Exhibit 10.3


 


SUBSCRIPTION AGREEMENT


 


SUBSCRIPTION AGREEMENT (this
“Agreement”) made as of the last date set forth on the signature page hereof between Uppercut Brands, Inc., a Delaware
corporation (the “Company”), and the undersigned (the “Subscriber”).


 


W I T N E S S E T H:


 


WHEREAS, the Company is conducting
a private offering (the “Offering”) with each share to be sold at a negotiated price of $0.01 per share (the “Offering
Price”);


 


WHEREAS, the Offering limited
number of “accredited investors” (as that term is defined by Rule 501(a) of Regulation D (“Regulation D”)
promulgated under the Securities Act of 1933, as amended (the “Securities Act”);


 


WHEREAS, the Company and
each Subscriber is executing and delivering this agreement in reliance upon the exemption from securities registration afforded
by Section 4(2) of the Securities Act and Rule 506 of Regulation D as promulgated by the SEC under the Securities Act; and


  


WHEREAS, the Subscriber desires
to purchase such number of shares of Common Stock as set forth on the signature page hereof on the terms and conditions hereinafter
set forth.


 


NOW, THEREFORE, in consideration
of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto do hereby agree as follows:


 


	I.	SUBSCRIPTION FOR SHARES AND REPRESENTATIONS BY SUBSCRIBER


 


1.1 Subject
to the terms and conditions hereinafter set forth (including Section 1.19 hereof), the Subscriber hereby subscribes for and agrees
to purchase from the Company, and the Company agrees to sell to the Subscriber, such number of shares of Common Stock as is set
forth on the signature page hereof. The purchase price is payable by wire transfer to the Company in accordance with the wire instructions
to be provided under separate cover or by personal or corporate check.


  


1.2 The
Subscriber understands acknowledges and agrees that, except as otherwise set forth in Section 3.2 herein or otherwise required
by law, that once irrevocable, the Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of
the Subscriber hereunder and that this Agreement and such other agreements shall survive the death or disability of the Subscriber
and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal
representatives and permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall
be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be
made by and be binding upon each such person and his/her heirs, executors, administrators, successors, legal representatives and
permitted assigns


 


1.3 The
Subscriber recognizes that the purchase of the Securities involves a high degree of risk including, but not limited to, the following:
(a) the Company has a limited operating history and requires substantial funds in addition to the proceeds of the Offering; (b)
an investment in the Company is highly speculative, and only investors who can afford the loss of their entire investment should
consider investing in the Company and the Securities; (c) the Subscriber may not be able to liquidate his, her or its investment;
(d) transferability of the Securities is extremely limited; (e) in the event of a disposition, the Subscriber could sustain the
loss of its entire investment; and (f) the Company has not paid any dividends since its inception and does not anticipate paying
any dividends.


 


1.4 At
the time such Subscriber was offered the Securities, it was, and as of the date hereof it is, an “accredited investor”
as defined in Rule 501(a) under the Securities Act, as indicated by the Subscriber’s responses to the investor questionnaire
attached as Exhibit A to this Agreement (the “Purchaser Questionnaire”), and that the Subscriber is able to
bear the economic risk of an investment in the Securities.


 






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1.5 The
Subscriber hereby acknowledges and represents that (a) the Subscriber has adequate means of providing for the Subscriber’s
current financial needs and contingencies, (b) the Subscriber has knowledge and experience in business and financial matters, prior
investment experience, including investment in securities that are non-listed, unregistered and/or not traded on a national securities
exchange or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation
D), attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and
to all other prospective investors in the Securities to evaluate the merits and risks of such an investment on the Subscriber’s
behalf; (c) the Subscriber recognizes the highly speculative nature of this investment; (d) the Subscriber is able to bear the
economic risk that the Subscriber hereby assumes, (e) the Subscriber could afford a complete loss of such investment in the Securities.


 


1.6 The
Subscriber hereby acknowledges receipt and careful review of this Agreement, and all other exhibits, annexes and appendices thereto
(collectively referred to as the “Offering Materials”), and has had access to the Company’s Annual Report on
Form 10-K and the exhibits thereto for the fiscal year ended December 31, 2019 (the “Form 10-K”), and all subsequent
periodic and current reports filed with the United States Securities and Exchange Commission (the “SEC”) as publicly
filed with and available at the website of the SEC which can be accessed at www.sec.gov, and hereby represents that the Subscriber
has been furnished by the Company during the course of the Offering with all information regarding the Company, the terms and conditions
of the Offering and any additional information that the Subscriber has requested or desired to know, and has been afforded the
opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning
the Company and the terms and conditions of the Offering; provided, however that no investigation performed by or on behalf of
the Subscriber shall limit or otherwise affect its right to rely on the representations and warranties of the Company contained
herein.


 


1.7  (a) In
making the decision to invest in the Securities, the Subscriber has relied solely upon the information provided by the Company
in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate
professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Securities
hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or entity in the course
of Subscriber’s consideration of an investment in the Securities other than the Offering Materials and the results of Subscriber’s
own independent investigation.


