Exhibit 10.5





 


TERMINATION AGREEMENT


 


This Termination Agreement, dated as of December
___, 2014 (the ’’Termination Agreement”), between Alpha Capital Anstalt, a Lichtenstein corporation, Adventure
Ventures LLC, a New York limited liability company, Whalehaven. Capital Fuad, Ltd., a Bermuda corporation, DPIT 5 LLC, a Nevada
limited liability company, and OJA LLC, a Florida Limited liability company (collectively, the "Seller"), and Vapir Enterprises
Inc. f/k/a FAL Exploration Corp., a Nevada corporation (the "Buyer” and together with Seller, the "Parties”
and each, a ’’Party”), agree as follows:


 


WHEREAS, the Parties have entered into a Real
Estate Purchase and Sale Agreement, dated as of November 13, 2013 (the “Agreement”); and


 


WHEREAS, the Parties have agreed to unwind
the purchase of the Property and the Buyer has agreed to sell the Property and return all proceeds of such sale of the Property
back to the Seller and all consideration paid for the Property shall be returned to the Buyer, including the Promissory Note in
the amount of $200,000 and the 800,000 pre-reverse stock split shares of common stock of the Buyer; and


 


WHEREAS, the Buyer hereby agrees to sell the
Property for an estimated total price of $224,755 (the “Sale Proceeds") and put the proceeds in escrow to be held for
the Seller pursuant to the terms of this Termination Agreement; and


 


WHEREAS, the Parties hereto desire to terminate
the Agreement on the terms and subject to the conditions set forth herein.


 


NOW, THEREFORE, in consideration of the premises
set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
agree as follows:


 


1.     Definitions Capitalized
terms used and not defined in this Termination Agreement have the respective meanings assigned to them in the Agreement.


 


2.     Termination of the Agreement
Subject to the terms and conditions of this Termination Agreement, the Agreement is hereby terminated as of the date first written
above (the “Termination Date"). From and after the Termination Date, the Agreement will be of no further force or effect,
and the rights and obligations of each of the Parties thereunder shall terminate.


 


3.     Return of Purchase Price
and Remittance of Proceeds of Sale to Seller. Pursuant to the terms of the Agreement, as consideration for the Property, the
Buyer agreed to purchase the property for $400,000 (the “Purchase Price”) which consisted of: (i) a total of 800,000
shares of stock of the Buyer, based on a price of $0.25 per share (the “Shares’’); and (ii) a promissory note
in the original principal amount of $200,000 bearing interest at the lowest imputed rate, with no payments or principal or interest
due or payable until the thirty-sixth month after Closing (the “Note”). Pursuant to this Termination Agreement, the
Buyer hereby agrees to sell the Property and place the Sale Proceeds in trust to be delivered to the Seller and, in exchange for
the Sale Proceeds, the Seller hereby agrees to return the total Purchase Price by deeming their Note satisfied in full and returning
the Shares to treasury immediately upon the Termination Date.


 


For the avoidance of doubt, the Shares were
issued prior to the 5 to 1 reverse stock split that was approved and effective by the Company on October 3, 2014. Therefore, as
of the date of this Termination Agreement and on a post-reverse split adjustment, the Shares are a total of 160,000 shares of common
stock.


 


		4.	Certain Rights and Obligations



 


As material consideration for the covenants,
agreements and undertakings of the Parties under this Termination Agreement;


 


(a)   Promptly following
the full execution of this Termination Agreement, the Buyer shall execute the necessary documents to transfer ownership of the
Property back to the Sellers (the ‘‘Termination Transfer”).


 


(b)   Promptly following
the full execution of this Termination Agreement, the Seller shall deliver to Buyer (i) all the Shares issued to them in connection
with the Agreement; and (ii) the Note to be cancelled and deemed satisfied in full.


 




    	 



    	 



    

  


		5.	Mutual Release



 


(a)   In consideration
of the covenants, agreements and undertakings of the Parties under this Termination Agreement, each Party, on behalf of itself
and its respective present and former parents, subsidiaries, affiliates, officers, directors, shareholders, members, successors
and assigns (collectively, “Releasers”) hereby releases, waives and forever discharges the other Party and its respective
present and former, direct and indirect, parents, subsidiaries, affiliates, employees, officers, directors, shareholders, members,
agents, representatives, permitted successors and permitted assigns (collectively, “Releasees”) of and from any and
all actions, causes of action, suits, losses, liabilities, rights, debts, dues, sums of money, accounts, reckonings, obligations,
costs, expeases, liens, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses,
damages, judgments, extents, executions, claims, and demands, of every kind and nature whatsoever, whether now known or unknown,
foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law, admiralty or equity (collectively, “Claims”),
which any of such Releasors ever had, now have, or hereafter can, shall, or may have against any of such Releasees for, upon, or
by reason of any matter, cause, or thing whatsoever from the beginning of time through the date of this Termination Agreement arising
out of or relating to the Agreement, except for any Claims relating to rights and obligations preserved by, created by or otherwise
arising out of this Termination Agreement.


