Exhibit 10.5


 


ASSIGNMENT OF DEBT AGREEMENT


 


THIS ASSIGNMENT OF DEBT
AGREEMENT (this “Agreement”) dated this 1st day of March 2016.


 


Between:






GHS Investments, LLC, a Nevada limited
liability company


(“ASSIGNEE")


 


AND:


Redwood Management, LLC, a Florida limited liability
company located at


16850 Collins Ave., Suite 112-341,


Sunny Isles, Florida 33160


 


RDW Capital, LLC, a Florida limited liability company
located at


16850 Collins Ave., Suite 112-341,


Sunny Isles, Florida 33160


 


Redwood Fund III, LLC, a Florida limited liability company
located at


16850 Collins Ave., Suite 112-341,


Sunny Isles, Florida 33160


 


("ASSIGNORS")


 


AND:


VAPE Holdings, Inc., located at


5304 Derry Ave.,

Unit C


Agoura Hills, CA 91301


 


("DEBTOR")


 


WHEREAS:






A. Debtor is currently indebted to Assignor for $91,024 pursuant
to that certain "Unsecured Convertible Promissory Note" dated February 10, 2015, as amended ("Note");






B. Assignee wish to purchase $91,024 worth
of outstanding balance owing pursuant to the Unsecured Note, Debtor consents to the transaction as contemplated herein, and Assignors
wishes to assign and transfer unto Assignee $91,024 of convertible debt ("Assigned Debt") upon the terms and conditions
contained in this Agreement and supporting documents (attached).


 






    Assignment of Debt Agreement [Page 1 of 8]


     


    

 


NOW THEREFORE THIS AGREEMENT WITNESSES
that in consideration of the premises, mutual promises, representations and warranties contained herein and for other good
and valuable consideration, the receipt of which are acknowledged, and subject to the terms and conditions hereinafter set
out, the parties agree as follows:


 


1. ASSIGNMENT OF THE DEBT 


 


1.1 Assignors grants, transfers and sets over unto Assignee its
right, title and interest in and to the Assigned Debt, including, without limitation, all rights, benefits and advantages of Assignors
to be derived herefrom and all burdens, obligations and liabilities to be derived thereunder, in consideration of the premises
and the consideration set out in Section 1.2.






1.2. Assignee is purchasing the $91,024 worth
of convertible debt for $91,024 (the “Purchase Price”). The Purchase Price is payable by Assignee to Assignors via
wire transfer of immediately available funds as follows: (a) $91,024 upon execution of this Agreement.


 


2. REPRESENTATIONS, WARRANTIES AND COVENANTS
OF ASSIGNORS


 


2.1 Assignors represents, warrants and covenants to Assignee that:






(a) the above premises are true and complete;


 


(b) Assignors is duly organized and validly
existing under the laws of the jurisdiction of its formation, and has the requisite power and authority to enter into this Agreement
and perform its obligations hereunder and each other document contemplated hereby to which Assignors is or will be a party and
to consummate the transactions contemplated hereby and thereby;


 


(c) The execution, delivery and performance
by Assignors of this Agreement and the transactions contemplated hereby (i) have been duly authorized by all necessary officers,
managers or members of Assignors, (ii) do not contravene the terms of Assignors’ organizational documents, or any amendment
thereof, (iii) do not materially violate, conflict with or result in any material breach or contravention of, or the creation of
any lien under, any contractual obligation of Assignors or any requirement of law applicable to Assignors, and (iv) do not materially
violate any orders of any governmental authority against, or binding upon, Assignors to the knowledge of Assignors;


 


(d) This Agreement has been duly executed and
delivered by Assignors and constitutes the legal, valid and binding obligations of Assignors, enforceable against Assignors in
accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable
principles relating to enforceability (regardless of whether considered in a proceeding at law or in equity);


 


(e) Assignors is an “Accredited Investor”
within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect;


 






    Assignment of Debt Agreement [Page 2 of 8]


     


    

 


(f) There are no brokerage commissions, finder’s
fees or similar fees or commissions payable by any party in connection with the transactions contemplated hereby based on any agreement,
arrangement or understanding with Assignors or any action taken by Assignors;


 


(g) the full amount of the Assigned Debt is
due and owing by Debtor to Assignors; and


 


(h) Assignors now has a lawful right, full
power and absolute authority to assign its/an unencumbered right, title and interest in and to the Assigned Debt in the manner
setout in Article 1 hereof, according to the true intent and meaning of this Agreement.


 


2.2 The representations, warranties and covenants
contained in Section 2.1 are provided for the exclusive benefit of Assignee and a breach of any one or more thereof may be waived
by Assignee in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any other
representation or warranty or covenant. Any representations, warranties and covenants contained in Article 2 will survive the signing
of this Agreement.