 


(b) The
Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Securities by the Company (or another person
whom the Subscriber believed to be an authorized agent or representative thereof) with whom the Subscriber had a prior substantial
pre-existing relationship and (ii) it did not learn of the offering of the Securities by means of any form of general solicitation
or general advertising, and in connection therewith, the Subscriber did not (A) receive or review any advertisement, article, notice
or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed
circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited
by any general solicitation or general advertising.


 


1.8 The
Subscriber hereby acknowledges that the Offering has not been reviewed by the SEC nor any state regulatory authority since the
Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act, pursuant to Section 4(2)
of the Securities Act and Rule 506 of Regulation D. The Subscriber understands that the Securities have not been registered under
the Securities Act or under any state securities or “blue sky” laws and agrees not to sell, pledge, assign or otherwise
transfer or dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities
or “blue sky” laws or unless an exemption from such registration is available.


  


1.9 The
Subscriber understands that the Securities have not been registered under the Securities Act by reason of a claimed exemption under
the provisions of the Securities Act that depends, in part, upon the Subscriber’s investment intention. In this connection,
the Subscriber hereby represents that the Subscriber is purchasing the Securities for the Subscriber’s own account for investment
and not with a view toward the resale or distribution to others; provided, however, that nothing contained herein shall constitute
an agreement by the Subscriber to hold the Securities for any particular length of time and the Company acknowledges that the Subscriber
shall at all times retain the right to dispose of its property as it may determine in its sole discretion, subject to any restrictions
imposed by applicable law. The Subscriber, if an entity, further represents that it was not formed for the purpose of purchasing
the Securities.


 






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1.10 The
Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities and, when issued,
the Warrant Shares, that such securities have not been registered under the Securities Act or any state securities or “blue
sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement.
The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the
transferability of such Securities. The legend to be placed on each certificate shall be in form substantially similar to the following:


 


1.11  


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE
SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT
AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY
HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


1.12 The
Subscriber hereby represents that the address of the Subscriber furnished by Subscriber on the signature page hereof is the Subscriber’s
principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity.


 


1.13   The
Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and deliver
this Agreement and to purchase the Securities. This Agreement constitutes the legal, valid and binding obligation of the Subscriber,
enforceable against the Subscriber in accordance with its terms.


 


1.14 If
the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement account,
Keogh Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing this Agreement
on behalf of such entity has been duly authorized by such entity to do so.


 


1.15 The
Subscriber acknowledges that if he or she is a Registered Representative of a Financial Industry Regulatory Authority (“FINRA”)
member firm, he or she must give such firm the notice required by the FINRA’s Rules of Fair Practice, receipt of which must
be acknowledged by such firm in the Purchaser Questionnaire.


 


1.15 Intentionally Omitted.


 


1.16    The
Subscriber agrees not to issue any public statement with respect to the Offering, Subscriber’s investment or proposed investment
in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written
consent, except such disclosures as may be required under applicable law.


 


1.17   The
Subscriber understands, acknowledges and agrees with the Company that this subscription may be rejected, in whole or in part, by
the Company, in the sole and absolute discretion of the Company, at any time before any Closing notwithstanding prior receipt by
the Subscriber of notice of acceptance of the Subscriber’s subscription.


 


1.18   The
Subscriber acknowledges that the information contained in the Offering Materials or otherwise made available to the Subscriber
is confidential and non-public and agrees that all such information shall be kept in confidence by the Subscriber and neither used
by the Subscriber for the Subscriber’s personal benefit (other than in connection with this subscription) nor disclosed to
any third party for any reason, notwithstanding that a Subscriber’s subscription may not be accepted by the Company; provided,
however, that (a) the Subscriber may disclose such information to its affiliates and advisors who may have a need for such information
in connection with providing advice to the Subscriber with respect to its investment in the Company so long as such affiliates
and advisors have an obligation of confidentiality, and (b) this obligation shall not apply to any such information that (i) is
part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes part of the public knowledge
or literature and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from
third parties without an obligation of confidentiality (except third parties who disclose such information in violation of any
confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered into
with the Company).


 






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1.19 Subscriber
understands that the Securities being offered and sold to it in reliance on specific exemptions from the registration requirements
of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and
such Subscriber’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such
Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of such Subscriber to
acquire the Securities. The Subscriber agrees to supply the Company, within five (5) days after the Subscriber receives the request
therefor from the Company, with such additional information concerning the Subscriber as the Company deems necessary or advisable


 


1.20    The
Subscriber understands that Rule 144 promulgated under the Act (“Rule 144”) requires, among other conditions, a minimum
holding period of six-months prior to the resale of securities acquired in a non-public offering without having to satisfy the
registration requirements under the Act. The Subscriber understands and hereby acknowledges that the Company is under no obligation
to register the Securities under the Act or any state securities or “blue sky” laws or to assist the Subscriber in
obtaining an exemption from various registration requirements, other than as set forth herein.


