite
power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the
Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and each Subsidiary is duly qualified to conduct business
and is in good standing as a foreign Person or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, would not reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability
of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, or condition (financial
or otherwise) of the Company and each Subsidiary, taken as a whole, or (iii) a material adverse effect on the Company’s
ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii)
or (iii), a “Material Adverse Effect”) and, no Proceeding has been instituted in any such jurisdiction revoking,
limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


(c)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company
and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders
in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by Applicable Law.


 


(d)
No Conflicts. The execution, delivery and performance by the Company and all Persons other than the Purchaser of this Agreement
and the other Transaction Documents, the issuance and sale of the Securities and the consummation by it of the transactions contemplated
hereby and thereby to which it is a party do not and will not: (i) conflict with or violate any provision of the Company’s
or any Subsidiary’s or such other Person’s certificate or articles of incorporation, bylaws or other organizational
or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would
become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary,
or give to others any rights of termination, amendment, acceleration, adjustment, exchange, reset, exercise or cancellation (with
or without notice, lapse of time or both) of, any agreement, credit facility, debt, equity or other instrument (evidencing Company
or Subsidiary equity, debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which
any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court
or governmental authority to which the Company or a Subsidiary or such other Person is subject (including federal and state securities
laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case
of each of clause (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.


 






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(e)
Filings, Consents and Approvals. The Company and each Subsidiary is not required to obtain any consent, waiver, authorization
or order of, give any notice to, or make any filing or registration with, any court or other provincial or foreign or domestic
federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance
by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.6 of this Agreement, (ii)
the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing
of the Underlying Shares for trading thereon in the time and manner required thereby, all of which shall have been effectuated
prior to the Closing, and (iii) the filing of a Form D with the Commission (collectively, the “Required Approvals”).


 


(f)
Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the
Company other than restrictions on transfer arising pursuant to applicable securities laws. The Notes are duly authorized and,
when issued and delivered in accordance with the applicable Transaction Documents, will be enforceable in accordance with their
terms. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the
Underlying Shares at least equal to the Required Minimum on the date hereof.


 


(g)
Capitalization. The capitalization of the Company is as set forth in terms disclosed in the Exchange Agreement. The Company
has not issued any capital stock since its most recently filed periodic report. Except as set forth in the Exchange Agreement,
no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the
transactions contemplated by the Transaction Documents. Except as disclosed in the Exchange Agreement, there are no outstanding
options, employee or incentive stock option plans, warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any
Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents.
Except as set forth in the Exchange Agreement, the issuance and sale of the Securities will not obligate the Company to issue
shares of Common Stock or other securities to any Person (other than the Purchaser) and will not result in a right of any holder
of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding
shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in
material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of
any preemptive rights or similar rights to subscribe for or purchase securities. Except as contemplated by Section 3.1(e), no
further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of
the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s
capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s
stockholders. The Company is not a party to any Variable Rate Transaction and as of Closing, there will not be outstanding any
Equity Line of Credit nor Variable Priced Equity Linked Instruments as of the Closing.


 


(h)
Reserved


 






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(i)
Material Changes; Undisclosed Events, Liabilities or Developments. Except as specifically disclosed in the Exchange Agreement:
(i) there has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material
Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables
and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required
to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission,
(iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate except pursuant
to the Stock Option Plan. The Company does not have pending before the Commission any request for confidential treatment of information.
Except for the issuance of the Securities contemplated by this Agreement, or as set forth in the Exchange Agreement, no event,
liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with
respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition,
that would be required to be disclosed by the Company under Applicable Law at the time this representation is made or deemed made
that has not been publicly disclosed at least two Trading Days prior to the date that this representation is made.


 


(j)
Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge
of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by
any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)
(collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability
of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably
be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof,
is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws
or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated,
any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission
has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or
any Subsidiary under the Exchange Act or the Securities Act.


 


(k)
Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company or any Subsidiary, which would reasonably be expected to result in a Material Adverse Effect. None of the Company’s
or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company
or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the
Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company,
no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any
employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other
contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive
officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters.
The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating
to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be
in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 






    11


     


    

 


(l)
Compliance. To the Company’s knowledge, neither the Company nor any Subsidiary, (i) is in default under or in violation
of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by
the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under
or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party
or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation
of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation
of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal,
state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and
employment and labor matters, except in each case as would not reasonably be expected to result in a Material Adverse Effect.


 


(m)
Regulatory Permits. The Company and each Subsidiary possess all certificates, authorizations and permits issued by the
appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses and as actually
conducted, except where the failure to possess such permits would not reasonably be expected to result in a Material Adverse Effect
(“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating
to the revocation or modification of any Material Permit.


 


(n)
Title to Assets. The Company and each Subsidiary have good and marketable title in fee simple to all real property (if
any) owned by them and good and marketable title in all personal property owned by them that is material to the business of the
Company and each Subsidiary, in each case free and clear of all Liens, except for Permitted Liens and (i) Liens as do not materially
affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by
the Company and each Subsidiary and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves
have been made in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property
and facilities held under lease by the Company and each Subsidiary are held by them under valid, subsisting and enforceable leases
with which the Company and each Subsidiary are in compliance.


 


(o)
Reserved.


 


(p)
Insurance. The Company and each Subsidiary are insured by insurers of recognized financial responsibility against such
losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and each Subsidiary are
engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has
any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to
obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.


 






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(q)
Transactions With Affiliates and Employees. None of the officers or directors of the Company or any Subsidiary and, to
the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with
the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement
or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or
from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee
has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $100,000
other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf
of the Company or any Subsidiary, and (iii) other employee benefits, including stock option agreements under the Stock Option
Plan or any other plan of the Company except as disclosed in the Exchange Agreement.


