Exhibit
10.2


 


SPIN-OFF
AGREEMENT


 


This
SPIN-OFF AGREEMENT, dated as of March 23, 2018, (this “Agreement”), is entered into by and among Gratitude Health,
Inc., a Nevada corporation (the “Seller”), and Hamid Emarlou, a shareholder of the Seller (the “Buyer”).


 


RECITALS:


 


WHEREAS,
Seller presently owns 100,000 shares of the issued and outstanding common stock (the “VAPIRCA Shares”) in of Vapir,
Inc., a California corporation (“VAPIRCA”) representing 100% of the issued and outstanding common stock of VAPIRCA.
VAPIRCA is engaged in the business manufacturing and distribution of vaporizer technologies (the “VAPIRCA Business”);


 


WHEREAS,
Buyer owns 36,309,768 shares of the Seller’s issued and outstanding $0.001 par value common stock (“Seller’s
Common Stock”);


 


WHEREAS,
Buyer desires to purchase the VAPIRCA Shares from Seller, and assume all responsibility for and pay all other debts, obligations
and liabilities of VAPIRCA existing prior to the Closing Date, on the terms and subject to the conditions specified in this Agreement;
and


 


WHEREAS,
Seller desires to sell and transfer the VAPIRCA Shares and the Assumed Liabilities (as defined below) related to the VAPIRCA Shares,
on the terms and subject to the conditions specified in this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the covenants, promises and agreements herein set forth and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to
be bound, agree as follows:


 


		1.	SALE
                                         OF SHARES AND ASSUMPTION OF AND LIABILITIES.



 


Subject
to the terms and conditions provided below:


 


		1.1.	Assignment
                                         and Assumption of Liabilities. Prior to the Closing (as defined below), Seller shall
                                         transfer and assign all of the Assumed Liabilities to VAPIRCA.



 


		1.2.	Sale
                                         and Purchase. Pursuant to the terms and conditions set forth herein, Seller hereby
                                         agrees to sell, assign, and deliver to Buyer at the Closing all right, title and interest
                                         in and to the VAPIRCA Shares, and Buyer agrees to accept the same from Seller.



 


		1.3.	Assignment
                                         of Assets. Prior to the Closing, Seller shall transfer, assign, and deliver to VAPIRCA
                                         all right, title and interest in and to the assets and rights, together with any replacements
                                         thereof and additions thereto made between the date hereof and the Closing, as hereafter
                                         described in this Section 1.3 (collectively, the “Assigned Assets”), including
                                         the following: 



 


		1.3.1.	All
                                         cash, property, real estate, equipment, and other assets of VAPIRCA, except any
                                         cash amounts raised in connection with the Seller on a non-consolidated basis and the
                                         operation of any other businesses unrelated to the VAPIRCA Business; and



 


		1.3.2.	All
                                         goodwill and intangibles associated with the VAPIRCA Business.



 






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		1.4.	Assignment
                                         and Assumption of Liabilities. Prior to the Closing, Seller shall transfer, assign,
                                         and deliver to VAPIRCA, depending on which entity incurred such liability, all the following
                                         liabilities (the “Assumed Liabilities”):



 


		1.4.1.	such
                                         liabilities, obligations and commitments of the Seller arising or accruing during the
                                         period commencing after the date hereof and Closing Date (as defined below) under any
                                         contracts of the Seller related to VAPIRCA Business;



 


		1.4.2.	any
                                         product liability or similar claim for injury to persons or property, regardless of when
                                         made or asserted, which arises out of or is based upon any express or implied representation,
                                         warranty or agreement made by VAPIRCA or their agents, or which are imposed by operation
                                         of law or otherwise, in connection with any sales or service performed by or on behalf
                                         of VAPIRCA on or prior to the Closing Date;



 


		1.4.3.	any
                                         liability or obligations to any current or former employees, agents, independent contractors
                                         or creditors of VAPIRCA or under any plan or arrangement with respect thereto, including,
                                         without limitation, liabilities and obligations (A) under any life, health, accident,
                                         disability or any other employee benefit plan, and (B) under any pension, profit sharing,
                                         stock bonus, deferred compensation, retirement, bonus or other current or former employee
                                         compensation or pension benefit plan or post-retirement benefit plan to which VAPIRCA
                                         is a party or under which VAPIRCA has any obligation, or which is maintained, or to which
                                         contributions have been made, by VAPIRCA or any predecessor, and (C) for wages, salaries,
                                         bonuses, commissions, severance, sick pay, vacation or holiday pay, overtime or other
                                         benefits related to the VAPIRCA Business;



 


		1.4.4.	any
                                         liabilities for any tax, assessment or other governmental imposition of any type or description,
                                         including, without limitation, any federal income or excess profits taxes or state or
                                         federal income, sales, use, excise, ad valorem or franchise taxes, together with any
                                         interest, assessments and penalties thereon arising out of or attributable to the conduct
                                         of VAPIRCA’s operations and the VAPIRCA Business prior to the Closing Date or VAPIRCA’s
                                         federal income or capital gain taxes or state, or local income or franchise taxes arising
                                         by virtue of the transactions contemplated by this Agreement or otherwise;



 


		1.4.5.	any
                                         liability (i) which arises out of or in connection with any breach or default by VAPIRCA
                                         occurring prior to the Closing under any of the contracts or leases, (ii) which arises
                                         out of or in connection with any violation by VAPIRCA of any requirement of law prior
                                         to the Closing Date, (iii) which relates to the VAPIRCA Business (including those arising
                                         under any contracts) to the extent relating to periods prior to the Closing Date;



 


		1.4.6.	any
                                         liability arising out of or in connection with litigation or other legal proceedings,
                                         claims or investigations related to the VAPIRCA Business and operations, regardless of
                                         when made or asserted, including, without limitation, contract, tort, intellectual property,
                                         infringement or misappropriation, crime, fraudulent conveyance, workers’ compensation,
                                         product liability or similar claim for injury to persons or property which arises out
                                         of or is based upon any express or implied warranty, representation or agreement of VAPIRCA
                                         or their employees or agents, or which is imposed by law or otherwise; and 



 


		1.4.7.	any
                                         liabilities, trade payables or other costs of operating the VAPIRCA Business prior to
                                         the Closing Date (excluding the Retained Liabilities).



 


		1.5.	Assignment
                                         and Assumption of Liabilities. Prior to the Closing, Seller shall transfer and assign
                                         all of the Assumed Liabilities to VAPIRCA. The sale of the VAPIRCA Business shall be
                                         accomplished through a sale by Seller of the VAPIRCA Shares to Buyer.



 






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		2.	TRANSFER
                                         OF SHARES



 


		2.1.	Transfer
                                         of Shares. Subject to the terms and conditions provided below, Seller shall exchange
                                         all of the VAPIRCA Shares for all of Buyer’s common capital stock of the Seller
                                         on the Closing Date (as defined in Section 3.1 below) in the following amounts (the “Exchange
                                         Price”).



 


		3.	CLOSING.



 


		3.1.	Closing.
                                         The closing of the transactions contemplated in this Agreement (the “Closing”)
                                         shall take place exactly ten (10) days from the Closing of that certain Share Exchange
                                         Agreement between the Seller, the Buyer and Gratitude Health, Inc.(the “Share Exchange”),
                                         attached hereto as Exhibit A (the “Closing Date”) or such date mutually agreed
                                         upon by the parties, subject to the satisfaction of all conditions precedent described
                                         in Sections VIII and IX hereof, but not earlier than the closing of the Share Exchange.



 


		3.2.	Procedure
                                         at the Closing. At the Closing, the parties agree to take the following steps in
                                         the order listed below (provided, however, that upon their completion all of these
                                         steps shall be deemed to have occurred simultaneously):



 


		3.2.1.	At
                                         the Closing, Seller shall deliver to Buyer (A) appropriate stock powers and certificates,
                                         bills of sale and other assignment documentation reasonably satisfactory to Buyer transferring
                                         Seller’s right, title and interest in the VAPIRCA Shares, and (B) such other documents
                                         as may be required under applicable law or reasonably requested by Buyer to transfer
                                         ownership of the VAPIRCA Shares to Buyer as provided for herein; and



 


		3.2.2.	At
                                         the Closing, Buyer shall deliver to Seller (A) the one or more applicable stock certificates
                                         evidencing the Seller’s Common Stock, duly endorsed in blank or accompanied by
                                         stock powers duly executed with signature guaranteed in blank, or other instruments of
                                         transfer in form and substance reasonably satisfactory to Seller’s transfer agent,
                                         (B) any documentary evidence of the due recordation in the Seller’s share register
                                         of Buyer’s full and unrestricted title to the Seller’s Common Stock, and
                                         (C) such other documents as may be required under applicable law or reasonably requested
                                         by Seller to terminate Buyer’s ownership interest in the Seller Shares. 



 


		4.	BUYER’S
                                         REPRESENTATIONS AND WARRANTIES.



 


Buyer
hereby represents and warrants to Seller that:


 


		4.1.	Capacity
                                         and Enforceability. Buyer has the legal capacity to execute and deliver this Agreement
                                         and the documents to be executed and delivered by Buyer at the Closing pursuant to the
                                         transactions contemplated hereby. This Agreement and all such documents relating to the
                                         transactions contemplated hereunder constitute valid and binding agreements of Buyer,
                                         enforceable in accordance with their respective terms.



 


		4.2.	Compliance.
                                         Neither the execution and delivery of this Agreement, nor the consummation of the transactions
                                         contemplated hereby by Buyer will result in the breach of any term or provision of, or
                                         constitute a default under, or violate any agreement, indenture, instrument, order, law,
                                         or regulation to which Buyer is a party, or by which Buyer is bound.



 


		4.3.	Liabilities.



 


		4.3.1.	Following
                                         the Closing, Seller will, except as to the Retained Liabilities which the parties acknowledge
                                         shall be retained by Seller and paid at Closing, have no other liability for any debts,
                                         liabilities or obligations of VAPIRCA, the VAPIRCA Shares, or the business or activities
                                         of VAPIRCA prior to the Closing, and there are no outstanding guaranties, performance
                                         or payment bonds, letters of credit or other contingent contractual obligations that
                                         have been undertaken by Seller directly or indirectly in relation to the business of
                                         Seller prior to the Closing, and that may survive the Closing.



 


		4.3.2.	Retained
                                         Liabilities shall be those liabilities identified and described on Schedule 4.3.2 attached
                                         hereto.



 






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		5.	SELLER’S
                                         REPRESENTATIONS AND WARRANTIES.



 


Seller
hereby represents and warrants to Buyer that:


 


		5.1.	Organization
                                         and Good Standing. Seller, and VAPIRCA are corporations duly incorporated, validly
                                         existing, and in good standing under the respective laws of the state of their organization.



 


		5.2.	Authority
                                         and Enforceability. The execution and delivery of this Agreement and the documents
                                         to be executed and delivered at the Closing pursuant to the transactions contemplated
                                         hereby, and performance in accordance with the terms hereof and thereof, have been duly
                                         authorized by Seller and all such documents constitute valid and binding agreements of
                                         Seller enforceable in accordance with their terms.



 


		5.3.	Ownership.
                                         Seller is the sole record and beneficial owner of the VAPIRCA Shares, has good and marketable
                                         title to such shares, free and clear of all Encumbrances (hereafter defined), other than
                                         applicable restrictions under applicable securities laws, and has full legal right and
                                         power to sell, transfer and deliver the VAPIRCA Shares to each of the respective Buyer
                                         in accordance with this Agreement. “Encumbrances” means any liens, pledges,
                                         hypothecations, charges, adverse claims, options, preferential arrangements, or restrictions
                                         of any kind, including, without limitation, any restriction of the use, voting, transfer,
                                         receipt of income or other exercise of any attributes of ownership. Upon the execution
                                         and delivery of this Agreement, Buyer will receive good and marketable title to their
                                         VAPIRCA Shares, free and clear of all Encumbrances, other than restrictions imposed pursuant
                                         to any applicable securities laws and regulations. There are no stockholders’ agreements,
                                         voting trust, proxies, options, rights of first refusal or any other agreements or understandings
                                         with respect to the VAPIRCA Shares.



 


		5.4.	Further
                                         Assistance. The Seller agrees to execute and deliver such other documents and to
                                         perform such other acts as shall be necessary to effectuate the purposes of this Agreement.



 


		5.5.	Approvals
                                         and Consents. Seller has obtained all required approvals and consents in connection
                                         with the transactions contemplated hereby, and performance in accordance with the terms
                                         hereof and thereof, including but not limited to obtaining shareholder approval.



