Exhibit 10.2


 


EXCHANGE
AGREEMENT


 


EXCHANGE
AGREEMENT (the “Agreement”) is made as of the ___ day of April 2020, by and between Uppercut Brands,
Inc., a Delaware corporation (the “Company”), and the investor signatory hereto (the “Investor”).


 


WHEREAS,
the Investor was issued shares of Series B Convertible Preferred Stock (“Series B Preferred Stock”)
of the Company pursuant to a securities purchase agreement entered into on November 29, 2019 (the “Purchase Agreement”);


 


WHEREAS,
the Investor holds a number of shares of Series B Preferred Stock of the Company set forth an on the Investor’s signature
page attached hereto;


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and in reliance on Section 3(a)(9) of the Securities Act of 1933,
as amended (the “Securities Act”) and/or Section 4(a)(2) of the Securities Act, the Company desires
to exchange with the Investor, and the Investor desires to exchange with the Company, all shares of Series B Preferred Stock for
shares of newly issued common stock of the Company, par value $0.0001 per share (the “Common Stock”), on the basis
of one share of Common Stock for each $0.08 of Stated Value (as defined in the Series B Preferred Stock Certificate of Designations)
of Series B Preferred Stock being exchanged; and


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration
of the premises and the mutual agreements, representations and warranties, provisions and covenants contained herein, the parties
hereto, intending to be legally bound hereby, agree as follows:


 


1.
Exchange; Waiver. On Closing Date (as defined below), subject to the terms and conditions of this Agreement, the Investor
shall, and the Company shall, pursuant to Section 3(a) (9) of the Securities Act and/or 4(a)(2) of the Securities Act, exchange
all shares of Series B Preferred Stock held by the Investor for shares of Common Stock on the basis of one share of Common Stock
for each $0.08 of Stated Value (as defined in the Series B Preferred Stock Certificate of Designations) of Series B Preferred
Stock being exchanged. Subject to the conditions set forth herein, the exchange of the shares of Series B Preferred Stock for
the shares of Common Stock shall take place at the offices of the Company, within 2 Trading Days of the date hereof, or at such
other time and place as the Company and the Investor mutually agree (the “Closing” and such date, the
“Closing Date”). At the Closing, the following transactions shall occur (such transaction an “Exchange”):


 


1.1
On the Closing Date, in exchange for the shares of Series B Preferred Stock, the Company shall deliver shares of Common Stock
to the Investor or its designee in accordance with the Investor’s delivery instructions set forth on the Investor signature
page hereto. Upon receipt of the shares of Common Stock in accordance with this Section 1.1, all of the Investor’s rights
under the shares of Series B Preferred Stock shall be extinguished. The Investor shall tender to the Company the shares of Series
B Preferred Stock within three Trading Days (as defined below) of the Closing Date.


 






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1.2
On the Closing Date, the Investor shall be deemed for all corporate purposes to have become the holder of record of the shares
of Common Stock, and the shares of Series B Preferred Stock shall be deemed for all corporate purposes to have been cancelled,
irrespective of the date such shares of Common Stock are delivered to the Investor in accordance herewith. Until the shares of
Series B Preferred Stock have been delivered to the Company, the Investor shall bear the risk that they are acquired by a bona
fide purchaser with no notice of the Investor’s and the Company’s claims.


 


As
used herein, “Common Stock” means the common stock of the Company, par value $0.001 per share, and any
other class of securities into which such securities may hereafter be reclassified or changed.


 


As
used herein, “Person” means an individual or corporation, 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.


 


As
used herein, “Trading Day” means any day on which the Common Stock is traded on the principal securities
exchange or securities market on which the Common Stock is then traded.


 


1.3
The Company and the Investor shall execute and/or deliver such other documents and agreements as are customary and reasonably
necessary to effectuate the Exchanges, including, at the request of the Company or its transfer agent, executed stock powers in
customary form.


 


1.4
Investor hereby waive any compliance by the Company with Sections 4.12, 4.13 and 4.17 of the Purchase Agreement in connection
with the transactions contemplated by this Agreement.


 


2.
Closing Conditions.


 


2.1
Conditions to Investor’s Obligations. The obligation of the Investor to consummate the Exchange is subject to the
fulfillment, to the Investor’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:


 


(a)
Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall be
true and correct in all material respects on the date hereof and on and as of the Closing Date as if made on and as of such date.


 


(b)
No Actions. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit or obtain substantial damages
in respect of, this Agreement or the consummation of the transactions contemplated by this Agreement.


 


(c)
Proceedings and Documents. All proceedings in connection with the transactions contemplated hereby and all documents and
instruments incident to such transactions shall be satisfactory in substance and form to the Investor, and the Investor shall
have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.


 


(d)
Consents. The Company shall have obtained all required consents.


 






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2.2
Conditions to the Company’s Obligations. The obligation of the Company to consummate the Exchange is subject to the
fulfillment, to the Company’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:


 


(a)
Representations and Warranties. The representations and warranties of the Investor contained in this Agreement shall be
true and correct in all material respects on the date hereof and on and as of the Closing Date as if made on and as of such date.