 


1.21    The
Subscriber agrees to hold the Company and its directors, officers, employees, controlling persons and agents (including the Placement
Agent and its managers, members, officers, directors, employees, counsel, controlling persons and agents) and their respective
heirs, representatives, successors and assigns harmless from and to indemnify them against all liabilities, costs and expenses
incurred by them as a result of (i) any misrepresentation made by the Subscriber contained in this Agreement (including Article
VII hereunder) or breach of any warranty by the Subscriber in this Agreement or in any Exhibits or Schedules attached hereto; (ii)
any untrue statement of a material fact made by the Subscriber and contained herein; or (iii) after any applicable notice and/or
cure periods, any breach or default in performance by the Subscriber of any covenant or undertaking to be performed by the Subscriber
hereunder, or any other Offering Materials entered into by the Company and Subscriber relating hereto. Notwithstanding the foregoing,
in no event shall the liability of the Subscriber hereunder be greater than the aggregate subscription amount paid for the Securities
as set forth on the signature page hereto.


 


1.22    If
the Subscriber is purchasing the Securities in a fiduciary capacity for another person or entity, including without limitation
a corporation, partnership, trust or any other entity, the Subscriber has been duly authorized and empowered to execute this Agreement
and all other subscription documents, and such other person fulfills all the requirements for purchase of the Securities as such
requirements are set forth herein, concurs in the purchase of the Securities and agrees to be bound by the obligations, representations,
warranties and covenants contained herein. Upon request of the Company, the Subscriber will provide true, complete and current
copies of all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the satisfaction
of the foregoing.


 


	II.	REPRESENTATIONS BY AND COVENANTS OF THE COMPANY


 


The Company hereby represents
and warrants to the Subscriber that:


 


2.1 Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has full corporate power and authority to own and use its properties and its assets and conduct
its business as currently conducted. Each of the Company’s subsidiaries (the “Subsidiaries”) is an entity duly
organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation with the requisite corporate
power and authority to own and use its properties and assets and to conduct its business as currently conducted. Neither the Company,
nor any of its Subsidiaries is in violation of any of the provisions of their respective articles of incorporation, by-laws or
other organizational or charter documents, including, but not limited to the Charter Documents (as defined below). Each of the
Company and its Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation 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 result in a direct and/or indirect (i) material adverse
effect on the legality, validity or enforceability of any of the Securities and/or this Agreement, (ii) material adverse effect
on the results of operations, assets, business, condition (financial and other) or prospects of the Company and its Subsidiaries,
taken as a whole, or (iii) material adverse effect on the Company’s ability to perform in any material respect on a timely
basis its obligations under the Offering Materials (as defined below) (any of (i), (ii) or (iii), a “Material Adverse Effect”).


 






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2.2 Capitalization
and Voting Rights. As of the date of the filing of the Company’s Annual Report on Form 10-K with the SEC, the Company
is authorized to issue 100,000,000 shares of common stock, of which, 23,604,207 shares were issued and outstanding, and 5,000,000
shares of “blank check” preferred stock authorized, of which 1,000,000 have been designated as Series A Convertible
Preferred Stock of which 4,000 are issued and outstanding, and 2,000 have been designated as Series B Convertible Preferred Stock
of which 115 are issued and outstanding. All issued and outstanding shares of capital stock of the Company are validly issued,
fully paid and nonassessable. Except as set forth in the Memorandum or in the SEC Reports (as defined below), (i) there are no
outstanding securities of the Company or any of its Subsidiaries which contain any preemptive, redemption or similar provisions,
nor is any holder of securities of the Company or any Subsidiary entitled to preemptive or similar rights arising out of any agreement
or understanding with the Company or any Subsidiary by virtue of any of the Offering Materials, and there are no contracts, commitments,
understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the
Company or any of its Subsidiaries; (ii) neither the Company nor any Subsidiary has any stock appreciation rights or "phantom
stock" plans or agreements or any similar plan or agreement; and (iii) there are no outstanding options, warrants, agreements,
convertible securities, preemptive rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock
of the Company or any Subsidiary or contracts, commitments, understandings, or arrangements by which the Company or any Subsidiary
is or may become bound to issue any shares of capital stock of the Company or any Subsidiary, or securities or rights convertible
or exchangeable into shares of capital stock of the Company or any Subsidiary. Except as set forth in SEC Reports and as otherwise
required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant
to the Company’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments
to which the Company is a party or by which the Company is bound. All of the issued and outstanding shares of capital stock of
the Company are validly issued, fully paid and nonassessable and the shares of capital stock of the Subsidiaries are owned by the
Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions (collectively, “Encumbrances”).
All of such outstanding capital stock has been issued in compliance with applicable federal and state securities laws. The issuance
and sale of the Securities, as contemplated hereby, will not obligate the Company to issue shares of Common Stock or other securities
to any other person (other than the Subscribers) and will not result in the adjustment of the exercise, conversion, exchange or
reset price of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill”
or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence
of certain events.