 


3. REPRESENTATIONS, WARRANTIES AND COVENANTS
OF ASSIGNEE


 


3.1 Assignee represents, warrants and covenants to Assignors that:






(a) The above premises are true and complete;


 


(b) Assignee is duly organized and validly
existing under the laws of the jurisdiction of its formation, and has the requisite power and authority to enter into this Agreement
and perform its obligations hereunder and each other document contemplated hereby to which Assignee is or will be a party and to
consummate the transactions contemplated hereby and thereby;


 


(c) The execution, delivery and performance
by Assignee of this Agreement and the transactions contemplated hereby (i) have been duly authorized by all necessary officers,
managers or members of Assignee, (ii) do not contravene the terms of Assignee’s organizational documents, or any amendment
thereof, (iii) do not materially violate, conflict with or result in any material breach or contravention of, or the creation of
any lien under, any contractual obligation of Assignee or any requirement of law applicable to Assignee, and (iv) do not materially
violate any orders of any governmental authority against, or binding upon, Assignee to the knowledge of Assignee;


 


(d) This Agreement has been duly executed and
delivered by Assignee and constitutes the legal, valid and binding obligations of Assignee, enforceable against Assignee in accordance
with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance
or transfer, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles
relating to enforceability (regardless of whether considered in a proceeding at law or in equity);


 






    Assignment of Debt Agreement [Page 3 of 8]


     


    

 


(e) Assignee understands that the Assigned
Debt will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) at the time of purchase
and, therefore, cannot be resold unless it is registered under the Securities Act and applicable state securities laws or unless
an exemption from such registration requirements is available. Assignee is aware that Debtor is under no obligation to effect any
such registration with respect to the Assigned Debt or to file for or comply with any exemption from registration. Assignee has
not been formed solely for the purpose of making this investment and is purchasing the Assigned Debt for its own account for investment,
not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof. Assignee has such
knowledge and experience in financial and business matters that Assignee is capable of evaluating the merits and risks of such
investment, is able to incur a complete loss of such investment and is able to bear the economic risk of such investment for an
indefinite period of time;


 


(f) Assignee is an “Accredited Investor”
within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect;


 


(g) There are no brokerage commissions, finder’s
fees or similar fees or commissions payable by any party in connection with the transactions contemplated hereby based on any agreement,
arrangement or understanding with Assignee or any action taken by Assignee;


 


(h) Assignee has been furnished with, and has
had access to, such information as it considers necessary or appropriate for deciding whether to enter into this Agreement, and
Assignee has had an opportunity to ask questions and receive answers from Debtor and its officers concerning Debtor’s financial
situation, business, prospects, and any other matter that Assignee has deemed relevant or important in determining whether to enter
into this Agreement. Among other things, Assignee is aware that Debtor’s business prospects are speculative. Assignee has
had the opportunity to consult with counsel of its choosing with respect to this Agreement and the Assigned Debt. No representations
or warranties have been made to Assignee by Assignors, or any of its respective officers, employees, agents, sub-agents, affiliates
or subsidiaries, other than the representations of Assignors contained herein, and in purchasing the Assigned Debt hereunder, Assignee
is not relying upon any representations of Assignors other than those contained herein; and


 


(i) Assignee is aware that its purchase of
the Assigned Debt pursuant to this Agreement is a speculative investment that is subject to the risk of complete loss.  Assignee
is able, without impairing Assignee’s financial condition, to suffer a complete loss of such investment in Debtor.


 


(j) Assignee acknowledges and agrees that it
shall be solely responsible to obtain any legal opinion necessary to clear shares of common stock issuable to Assignee upon any
conversion of the Assigned Debt.


 


3.2 The representations, warranties and covenants
contained in Section 3.1 are provided for the exclusive benefit of Assignors and a breach of any one or more thereof may be waived
by Assignors in whole or in part at any time without prejudice to its rights in respect to any other breach of the same or any
other representation or warranty or covenant. Any representations, warranties and covenants contained in Article 3 will survive
the signing of this Agreement.


 






    Assignment of Debt Agreement [Page 4 of 8]


     


    

 


4. CONSENT OF DEBTOR


 


4.1 Debtor, having received no additional
consideration for this Assignment, agrees and consents to the assignment of Assignors' interests in the Assigned
Debt to Assignee pursuant to the terms and conditions of this Agreement.


 


4.2 Debtor represents, warrants and covenants
to Assignee that (a) the full amount of the Assigned Debt is due and owing at the time of this Agreement, and (b) the Assigned
Debt has not been prepaid in full or in part.


 


4.3 Debtor agrees that Assignee is entitled
to convert the debt and make demand for any and all documentation needed to assign, convert, sell and/or transfer the Assigned
Debt.