 


(r)
Reserved.


 


(s)
Certain Fees. No brokerage, finder’s fees, commissions or due diligence fees are or will be payable by the Company
or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person
with respect to the transactions contemplated by the Transaction Documents. The Purchaser shall have no obligation with respect
to any such fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section
3.1(s) that may be due in connection with the transactions contemplated by the Transaction Documents.


 


(t)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended. The Company shall conduct its business in a manner so that it will not become an “investment company”
subject to registration under the Investment Company Act of 1940, as amended.


 


(u)
Registration Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the
Securities Act of any securities of the Company or any Subsidiary.


 


(v)
Reserved.


 


(w)
Application of Takeover Protections. The Company and the Board of Directors has taken all necessary action in order to
render inapplicable any control share acquisition, business combination (as defined in the DGCL), poison pill (including any distribution
under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or
similar charter documents) or the laws of Delaware, including under Section 203(a)(1) of the DGCL that are or could become applicable
to the Purchaser as a result of the Purchaser and the Company fulfilling their obligations or exercising their rights under the
Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the Purchaser’
ownership of the Securities.


 






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(x)
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchaser or
their agents or counsel with any information that it believes constitutes or might constitute material, non-public information.
The Company understands and confirms that the Purchaser will rely on the foregoing representation in effecting transactions in
securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company
and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules
to this Agreement, when taken together as a whole, is true and correct and does not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding
the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which
they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations
or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.


 


(y)
No Integrated Offering. Assuming the accuracy of the Purchaser’ representations and warranties set forth in Section
3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the
Offering of the Securities to be integrated with prior offerings by the Company for purposes of: (i) the Securities Act which
would require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions
of any Trading Market on which any of the securities of the Company are listed or designated.


 


(z)
Solvency. Based on the consolidated financial condition of the Company and Subsidiaries as of the Closing Date, and the
Company’s good faith estimate of the fair market value of its assets, after giving effect to the receipt by the Company
of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s assets exceeds the
amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including
known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to
carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular
capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability
thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate
all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in
respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability
to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).
The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation
under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. The Exchange Agreement
sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which
the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x)
any liabilities for borrowed money or amounts owed in excess of $50,000 in the aggregate (other than trade accounts payable incurred
in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness
of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes
thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to
be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.


 






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(aa)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result
in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all required United States federal,
state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction
to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown
or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate
for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers
of the Company or of any Subsidiary know of no basis for any such claim.


 


(bb)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary,
any agent or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for
unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii)
made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties
or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made
by any person acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material
respect any provision of FCPA.


 


(cc)
Accountants and Lawyers. To the knowledge and belief of the Company, such accounting firm: (i) is a registered public accounting
firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included
in the Company’s Annual Report for the fiscal year ending December 31, 2018. There are no disagreements of any kind presently
existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently
employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect
the Company’s ability to perform any of its obligations under any of the Transaction Documents.


 


(dd)
Acknowledgment Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that the Purchaser
is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions
contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the
Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any
advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents
and the transactions contemplated thereby is merely incidental to the Purchaser’ purchase of the Securities. The Company
further represents to the Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents
has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 






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(ee)
Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary
notwithstanding, it is understood and acknowledged by the Company that: (i) none of the Purchaser has been asked by the Company
to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or
“derivative” securities based on securities issued by the Company or to hold the Securities for any specified term,
(ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales
or “derivative” transactions, before or after the closing of this or future private placement transactions, may negatively
impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative”
transactions to which any the Purchaser is a party, directly or indirectly, may presently have a “short” position
in the Common Stock and (iv) the Purchaser shall not be deemed to have any affiliation with or control over any arm’s length
counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) the Purchaser
may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation,
during the periods that the value of the Underlying Shares deliverable with respect to Securities are being determined, and (z)
such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after
the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities
do not constitute a breach of any of the Transaction Documents. The Company acknowledges that anything to the contrary in the
Transaction Documents notwithstanding, Purchaser may sell long any Underlying Shares it anticipates receiving after conversion
of any part of a Note.


 


(ff)
Reserved.


 


(gg)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge
of the Company or any Subsidiary, threatened.


 


(hh)
Stock Option Plans. Each stock option and similar security granted by the Company was granted (i) in accordance with the
terms of such any applicable stock option plans and (ii) with an exercise price at least equal to the fair market value of the
Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted
under any stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company
policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with,
the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial
results or prospects.


 


(ii)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director,
officer, agent, employee or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(jj)
Private Placement. Assuming the accuracy of the Purchaser’ representations and warranties set forth in Section 3.2,
no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchaser
as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the
Trading Market.


 


(kk)
No General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of
the Securities by any form of general solicitation or general advertising. The Company has offered the Securities for sale only
to the Purchaser and certain other Accredited Investors.


 






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(ll)
Indebtedness and Seniority. As of the date hereof, all Indebtedness and Liens of the Company and the principal terms thereof
are set forth in the Exchange Agreement. Except as set forth in the Exchange Agreement, as of the Closing Date, no Indebtedness
or other equity of the Company is or will be pari passu or senior to the Notes in right of payment, whether with respect
to interest or upon liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests
(which is senior only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property
covered thereby).


 


(mm)
Reserved.


 


(nn)
Reserved.


 


(oo)
No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under
the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other
officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”
and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for
a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any
Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure
obligations under Rule 506(e), and has furnished to the Purchaser a copy of any disclosures provided thereunder.