 


		6.	OBLIGATIONS
                                         OF BUYER PENDING CLOSING. 



 


Buyer
covenants and agrees that between the date hereof and the Closing:


 


		6.1.	Not
                                         Impair Performance. Buyer shall not take any action that would cause the conditions
                                         upon the obligations of the parties hereto to affect the transactions contemplated hereby
                                         not to be fulfilled, including, without limitation, taking or causing to be taken, any
                                         action that would cause the representations and warranties made by any party herein not
                                         to be true, correct and accurate as of the Closing.



 


		6.2.	Assist
                                         Performance. Buyer shall exercise its reasonable best efforts to cause to be fulfilled
                                         those conditions precedent to Seller’s obligations to consummate the transactions
                                         contemplated hereby which are dependent upon actions of Buyer and to make and/or obtain
                                         any necessary filings and consents in order to consummate the transactions contemplated
                                         by this Agreement. 



 






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		7.	OBLIGATIONS
                                         OF SELLER PENDING CLOSING.



 


Seller
covenants and agrees that between the date hereof and the Closing:


 


		7.1.	Business
                                         as Usual. Seller shall operate the VAPIRCA Business in accordance with past practices,
                                         and shall use best efforts to preserve its goodwill and the goodwill of its employees,
                                         customers and others having business dealings with it. Without limiting the generality
                                         of the foregoing, from the date of this Agreement until the Closing Date, Seller shall
                                         (a) make all normal and customary repairs to its equipment, assets and facilities, (b)
                                         keep in force all insurance, (c) preserve in full force and effect all material franchises,
                                         licenses, contracts and real property interests and comply in all material respects with
                                         all laws and regulations, (d) collect all accounts receivable and pay all trade creditors
                                         in the ordinary course of business at intervals historically experienced, and (e) preserve
                                         and maintain its assets in their current operating condition and repair, ordinary wear
                                         and tear excepted. From the date of this Agreement until the Closing Date, Seller shall
                                         not (i) amend, terminate, or surrender any material franchise, license, contract, or
                                         real property interest, or (ii) sell or dispose of any of its assets except in the ordinary
                                         course of business. Seller shall not take or omit to take any action that results in
                                         Buyer incurring any liability or obligation prior to or in connection with the Closing.



 


		7.2.	Not
                                         Impair Performance. Seller shall not take any intentional action that would cause
                                         the conditions upon the obligations of the parties hereto to affect the transactions
                                         contemplated hereby not to be fulfilled, including taking or causing to be taken any
                                         action which would cause the representations and warranties made by any party herein
                                         not to be materially true, correct and accurate as of the Closing, or in any way impairing
                                         the ability of Buyer to satisfy his obligations as provided in Article VI.



 


		7.3.	Assist
                                         Performance. Seller shall exercise its reasonable best efforts to cause to be fulfilled
                                         those conditions precedent to Buyer’s obligations to consummate the transactions
                                         contemplated hereby which are dependent upon the actions of Seller and to work with Buyer
                                         to make and/or obtain any necessary filings and consents. Seller shall comply with its
                                         obligations under this Agreement.



 


		8.	SELLER’S
                                         CONDITIONS PRECEDENT TO CLOSING.



 


The
obligations of Seller to close the transactions contemplated by this Agreement are subject to the satisfaction at or prior to
the Closing of each of the following conditions precedent:


 


		8.1.	Representations
                                         and Warranties; Performance. All representations and warranties of Buyer contained
                                         in this Agreement shall have been true and correct, in all material respects, when made
                                         and shall be true and correct, in all material respects, at and as of the Closing, with
                                         the same effect as though such representations and warranties were made at and as of
                                         the Closing. Buyer shall have performed and complied with all covenants and agreements
                                         and satisfied all conditions, in all material respects, required by this Agreement to
                                         be performed or complied with or satisfied by Buyer at or prior to the Closing.



 


		8.2.	Additional
                                         Documents. Buyer shall deliver or cause to be delivered such additional documents
                                         as may be necessary in connection with the consummation of the transactions contemplated
                                         by this Agreement and the performance of their obligations hereunder.



 






    	 	-5-	 



     


    

 


		8.3.	No
                                         Adverse Action. There shall not be in effect any temporary restraining order, preliminary
                                         or permanent injunction or other order issued by any court of competent jurisdiction
                                         or other legal restraint or prohibition (including, any statute, rule, regulation, injunction,
                                         order or decree proposed, enacted, enforced, promulgated, issued or deemed applicable
                                         to, or any consent or approval withheld with respect to, the sale of the VAPIRCA) preventing
                                         the consummation of the sale, however, that the parties invoking this condition shall
                                         use all commercially reasonable efforts to have any such order or injunction vacated;



 


		9.	BUYER’S
                                         CONDITIONS PRECEDENT TO CLOSING.



 


The
obligation of Buyer to close the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the
Closing of each of the following conditions precedent (any and all of which may be waived by Buyer in writing):


 


		9.1.	Representations
                                         and Warranties; Performance. All representations and warranties of Seller contained
                                         in this Agreement shall have been true and correct, in all material respects, when made
                                         and shall be true and correct, in all material respects, at and as of the Closing with
                                         the same effect as though such representations and warranties were made at and as of
                                         the Closing. Seller shall have performed and complied with all covenants and agreements
                                         and satisfied all conditions, in all material respects, required by this Agreement to
                                         be performed or complied with or satisfied by them at or prior to the Closing.



 


		9.2.	Additional
                                         Documents. The Seller shall deliver or cause to be delivered such additional documents
                                         as may be necessary in connection with the consummation of the transactions contemplated
                                         by this Agreement and the performance of its obligations hereunder.



 


		10.	OTHER
                                         AGREEMENTS.



 


		10.1.	Expenses.
                                         Each party hereto shall bear its expenses separately incurred in connection with this
                                         Agreement and with the performance of its obligations hereunder.



 


		10.2.	Confidentiality.
                                         Buyer shall not make any public announcements concerning this transaction without the
                                         prior written agreement of Seller, other than as may be required by applicable law or
                                         judicial process. If for any reason the transactions contemplated hereby are not consummated,
                                         then Buyer shall return any information received by Buyer from Seller, and Buyer shall
                                         cause all confidential information obtained by Buyer concerning Seller and its business
                                         to be treated as such.



 


		10.3.	Brokers’
                                         Fees. In connection with the transaction specifically contemplated by this Agreement,
                                         no party to this Agreement has employed the services of a broker and each agrees to indemnify
                                         the other against all claims of any third parties for fees and commissions of any brokers
                                         claiming a fee or commission related to the transactions contemplated hereby.



