ex10_1.htm


Exhibit 10.1


 



WAIVER AGREEMENT TO


SHARE EXCHANGE AGREEMENT







This Waiver Agreement (the “Waiver Agreement”) to the Share Exchange Agreement is made as of June 8, 2015 by and between Breathe Ecig Corp. (f/k/a DNA Precious Metals, Inc.), a Nevada corporation (the “Company”), Breathe, LLC, a Tennessee limited liability company (“Breathe LLC”),  Breathe eCig Corp., a Tennessee corporation (“Breathe Corporation”),  and the members of Breathe LLC and shareholders of Breathe Corporation set forth on the signature page hereto hereby waive certain obligations of the Company under the Share Exchange Agreement dated January 16, 2015 between the Parties (the “Original Agreement”).  Capitalized terms not defined in the Waiver Agreement shall have the meanings set forth in the Original Agreement.







BACKGROUND


 


WHEREAS, Sections 8(h) and 8(i) the Original Agreement provide for the potential issuance of up to 350,000,000 shares of the Company’s common stock, par value $0.001 (“Common Stock”) to the member and shareholders of Breathe LLC and Breathe Corporation, respectively (the “Performance Shares”); and


 


WHEREAS, in order to allow the Company to pursue additional financing options, each of the individuals executing this amendment agree to waive the Company’s obligations for the Performance Shares on the terms set forth on Schedule I hereto.


 


AGREEMENT


 


NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:


 


1.           Waiver of Performance Shares Obligations.  Each of the members and shareholders of Breathe LLC and Breathe Corporation, respectively, who are executing this Waiver Agreement hereby agree to waive each of their rights to the Performance Shares as set forth on Schedule I hereto.


 


2.           Continuing Effect of Original Agreement.  Except as expressly set forth in this Waiver Agreement, all other provisions and terms of the Original Agreement remain in full force and effect.


 


2.           Miscellaneous.


 


a.           Governing Law.  The terms of this Waiver Agreement shall be construed in accordance with the laws of the State of Nevada, as applied to contracts entered into by Nevada residents within the State of Nevada and to be performed entirely within the State of Nevada.


 


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


 




  





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c.           Notices.  All notices required or permitted hereunder shall be in writing and shall be given in the manner and to the addresses set forth in the Original Agreement.


 


d.           Modification; Waiver; Counterparts.  No modification or waiver of any provision of this Waiver Agreement or consent to the departure therefrom shall be effective without the written consent of the parties executing the same and then it shall be effective only in the specific instance and for the specific purpose for which it was given.  This Waiver Agreement may be executed in one or more counterparts, each of which will be deemed an original but all of which together shall constitute one and the same agreement.


 







 


[SIGNATURE PAGE FOLLOWS]


 




  





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                 In Witness Whereof, the parties hereto have caused this Waiver Agreement to the Share Exchange Agreement to be executed and as of the date reference above.


 




	
Breathe Ecig Corp., 


a Nevada corporation


	 	
 


	 	 
	 	 
	By:	/s/ Joshua Kimmel
	Name: 	
Joshua Kimmel


	Title: 	
Chief Executive Officer









 


 





	
Breathe, LLC


a Tennessee limited liability company


	 	
 


	 	 
	 	 
	By:	/s/ Joshua Kimmel
	Name: 	
Joshua Kimmel


	Title: 	Managing Member







 




 






	
Breathe eCig Corp.,


a Tennessee corporation


	 	
 


	 	 
	 	 
	By:	/s/ Joshua Kimmel
	Name: 	
Joshua Kimmel


	Title: 	President







 





 




	
Certain Selling Members:


	
 


	 
	/s/ Joshua Kimmel
	
Joshua Kimmel









 






	/s/ Greg D’Amico
	
Greg D’Amico







 


 



	/s/ Ollie Jones
	
Ollie Jones







 




  





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SCHEDULE I







CERTAIN SELLING MEMBERS













	
Name

	
Potential for Performance 


Shares Under Original 


Agreement

	
Potential for Performance Shares 


After Execution of Waiver 


Agreement


	
 


Joshua Kimmel

	
297,500,000

	
18,500,000


	
 


Greg D’Amico

	
17,500,000

	
2,500,000


	
 


Ollie Jones

	
7,000,000

	
1,000,000


	
 


Total

	
322,000,000

	
22,000,0001







 


                                                       

1 Note:  There remains the potential for the issuance of an additional 28,000,000 shares of Common Stock to the members and shareholders of Breathe LLC and Breathe Corporation who have not executed this Waiver Agreement for an aggregate potential requirement of the Company to issue 50,000,000 shares of Common Stock under the Performance Shares provisions of the Original Agreement.


 


 


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