 


2.3 Authorization;
Enforceability. The Company has all corporate right, power and authority to enter into, execute and deliver this Agreement
and each other agreement, document, instrument and certificate to be executed by the Company in connection with the consummation
of the transactions contemplated hereby, including, but not limited to the Offering Materials, and to perform fully its obligations
hereunder and thereunder. All corporate action on the part of the Company, its directors and stockholders necessary for the (a)
authorization execution, delivery and performance of this Agreement and the Offering Materials by the Company; and (b) authorization,
sale, issuance and delivery of the Securities contemplated hereby and the performance of the Company’s obligations under
this Agreement and the Offering Materials has been taken. This Agreement and the Offering Materials have been duly executed and
delivered by the Company and each constitutes a legal, valid and binding obligation of the Company, enforceable against the Company
in accordance with its respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief
of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of
public policy. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Offering Materials,
will be duly and validly issued, fully paid and nonassessable, free and clear of all Encumbrances other than restrictions on transfer
provided for in the Offering Materials.


 


2.4 No
Conflict; Governmental Consents.


 


(a) The
execution and delivery by the Company of this Agreement and the Offering Materials, the issuance and sale of the Securities (including,
when issued, the Warrant Shares) and the consummation of the other transactions contemplated hereby or thereby do not and will
not (i) result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court
or governmental authority to or by which the Company is bound including without limitation all foreign, federal, state and local
laws applicable to its business and all such laws that affect the environment, except in each case as could not have or reasonably
be expected to result in a Material Adverse Effect, (ii) conflict with or violate any provision of the Company’s Articles
of Incorporation (the “Articles”), as amended or the Bylaws, (and collectively with the Articles, the “Charter
Documents”) of the Company, and (iii) conflict with, or result in a material breach or violation of, any of the terms or
provisions of, or constitute (with or without due notice or lapse of time or both) a default or give to others any rights of termination,
amendment, acceleration or cancellation (with or without due notice, lapse of time or both) under any agreement, credit facility,
lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any
Subsidiary is a party or by which any of them is bound or to which any of their respective properties or assets is subject, nor
result in the creation or imposition of any Encumbrances upon any of the properties or assets of the Company or any Subsidiary.


 


(b) No
approval by the holders of Common Stock, or other equity securities of the Company is required to be obtained by the Company in
connection with the authorization, execution, delivery and performance of this Agreement and the other Offering Materials or in
connection with the authorization, issue and sale of the Securities and, upon issuance, the Shares, except as has been previously
obtained.


 


(c) Except
as set forth on Schedule 2.4 hereto, no consent, approval, authorization or other order of any governmental authority or
any other person is required to be obtained by the Company in connection with the authorization, execution, delivery and performance
of this Agreement and the other Offering Materials or in connection with the authorization, issue and sale of the Securities and,
upon issuance, the Shares, except such post-sale filings as may be required to be made with the SEC, FINRA and with any state or
foreign blue sky or securities regulatory authority, all of which shall be made when required.


 









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2.5 Consents
of Third Parties. No vote, approval or consent of any holder of capital stock of the Company or any other third parties is
required or necessary to be obtained by the Company in connection with the authorization, execution, deliver and performance of
this Agreement and the other Offering Materials or in connection with the authorization, issue and sale of the Securities and,
upon issuance, except as previously obtained, each of which is in full force and effect.


 


2.6 SEC
Reports; Financial Statements. The Company has filed all reports required to be filed by it under the Securities Act and Securities
Exchange Act of 1934 (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, for the twenty-four
months preceding the date hereof (or such shorter period as the Company was required by law to file such reports) (the foregoing
materials being collectively referred to herein as the "SEC Reports" and, together with the Schedules to this Agreement
(if any), the "Disclosure Materials") on a timely basis or has timely filed a valid extension of such time of filing
and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports
complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations
of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or
omitted 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, not misleading. The financial statements of the Company included in the SEC Reports
comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto
as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting
principles applied on a consistent basis during the periods involved, except as may be otherwise specified in such financial statements
or the footnotes thereto, and fairly present in all material respects the financial position of the Company and its consolidated
Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject,
in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 


2.7 Licenses.
Except as otherwise set forth in the SEC Reports, the Company and its Subsidiaries have sufficient licenses, permits and other
governmental authorizations currently required for the conduct of their respective businesses or ownership of properties and is
in all material respects in compliance therewith.


 


2.8 Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,
except where the failure to possess such permits could 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


 


2.9 Litigation.
Except as set forth in the SEC Reports, the Company knows of no pending or threatened legal or governmental proceedings against
the Company or any Subsidiary which could materially adversely affect the business, property, financial condition or operations
of the Company and its Subsidiaries, taken as a whole, or which materially and adversely questions the validity of this Agreement
or the other Offering Materials or the right of the Company to enter into this Agreement and the other Offering Materials, or to
perform its obligations hereunder and thereunder. Neither the Company nor any Subsidiary is a party or subject to the provisions
of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality which could materially
adversely affect the business, property, financial condition or operations of the Company and its Subsidiaries taken as a whole.
There is no action, suit, proceeding or investigation by the Company or any Subsidiary currently pending in any court or before
any arbitrator or that the Company or any Subsidiary intends to initiate. Neither the Company nor any Subsidiary, nor any director
or officer thereof, is or since the Form 10-K 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 Company’s knowledge,
there is not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer
of the Company.