 


		10.4.	Access
                                         to Information Post-Closing, Cooperation.



 


		10.4.1.	Following
                                         the Closing, Buyer shall afford to Seller and its authorized accountants, counsel and
                                         other designated representatives, reasonable access (and including using reasonable efforts
                                         to give access to persons or firms possessing information) and duplicating rights during
                                         normal business hours to allow records, books, contracts, instruments, computer data
                                         and other data and information (collectively, “Information”) within the possession
                                         or control of Buyer relating to the VAPIRCA Business insofar as such access is reasonably
                                         required by Seller. Information may be requested under this Section 10.4(a) for, without
                                         limitation, audit, accounting, claims, litigation, and tax purposes, as well as for purposes
                                         of fulfilling disclosure and reporting obligations and performing this Agreement and
                                         the transactions contemplated hereby. No files, books or records regarding the VAPIRCA
                                         Business existing at the Closing Date shall be destroyed by Buyer after Closing but prior
                                         to the expiration of any period during which such files, books or records are required
                                         to be maintained and preserved by applicable law without giving Seller at least 30 days’
                                         prior written notice, during which time Seller shall have the right to examine and to
                                         remove any such files, books, and records prior to their destruction. 



 






    	 	-6-	 



     


    

 


		10.4.2.	Following
                                         the Closing, Seller shall afford to Buyer and its authorized accountants, counsel, and
                                         other designated representatives reasonable access (including using reasonable efforts
                                         to give access to persons or firms possessing information) and duplicating rights during
                                         normal business hours to Information within Seller’s possession or control relating
                                         to the VAPIRCA Business insofar as such access is reasonably required by Buyer. Information
                                         may be requested under this Section 10.4(b) for, without limitation, audit, accounting,
                                         claims, litigation, and tax purposes as well as for purposes of fulfilling disclosure
                                         and reporting obligations and for performing this Agreement and the transactions contemplated
                                         hereby. No files, books or records of the VAPIRCA Business existing at the Closing Date
                                         shall be destroyed by Seller after Closing but prior to the expiration of any period
                                         during which such files, books or records are required to be maintained and preserved
                                         by applicable law without giving Buyer at least 30 days’ prior written notice,
                                         during which time Buyer shall have the right to examine and to remove any such files,
                                         books, and records prior to their destruction.



 


		10.4.3.	At
                                         all times following the Closing, Seller and Buyer shall use their reasonable efforts
                                         to make available to the other upon written request, the current and former officers,
                                         directors, employees, and agents of Seller for any of the purposes set forth in Section
                                         10.4(a) or (b) above or as witnesses to the extent that such persons may reasonably be
                                         required in connection with any legal, administrative, or other proceedings in which
                                         Seller or Buyer may from time to be involved.



 


		10.4.4.	The
                                         party to whom any Information or witnesses are provided under this Section 10.4 shall
                                         reimburse the provider thereof for all out-of-pocket expenses actually and reasonably
                                         incurred in providing such Information or witnesses.



 


		10.4.5.	Seller,
                                         Buyer and their respective employees and agents shall each hold in strict confidence
                                         all Information concerning the other party in their possession or furnished by the other
                                         or the other’s representative pursuant to this Agreement with the same degree of
                                         care as such party utilizes as to such party’s own confidential information (except
                                         to the extent that such Information is (i) in the public domain through no fault of such
                                         party or (ii) later lawfully acquired from any other source by such party), and each
                                         party shall not release or disclose such Information to any other person, except such
                                         party’s auditors, attorneys, financial advisors, bankers, other consultants and
                                         advisors or persons to whom such party has a valid obligation to disclose such Information,
                                         unless compelled to disclose such Information by judicial or administrative process or,
                                         as advised by its counsel, by other requirements of law.



 


		10.5.	Seller
                                         and Buyer shall each use their best efforts to forward promptly to the other party all
                                         notices, claims, correspondence, and other materials which are received and determined
                                         to pertain to the other party.



 


		10.6.	Seller
                                         and Buyer understand that the VAPIRCA Shares and the Seller’s Common Stock are
                                         characterized as “restricted securities” under the Securities Act inasmuch
                                         as this Agreement contemplates that, if acquired by the Seller and Buyer pursuant hereto,
                                         the VAPIRCA Shares and the Seller’s Common Stock, respectively, would be acquired
                                         in a transaction not involving a public offering. The issuance of the VAPIRCA Shares
                                         and the Seller’s Common Stock, respectively, is being effected in reliance upon
                                         an exemption from registration afforded under Section 4(2) of the Securities Act and
                                         have not been registered under the Securities Act or the securities Laws of any state
                                         of the U.S.



 






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		10.7.	The
                                         certificates evidencing the VAPIRCA Shares and Seller’s Common Stock will bear
                                         the following legend:



 


“[NEITHER]
THIS SECURITY [NOR THE SECURITIES [FOR] WHICH THIS SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND APPLICABLE STATE SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL
BE REASONABLY ACCEPTABLE TO THE COMPANY.  TO THE EXTENT PERMITTED BY APPLICABLE SECURITIES LAWS, THIS SECURITY [AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER
OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES
ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.”


 


		11.	TERMINATION.



 


		11.1.	Termination.
                                         This Agreement may be terminated, and the transactions contemplated hereby may be abandoned,
                                         but not later than the Closing Date:



 


		11.1.1.	by
                                         mutual written agreement of the Buyer and the Seller;



 


		11.1.2.	by
                                         the Buyer, in its sole discretion, if any of the representations or warranties of the
                                         Seller contained herein are not in all material respects true, accurate and complete
                                         or if the Seller materially breaches or fails to substantially comply with any covenant
                                         or agreement contained herein and the Seller fails to cure such breach within 10 days
                                         of prior written notice;



 


		11.1.3.	by
                                         the Seller, in its sole discretion, if any of the representations or warranties of the
                                         Buyer contained herein are not in all material respects true, accurate and complete or
                                         if the Buyer materially breaches or fails to substantially comply with any covenant or
                                         agreement contained herein and the Buyer fails to cure within 10 days of prior written
                                         notice; or



 


		11.1.4.	by
                                         either party upon written notice to the other in the event that the Closing has not occurred
                                         by March 31, 2018, for any reason other than the failure of the party seeking to terminate
                                         this Agreement to perform its obligations hereunder or a breach of a representation or
                                         warranty by such party herein. 