 


(b)   Each Party,
on behalf of itself and each of its respective Releasors, understands that it may later discover Claims or facts that may be different
than, or in addition to, those that it or any other Releasor now knows or believes to exist regarding the subject matter of the
release contained in this Section 5, and which, if known at the time of signing this Tennination Agreement, may have materially
affected this Termination Agreement and such Party’s decision to enter into it and grant the release contained in this Section
5. Nevertheless, the Releasors intend to fully finally and forever settle and release all Claims that now exist, may exist or previously
existed, as set forth in, the release contained in this Section 5, whether known or unknown, foreseen or unforeseen, or suspected
or unsuspected, and the release given herein is and will remain in effect as a complete release, notwithstanding the discovery
or existence of such additional or different facts. The Releasors hereby waive any right or Claim that might arise as a result
of such different or additional Claims or facts.


 


		6.	Representations and Warranties Each Party hereby
represents and warrants to the other Party that:



 


(a)   It has the
full right, corporate power and authority to enter into this Termination Agreement and to perform its obligations hereunder.


 


(b)   The execution
of this Termination Agreement by the individual whose signature is set forth at the end of this Termination Agreement on behalf
of such Party, and the delivery of this Termination Agreement by such Party, have been duly authorized by all necessary corporate
action on the part of such Party.


 


(c)   This Termination
Agreement has been executed and delivered by such Party and (assuming due authorization, execution and delivery by the other Party
hereto) constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its
terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable
principles related to or affecting creditors' rights generally or the effect of general principles of equity.


 


(d)   It (i) knows
of no Claims against the other Party relating to or arising out of the Agreement that are not covered by the release contained
in Section 5 and (ii) has neither assigned not transferred any of the Claims released herein to any person or entity and no person
or entity has subrogated to or has any interest or rights in any Claims.


 


EXCEPT FOR THE EXPRESS REPRESENTATIONS AND
WARRANTIES SET FORTH IN THE AGREEMENT AND IN THIS TERMINATION AGREEMENT, (A) NEITHER PARTY HERETO NOR ANY PERSON ON SUCH PARTY’S
BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, EITHER ORAL OR WRITTEN, WHETHER ARISING
BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH
PARTY HERETO ACKNOWLEDGES THAT, IN ENTERING INTO THIS TERMINATION AGREEMENT, IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY
MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH OTHER PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION
6.


 




    	 



    	 



    

  


		7.	Indemnification



 


(a)   Each Party
(as "Indemnifying Party”) shall defend, indemnify and hold harmless the other Party, and its officers, directors, employees,
agents, affiliates, permitted successors and permitted assigns (collectively, "Indemnified Party”), against any and
all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs,
or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification
under this Termination Agreement and the cost of pursuing any insurance providers, awarded against an Indemnified Party in a final
non-appealable judgment (collectively, ’’Losses”), arising out or resulting from any claim of a third party alleging:
(i) material breach by Indemnifying Party or its employees, consultants or other personnel of any representation, warranty, covenant
or other obligations set forth in this Termination Agreement; or (ii) gross negligence or more culpable act or omission of an Indemnifying
Party or its employees, consultants or other personnel (including any recklessness or willful misconduct) in connection with the
performance of its obligations under this Termination Agreement.


 


(b)   Notwithstanding
anything to the contrary in this Termination Agreement, the Indemnifying Party is not obligated to indemnify, defend or hold harmless
the other Party and the other Indemnified Parties against any Losses arising out of or resulting, in whole or in part, from an
Indemnified Party’s: (i) willful acts or omissions; or (ii) bad faith failure to materially comply with any of its obligations
set forth in this Termination Agreement.


 


(c)   An Indemnified
Party seeking indemnification under this Section 7 shall give the Indemnifying Party: (i) prompt Notice (as defined below) of the
relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability
or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (ii) reasonable
cooperation, at the Indemnifying Party’s expense, in the defense of such claim. The Indemnifying Party shall have the right
to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the
prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party’s
rights or Interests, The Indemnified Party shall have the right to participate in the defense at its own expense.


 


(d)   THIS SECTION
7 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED
PARTY FOR ANY DAMAGES COVERED BY THIS SECTION 7.


 


8.     Confidentiality
Subject to the terms and conditions of Section 9(a), each Party acknowledges the confidential nature of the terms and conditions
of this Termination Agreement (collectively, the "Confidential Information”) and agrees that it shall not (a) disclose
any of such Confidential Information to any person or entity, except to such affiliates, employees, advisors and other representatives
who need to know the Confidential Information to assist such Party, or act on its behalf, to exercise its rights or perform its
obligations under this Termination Agreement, or (b) use the Confidential Information, or permit it to be accessed or used, for
any purpose other than to exercise its rights or perform its obligations under this Termination Agreement. Each Party shall be
responsible for any breach of this Section 8 caused by any of its affiliates, employees, advisors, or other representatives. Notwithstanding
the foregoing, if any Confidential Information is permissibly disclosed pursuant to Section 9(a), such information will no longer
be deemed “Confidential information” for the purposes of this Section 8.


