Exhibit
10.5


 


Vapor
Corp.


3001
Griffin Road,


Dania
Beach, Florida 33312


 


June
19, 2015


 


To the Investors
Identified on Exhibit A


 


	 	Re:	Vapor Corp. -
	 	 	Securities Purchase Agreement dated March 3, 2015


 


Gentlemen:


 


The
purpose of this letter agreement is to outline and confirm our prior discussions. Within this letter agreement we will be referencing
the Securities Purchase Agreement dated as of November 14, 2014 (the “2014 Agreement”) and the Securities Purchase
Agreement dated as of March 3, 2015 (the “2015 Agreement”), between Vapor Corp., a Delaware corporation (“the
Company”), you and other investors. While your agreement under this letter agreement is limited to the 2015 Agreement, it
is only effective if (i) sufficient investors sign this letter agreement agreeing to amend the 2015 Agreement pursuant to Section
5.5 thereof, and (ii) sufficient investors sign similar letter agreements agreeing to amend the 2014 Agreement pursuant to Section
5.5 thereof. The letter agreements provided to the investors under the 2014 Agreement will be substantively similar to this letter
agreement. The number of shares of the Company’s common stock and warrants issuable upon effectiveness of this letter agreement
to each investor under either the 2014 Agreement or the 2015 Agreement shall vary and be pro rata based upon a fraction in which
the numerator is the amount such investor invested under the 2014 Agreement or 2015 Agreement, as applicable, and the denominator
is the total gross proceeds received by the Company under the 2014 Agreement and the 2015 Agreement (“Pro Rata Basis”)
except as indicated on Exhibit A. The actual number of shares of common stock and warrants issuable to you is set forth
on Exhibit A. The warrants shall be exercisable at the greater of (i) the closing price of the Company’s common stock
as of the date of this letter agreement and (ii) $0.505. The exercise price will be modified in connection with stock splits,
stock dividends, combinations and similar events. The warrant exercise price will be subject to standard lower price issuance
anti-dilution adjustment, subject to shareholder approval. The form of warrant is annexed as Exhibit B. The holders of
the Common Stock and the warrants (and the investors receiving shares of Common Stock and warrants under the 2014 Agreement) are
granted the registration rights described in the form of Registration Rights Agreement annexed hereto as Exhibit C, with
respect to the Common Stock and the warrant shares issuable upon exercise of such warrants.


 


You
acknowledge that you are still an accredited investor under Regulation D of the Securities Act of 1933 and that you are acquiring
the shares of common stock and warrants for investment and not with a view to distribution.


 




    	 



    	 



    

 


The
amendments agreed to in this letter agreement shall apply only as long as the Company’s common stock trades on the Nasdaq
Stock Market or the New York Stock Exchange (including the NYSE MKT), or any successors to these national securities exchanges
(any, a “Stock Exchange”) and further provided no action permitted to be taken pursuant to this letter agreement or
otherwise results in a delisting from the principal Stock Exchange for the common stock. Provided, however, that
any future delisting shall not affect any completed issuances of Common Stock or Common Stock Equivalents pursuant to this letter
agreement.  


 


We
have attached as Exhibits D and E, respectively, two non-binding documents, an Engagement Agreement with Dawson James Securities,
Inc. (“Dawson”) dated May 7, 2015 and a Term Sheet with Redwood Management, LLC dated May 26, 2015 (“Redwood”),
which Redwood offering is expected to close with the sale of $1,750,000 of principal value of Debentures (the “Amended Redwood
Offering”). You hereby waive your current rights (prior to execution of this letter agreement) if the Company closes the
Dawson offering or Other Public Offering, as defined, and/or the Amended Redwood Offering. Provided, however, if
the proposed Dawson offering does not close, your waiver includes approval of a marketed registered public offering on the same
substantive terms as the Dawson engagement letter with a substitute underwriter, which offering will be subject to this letter
agreement including the conditions described below (“Other Public Offering”).


 