 


		11.2.	Effect
                                         of Termination. To effectuate the termination of this Agreement pursuant to Section
                                         11.1, written notice thereof shall promptly be delivered to the other party hereto and
                                         this Agreement shall terminate, and the transactions contemplated hereby shall be abandoned
                                         without further action by the other party hereto. Notwithstanding such termination, each
                                         party shall have the right to seek damages with respect to such termination, and shall
                                         not be precluded by the exercise of such termination right from pursuing, subject to
                                         the terms of this Agreement and applicable law, any cause of action or other claim it
                                         may then or at any time thereafter have against the other party in respect of any material
                                         breach or default by the other party hereunder.



 






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		12.	INDEMNIFICATION.



 


		12.1.	Indemnification
                                         by Buyer.



 


		12.1.1.	Buyer
                                         covenants and agrees to indemnify, defend, protect and hold harmless Seller, and its
                                         respective officers, directors, employees, stockholders, agents, representatives and
                                         Affiliates (each a “Seller Indemnified Party”, and, collectively, the “Seller
                                         Indemnified Parties”) at all times from and after the date of this Agreement, from
                                         and against all losses, liabilities, damages, claims, actions, suits, proceedings, demands,
                                         assessments, adjustments, costs and expenses (including specifically, but without limitation,
                                         reasonable attorneys’ fees and expenses of investigation), whether or not involving
                                         a third party claim and regardless of any negligence of any Seller Indemnified Party
                                         (any, a “Loss” and as to two or more, collectively, “Losses”),
                                         incurred by any Seller Indemnified Party as a result of or arising from (i) any breach
                                         of the representations and warranties of such Buyer set forth herein or in certificates
                                         delivered in connection herewith, (ii) any breach or nonfulfillment of any covenant or
                                         agreement (including any other agreement of Buyer to indemnify set forth in this Agreement)
                                         on the part of such Buyer under this Agreement, (iii) any Assigned Asset, (iv) the conduct
                                         and operations, whether before or after Closing, of the business of Seller pertaining
                                         to the VAPIRCA and Assumed Liabilities, (v) claims asserted (including claims for payment
                                         of taxes), whether before or after Closing, pertaining to the VAPIRCA Shares and Assumed
                                         Liabilities or to the VAPIRCA Business prior to the Closing, or (vi) any federal or state
                                         income tax payable by Seller attributable to the transactions contemplated by this Agreement
                                         or to the business of Seller prior to the Closing. For the purposes of this Agreement,
                                         an “Affiliate” is a person or entity that directly, or indirectly through
                                         one or more intermediaries, controls or is controlled by, or is under common control
                                         with, another specified person or entity. Notwithstanding anything to the contrary provided
                                         for herein, Buyer total obligation under this Section 12 shall be limited to their respective
                                         ownership interests in the VAPIRCA Shares.



 


		12.1.2.	Third
                                         Party Claims.



 


		12.1.2.1.	Defense.
                                         If any claim or liability (a “Third-Party Claim”) should be assessed against
                                         any of the Seller Indemnified Parties by a third party after the Closing for which Seller
                                         has an indemnification obligation under the terms of Section 12.1.21, then
                                         the Seller Indemnified Parties shall notify Buyer within 10 days after the Third-Party
                                         Claim is asserted by a third party (said notification being referred to as a “Claim
                                         Notice”) and give the Buyer a reasonable opportunity to take part in any examination
                                         of the books and records of the Seller Indemnified Party relating to such Third-Party
                                         Claim and to assume the defense of such Third-Party Claim and, in connection therewith,
                                         to conduct any proceedings or negotiations relating thereto and necessary or appropriate
                                         to defend the Seller Indemnified Parties and/or settle the Third-Party Claim. The expenses
                                         (including reasonable attorneys’ fees) of all negotiations, proceedings, contests,
                                         lawsuits, or settlements with respect to any Third-Party Claim shall be borne by the
                                         Buyer. If the indemnitor agrees to assume the defense of any Third-Party Claim in writing
                                         within 5 days after the Claim Notice of such Third-Party Claim has been delivered, through
                                         counsel reasonably satisfactory to Seller Indemnified Party, then the Buyer shall be
                                         entitled to control the conduct of such defense, and any decision to settle such Third-Party
                                         Claim, and shall be responsible for any expenses of the Seller Indemnified Parties in
                                         connection with the defense of such Third-Party Claim so long as the Buyer continues
                                         such defense until the final resolution of such Third-Party Claim. The Buyer shall be
                                         responsible for paying all settlements made or judgments entered with respect to any
                                         Third-Party Claim the defense of which has been assumed by the Buyer. Except as provided
                                         in subsection (b) below, both the Buyer and the Seller Indemnified Party must approve
                                         any settlement of a Third-Party Claim. A failure by the Seller Indemnified Party to timely
                                         give the Claim Notice shall not excuse Buyer from any indemnification liability except
                                         only to the extent that the Buyer is materially and adversely prejudiced by such failure. 



 


		12.1.2.2.	Failure
                                         to Defend. If the Buyer shall not agree to assume the defense of any Third-Party
                                         Claim in writing within 5 days after the Claim Notice of such Third Party Claim has been
                                         delivered, or shall fail to continue such defense until the final resolution of such
                                         Third-Party Claim, then the Seller Indemnified Parties may defend against such Third
                                         Party Claim in such manner as they may deem appropriate and the Seller Indemnified Party
                                         may settle such Third-Party Claim, in its sole discretion, on such terms as it may deem
                                         appropriate; provided, always, that in such event, the Buyer shall (i) promptly
                                         reimburse the Seller Indemnified Party for the amount of all settlement payments and
                                         expenses, legal and otherwise, incurred by the Seller Indemnified Parties in connection
                                         with the defense or settlement of such Third-Party Claim, or (ii) shall pay, in advance
                                         of any settlement or proceedings and in installments as reasonably agreed to by the parties,
                                         such sums and expenses reasonably expected to be incurred in connection with the defense
                                         of the Third-Party Claim and any settlement thereof. If no settlement of such Third-Party
                                         Claim is made, then the Buyer shall satisfy any judgment rendered with respect to such
                                         Third-Party Claim before the Seller Indemnified Party is required to do so, and pay all
                                         expenses, legal or otherwise, incurred by the Seller Indemnified Party in the defense
                                         against such Third-Party Claim.



 


		12.1.3.	Non-Third-Party
                                         Claims. Upon discovery of any claim for which Buyer has an indemnification obligation
                                         under the terms of Section 12.1.1 which does not involve a claim by a third party against
                                         the Seller Indemnified Parties, the Seller Indemnified Parties shall give prompt notice
                                         to Buyer of such claim and, in any case, shall give Buyer such notice within 30 days
                                         of such discovery. A failure by Seller Indemnified Party to timely give the foregoing
                                         notice to Buyer shall not excuse Buyer from any indemnification liability except to the
                                         extent that Buyer is materially and adversely prejudiced by such failure.