 


(pp)
Regulatory Matters. The Company and its Subsidiaries have complied in all material respects with all statutes and regulations
related to the research, manufacture and sale of its products to the extent applicable to the Company’s and its Subsidiaries’
activities. Items manufactured or under investigation by the Company and its Subsidiaries comply with all applicable manufacturing
practices regulations and other requirements established by government regulators in the jurisdictions in which the Company or
its Subsidiaries manufacture their products. The Company is not and its Subsidiaries are not the subject of any investigation
by any competent authority with respect to the development, testing, manufacturing and distribution of their products, nor has
any investigation, prosecution, or other enforcement action been threatened by any regulatory agency. Neither the Company nor
any of its Subsidiaries has received from any regulatory agency any letter or other document asserting that the Company or any
Subsidiary has violated any statute or regulation enforced by that agency with respect to the development, testing, manufacturing
and distribution of their products. To the Company’s knowledge, research conducted by or for the Company and its Subsidiaries
has complied in all material respects with all applicable legal requirements. To the Company’s knowledge, research involving
human subjects conducted by or for the Company and its Subsidiaries has been conducted in compliance in all respects with all
applicable statutes and regulations governing the protection of human subjects and not involved any investigator who has been
disqualified as a clinical investigator by any regulatory agency or has been found by any agency with jurisdiction to have engaged
in scientific misconduct.


 






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(qq)
Other Covered Persons. Except as set forth on Schedule 3.1(s) or to attorneys for legal services, the Company is
not aware of any person that has been or will be paid (directly or indirectly) remuneration in connection with the sale of any
Regulation D Securities pursuant to this Agreement.


 


(rr)
No Outstanding Variable Priced Equity Linked Instruments. As of the Closing Date and for so long as Notes are outstanding,
the Company will not have outstanding nor issuable any Variable Priced Equity Linked Instruments, nor any debt or equity with
anti-dilution, ratchet or reset rights except for the Securities.


 


(ss)
Survival. The foregoing representations and warranties shall survive the Closing.


 


3.2
Representations and Warranties of the Purchaser. The Purchaser, for itself and for no other Purchaser, hereby represents
and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):


 


(a)
Organization; Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership,
limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the
Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction
Documents and performance by the Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized
by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser.
Each Transaction Document to which it is a party has been duly executed by the Purchaser, and when delivered by the Purchaser
in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against
it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by Applicable Law.


 


(b)
Understandings or Arrangements. The Purchaser understands that the Securities are “restricted securities” and
have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal
for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of
the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in
violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings
with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any
applicable state securities law (this representation and warranty not limiting the Purchaser’s right to sell the Securities
pursuant to any registration statement or otherwise in compliance with applicable federal and state securities laws). The Purchaser
is acquiring the Securities hereunder in the ordinary course of its business.


 






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(c)
Purchaser Status. At the time the Purchaser was offered the Securities, it was, and as of the date hereof it is, and on
each date on which it converts any Notes it will be either: (i) an accredited investor (“Accredited Investor”)
as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional
buyer” as defined in Rule 144A(a) under the Securities Act. The Purchaser is not required to be registered as a broker-dealer
under Section 15 of the Exchange Act. The Purchaser has the authority and is duly and legally qualified to purchase and own the
Securities. The Purchaser is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.


 


(d)
Experience of The Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e)
Information on Company. Purchaser may have received in writing from the Company such other information concerning its operations,
financial condition and other matters as the Purchaser has requested, identified thereon as OTHER WRITTEN INFORMATION (such other
information is collectively, the “Other Written Information”), and considered all factors the Purchaser deems
material in deciding on the advisability of investing in the Securities. The Purchaser was afforded (i) the opportunity to ask
such questions as the Purchaser deemed necessary of, and to receive answers from, representatives of the Company concerning the
merits and risks of acquiring the Securities; (ii) the right of access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable the Purchaser to evaluate the Securities;
and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable
effort or expense that is necessary to make an informed investment decision with respect to acquiring the Securities.


 


(f)
Compliance with Securities Act; Reliance on Exemptions. The Purchaser understands and agrees that the Securities have not
been registered under the Securities Act or any applicable state securities laws, by reason of their issuance in a transaction
that does not require registration under the Securities Act, and that such Securities must be held indefinitely unless a subsequent
disposition is registered under the Securities Act or any applicable state securities laws or is exempt from such registration.
The Purchaser understands and agrees that the Securities are being offered and sold to the Purchaser in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and regulations and that the Company is
relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements,
acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions
and the eligibility of the Purchaser to acquire the Securities.


 


(g)
Communication of Offer. The Purchaser is not purchasing the Securities as a result of any “general solicitation”
or “general advertising,” as such terms are defined in Regulation D, which includes, but is not limited to, any advertisement,
article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the
internet or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or
general advertisement.


 


(h)
No Governmental Review. The Purchaser understands that no United States federal or state agency or any other governmental
or state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in
the Securities nor have such authorities passed upon or endorsed the merits of the Offering.


 






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(i)
No Conflicts. The execution, delivery and performance of this Agreement and performance under the other Transaction Documents
and the consummation by the Purchaser of the transactions contemplated hereby and thereby or relating hereto or thereto do not
and will not (i) result in a violation of the Purchaser’s charter documents, bylaws or other organizational documents, if
applicable, (ii) conflict with nor constitute a default (or an event which with notice or lapse of time or both would become a
default) under any agreement to which the Purchaser is a party, nor (iii) result in a violation of any law, rule, or regulation,
or any order, judgment or decree of any court or governmental agency applicable to the Purchaser or its properties (except for
such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on the
Purchaser). The Purchaser is not required to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement
or perform under the other Transaction Documents nor to purchase the Securities in accordance with the terms hereof, provided
that for purposes of the representation made in this sentence, the Purchaser is assuming and relying upon the accuracy of the
relevant representations and agreements of the Company herein.