 


2.10 Brokers.
Except as set forth in the Memorandum or as set forth on Schedule 2.10, neither the Company nor any of the Company's officers,
directors, employees or stockholders has employed or engaged any broker or finder in connection with the transactions contemplated
by this Agreement and no fee or other compensation is or will be due and owing to any broker, finder, underwriter, placement agent
or similar person in connection with the transactions contemplated by this Agreement. The Company is not party to any agreement,
arrangement or understanding whereby any person has an exclusive right to raise funds and/or place or purchase any debt or equity
securities for or on behalf of the Company.


 






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2.11 Intellectual
Property; Employees.


 


(a) The
Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed
to be conducted, without any known infringement of the rights of others as described in the SEC Reports and which the failure to
so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Except as disclosed
in the Memorandum and the SEC Reports, there are no material outstanding options, licenses or agreements of any kind relating to
the Intellectual Property Rights, nor is the Company bound by or a party to any material options, licenses or agreements of any
kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information and
other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the purchase
of “off the shelf” or standard products. The Company has not received any written communications alleging that the
Company has violated or, by conducting its business as presently proposed to be conducted, would violate any Intellectual Property
Rights of any other person or entity. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy,
confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect


 


(b) Except
as disclosed in the SEC Reports, the Company is not aware that any of its employees is obligated under any contract (including
licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court
or administrative agency, that would interfere with their duties to the Company or that would conflict with the Company’s
business as presently conducted.


 


(c) Neither
the execution nor delivery of this Agreement, nor the carrying on of the Company’s business by the employees of the Company,
nor the conduct of the Company’s business as presently conducted, will, to the Company’s knowledge, conflict with or
result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument
under which any employee is now obligated.


 


(d) To
the Company’s knowledge, no employee of the Company, nor any consultant with whom the Company has contracted, is in violation
of any term of any employment contract, proprietary information agreement or any other agreement relating to the right of any such
individual to be employed by, or to contract with, the Company because of the nature of the business conducted by the Company;
and to the Company’s knowledge the continued employment by the Company of its present employees, and the performance of the
Company’s contracts with its independent contractors, will not result in any such violation. The Company has not received
any written notice alleging that any such violation has occurred. Except as described in the Memorandum, no employee of the Company
has been granted the right to continued employment by the Company or to any compensation following termination of employment with
the Company except for any of the same which would not have a Material Adverse Effect on the business of the Company. The Company
is not aware that any officer, key employee or group of employees intends to terminate his, her or their employment with the Company,
nor does the Company have a present intention to terminate the employment of any officer, key employee or group of employees.


 


2.12 Title
to Properties and Assets; Liens, Etc. Except as described in the SEC Reports, the Company has good and marketable title to
its properties and assets, including the properties and assets reflected in the most recent balance sheet included in the Company’s
financial statements, and good title to its leasehold estates, in each case subject to no Encumbrances, other than (a) those resulting
from taxes which have not yet become delinquent; and (b) Encumbrances which do not materially detract from the value of the property
subject thereto or materially impair the operations of the Company; and (c) those that have otherwise arisen in the ordinary course
of business, none of which are material. The Company is in compliance with all material terms of each lease to which it is a party
or is otherwise bound.


 


2.13 Obligations
to Related Parties. Except as described in the SEC Reports, there are no obligations of the Company to officers, directors,
stockholders, or employees of the Company other than (a) for payment of salary or other compensation for services rendered, (b)
reimbursement for reasonable expenses incurred on behalf of the Company and (c) for other standard employee benefits made generally
available to all employees (including stock option agreements outstanding under any stock option plan approved by the Board of
Directors of the Company). Except as disclosed in the SEC Reports, none of the officers or directors of the Company and, to the
Company’s knowledge, none of the employees of the Company is presently a party to any transaction with the Company or any
Subsidiary (other than as holders of stock options and/or warrants, and 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, or otherwise requiring payments to or from any officer, director or such employee or, to the Company’s
knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee or partner.


 






    -7-


     


    

 


2.14 Material
Changes. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically
disclosed in the SEC Reports, (i) there has been no event, occurrence or development that has had or that could reasonably be expected
to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than
(A) trade payables, accrued expenses and other liabilities 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 generally accepted accounting
principles or required to be disclosed in filings made with the SEC, (iii) the Company has not altered its method of accounting
or the identity of its auditors, (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 existing Company stock
option plans. The Company does not have pending before the SEC any request for confidential treatment of information.


 


2.15 Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Offering Materials, the Company
confirms that neither it nor any other person acting on its behalf has provided the Subscriber or its agents or counsel with any
information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms
that the Subscriber will rely on the foregoing representation in effecting transactions in securities of the Company. All disclosure
furnished by or on behalf of the Company to the Subscriber regarding the Company, its business and the transactions contemplated
hereby, including the Disclosure Schedules to this Agreement, 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 together the SEC Reports 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, in light of the circumstances
under which they were made and when made, not misleading.