 






    	 	-9-	 



     


    

 


		12.2.	Indemnification
                                         by Seller.



 


		12.2.1.	Seller
                                         covenants and agrees to indemnify, defend, protect and hold harmless Buyer, and its respective
                                         officers, directors, employees, stockholders, agents, representatives and Affiliates
                                         (each a “Buyer Indemnified Party”, and, collectively, the “Buyer Indemnified
                                         Parties”) at all times from and after the date of this Agreement, from and against
                                         all losses, liabilities, damages, claims, actions, suits, proceedings, demands, assessments,
                                         adjustments, costs and expenses (including specifically, but without limitation, reasonable
                                         attorneys’ fees and expenses of investigation), whether or not involving a third
                                         party claim and regardless of any negligence of any Buyer Indemnified Party (any, a “Loss”
                                         and as to two or more, collectively, “Losses”), incurred by any Buyer Indemnified
                                         Party as a result of or arising from (i) any breach of the representations and warranties
                                         of such Seller set forth herein or in certificates delivered in connection herewith,
                                         (ii) any breach or nonfulfillment of any covenant or agreement (including any other agreement
                                         of Seller to indemnify set forth in this Agreement) on the part of such Seller under
                                         this Agreement, (iii) any Assigned Asset, (iv) the conduct and operations, whether before
                                         or after Closing, of the business of Seller pertaining to the VAPIRCA and Assumed Liabilities,
                                         (v) claims asserted (including claims for payment of taxes), whether before or after
                                         Closing, pertaining to the VAPIRCA Shares and Assumed Liabilities or to the VAPIRCA Business
                                         prior to the Closing, or (vi) any federal or state income tax payable by Buyer attributable
                                         to the transactions contemplated by this Agreement or to the business of Buyer prior
                                         to the Closing. For the purposes of this Agreement, an “Affiliate” is a person
                                         or entity that directly, or indirectly through one or more intermediaries, controls or
                                         is controlled by, or is under common control with, another specified person or entity.
                                         Notwithstanding anything to the contrary provided for herein, Seller total obligation
                                         under this Section 12.2 shall be limited to their respective ownership interests in the
                                         VAPIRCA Shares.



 


		12.2.2.	Third
                                         Party Claims.



 


		12.2.2.1.	Defense.
                                         If any claim or liability (a “Third-Party Claim”) should be assessed against
                                         any of the Buyer Indemnified Parties by a third party after the Closing for which Seller
                                         has an indemnification obligation under the terms of Section 12.1, then the
                                         Indemnitee shall notify Seller within 10 days after the Third-Party Claim is asserted
                                         by a third party (said notification being referred to as a “Claim Notice”)
                                         and give the Indemnitor a reasonable opportunity to take part in any examination of the
                                         books and records of the Indemnitee relating to such Third-Party Claim and to assume
                                         the defense of such Third-Party Claim and, in connection therewith, to conduct any proceedings
                                         or negotiations relating thereto and necessary or appropriate to defend the Indemnitee
                                         and/or settle the Third-Party Claim. The expenses (including reasonable attorneys’
                                         fees) of all negotiations, proceedings, contests, lawsuits, or settlements with respect
                                         to any Third-Party Claim shall be borne by the Seller. If the indemnitor agrees to assume
                                         the defense of any Third-Party Claim in writing within 5 days after the Claim Notice
                                         of such Third-Party Claim has been delivered, through counsel reasonably satisfactory
                                         to Buyer Indemnified Parties, then the Seller shall be entitled to control the conduct
                                         of such defense, and any decision to settle such Third-Party Claim, and shall be responsible
                                         for any expenses of the Indemnitee in connection with the defense of such Third-Party
                                         Claim so long as the Seller continues such defense until the final resolution of such
                                         Third-Party Claim. The Seller shall be responsible for paying all settlements made or
                                         judgments entered with respect to any Third-Party Claim the defense of which has been
                                         assumed by the Seller. Except as provided in subsection (b) below, both the Indemnitor
                                         and the Indemnitee must approve any settlement of a Third-Party Claim. A failure by the
                                         Seller to timely give the Claim Notice shall not excuse Buyer Indemnified Parties from
                                         any indemnification liability except only to the extent that the Buyer Indemnified Parties
                                         are materially and adversely prejudiced by such failure. 



 






    	 	-10-	 



     


    

 


		12.2.2.2.	Failure
                                         to Defend. If the Buyer Indemnified Parties shall not agree to assume the defense
                                         of any Third-Party Claim in writing within 5 days after the Claim Notice of such Third
                                         Party Claim has been delivered, or shall fail to continue such defense until the final
                                         resolution of such Third-Party Claim, then the Seller may defend against such Third Party
                                         Claim in such manner as it may deem appropriate and the Indemnitee may settle such Third-Party
                                         Claim, in its sole discretion, on such terms as it may deem appropriate; provided,
                                         always, that in such event, the Seller shall (i) promptly reimburse the Buyer
                                         Indemnified Party for the amount of all settlement payments and expenses, legal and otherwise,
                                         incurred by the Buyer Indemnified Parties in connection with the defense or settlement
                                         of such Third-Party Claim, or (ii) shall pay, in advance of any settlement or proceedings
                                         and in installments as reasonably agreed to by the parties, such sums and expenses reasonably
                                         expected to be incurred in connection with the defense of the Third-Party Claim and any
                                         settlement thereof. If no settlement of such Third-Party Claim is made, then the Seller
                                         shall satisfy any judgment rendered with respect to such Third-Party Claim before the
                                         Buyer Indemnified Parties are required to do so, and pay all expenses, legal or otherwise,
                                         incurred by the Buyer Indemnified Parties in the defense against such Third-Party Claim.



 


		12.2.3.	Non-Third-Party
                                         Claims. Upon discovery of any claim for which Seller has an indemnification obligation
                                         under the terms of Section 12.1.1 which does not involve a claim by a third party against
                                         the Buyer Indemnified Parties, the Buyer Indemnified Parties shall give prompt notice
                                         to Seller of such claim and, in any case, shall give Seller such notice within 30 days
                                         of such discovery. A failure by Buyer Indemnified Party to timely give the foregoing
                                         notice to Seller shall not excuse Seller from any indemnification liability except to
                                         the extent that Buyer is materially and adversely prejudiced by such failure.