 


(j)
Survival. The foregoing representations and warranties shall survive the Closing.


 


The
Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect the Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transaction contemplated hereby.


 


ARTICLE
IV. 


 


OTHER
AGREEMENTS OF THE PARTIES


 


4.1(a)Transfer
Restrictions. The Securities may only be disposed of in compliance with state and federal securities laws. In connection with
any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate
of the Purchaser or in connection with a pledge as contemplated in Section 4.1(c), the Company may require the transferor thereof
to provide to the Company, at the Company’s expense, an opinion of counsel selected by the transferor and reasonably acceptable
to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred Securities under the Securities Act. As a condition of such transfer,
any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations
of the Purchaser under this Agreement and the other Transaction Documents.


 






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(b)
Legend. The Purchaser agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities
in the following form:


 


[NEITHER]
THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN ACCREDITED
INVESTOR AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


(c)
Pledge. The Company acknowledges and agrees that the Purchaser may from time to time pledge pursuant to a bona fide margin
agreement with a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution
that is an Accredited Investor and who agrees to be bound by the provisions of this Agreement and, if required under the terms
of such arrangement, the Purchaser may transfer pledge or secure Securities to the pledgees or secured parties. Such a pledge
or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party
or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate
Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of
Securities may reasonably request in connection with a pledge or transfer of the Securities, including the preparation and filing
of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities
Act to appropriately amend the list of selling stockholders thereunder.


 


(d)
Legend Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”)
(including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security
is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying
Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public
information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if
such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission). If all or any Notes are converted at a time when there is an effective registration statement
to cover the resale of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not
otherwise required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that
following such time as such legend is no longer required under this Section 4.1(c), it will, no later than two (2) Trading Days
following the delivery by the Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares,
as applicable, issued with a restrictive legend (such second (2nd) Trading Day, the “Legend Removal Date”),
deliver or cause to be delivered to the Purchaser a certificate representing such shares that is free from all restrictive and
other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the
restrictions on transfer set forth in this Section 4. Certificates for Underlying Shares subject to legend removal hereunder shall
be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the
Depository Trust Company System as directed by the Purchaser.


 






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(e)Legend
Removal Default. In addition to the Purchaser’s other available remedies, provided the conditions for legend removal
set forth in Section 4.1(c) exist, the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a
penalty, for each $1,000 of Underlying Shares (based on the higher of the actual purchase price or VWAP of the Common Stock on
the date such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section
4.1(c), $10 per Trading Day for each Trading Day after the Legend Removal Date (increasing to $20 per Trading Day after the fifth
Trading Day) until such certificate is delivered without a legend. Nothing herein shall limit the Purchaser’s right to pursue
actual damages for the Company’s failure to deliver certificates representing any Securities as required by the Transaction
Documents, and the Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief.


 


(f)
DWAC. In lieu of delivering physical certificates representing the Unlegended Shares, upon request of the Purchaser, so
long as the certificates therefor do not bear a legend and the Purchaser is not obligated to return such certificate for the placement
of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Unlegended Shares by crediting
the account of Purchaser’s prime broker with the Depository Trust Company through its Deposit Withdrawal At Custodian system,
provided that the Company’s Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit
Withdrawal at Custodian system. Such delivery must be made on or before the Legend Removal Date.


 


(g)
Injunction. In the event the Purchaser shall request delivery of Unlegended Shares as described in this Section 4.1 and
the Company is required to deliver such Unlegended Shares, the Company may not refuse to deliver Unlegended Shares based on any
claim that the Purchaser or anyone associated or affiliated with the Purchaser has not complied with Purchaser’s obligations
under the Transaction Documents, or for any other reason, unless, an injunction or temporary restraining order from a court, on
notice, restraining and or enjoining delivery of such Unlegended Shares shall have been sought and obtained by the Company and
the Company has posted a surety bond for the benefit of the Purchaser in the amount of the greater of (i) 120% of the amount of
the aggregate purchase price of the Underlying Shares to be subject to the injunction or temporary restraining order, or (ii)
the VWAP of the Common Stock on the trading day before the issue date of the injunction multiplied by the number of Unlegended
Shares to be subject to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the
dispute and the proceeds of which shall be payable to the Purchaser to the extent Purchaser obtains judgment in Purchaser’s
favor.


 


(h)
Buy-In. In addition to any other rights available to Purchaser, if the Company fails to deliver to the Purchaser Unlegended
Shares as required pursuant to this Agreement and after the Legend Removal Date the Purchaser, or a broker on the Purchaser’s
behalf, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by
the Purchaser of the shares of Common Stock which the Purchaser was entitled to receive in unlegended form from the Company (a
“Buy-In”), then the Company shall promptly pay in cash to the Purchaser (in addition to any remedies available
to or elected by the Purchaser) the amount, if any, by which (A) the Purchaser’s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate purchase price of the shares of Common
Stock delivered to the Company for reissuance as Unlegended Shares together with interest thereon at a rate of 15% per annum accruing
until such amount and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as
a penalty). For example, if the Purchaser purchases shares of Common Stock having a total purchase price of $11,000 to cover a
Buy-In with respect to $10,000 of purchase price of Underlying Shares delivered to the Company for reissuance as Unlegended Shares,
the Company shall be required to pay the Purchaser $1,000, plus interest, if any. The Purchaser shall provide the Company written
notice indicating the amounts payable to the Purchaser in respect of the Buy-In.