 


(b)
No Actions. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed
before any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit, or obtain substantial damages
in respect of, this Agreement or the consummation of the transactions contemplated by this Agreement.


 


(c)
Proceedings and Documents. All proceedings in connection with the transactions contemplated hereby and all documents and
instruments incident to such transactions shall be satisfactory in substance and form to the Company and the Company shall have
received all such counterpart originals or certified or other copies of such documents as the Company may reasonably request.


 


3.
Representations and Warranties of the Company. The Company hereby represents and warrants to Investor that:


 


3.1
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 Nevada. The Company is duly qualified to transact business and is in good standing in
each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.


 


3.2
Authorization. All corporate action on the part of the Company, its officers, directors and stockholders necessary for
the authorization, execution and delivery of this Agreement and the performance of all obligations of the Company hereunder, and
the authorization (or reservation for issuance of), the Exchanges, and the issuance of the shares of Common Stock, have been taken
on or prior to the date hereof.


 


3.3
Valid Issuance of the Shares. The Shares, when issued and delivered in accordance with the terms of this Agreement, for
the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable.


 


3.4
Compliance With Laws. The Company has not violated any law or any governmental regulation or requirement which violation
has had or would reasonably be expected to have a material adverse effect on its business and the Company has not received written
notice of any such violation.


 


3.5
Consents; Waivers. No consent, waiver, approval or authority of any nature, or other formal action, by any Person, not
already obtained, is required in connection with the execution and delivery of this Agreement by the Company or the consummation
by the Company of the transactions provided for herein and therein.


 






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3.6
Acknowledgment Regarding Investor’s Purchase of Securities. The Company acknowledges and agrees that the Investor
is acting solely in the capacity of arm’s length Investor with respect to this Agreement and the other documents entered
into in connection herewith (collectively, the “Transaction Documents”) and the transactions contemplated
hereby and thereby and that the Investor is not (i) an officer or director of the Company, (ii) an “affiliate” of
the Company (as defined in Rule 144 promulgated under the Securities Act), or (iii) to the knowledge of the Company, a “beneficial
owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange
Act of 1934, as amended). The Company further acknowledges that the Investor is not 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 hereby
and thereby, and any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents
and the transactions contemplated hereby and thereby is merely incidental to the Investor’s acceptance of the shares of
Common Stock. The Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents
has been based solely on the independent evaluation by the Company and its representatives.


 


3.7
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, selfregulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting
the Company, the Securities or any of the Company’s officers or directors in their capacities as such.


 


3.8
RESERVED.


 


3.9
Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Company is a party have
been duly and validly authorized, executed and delivered on behalf of the Company and shall constitute the legal, valid and binding
obligations of the Company enforceable against the Company in accordance with their respective terms, except as such enforceability
may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.
The execution, delivery and performance by the Company of this Agreement and each Transaction Document to which the Company is
a party and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation
of the organizational documents of the Company or (ii) conflict with, or constitute a default (or an event which with notice or
lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Company is a party or by which it is bound, or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws)
applicable to the Company, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations
hereunder.


 






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3.10
Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or
its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic
information. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions
in the shares of Common Stock.


 


3.11
Bring-Down of Representations and Warranties. All legal and factual representations and warranties made by the Company
to the Investor in any prior agreements pursuant to which the shares of Series B Preferred Stock were originally issued are accurate
and complete in all material respects as of the date hereof, unless as of a specific date therein in which case they shall be
accurate as of such date (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect
(as defined in such agreements), in all respects).


 


3.12
No Commission Paid. Neither the Company nor any of its affiliates nor any Person acting on behalf of or for the benefit
of any of the foregoing, has paid or given, or agreed to pay or give, directly or indirectly, any commission or other remuneration
(within the meaning of Section 3(a) (9) of the Securities Act and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder) for soliciting the Exchange.


 


3.13
Tacking of Common Stock. The Company acknowledges and agrees that in accordance with Rule 144(d)(3)(ii) of the Securities
Act, the shares of Common Stock shall take on the characteristics of the Series B Preferred Stock, and the holding period of the
Common Stock (and shares of Common Stock thereunder) being issued may be tacked on to the holding period of the Series B preferred
Stock.  The Company agrees not to take any position contrary to this Section 3.13.


 


4.
Representations and Warranties of the Investor. The Investor hereby represents, warrants and covenants that:


 


4.1
Authorization. The Investor has full power and authority to enter into this Agreement, to perform its obligations hereunder
and to consummate the transactions contemplated hereby and has taken all action necessary to authorize the execution and delivery
of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated hereby.


 


4.2
Investment Experience. The Investor can bear the economic risk of its investment in the Securities, and has such knowledge
and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the
shares of Common Stock.