 


2.16 Bad
Actor Disqualification


 


(a) No
Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities
Act ("Regulation D Securities"), none of the Company, any of its predecessors, any affiliated issuer, any director, executive
officer, other officer of the Company participating in the offering, 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 Placement Agent and the Subscriber a copy of any disclosures provided thereunder.


 


(b) Other
Covered Persons. The Company is not aware of any person that (i) has been or will be paid (directly or indirectly) remuneration
for solicitation of purchasers in connection with the sale of the Securities and (ii) who is subject to a Disqualification Event.  


 


(c) Notice
of Disqualification Events. The Company will notify the Placement Agent in writing 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, prior to any Closing of this Offering.


  


	III.	TERMS OF SUBSCRIPTION


 


3.1 The
Company reserves the right to reject any subscription made hereby, in whole or in part, in their sole discretion. The Company’s
agreement with each Subscriber is a separate agreement and the sale of the Securities to each Subscriber is a separate sale.


 






    -8-


     


    

 


3.2 All
funds shall be deposited in the account identified in Section 1.1 hereof.


 


3.3 Certificates
representing the Common Stock purchased by the Subscriber pursuant to this Agreement will be prepared for delivery to the Subscriber
as soon as practicable following the Closing at which such purchase takes place. The Subscriber hereby authorizes and directs the
Company to deliver the certificates representing the Securities purchased by the Subscriber pursuant to this Agreement directly
to the Subscriber’s residential or business or brokerage house address indicated on the signature page hereto.


 


3.4 The
Company’s agreement with each Subscriber is a separate agreement and the sale of Securities to each Subscriber is a separate
sale.


  


	IV.	CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBER


 


4.1 The
Subscriber’s obligation to purchase the Securities at the Closing at which such purchase is to be consummated is subject
to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each
Subscriber to the extent permitted by law:


 


(a) Representations
and Warranties; Covenants. The representations and warranties made by the Company in Section 2 hereof qualified as to materiality
shall be true and correct at all times prior to and on the Closing Date, except to the extent any such representation or warranty
expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier
date, and, the representations and warranties made by the Company in Section 2 hereof not qualified as to materiality shall be
true and correct in all material respects at all times prior to and on the Closing Date, except to the extent any such representation
or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in
all material respects as of such earlier date. All covenants, agreements and conditions contained in this Agreement to be performed
by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respects.


 


(b) No
Legal Order Pending. There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated
by this Agreement.


 


(c) No
Law Prohibiting or Restricting Such Sale. There shall not be in effect any law, rule or regulation prohibiting or restricting
such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Securities (except
as otherwise provided in this Agreement).


 


(d) Required
Consents. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or
appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated
by the Offering Materials, all of which shall be in full force and effect.


 


(e)  
   Adverse Changes. Since the date of execution of this Agreement, no event or series of events shall have occurred
that reasonably could have or result in a Material Adverse Effect.


 


(f)  No
Suspensions of Trading in Common Stock; Listing. Except as disclosed in Section 2.22 of this Agreement, trading in the Common
Stock shall not have been suspended by the SEC or any trading market (except for any suspensions of trading of not more than one
trading day solely to permit dissemination of material information regarding the Company) at any time since the date of execution
of this Agreement, and the Common Stock shall have been at all times since such date listed or quoted for trading on the Company’s
principal trading market.


 


(g) Blue
Sky. The Company shall have completed qualification for the Securities under applicable Blue Sky laws.


 


(h) Disclosure
Schedules. The Company shall have delivered to the Subscriber a copy of its Disclosure Schedules qualifying any of the representations
and warranties contained in Section 2.


 






    -9-


     


    

 


	V.	COVENANTS OF THE COMPANY


 


5.1 Intentionally
left blank


 


5.2 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, 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 and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under
such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement securities.
If a replacement certificate or instrument evidencing any securities is requested due to a mutilation thereof, the Company may
require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.


 


	VI.	LOCK-UP


 


6.1 Lock-Up
Agreement for New Securities.  The Subscriber hereby agrees that it will not, without the prior written consent of the
Company, during the period commencing on the date of this Agreement and ending on the one year anniversary of the final prospectus
relating to the next registration by the Company for its own behalf or on behalf of others of shares of its Common Stock or any
other equity securities under the Securities Act on a registration statement on Form S-1, (i) lend; offer; pledge; sell; contract
to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant
to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible
into or exercisable or exchangeable (directly or indirectly) for common stock (whether such shares or any such securities are then
owned by the Subscriber or are thereafter acquired) or (ii) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in
clause (i) or (ii) above is to be settled by delivery of common stock or other securities, in cash, or otherwise.  The Subscriber
further agrees to execute such agreements as may be reasonably requested by the Company that are consistent with this Section or
that are necessary to give further effect thereto..


 


 


	VII.	MISCELLANEOUS


 


7.1 Any
notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail,
return receipt requested, or delivered by hand against written receipt therefor, addressed as follows:


 


if to the Company,
to it at:


 


Uppercut Brands, Inc.