 


4.4. Debtor agrees to take any action required
to accommodate any of the rights assigned to Assignee in this Agreement.


 


5. MISCELLANEOUS


 


5.1 This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Agreement (or its signature
page thereof) will be deemed to be an executed original thereof.


 


5.2 No failure or delay on the part of a party
hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or
remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to a party
hereto at law, in equity or otherwise. Any amendment, supplement or modification of or to any provision of this Agreement, any
waiver of any provision of this Agreement, and any consent to any departure by Assignors or Assignee from the terms of any provision
of this Agreement, shall be effective (a) only if it is made or given in writing and signed by Assignors and Assignee, and (b)
only in the specific instance and for the specific purpose for which made or given.


 


5.3 If any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason,
the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall
not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits
of the remaining provisions hereof.


 


5.4 This Agreement, together with all other
documents contemplated hereunder, are intended by the parties as a final expression of their agreement and intended to be a complete
and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein
and therein. There are no restrictions, promises, representations, warranties or undertakings, other than those set forth or referred
to herein or therein. This Agreement and all such other contemplated documents supersede all prior agreements and understandings
between the parties with respect to such subject matter.


 






    Assignment of Debt Agreement [Page 5 of 8]


     


    

 


5.5 Assignee acknowledges and agrees that
neither Assignors nor any of its officers, directors, representatives or agents has made any representations or warranties to
Assignee or any of its agents, representatives, officers, directors, managers, members or employees except as expressly set
forth in this Agreement, and, in making its decision to enter into the transactions contemplated by this Agreement, Assignee
is not relying on any representation, warranty, covenant or promise of Assignors or its officers, directors, agents or
representatives other than as set forth in this Agreement.


 


5.6 All issues and questions concerning
the construction, validity, enforcement and interpretation of this Agreement and the exhibits hereto shall be governed by,
and construed in accordance with, the laws of the State of California without giving effect to any choice of law or conflict
of law rules or provisions (whether of the State of California or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of California. In furtherance of the foregoing, the internal law of the
State of California shall control the interpretation and construction of this Agreement (and all exhibits hereto), even
though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other
jurisdiction would ordinarily apply.


 


5.7 Each party hereto submits to the
exclusive jurisdiction of any state or federal court sitting in the State of California in any proceeding arising out of or
relating to this Agreement and agrees that all claims in respect of the proceeding may be heard and determined in any such
court and hereby expressly submits to the exclusive personal jurisdiction and venue of such court for the purposes hereof and
expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each party hereto
hereby irrevocably consents to the service of process of any of the aforementioned courts in any such proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to its address as set forth herein, such service
to become effective ten (10) days after such mailing.


 


5.8 If any action at law or in equity is
brought by a party to enforce or interpret the terms of this Agreement or any other document contemplated hereby, the
Prevailing Party (defined below) shall be entitled to reasonable attorneys’ fees, costs and disbursements, in addition
to any other relief to which such party may be entitled. “Prevailing Party” shall mean the party in any
litigation or enforcement action that prevails in the highest number of final rulings, counts or judgments adjudicated by a
court of competent jurisdiction.


 


5.9 This Agreement is the mutual product of
the parties hereto, and each provision hereof has been subject to the mutual consultation, negotiation and agreement of each of
the parties, and shall not be construed for or against any party hereto.


 






    Assignment of Debt Agreement [Page 6 of 8]


     


    

 


SIGNATURE PAGE TO FOLLOW


 


IN WITNESS WHEREOF this agreement was signed
by the parties hereto as of the day and year first above written.


 


DEBTOR (VAPE Holdings, Inc.)


 


/s/ Justin Braune





 






AUTHORIZED SIGNATORY – (Name and
Title: Justin Braune, CEO)


 


ASSIGNOR (Redwood Management, LLC)


 


/s/ Gary Rogers





 






AUTHORIZED SIGNATORY – (Name and Title:
Gary Rogers, Manager)


 


ASSIGNOR (RDW Capital, LLC)


 


/s/ John DeNobile





 






AUTHORIZED SIGNATORY – (Name and Title:
John DeNobile, Manager)


 


ASSIGNOR (Redwood Fund III, LLC)


 


/s/ Gary Rogers





 






AUTHORIZED SIGNATORY – (Name and Title:
Gary Rogers, Manager)


 


ASSIGNEE (GHS Investments, LLC)


 


/s/ Mark Grober





 






AUTHORIZED SIGNATORY– (Name and
Title: Mark Grober, Member)


 






    Assignment of Debt Agreement [Page 7 of 8]


     


    

 


ADDENDUM #1


 


AMOUNTS PURCHASED


 


	Redwood Fund III, Ltd.	 	$	74,112.18	 
	Redwood Management, LLC	 	$	11,677.97	 
	RDW Capital, LLC	 	$	5,233.85	 





 


 


Assignment of Debt Agreement [Page 8 of 8]