 






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4.3
Information. The Investor and its advisors, if any, have been furnished with all materials relating to the business, finances
and operations of the Company and materials relating to the offer and issuance of the shares of Common Stock which have been requested
by the Investor. The Investor has had the opportunity to review the Company’s filings with the Securities and Exchange Commission.
The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries
nor any other due diligence investigations conducted by the Investor or its advisors, if any, or its representatives shall modify,
amend or affect the Investor’s right to rely on the Company’s representations and warranties contained herein. The
Investor understands that its investment in the shares of Common Stock involves a high degree of risk. The Investor has sought
such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its
acquisition of the shares of Common Stock. The Investor is relying solely on its own accounting, legal and tax advisors, and not
on any statements of the Company or any of its agents or representatives, for such accounting, legal and tax advice with respect
to its acquisition of the shares of Common Stock and the transactions contemplated by this Agreement.


 


4.4
No Governmental Review. The Investor understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the shares of Common Stock or the fairness or
suitability of the investment in the Shares nor have such authorities passed upon or endorsed the merits of the offering of the
shares of Common Stock.


 


4.5
Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Investor is a party have
been duly and validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal, valid and binding
obligations of the Investor enforceable against the Investor in accordance with their respective terms, except as such enforceability
may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.
The execution, delivery and performance by the Investor of this Agreement and each Transaction Document to which the Investor
is a party and the consummation by the Investor of the transactions contemplated hereby and thereby will not (i) result in a violation
of the organizational documents of the Investor or (ii) conflict with, or constitute a default (or an event which with notice
or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or
cancellation of, any agreement, indenture or instrument to which the Investor is a party, or (iii) result in a violation of any
law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable
to the Investor, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Investor to perform its obligations
hereunder.


 


4.6
Bring-Down of Representations and Warranties. All legal and factual representations and warranties made by the Investor
to the Company in any prior agreements pursuant to which the shares of Series B Preferred Stock were originally issued are accurate
and complete in all material respects as of the date hereof, unless as of a specific date therein in which case they shall be
accurate as of such date (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect
(as defined in such agreements), in all respects).


 






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5.
Additional Covenants.


 


5.1
Disclosure. The Company shall, on or before 9:30 a.m., New York City time, on the fourth business day after the date of
this Agreement, issue a Current Report on Form 8-K (the “8-K Filing”) disclosing all material terms
of the transactions contemplated hereby. From and after the issuance of the 8-K Filing, the Investor shall not be in possession
of any material, nonpublic information received from the Company or any of its respective officers, directors, employees or agents
that is not disclosed in the 8-K Filing. The Company shall not, and shall cause its officers, directors, employees and agents,
not to, provide the Investor with any material, nonpublic information regarding the Company from and after the filing of the 8-K
Filing without the express written consent of the Investor. The Company shall not disclose the name of the Investor in any filing,
announcement, release or otherwise, unless such disclosure is required by law or regulation. In addition, effective upon the filing
of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,
whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates,
employees or agents, on the one hand, and the Investor or any of its affiliates, on the other hand, shall terminate.


 


5.2
Fees and Expenses. 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.


 


5.3
Lock-Up Agreement for New Securities.  The Investor 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 earlier of (i) one year from the
date of this Agreement and (ii) the six month 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 Investor 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 Investor 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.


 






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6.
Miscellaneous.


 


6.1
Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to
the benefit of and be binding upon the parties hereto and the respective successors and assigns of the parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective successors
and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.


 


6.2
Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law
or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state or 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, 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 brought in an inconvenient forum or that the venue of such suit, action or
proceeding is improper. 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 to such party at the address for such 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 manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


6.3
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered
in construing or interpreting this Agreement.


 


6.4
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered pursuant to the terms of the March Purchase Agreement and
the August Purchase Agreement.


 


6.5
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent
of the Company and the Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon Investor
and the Company, provided that no such amendment shall be binding on a holder that does not consent thereto to the extent such
amendment treats such party differently than any party that does consent thereto.


 






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6.6
Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision
shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded
and shall be enforceable in accordance with its terms.


 


6.7
Entire Agreement. This Agreement represents the entire agreement and understanding between the parties concerning the Exchange
and the other matters described herein and therein and supersede and replaces any and all prior agreements and understandings
solely with respect to the subject matter hereof and thereof.


 


6.8
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.


 


6.9
Interpretation. Unless the context of this Agreement clearly requires otherwise, (a) references to the plural include the
singular, the singular the plural, the part the whole, (b) references to any gender include all genders, (c) “including”
has the inclusive meaning frequently identified with the phrase “but not limited to” and (d) references to “hereunder”
or “herein” relate to this Agreement.


 


6.10
No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 


6.11
Survival. The representations, warranties and covenants of the Company and the Investor contained herein shall survive
the Closing and delivery of the shares of Common Stock.


 


6.12
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


6.13
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied against any party.


 


[SIGNATURES
ON THE FOLLOWING PAGES]


 




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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


 


	 	THE COMPANY
	 	 
	 	UPPERCUT BRANDS, INC.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	         




 




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IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


 


INVESTOR


 


Name
of Investor: ________________________________________________________


 


Signature
of Authorized Signatory of Investor: __________________________________


 


Name
of Authorized Signatory: ____________________________________________________


 


Title
of Authorized Signatory: _____________________________________________________


 


Email
Address of Authorized Signatory: _____________________________________________


 


Address
for Delivery of Shares to Investor:___________________________________________


 


Series
B Preferred Stock: _____________________


 


 


 


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