 






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(i)
Plan of Distribution. The Purchaser agrees with the Company that the Purchaser will sell any Securities pursuant to either
the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption
therefrom, and that if Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan
of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates representing
Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.


 


4.2
Acknowledgment of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the
outstanding shares of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges
that its obligations under the Transaction Documents, including, without limitation, its obligation to issue the Underlying Shares
pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay
or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless
of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.


 


4.3
Furnishing of Information; Public Information.


 


(a)
Until the time that no Purchaser owns any Securities, the Company covenants to provide the Purchaser with all the same information
that would be required to be disclosed all periodic reports with the Commission pursuant to the Exchange Act and maintain the
registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act.


 


(b)
At any time commencing on the Company’s common stock is publicly traded and ending at such time that all of the Securities
may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction
or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement
under Rule 144(c) (a “Public Information Failure”) then, in addition to the Purchaser’s other available remedies,
the Company shall pay to the Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay
in or impairment of its ability to sell the Securities, an amount in cash equal to 2.0% of the aggregate principal amount of Notes
and accrued interest thereon held by the Purchaser on the day of a Public Information Failure and on every thirtieth (30th) day
(pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information Failure
is cured and (b) such time that such public information is no longer required for the Purchaser to transfer the Underlying Shares
pursuant to Rule 144. The payments to which the Purchaser shall be entitled pursuant to this Section 4.3(b) are referred to herein
as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the earlier
of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii) the third
(3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event the
Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall bear
interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit the Purchaser’s
right to pursue actual damages for the Public Information Failure, and the Purchaser shall have the right to pursue all remedies
available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.


 






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4.4
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any
security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in
a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated
with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require
shareholder approval prior to the closing of such other transaction or to effectuate such other transaction unless shareholder
approval is obtained before the earlier of the closing of such subsequent transaction or effectuation of such other transaction.


 


4.5
Conversion Procedures. The form of Notice of Conversion included in the Notes set forth the totality of the procedures
required of the Purchaser in order to convert the Notes. No additional legal opinion, other information or instructions shall
be required of the Purchaser to convert their Notes. The Company shall honor conversions of the Notes and shall deliver Underlying
Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.


 


4.6
Closing Form 8-K. The Company shall, within three business days following the Closing Date, issue a press release disclosing
the material terms of the transactions contemplated hereby, and shall file a Current Report on Form 8-K including the Transaction
Documents as exhibits thereto (the “Form 8-K” mutatis mutandem) within one Business Day of the date
hereof..


 


4.7
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other
Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison
pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter
adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue
of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchaser.


 


4.8
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the
Transaction Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide
any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information,
unless prior thereto the Purchaser shall have entered into a written agreement with the Company regarding the confidentiality
and use of such information. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenant
in effecting transactions in securities of the Company.


 


4.9
Use of Proceeds. The Company shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s
debt except as disclosed on Schedule 4.9 (other than payment of trade payables in the ordinary course of the Company’s
business and consistent with prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for
the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.


 






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4.10
Indemnification of Purchaser. Subject to the provisions of this Section 4.10, the Company will indemnify and hold the Purchaser
and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls
the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser
Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation
that any the Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties,
covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted
against Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who
is not an Affiliate of the Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents
(unless such action is based upon a the Purchaser Party’s representations, warranties or covenants under the Transaction
Documents or any agreements or understandings the Purchaser Party may have with any such stockholder or any violations by the
Purchaser Party of state or federal securities laws or any conduct by the Purchaser Party which constitutes fraud, gross negligence,
willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may
be sought pursuant to this Agreement, the Purchaser Party shall promptly notify the Company in writing, and the Company shall
have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any
Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of the Purchaser Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material
conflict on any material issue between the position of the Company and the position of the Purchaser Party, in which case the
Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will
not be liable to any Purchaser Party under this Agreement (y) for any settlement by the Purchaser Party effected without the Company’s
prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that
a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of its material representations, warranties
or covenants under the Transaction Documents. The indemnification required by this Section 4.10 shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity
agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company
or others and any liabilities the Company may be subject to pursuant to law.


 


4.11
Piggy-Back Registrations. If at any time until two years after the Closing Date there is not an effective registration
statement covering all of the Underlying Shares and the Company shall determine to prepare and file with the Commission a registration
statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity securities,
but excluding Forms S-4 or S-8 and similar forms which do not permit such registration, then the Company shall send to each holder
of any of the Securities written notice of such determination and, if within fifteen calendar days after receipt of such notice,
any such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Underlying
Shares such holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration
rights and any cutbacks in accordance with guidance provided by the Securities and Exchange Commission (including, but not limited
to, Rule 415). The obligations of the Company under this Section may be waived by any holder of any of the Securities entitled
to registration rights under this Section 11.1. The holders whose Underlying Shares are included or required to be included in
such registration statement are granted the same rights, benefits, liquidated or other damages and indemnification granted to
other holders of securities included in such registration statement. Notwithstanding anything to the contrary herein, the registration
rights granted hereunder to the holders of Securities shall not be applicable for such times as such Underlying Shares may be
sold by the holder thereof without restriction pursuant to Section 144(b)(1) of the 1933 Act. In no event shall the liability
of any holder of Securities or permitted successor in connection with any Underlying Shares included in any such registration
statement be greater in amount than the dollar amount of the net proceeds actually received by Purchaser upon the sale of the
Underlying Shares sold pursuant to such registration or such lesser amount in proportion to all other holders of Securities included
in such registration statement. All expenses incurred by the Company in complying with Section 11, including, without limitation,
all registration and filing fees, printing expenses (if required), fees and disbursements of counsel and independent public accountants
for the Company, fees and expenses (including reasonable counsel fees) incurred in connection with complying with state securities
or “blue sky” laws, fees of the NASD, transfer taxes, and fees of transfer agents and registrars, are called “Registration
Expenses.” All underwriting discounts and selling commissions applicable to the sale of registrable securities are called
"Selling Expenses." The Company will pay all Registration Expenses in connection with the registration statement under
Section 11. Selling Expenses in connection with each registration statement under Section 11 shall be borne by the holder and
will be apportioned among such holders in proportion to the number of Shares included therein for a holder relative to all the
Securities included therein for all selling holders, or as all holders may agree.