560 Sylvan Avenue, Suite 3160


Engelwood Cliffs, NJ 07632


Attn: Eric Weisblum, Chief Executive Officer


  


if to the Subscriber, to the Subscriber’s
address indicated on the signature page of this Agreement.


 


Notices shall be deemed to have been given or
delivered on the date of receipt.


 


7.2 Except
as otherwise provided herein, this Agreement shall not be changed, modified or amended except by a writing signed by the parties
to be charged, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed
by the party to be charged. 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.


 






    -10-


     


    

 


7.3 This
Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives,
successors and assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of Subscriber (other than by merger). Subscriber may assign any or all of its rights under this Agreement to any person
to whom Subscriber 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 Offering Materials.


 


7.4 The
Offering Materials, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect
to the subject matter hereof 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. The Placement Agent shall be deemed
a third party beneficiary of the representation and warrants and covenants made by the Company and the Subscribers in the Offering
Documents.


 


7.5 Upon
the execution and delivery of this Agreement by the Subscriber and the Company, this Agreement shall become a binding obligation
of the Subscriber with respect to the purchase of Securities as herein provided, subject, however, to the right hereby reserved
by the Company to enter into the same agreements with other Subscriber and to reject any subscription, in whole or in part, provided
the Company returns to Subscriber any funds paid by Subscriber with respect to such rejected subscription or portion thereof, without
interest or deduction.


 


7.6 All
questions concerning the construction, validity, enforcement and interpretation of the Offering Materials 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 Offering Materials (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, 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 Offering Materials),
and hereby irrevocably waives, and agrees not to assert in any suit, action 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.


 


7.7 In
order to discourage frivolous claims the parties agree that unless a claimant in any proceeding arising out of this Agreement succeeds
in establishing his claim and recovering a judgment against another party (regardless of whether such claimant succeeds against
one of the other parties to the action), then the other party shall be entitled to recover from such claimant all of its/their
reasonable legal costs and expenses relating to such proceeding and/or incurred in preparation therefor.


 


7.8 The
holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect
any other provision of this Agreement, which shall remain in full force and effect. If any provision of this Agreement shall be
declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such provision
shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law and the remaining
conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent
they are valid, legal and enforceable, and no provisions shall be deemed dependent upon any other covenant or provision unless
so expressed herein.


 


7.9 The
representations, warranties, covenants and agreements contained in this Agreement, shall survive the Closing of the transactions
contemplated by this Agreement and the delivery of the Securities for the applicable statute of limitations.


 


7.10 It
is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a
waiver of any subsequent breach by that same party.


 






    -11-


     


    

 


7.11 The
Company agrees to execute and deliver all such further documents, agreements and instruments and take such other and further action
as may be necessary or appropriate to carry out the purposes and intent of this Agreement.


 


7.12 This
Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument. 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.


 


7.13 Nothing
in this Agreement shall create or be deemed to create any rights in any person or entity not a party to this Agreement.


 


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


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]


 



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	DOLLAR SUBSCRIPTION $_______________ 	 	= ______________ NUMBER OF SHARES	 
	 	 	 	 
	 	 	 	 
	Signature	 	Signature (if purchasing jointly)	 
	 	 	 	 
	 	 	 	 
	Name Typed or Printed 	 	Name Typed or Printed	 
	 	 	 	 
	 	 	 	 
	Title (if Subscriber is an Entity)	 	Title (if Subscriber is an Entity)	 
	 	 	 	 
	 	 	 	 
	Entity Name (if applicable)  	 	Entity Name (if applicable	 
	 	 	 	 
	 	 	 	 
	Address	 	Address	 
	 	 	 	 
	 	 	 	 
	City, State and Zip Code	 	City, State and Zip Code	 
	 	 	 	 
	 	 	 	 
	Telephone-Business 	 	Telephone-Business	 
	 	 	 	 
	 	 	 	 
	Telephone-Residence	 	Telephone-Residence	 
	 	 	 	 
	 	 	 	 
	Facsimile-Business	 	Facsimile-Business	 
	 	 	 	 
	 	 	 	 
	Facsimile-Residence	 	Facsimile-Residence	 
	 	 	 	 
	 	 	 	 
	Tax ID # or Social Security #	 	Tax ID # or Social Security #	 
	 	 	 	 
	 	 	 	 
	E-Mail Address	 	E-Mail Address	 


 


	Name in which securities should be issued: 	 	 	 
	 	 	 	 


 


	Dated:	 	, 2020	 
	 	 	 	 


 


This Subscription Agreement
is agreed to and accepted as of ________________, 2020.


 


	 	UPPERCUT BRANDS, INC.
	 	 
	 	By:___________________________________
	 	Name:
	 	Title:




 






    -13-


     


    

 


CERTIFICATE OF SIGNATORY


 


(To be completed if Securities are


being subscribed for by an entity)


  


I, ____________________________, am the ____________________________
of __________________________________________ (the “Entity”).