Additionally,
we acknowledge the provision of Section 4.12 of the 2015 Agreement, which precludes the Company from issuing Common Stock and
Common Stock Equivalents at an effective price per share of common stock less than the Per Share Purchase Price (all capitalized
terms as defined in the 2015 Agreement). The restriction inhibits the Company from raising capital necessary to meet its working
capital needs. Accordingly, you hereby agree to permanently waive any rights that you have with regards to such covenants, provided
that the conversion price and exercise price of any Common Stock, Common Stock Equivalents and derivative securities issued in
or in connection with such issuances (after taking into account original issue discounts, other discounts, ratchet rights, etc.)
are not less than $0.50 per share, subject to equitable adjustment for stock splits, dividends and similar events (the “Floor
Price”). By way of example, issuance of $1 million of 5% original issue discount notes convertible at $0.50 per share shall
result in the Floor Price being reduced to $.475 per share. This is derived by dividing the cash received by the Company ($950,000)
by the number of shares issuable under the note (2,000,000). Issuances by the Company of Common Stock and Common Stock Equivalents
at prices less than the Floor Price, with respect only to the Dawson public offering and Other Public Offering described above,
(such reduced Floor Price shall be known as the “Reduced Share Price”), shall be permitted provided the Company shall
issue additional shares of Common Stock to investors under both the 2014 and 2015 Agreements as reflected on Exhibit F
with the number of shares deliverable to each investor based upon the above pro rata allocation. Such issuances, if required,
must be made contemporaneously with the closing under the Dawson offering or Other Public Offering, as the case may be. The Conversion
Price of the Notes and Exercise Price of the Warrants and the warrants issued in connection with this letter agreement, outstanding
on the occurrence of such future issuances at the Reduced Share Price shall be reduced (and under no circumstances increased)
with respect to the Dawson public offering or Other Public Offering to be equal to the Reduced Share Price, subject to a floor
price of $0.20 per share. Under no circumstances may the Floor Price be reduced to less than $0.20 per share. If the Rules of
the Nasdaq Capital Market applicable to such reduction require the approval of the Company’s shareholders, then the Company
will not effectuate such reduction until such shareholder approval has been obtained. In such event, the Company agrees to diligently
take all action necessary to obtain such shareholder approval including holding meetings of shareholders as often as possible
until such approval is obtained.


 




    	 



    	 



    

 


The
Dawson public offering or Other Public Offering may include warrants similar to those described in the next paragraph without
triggering a reduction of the Floor Price. For avoidance of doubt, the issuance or exercise of the warrants described in the next
paragraph at an effective price below the Floor Price or even below $0.20 per share shall be permissible under this letter agreement
and not cause any adjustment to the securities issued under the 2014 and 2015 Agreements or under this letter agreement, provided
such below Floor Price exercise is a result only of the application of the formula set forth in the next paragraph.


 


Section
4.12 of the 2015 Agreement precludes the Company from entering into Variable Priced Equity Linked Instruments. You hereby agree
to amend this provision by permitting the Company to issue warrants containing the following cashless exercise formula (or a substantially
similar formula), which cashless exercise formula would otherwise be precluded by Section 4.12(b) of the 2015 Agreement: “The
Company may under certain conditions elect a cashless exercise of the Warrant with respect to the number of shares specified in
“A” below for the “Net Number” of shares of Common Stock determined according to the following formula
with respect thereto (a “Cashless Exercise”), as follows:


 


Net
Number = (A x B) / C


 


For
purposes of the foregoing formula:


 


A
= the total number of shares with respect to which this Warrant is then being exercised.


 


B
= Black Scholes Value (as defined in the Form S-1 filed by the Company on June 1, 2015)


 


C
= the Closing Bid Price of the Common Stock as of two (2) Trading Days prior to the time of such exercise.


 


Section
4.16 of the 2015 Agreement precludes the Company from undertaking a reverse split for one year except to obtain a listing on a
national securities exchange without the approval of a majority of the Purchasers (as defined in the 2015 Agreement). By executing
this letter agreement, the Company’s proposed reverse split as contained in the Proxy Statement filed with the Securities
and Exchange Commission on May 22, 2015 is approved.


 


Section
4.11 of the 2015 Agreement provides the Purchasers with the right to participate in Subsequent Financings (all capitalized terms
as defined in the 2015 Agreement). You hereby agree to permanently waive such rights.


 




    	 



    	 



    

  


All
per share numbers in this letter agreement are subject to pro rata adjustment and equitable adjustment for stock splits, dividends
and similar events.


 


To
the extent that giving effect to the provisions of this letter agreement, including the waivers of certain rights under the 2015
Agreement, would require an amendment of the 2015 Agreement and/or the Transaction Documents (as defined therein) by the Purchasers
(as defined in the 2015 Agreement) holding at least 67% of the affected securities outstanding, the 2015 Agreement and the Transaction
Documents (as defined in the 2015 Agreement) are hereby amended.


 


Except
as modified above, the terms of the 2015 Agreement remain in full force and effect. This letter agreement shall be governed by
the same law, venue, jurisdiction, execution, delivery and enforcement provisions as the 2015 Agreement.


 


The
agreements set forth above shall be null and void unless the Company has obtained the approval from the investors under the 2014
Agreement and 2015 Agreement to effectuate these agreements as described above, on or before June 29, 2015 and within 10 days
from the effectiveness of this letter agreement, the Company has delivered to you certificates for the shares of Common Stock,
the warrants and the Registration rights Agreement executed by it.


 


Please
sign where indicated below.


 


	 	Very truly yours,
	 	Jeffrey E. Holman
	 	Chief Executive
    Officer
	 	 
	AGREED
    AND ACCEPTED:	 
	 	 
	[INVESTOR]	 
	 	 	 
	By:	                                                                          	 
	 	                                            ,