 






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4.12
Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser
at a Closing under Applicable Law, including “Blue Sky” laws of the states of the United States, and shall provide
evidence of such actions promptly upon request of any Purchaser.


 


4.13
Subsequent Equity Sales. From the date hereof until the such time as the Notes are no longer outstanding the Company will
not, without the consent of the Purchaser, enter into any Equity Line of Credit or similar agreement, issue or agree to issue
floating or Variable Priced Equity Linked Instruments nor issue or agree to issue any of the foregoing or equity with price reset
rights (subject to adjustment for stock splits, distributions, dividends, recapitalizations and the like) (collectively, a “Variable
Rate Transaction”). For purposes hereof, “Equity Line of Credit” shall include any transaction involving
a written agreement between the Company and an investor or underwriter whereby the Company has the right to “put”
its securities to the investor or underwriter over an agreed period of time and at an agreed price or price formula, and “Variable
Priced Equity Linked Instruments” shall include: (A) any debt or equity securities which are convertible into, exercisable
or exchangeable for, or carry the right to receive additional shares of Common Stock or Common Stock Equivalents or any of the
foregoing at a price that can be reduced either (1) at any conversion, exercise or exchange rate or other price that is based
upon and/or varies with the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt
or equity security, or (2) with a fixed conversion, exercise or exchange price that is subject to being reset at some future date
at any time after the initial issuance of such debt or equity security due to a change in the market price of the Company’s
Common Stock since date of initial issuance, or upon the issuance of any debt, equity or Common Stock Equivalent, and (B) any
amortizing convertible security which amortizes prior to its maturity date, where the Company is required or has the option to
(or any investor in such transaction has the option to require the Company to) make such amortization payments in shares of Common
Stock which are valued at a price that is based upon and/or varies with the trading prices of or quotations for Common Stock at
any time after the initial issuance of such debt or equity security (whether or not such payments in stock are subject to certain
equity conditions). For purposes of determining the total consideration for a convertible instrument (including a right to purchase
equity of the Company) issued, subject to an original issue or similar discount or which principal amount is directly or indirectly
increased after issuance, the consideration will be deemed to be the actual net cash amount received by the Company in consideration
of the original issuance of such convertible instrument. For so long as the Notes are outstanding, the Company will not, without
the consent of the Purchaser, issue any Common Stock or Common Stock Equivalents to officers, directors, and employees of the
Company unless such issuance is an Exempt Issuance. For so long as any Notes are outstanding, the Company will not issue or amend
the terms of any securities or Common Stock Equivalents or of any agreement outstanding or in effect as of the date of this Agreement
pursuant to which same were or may be acquired without the consent of the Purchaser, if the result of such issuance or amendment
would be at an effective price per share of Common Stock less than the higher of the Conversion Price in effect at the time of
such issuance or amendment. The restrictions and limitations in this Section 4.13 are in addition to and shall apply whether or
not the Purchaser exercises its rights pursuant to Section 4.17 and Section 4.23.


 






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4.14
Due Diligence. The Company shall issue the Purchaser at the Closing number of shares of its Common Stock equal to 14% of
the Purchaser’s Subscription Amount priced at the closing price of the Common Stock on the day prior to the Closing as a
due diligence fee.


 


4.15
Reserved.


 


4.16
Certain Transactions and Confidentiality. Purchaser covenants that until such time as the transactions contemplated by
this Agreement are publicly disclosed by the Company pursuant to a press release or Form 8-K as described in Section 4.6, the
Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the
Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding anything contained in this
Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty
or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the
transactions contemplated by this Agreement are first publicly announced pursuant to a press release or Form 8-K as described
in Section 4.6, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company
in accordance with Applicable Law from and after the time that the transactions contemplated by this Agreement are first publicly
announced pursuant to a press release or Form 8-K, and (iii) no Purchaser shall have any duty of confidentiality to the Company
or its Subsidiaries after the filing of the Form 8-K. Notwithstanding the foregoing, in the case of the Purchaser that is a multi-managed
investment vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s assets and the portfolio
managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Purchaser’s
assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that
made the investment decision to purchase the Securities covered by this Agreement.


 


4.17
Participation in Future Financing.


 


(a)
Until one year after the Closing Date upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common
Stock Equivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders
of Common Stock (which may include extending such rights offering to holders of Notes), or (ii) an Exempt Issuance (each a “Subsequent
Financing”), the Purchaser shall have the right to participate in up to an amount of the Subsequent Financing equal
to one hundred percent (100%) of the Subsequent Financing (the “Participation Maximum”) pro rata to each other
in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing,
unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify the Purchaser of such
public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount
of such public offering without the approval of the lead underwriter of such underwritten public offering.


 






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(b)
At least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to the Purchaser a
written notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask
the Purchaser if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”).
Upon the request of the Purchaser, and only upon a request by the Purchaser, for a Subsequent Financing Notice, the Company shall
promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to the Purchaser. The
requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public
information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing,
the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing
is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.


 


(c)
Any Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than
5:30 p.m. (New York City time) on the tenth (10th) Trading Day after all of the Purchaser have received the Pre-Notice
that the Purchaser is willing to participate in the Subsequent Financing, the amount of the Purchaser’s participation, and
representing and warranting that the Purchaser has such funds ready, willing, and available for investment on the terms set forth
in the Subsequent Financing Notice. If the Company receives no such notice from the Purchaser as of such tenth (10th)
Trading Day, the Purchaser shall be deemed to have notified the Company that it does not elect to participate.


 


(d)
If by 5:30 p.m. (New York City time) on the tenth (10th ) Trading Day after all of the Purchaser have received the
Pre-Notice, notifications by the Purchaser of their willingness to participate in the Subsequent Financing (or to cause their
designees to participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may affect
the remaining portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice
and the Purchaser shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to
the Company consistent with the terms set forth in the Subsequent Financing Notice.


 


(e)
The Company must provide the Purchaser with a second Subsequent Financing Notice, and the Purchaser will again have the right
of participation set forth above in this Section 4.18, if the Subsequent Financing subject to the initial Subsequent Financing
Notice is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within sixty (60) Trading
Days after the date of the initial Subsequent Financing Notice.


 


(f)
The Company and the Purchaser agree that if any Purchaser elects to participate in the Subsequent Financing, the transaction documents
related to the Subsequent Financing shall not include any term or provision whereby the Purchaser shall be required to agree to
any restrictions on trading as to any of the Securities purchased hereunder (for avoidance of doubt, the securities purchased
in the Subsequent Financing shall not be considered securities purchased hereunder) or be required to consent to any amendment
to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior
written consent of the Purchaser.


 


(g)
Notwithstanding anything to the contrary in this Section 4.17 and unless otherwise agreed to by the Purchaser, the Company shall
either confirm in writing to the Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or
shall publicly disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such
that the Purchaser will not be in possession of any material, non-public information, by the seventeenth (17th) Trading
Day following delivery of the Subsequent Financing Notice. If by such seventeenth (17th) Trading Day, no public disclosure
regarding a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such
transaction has been received by the Purchaser, such transaction shall be deemed to have been abandoned and the Purchaser shall
not be deemed to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries.


  






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4.18
Purchaser’s Exercise Limitations. The Company shall not effect exercise of the rights granted in Sections 4.17 and
4.23 of this Agreement, and the Purchaser shall not have the right to exercise any portion of such rights granted in Sections
4.17 and 4.23 only to the extent that after giving effect to such exercise, the Purchaser, would beneficially own in excess of
the Beneficial Ownership Limitation (as defined in the Note), applied in the manner set forth in the Note. In such event the right
by Purchaser to benefit from such rights or receive shares in excess of the Beneficial Ownership Limitation shall be held in abeyance
until such times as such excess shares shall not exceed the Beneficial Ownership Limitation, provided the Purchaser complies with
the Purchaser’s other obligations in connection with the exercise by Purchaser of its rights pursuant to Sections 4.17 and
4.23.


 


4.19
Maintenance of Property/Insurance. The Company shall and shall cause each Subsidiary to keep all of its property, which
is necessary or useful to the conduct of its business, in good working order and condition, ordinary wear and tear excepted and
insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and
customary for the businesses of the Company and Subsidiary. From and after the Closing Date and for so long as any Securities
are held by the Purchaser, the Company will maintain directors and officers insurance coverage at least equal to the aggregate
Subscription Amount.


 


4.20
Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges
and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign entity in each jurisdiction
in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified
might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a
whole.


 


4.21
[Reserved]


 


4.22 Reimbursement.
If any Purchaser becomes involved in any capacity in any Proceeding by or against any Person who is a stockholder of the Company
(except as a result of sales, pledges, margin sales and similar transactions by the Purchaser to or with any current stockholder),
solely as a result of the Purchaser’s acquisition of the Securities under this Agreement, the Company will reimburse the
Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and travel in connection
therewith) incurred in connection therewith, as such expenses are incurred. The reimbursement obligations of the Company under
this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and
conditions to any Affiliates of the Purchaser who are actually named in such action, proceeding or investigation, and partners,
directors, agents, employees and controlling persons (if any), as the case may be, of the Purchaser and any such Affiliate, and
shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company,
the Purchaser and any such Affiliate and any such Person. The Company also agrees that neither the Purchaser nor any such Affiliates,
partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting
claims on behalf of or in right of the Company solely as a result of acquiring the Securities under this Agreement.


 






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4.23
Most Favored Nation Provision. From the date hereof and for so long as the Purchaser holds any Securities, in the event
that the Company issues or sells any Common Stock or Common Stock Equivalents, if the Purchaser then holding outstanding Securities
reasonably believes that any of the terms and conditions appurtenant to such issuance or sale are more favorable to such investors
than are the terms and conditions granted to the Purchaser hereunder, upon notice to the Company by the Purchaser within five
(5) Trading Days after disclosure of such issuance or sale, the Company shall amend the terms of this transaction as to the Purchaser
only so as to give the Purchaser the benefit of such more favorable terms or conditions. This Section 4.23 shall not apply with
respect to an Exempt Issuance. The Company shall provide the Purchaser with notice of any such issuance or sale not later than
ten (10) Trading Days before such issuance or sale.


 


4.24 Indebtedness.
For so long as any Note is outstanding, the Company will not incur any Indebtedness other than Permitted Indebtedness, without
the consent of the Purchaser.


 


4.25
Notice of Disqualification Events. The Company will notify the Purchaser in writing, prior to the Closing Date of (i) any
Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a
Disqualification Event relating to any Issuer Covered Person.


