Exhibit 10.3


 


LOCK-UP AGREEMENT


 


April 28, 2020


 


Re: Securities Purchase Agreement Dated
April 28, 2020 (the “Purchase Agreement”) among the Company and the Purchasers (as defined in the Purchase Agreement)


 


Ladies and Gentlemen:


 


The undersigned
irrevocably agrees with the Company that, from the date hereof until twelve (12) months following April 28, 2020, the undersigned
will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed
to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition
due to cash settlement or otherwise) by the undersigned or any Affiliate (as defined in the Purchase Agreement) of the undersigned
or any person in privity with the undersigned or any Affiliate of the undersigned), directly or indirectly, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), with respect to, any shares of common stock of the Company
or securities convertible, exchangeable or exercisable into, shares of common stock of the Company beneficially owned, held or
hereafter acquired by the undersigned (the “Securities”). Beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company shall impose irrevocable stop-transfer instructions
preventing the transfer agent of the Company from effecting any actions in violation of this letter agreement.


 


The undersigned
acknowledges that the execution, delivery and performance of this letter agreement is a material inducement to each Purchaser to
perform under the Purchase Agreement and that each Purchaser (which shall be a third party beneficiary of this letter agreement)
and the Company shall be entitled to specific performance of the undersigned’s obligations hereunder. The undersigned hereby
represents that the undersigned has the power and authority to execute, deliver and perform this letter agreement, that the undersigned
has received adequate consideration therefor and that the undersigned will indirectly benefit from the closing of the transactions
contemplated by the Purchase Agreement.


 


This letter agreement
shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict
of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting
in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit,
action or proceeding arising out of or relating to this letter agreement, and hereby waives, and agrees not to assert in any such
suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit,
action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The
undersigned hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under the Purchase Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. The undersigned hereby
waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right to serve process in
any manner permitted by law. The undersigned agrees and understands that this letter agreement does not intend to create any relationship
between the undersigned and each Purchaser and that no issuance or sale of the Securities is created or intended by virtue of
this letter agreement. 


 


This letter agreement
shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor or assign shall
enter into a similar agreement for the benefit of the Purchasers.


 


*** SIGNATURE PAGE FOLLOWS***


 




     


     


    

 


 


This letter agreement
may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.


 


		 
	Signature	 
	 	 
		 
	Print Name	 
	 	 
		 
	Position in Company, if any	 
	 	 
	Address for Notice:	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Number of shares of Common Stock	 


 


	  
	Number of shares of Common Stock underlying subject to warrants, options, debentures or other convertible securities


 


By signing below, the
Company agrees to enforce the restrictions on transfer set forth in this letter agreement.


 


	UPPERCUT BRANDS, INC.	 
	 	 	 
	By: 	            	 
	Name:	 	 
	Title: