Exhibit 10.2


 


INTELLECTUAL PROPERTY RIGHTS TRANSFER AGREEMENT


 


This Rights
Transfer Agreement (this “Agreement”) is between Mark Andrew Scialdone, residing at 77 Allsmeer Drive, West
Grove, PA 19390 (hereinafter “Dr. Scialdone”) and VAPE Holdings, Inc., a corporation organized and existing
under the laws of the State of Delaware, U.S.A., having its principal place of business at 21822 Lassen Street, Suite A, Chatsworth,
CA 91311, and any parent, subsidiary, affiliated, and related companies (collectively referred to as “Company”).
Dr. Scialdone is employed by Company in a position of trust and confidence. The Effective Date of this Agreement is the date of
the last signature.


 


In accordance with
the existing Employment Agreement between Dr. Scialdone and the Company, entered into for good and valuable consideration, receipt
of which is hereby acknowledged, and in accordance with applicable law, Dr. Scialdone and Company further agree as follows:


 


Employee does hereby
grant, transfer and assign to Company the entire right, title and interest in and to any and all Intellectual Property in which
Employee has a right to convey an interest, including Intellectual Property conceived, developed, reduced to practice, assigned
or acquired by Employee prior to the Effective Date of this Agreement (hereinafter referred to as “Background Intellectual
Property”). This grant of Background Intellectual Property includes technical know-how, trade secrets, inventions whether
patentable or not, and any and all patent applications and patents resulting therefrom that Employee owns or has an ownership interest
therein, as well as, trademarks and copyrights. Patent applications include all provisionals, non-provisionals, continuations,
continuations-in-part, divisionals, extensions and corresponding filings in foreign patent offices. Patents include all original
patents and re-issue or re-examination patents relating thereto granted in the United States, and any and all patents granted in
any country outside the United States.


 


In the event that
Employee jointly owns Background Intellectual Property and retains a right to practice the Background Intellectual Property as
a whole, in its entirety, Employee shall transfer to Company said right to practice as a whole, in its entirety.


 


Furthermore, the grant
of Background Intellectual Property to Company includes any and all Intellectual Property conceived, developed, reduced to practice,
assigned or acquired by Employee individually or as a result of Employee’s right, title and interest in and to any and all
Intellectual Property conceived, developed, reduced to practice, assigned or acquired by BetterChem Consulting, Inc., inclusive
of any predecessors in interest to BetterChem Consulting, Inc. (“BetterChem”).


 


Employee represents
and warrants that it owns the entire right, title and interest in the issued patents and the pending applications listed in Exhibit
“A”.


 


Employee, individually
or as a representative of BetterChem will, upon request, sign all lawful papers requisite for the transfer to Company of any interest
in Background Intellectual Property. 






    	 



    	 



    

  


I
understand and accept the terms of this Agreement. 


 


	Mark Andrew Scialdone	 	VAPE Holdings, Inc.
	 	 	 	 	 
	Signed:	/s/ Mark Scialdone	 	By:	/s/ Kyle Tracey
	 	 	 	 	 
	Name:	Mark Scialdone	 	Name:	Kyle Tracey, CEO
	 	 	 	 	 
	Date:	July 1, 2015	 	Date:	July 1, 2015