0001213900-20-007000 Sample Contracts

COMMON STOCK PURCHASE WARRANT UPPERCUT brands, inc.
Uppercut Brands, Inc. • March 20th, 2020 • Apparel & other finishd prods of fabrics & similar matl

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Uppercut Brands, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, in the event that the Conversion Price is adjusted pursuant to 2(b) below, then upon each such adjustment the number of Warrant Shares issuable under this Warrant shall increase such that the aggregate Exercise Price immediately prior to such adjustment shall equal the aggregate Exercise Price immediately following

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 20th, 2020 • Uppercut Brands, Inc. • Apparel & other finishd prods of fabrics & similar matl • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November __, 2019, between Uppercut Brands, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 20th, 2020 • Uppercut Brands, Inc. • Apparel & other finishd prods of fabrics & similar matl

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November __, 2019, between Uppercut Brands, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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