 


		12.3.	Survival.
                                         Except as otherwise provided in this Section 12.3, all representations and
                                         warranties made by Buyer and Seller in connection with this Agreement shall survive the
                                         Closing. Anything in this Agreement to the contrary notwithstanding, the liability of
                                         all Indemnitors under this Article XII shall terminate on the of the Closing Date, except
                                         with respect to (a) liability for any item as to which, prior to the first (1st) anniversary
                                         of the Closing Date, any Indemnitee shall have asserted a Claim in writing, which Claim
                                         shall identify its basis with reasonable specificity, in which case the liability for
                                         such Claim shall continue until it shall have been finally settled, decided or adjudicated,
                                         (b) liability of any party for Losses for which such party has an indemnification obligation,
                                         incurred as a result of such party’s material breach of any covenant or agreement
                                         to be performed by such party after the Closing, (c) liability of Buyer or Seller for
                                         Losses incurred by the respective Indemnified Party due to material breaches of its representations
                                         and warranties in Section of this Agreement, and (d) liability of Buyer for Losses arising
                                         out of Third-Party Claims for which Buyer or Seller has an indemnification obligation,
                                         which liability shall survive until the statute of limitation applicable to any third
                                         party’s right to assert a Third-Party Claim bars assertion of such claim.



 


		13.	MISCELLANEOUS.



 


		13.1.	Notices.
                                         All notices and communications required or permitted hereunder shall be in writing and
                                         deemed given when received by means of the United States mail, addressed to the party
                                         to be notified, postage prepaid and registered or certified with return receipt requested,
                                         or personal delivery, or overnight courier, as follows:



 


	If
    to the Purchaser:	 	Vapir,
                                         Inc.

        3511
        Ruder Street

        Santa
        Clara, CA 95051

        Attn:
        Chief Executive Officer

        Telephone
        No.: (800) 841-1022

	 	 	 
	If
    to the Seller to:	 	Gratitude
                                         Health, Inc.

        11231
        US Highway 1, Suite 200

        North
        Palm Beach, FL 33408

        Attn:
        Chief Executive Officer

        Telephone
        No.: (561) 227-2727



 


or
to such other address as any party hereto shall specify pursuant to this Section 13.1 from time to time.


 






    	 	-11-	 



     


    

 


		13.2.	Exercise
                                         of Rights and Remedies. Except as otherwise provided herein, no delay of or omission
                                         in the exercise of any right, power or remedy accruing to any party as a result of any
                                         breach or default by any other party under this Agreement shall impair any such right,
                                         power or remedy, nor shall it be construed as a waiver of or acquiescence in any such
                                         breach or default, or of any similar breach or default occurring later; nor shall any
                                         waiver of any single breach or default be deemed a waiver of any other breach or default
                                         occurring before or after that waiver.



 


		13.3.	Time.
                                         Time is of the essence with respect to this Agreement.



 


		13.4.	Reformation
                                         and Severability. In case any provision of this Agreement shall be invalid, illegal,
                                         or unenforceable, it shall, to the extent possible, be modified in such manner as to
                                         be valid, legal, and enforceable but so as to most nearly retain the intent of the parties,
                                         and if such modification is not possible, such provision shall be severed from this Agreement,
                                         and in either case the validity, legality and enforceability of the remaining provisions
                                         of this Agreement shall not in any way be affected or impaired thereby.



 


		13.5.	Further
                                         Acts and Assurances. From and after the Closing, Seller and Buyer agree that each
                                         will act in a manner supporting compliance, including compliance by its Affiliates, with
                                         all of its obligations under this Agreement and, from time to time, shall, at the request
                                         of another party hereto, and without further consideration, cause the execution and delivery
                                         of such other instruments of conveyance, transfer, assignment or assumption and take
                                         such other action or execute such other documents as such party may reasonably request
                                         in order more effectively to convey, transfer to and vest in Buyer, possession of, all
                                         VAPIRCA Shares and Assumed Liabilities, and to convey, transfer to and vest in Seller
                                         or otherwise terminate, all right, title and interest of Buyer in the Seller’s
                                         Shares, and, in the case of any contracts and rights regarding the VAPIRCA Business that
                                         cannot be effectively transferred without the consent or approval of another person that
                                         is unobtainable, to use its best reasonable efforts to ensure that Buyer receives the
                                         benefits thereof to the maximum extent permissible in accordance with applicable law
                                         or other applicable restrictions, and shall perform such other acts which may be reasonably
                                         necessary to effectuate the purposes of this Agreement.



 


		13.6.	Entire
                                         Agreement; Amendments. This Agreement contains the entire understanding of the parties
                                         relating to the subject matter contained herein. This Agreement cannot be amended, except
                                         by a writing signed by each party, and cannot be terminated orally or by course of conduct.
                                         No provision hereof can be waived, except by a writing signed by the party against whom
                                         such waiver is to be enforced, and any such waiver shall apply only in the particular
                                         instance in which such waiver shall have been given. 



 


		13.7.	Assignment.
                                         No party may assign his, her or its rights or obligations hereunder, in whole or in part,
                                         without the prior written consent of the other parties, provided that Buyer may assign
                                         his rights to receive the VAPIRCA Shares to an entity controlled by Buyer.



 


		13.8.	Governing
                                         Law. This Agreement shall be governed by and construed in accordance with the laws
                                         of the State of Nevada, without giving effect to principles of conflicts or choice of
                                         laws thereof.



 






    	 	-12-	 



     


    

 


		13.9.	Counterparts.
                                         This Agreement may be executed in one or more counterparts, with the same effect as if
                                         all parties had signed the same document. Each such counterpart shall be an original,
                                         but all such counterparts taken together shall constitute a single agreement. In the
                                         event that any signature is delivered by facsimile transmission, such signature shall
                                         create a valid and binding obligation of the party executing (or on whose behalf such
                                         signature is executed) the same with the same force and effect as if such facsimile signature
                                         page was an original thereof.



 


		13.10.	Section
                                         Headings and Gender. The section headings used herein are inserted for reference
                                         purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
                                         All personal pronouns used in this Agreement shall include the other genders, whether
                                         used in the masculine, feminine or neuter and the singular shall include the plural,
                                         and vice versa, whenever, and as often as may be appropriate.