 


I certify that I am empowered and duly authorized
by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the shares of Securities,
and certify further that the Subscription Agreement has been duly and validly executed on behalf of the Entity and constitutes
a legal and binding obligation of the Entity.


 


IN WITNESS WHEREOF, I have set my hand this
________ day of _________________, 20__


  


	 	 	 
			(Signature)



 






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Exhibit A


 


ACCREDITED INVESTOR CERTIFICATION


 


For Individual Investors Only


(All individual investors must INITIAL
where appropriate. Where there are joint investors 


both parties must INITIAL):


	Initial _______ 	I certify that I have a “net worth” of at least $1 million either individually or through aggregating my individual holdings and those in which I have a joint, community property or other similar shared ownership interest with my spouse. For purposes of calculating net worth under this paragraph, (i) the primary residence shall not be included as an asset, (ii) to the extent that the indebtedness that is secured by the primary residence is in excess of the fair market value of the primary residence, the excess amount shall be included as a liability, and (iii) if the amount of outstanding indebtedness that is secured by the primary residence exceeds the amount outstanding 60 days prior to the execution of this Subscription Agreement, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability.


 


	Initial _______	I certify that I have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect my income (or joint income, as appropriate) to reach the same level in the current year.


 


For Non-Individual
Investors


(all Non-Individual
Investors must INITIAL where appropriate):


 


	Initial _______	The undersigned certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons who meet either of the criteria for Individual Investors, above.


 


	Initial _______	The undersigned certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at least $5 million and was not formed for the purpose of investing in Company.


 


	Initial _______	The undersigned certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is a bank, savings and loan association, insurance company or registered investment adviser.


 


	Initial _______	The undersigned certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of the Subscription Agreement.


 


	Initial _______	The undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons who meet either of the criteria for Individual Investors, above.


 


	Initial _______	The undersigned certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its individual or fiduciary capacity.
	 	 


 


	Initial _______	The undersigned certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934.


 


	Initial _______	The undersigned certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets exceeding $5,000,000 and not formed for the specific purpose of investing in Company.
	 	 


 


	Initial _______	The undersigned certifies that it is a trust with total assets of at least $5,000,000, not formed for the specific purpose of investing in Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment.


 


	Initial _______	The undersigned certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality thereof, for the benefit of its employees, and which has total assets in excess of $5,000,000.


 


	Initial _______	The undersigned certifies that it is an insurance company as defined in §2(a)(13) of the Securities Act of 1933, as amended, or a registered investment company.


 









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UPPERCUT BRANDS, INC.


Purchaser Questionnaire


(Must be completed by Purchaser)


 


Section A - Individual Purchaser Information


 


Purchaser Name(s): _____________________________________________________________________________________________


 


Individual executing Profile or Trustee: _______________________________________________________________________________


 


Social Security Numbers / Federal I.D. Number: ________________________________________________________________________


 


Date of Birth: _________________       Marital Status:
_________________


 


Joint Party Date of Birth:_________________


Investment Experience (Years): ___________


 


Annual Income: _________________


Liquid Net Worth:_____________


 


Net Worth: ________________


 


	Investment Objectives (circle one or more):	Long Term Capital Appreciation, Short Term Trading, Businessman’s Risk, Income, Safety of Principal, Tax Exempt Income or other


 


Home Street Address: ______________________________________________________________________________


 


Home City, State & Zip Code: ________________________________________________________________________


 


Home Phone: ________________________      Home Fax:
_____________________


 


Home Email: _______________________________


 


Employer: _______________________________________________________________________________


 


Employer Street Address: ___________________________________________________________________


 


Employer City, State & Zip Code: _____________________________________________________________________


 


Bus. Phone: __________________________        
   Bus. Fax: _______________________


 


Bus. Email: ________________________________


 


Type of Business: __________________________________________________________________________________


 


Please check if you are a FINRA member or affiliate of a FINRA member
firm: ________________________________


 






    -16-


     


    

 


UPPERCUT BRANDS, INC.


Purchaser Questionnaire


(Must be completed by Purchaser)


 


Section B – Entity Purchaser Information


 


Purchaser Name(s): ____________________________________________________________________________________________


 


Authorized Individual executing Profile or Trustee: _______________________________________________________________________


 


Social Security Numbers / Federal I.D. Number: _________________________________________________________________________


 


Investment Experience (Years): ___________


 


Annual Income: _______________


 


Net Worth: ________________


 


Was the Entity formed for the specific purpose of purchasing the
Common Stock?


☐ Yes      ☐ No


 


Principal Purpose (Trust)______________________________________


 


Type of Business: ________________________________________________________


 


	Investment Objectives (circle one or more):	Long Term Capital Appreciation, Short Term Trading, Businessman’s Risk, Income, Safety of Principal, Tax Exempt Income or other


 


Street Address: _____________________________________________________________________________


 


City, State & Zip Code: _______________________________________________________________________


 


Phone: ________________________          
    Fax: ________________________


 


Email: __________________________


 


Please check if you are a FINRA member or affiliate of a FINRA member
firm: __________________________




 


 


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