 


4.26 Duration
of Undertakings. Unless otherwise stated in this Article IV, all of the Company’s undertakings, obligations and
responsibilities set forth in Article IV of this Agreement shall remain in effect for so long as any Securities remain
outstanding.


 


ARTICLE
V.


 


MISCELLANEOUS


 


5.1
Termination. This Agreement may be terminated by any Purchaser by written notice to the Company, if the Closing has not
been consummated on or before the Termination Date.


  


5.2
Fees and Expenses. At the Closing, the Company has agreed to pay G&M for the legal fees in connection with G&M’s
representation of Purchaser in the amount of $5,000. Except as expressly set forth in the Transaction Documents and on Schedule
3.1(s), each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all
other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.
The Company shall reimburse Purchaser for all expenses incurred in connection with UCC, lien, judgment, tax and similar searches
conducted in connection with the Offering. The Company shall pay all Transfer Agent fees (including, without limitation, any fees
required for same-day processing of any instruction letter delivered by the Company and any conversion notice delivered by the
Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchaser.


 


5.3
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 






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5.4
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid,
or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder
shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting
facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where
such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during
normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by
express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first
occur. The addresses for such communications shall be: (i) if to the Company, to: Uppercut Brands Inc., 1086 Teaneck Road, Suite
3A, Teaneck, New Jersey 07666, and (ii) if to the Purchaser, to: the addresses and fax numbers indicated on the signature pages
hereto, with an additional copy by fax only to (which shall not constitute notice): Grushko & Mittman, P.C., 515 Rockaway
Avenue, Valley Stream, New York 11581, fax: (212) 697-3575.


 


5.5
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written
instrument signed, in the case of an amendment, by the Company and the Purchaser, or, in the case of a waiver, by the party against
whom enforcement of any such waived provision is sought. Whenever the term “consent of the Purchaser” or a similar
term is employed herein, it shall mean the consent of the Purchaser. No waiver of any default with respect to any provision, condition
or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default
or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise
any right hereunder in any manner impair the exercise of any such right.


 


5.6
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of the provisions hereof.


 


5.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of the Purchaser (other than by merger). Following a Closing, any Purchaser may assign any or all of its rights under
this Agreement to any Person to whom the Purchaser assigns or transfers any Securities, provided that such transferee agrees in
writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to
the “Purchaser.”


 


5.8
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
otherwise set forth in Section 4.10.


 






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5.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard
to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to
the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including
with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either
party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the
obligations of the Company under Section 4.10, the prevailing party in such action, suit or proceeding shall be reimbursed by
the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


 


5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other
party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by
facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if
such facsimile or “.pdf” signature page were an original thereof.


 


5.12
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


5.13
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar
provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under
a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then
the Purchaser may, at any time prior to the Company’s performance of such obligations, rescind or withdraw, in its sole
discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without
prejudice to its future actions and rights; provided, however, that in the case of a rescission of a conversion
of a Note, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded conversion
notice.


 


5.14
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances
shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement
Securities.


 






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5.15
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of
damages, the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties agree
that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained
in the Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


 


5.16
Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction
Document or the Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement
or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other
Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of
action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be
revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


5.17
Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever
claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now
or at any time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Purchaser in
order to enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in
any Transaction Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents
for payments in the nature of interest shall not exceed the maximum lawful rate authorized under Applicable Law (the “Maximum
Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of
them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction
Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to
the Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof,
the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from
the Closing Date thereof forward, unless such application is precluded by Applicable Law. If under any circumstances whatsoever,
interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction
Documents, such excess shall be applied by the Purchaser to the unpaid principal balance of any such indebtedness or be refunded
to the Company, the manner of handling such excess to be at the Purchaser’s election.


 


5.18
[Reserved].


 


5.19
Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under
the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated
damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial
liquidated damages or other amounts are due and payable shall have been canceled.


 


5.20
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right
required or granted herein shall not be a Business Day or Trading Day, as the case may be, then such action may be taken or such
right may be exercised on the next succeeding Business Day or Trading Day, as the case may be.


 






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5.21
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity
to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to
be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments
thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be
subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions
of the Common Stock that occur after the date of this Agreement.


 


5.22
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER
PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


5.23
Equitable Adjustment. Trading volume amounts, price/volume amounts, the amount of shares of Common Stock identified in
this Agreement, Conversion Price Underlying Shares and similar figures in the Transaction Documents shall be equitably adjusted
(but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement and
the Notes.


 


(Signature
Pages Follow)


 






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IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	Uppercut
    Brands INC.	 
	 	 
	By:	 	 
		

        Name:

        Title:
	 


 


 


 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


 


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 






    35


     


    

 


[PURCHASER
SIGNATURE PAGE TO UPPERCUT BRANDS INC.


 


SECURITIES
PURCHASE AGREEMENT]


  


IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


Name
of Purchaser:


 


Signature
of Authorized Signatory of Purchaser: __________________________________


 


Name
of Authorized Signatory: ____________________________________________________


 


Title
of Authorized Signatory: _____________________________________________________


 


Email
Address of Authorized Signatory: _____________________________________________


 


Facsimile
Number of Authorized Signatory: __________________________________________


 


State
of Residence of Purchaser: _________________________________________________


 


Address
for Notice to Purchaser:


 


Address
for Delivery of Securities to Purchaser (if not same as address for notice):


  


Subscription
Amount: US$                       


 


Note
principal amount: US $                       


 


Warrant
Shares: ________________


 



    36


     


    

 


EXHIBITS
AND SCHEDULES


  


	Exhibit
    A	Form
    of Note
	 	 
	Exhibit
    B	Warrant


 


 


37