 


		13.11.	Submission
                                         to Jurisdiction; Process Agent; No Jury Trial.



 


		13.11.1.	Each
                                         party to the Agreement hereby submits to the jurisdiction of any state or federal court
                                         sitting in Palm Beach County, Florida, in any action arising out of or relating to this
                                         Agreement, and agrees that all claims in respect of the action may be heard and determined
                                         in any such court. Each party to the Agreement also agrees not to bring any action arising
                                         out of or relating to this Agreement in any other court. Each party to the Agreement
                                         agrees that a final judgment in any action so brought will be conclusive and may be enforced
                                         by action on the judgment or in any other manner provided at law or in equity. Each party
                                         to the Agreement waives any defense of inconvenient forum to the maintenance of any action
                                         so brought and waives any bond, surety or other security that might be required of any
                                         other party with respect thereto.



 


		13.12.	EACH
                                         PARTY TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RIGHTS TO JURY TRIAL OF ANY DISPUTE
                                         BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING TO THE SUBJECT
                                         MATTER OF THIS AGREEMENT OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS CONTEMPLATED
                                         HEREBY. The scope of this waiver is intended to be all encompassing of any and all actions
                                         that may be filed in any court and that relate to the subject matter of the transactions,
                                         including contract claims, tort claims, breach of duty claims and all other common law
                                         and statutory claims. Each party to the Agreement hereby acknowledges that this waiver
                                         is a material inducement to enter into a business relationship and that they will continue
                                         to rely on the waiver in their related future dealings. Each party to the Agreement further
                                         represents and warrants that it has reviewed this waiver with its legal counsel, and
                                         that each knowingly and voluntarily waives its jury trial rights following consultation
                                         with legal counsel. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE,
                                         MEANING THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO
                                         ANY AMENDMENTS, RENEWALS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER
                                         DOCUMENTS OR AGREEMENTS RELATING HERETO. In the event of commencement of any action,
                                         this Agreement may be filed as a written consent to trial by a court.



 






    	 	-13-	 



     


    

 


		13.13.	Construction.
                                         The patties hereto have participated jointly in the negotiation and drafting of this
                                         Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement
                                         will be construed as if drafted jointly by the parties hereto and no presumption or burden
                                         of proof will arise favoring or disfavoring any party because of the authorship of any
                                         provision of this Agreement. Any reference to any federal, state, local or foreign law
                                         will be deemed also to refer to law as amended and all rules and regulations promulgated
                                         thereunder, unless the context requires otherwise. The words “include,” “includes,”
                                         and “including” will be deemed to be followed by “without limitation.”
                                         The words “this Agreement,” “herein,” “hereof,” “hereby,”
                                         “hereunder,” and words of similar import refer to this Agreement as a whole
                                         and not to any particular subdivision unless expressly so limited. The parties hereto
                                         intend that each representation, warranty, and covenant contained herein will have independent
                                         significance. If any party hereto has breached any representation, warranty or covenant
                                         contained herein in any respect, the fact that there exists another representation, warranty
                                         or covenant relating to the same subject matter (regardless of the relative levels of
                                         specificity) which that party has not breached will not detract from or mitigate the
                                         fact that such patty is in breach of the first representation, warranty, or covenant.



 


		13.14.	Independent
                                         Nature of Buyer’s Obligations and Rights. The obligations of each Buyer under
                                         this Agreement are several and not joint with the obligations of any other Buyer, and
                                         no Buyer shall be responsible in any way for the performance or non-performance of the
                                         obligations of any other Buyer under this Agreement. Nothing contained herein, and no
                                         action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the
                                         Buyer as a partnership, an association, a joint venture, or any other kind of entity,
                                         or create a presumption that the Buyer are in any way acting in concert or as a group
                                         with respect to such obligations or the transactions contemplated by this Agreement.
                                         Each Buyer shall be entitled to independently protect and enforce its rights, including,
                                         without limitation, the rights arising out of this Agreement, and it shall not be necessary
                                         for any other Buyer to be joined as an additional party in any proceeding for such purpose.



 


[Signature
Page to Spin-Off Agreement To Follow]





 






    	 	-14-	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.


 


	SELLER:	 	BUYER:
	 	 	 	 
	Gratitude
    Health, Inc.	 	/s/
    Hamid Emarlou
	 	 	 	Hamid
    Emarlou, Personally
	By:	/s/
Roy Warren	 	 
	Name:	Roy
Warren	 	 
	Title:	Chief
    Executive Officer	 	 


 






    	 	-15-	 



     


    

 





SCHEDULE
4.3.2


 


Retained
Liabilities


 


Accounts
Payable


 





	 	 	Type	 	 	Date	 	 	Num	 	 	Due Date	 	Open Balance	 
	Diehl Servilla	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	Bill	 	 	 	07/01/2011	 	 	 	16281	 	 	07/11/2011	 	 	112.50	 
	 	 	 	Bill	 	 	 	07/01/2011	 	 	 	16282	 	 	07/11/2011	 	 	40.00	 
	 	 	 	Bill	 	 	 	07/18/2011	 	 	 	17671	 	 	07/28/2011	 	 	520.00	 
	 	 	 	Bill	 	 	 	10/11/2011	 	 	 	18531	 	 	10/21/2011	 	 	80.00	 
	Total Diehl Servilla	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	752.50	 
	dkc Public Relations	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Bill	 	 	 	10/29/2010	 	 	 	37644	 	 	11/08/2010	 	 	1,504.27	 
	 	 	 	Bill	 	 	 	10/29/2010	 	 	 	37897	 	 	11/08/2010	 	 	744.59	 
	 	 	 	Bill	 	 	 	02/28/2011	 	 	 	38604	 	 	03/30/2011	 	 	10,063.25	 
	 	 	 	Bill	 	 	 	03/18/2011	 	 	 	38734	 	 	04/17/2011	 	 	125.72	 
	Total dkc Public Relations	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	12,437.83	 
	Graham Curtin	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Bill	 	 	 	07/31/2013	 	 	 	128173	 	 	08/10/2013	 	 	1,785.00	 
	Total Graham Curtin	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,785.00	 
	Plain Concepts Corporation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Bill	 	 	 	08/22/2012	 	 	 	1133	 	 	09/01/2012	 	 	8,000.00	 
	Total Plain Concepts Corporation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	8,000.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	22,975.33	 





 


Convertible
Debts


 


	Note Holder	 	Principal	 	 	Accrued interest	 
	Alpha	 	$	70,000.00	 	 	$	59,599.73	 
	Brio	 	$	102,500.00	 	 	$	16,046.99	 



 


 


-16-