 


		9.	Publicity and Announcements



 


(a)   Neither Party
shall (orally or in writing) publicly disclose or issue any press release or make any other public statement, or otherwise communicate
with the media, concerning the existence of this Termination Agreement or the subject matter hereof, without the prior written
approval of the other Party (which shall not be unreasonably withheld or delayed), except to the extent that such Party (based
upon the reasonable advice of counsel) is required to make any public disclosure or filing with respect to the subject matter of
this Termination Agreement (i) by applicable law, or (ii) pursuant to any rules or regulations of any securities exchange of which
the securities of such party are listed or traded, or (iii) in connection with enforcing its rights under this Tennination Agreement.


 




    	 



    	 



    

 


		10.	Miscellaneous



 


(a)   All notices,
requests, consents, claims, demands, waivers, summons and other legal process, and other similar types of communications hereunder
(each, a ’’Notice”) must be in writing and addressed to the relevant Party at the address set forth on the first
page of this Termination Agreement (or to such other address that may be designated by the receiving Party from time to time in
accordance with this Section 10(a). All Notices must be delivered by personal delivery, nationally recognized overnight courier
(with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid). A Notice is
effective only (i) upon receipt by the receiving Party and (ii) if the Party giving the Notice has complied with the requirements
of this Section 10(a).


 


(b)   This Termination
Agreement and all matters arising out of or relating to this Termination Agreement are governed by, and construed in accordance
with, the laws of the State of New York, without regard to the conflict of Jaws provisions of such State. Any legal suit, action
or proceeding arising out of or relating to this Termination Agreement must be instituted in the federal courts of the United States
of America or the courts of the State of New York, in each case located in the City of New York and County of New York, and each
Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.


 


(c)   This Termination
Agreement, and each of the terras and provisions hereof, may only be amended, modified, waived or supplemented by an agreement
in writing signed by each Party.


 


(d)   Neither Party
may assign, transfer or delegate any or all of its rights or obligations under this Termination Agreement without the prior written
consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that either Party may
assign this Termination Agreement to an affiliate, a successor-in-interest by consolidation, merger or operation of law or to
a purchaser of all or substantially all of the Party’s assets. No assignment will relieve the assigning party of any of its
obligations hereunder. Any attempted assignment, transfer or other conveyance in violation of the foregoing will be null and void.
This Termination Agreement will inure to the benefit of and be binding upon each of the Parties and each of their respective permitted
successors and permitted assigns.


 


(e)   This Tennination
Agreement may be executed in counterparts, each of which is deemed an original, but all of which constitutes one and the same agreement.
Delivery of an executed counterpart of this Termination Agreement electronically or by facsimile shall be effective as delivery
of an original executed counterpart of this Termination Agreement.


 


(f)   For purposes
of this Termination Agreement, (i) the words “include," “includes” and “including" are deemed
to be followed by the words “without limitation”; (ii) the word “or” is not exclusive; (iii) the words
"herein,” “hereof,” “hereby,” "hereto” and “hereunder" refer to this Termination
Agreement as a whole; (iv) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (y)
words denoting any gender include all genders. The Parties drafted this Termination Agreement without regard to any presumption
or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.


 


(g)   The headings
in this Termination Agreement are for reference only and do not affect the interpretation of this Termination Agreement.


 


(h)   If any term
or provision of this Termination Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality
or unenforceability shall not affect any other term or provision of this Termination Agreement or invalidate or render unenforceable
such term or provision in any other jurisdiction; provided, however, that if any fundamental term or provision of this Termination
Agreement is invalid, illegal or unenforceable, the remainder of this agreement shall be unenforceable.


 


(i)   Each of the
Parties shall, from time to time at the request and sole expense of the other Party, furnish the other Party such further information
or assurances, execute and deliver such additional documents, instruments and conveyances, and take such other actions and do such
other things, as may be reasonably necessary to carry out the provisions of this Termination Agreement and give effect to the transactions
contemplated hereby.


 




    	 



    	 



    

 


(j)   Each Party
acknowledges and agrees that (i) & breach or threatened breach by such party of any of its obligations under this Termination
Agreement would give rise to irreparable harm to the other party for which monetary damages would not be an adequate remedy and
(ii) in the event of a breach or a threatened breach by such Party of any such obligations, the other Party will, in addition to
any and all other rights and remedies that may be available to such party at law, at equity or otherwise in respect of such breach,
be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief
that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without
any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Each Party agrees that it
shall not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction
of an order granting equitable relief, in either case, consistent with the terms of this Section 10(j).


 


(k)   This Termination
Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes
all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to
such subject matter.


 


(l)   Each Party
shall pay its own costs and expenses in connection with the drafting, negotiation and execution of this Termination Agreement (including
the fees and expenses of its advisors, accounts and legal counsel).


 


(m)   Except as expressly
set forth in this Section 9(m), this Termination Agreement benefits solely the Parties hereto and their respective permitted successors
and permitted assigns, and nothing in this Termination Agreement, express or implied, confers on any other person or entity any
legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Termination Agreement.


 


IN WITNESS WHEREOF, the Parties have executed
this Termination Agreement as of the date first written above.


 


SELLER


 





	ALPHA
    CAPITAL ANSTALT,	DPIT 5 LLC
	a Lichtenstein corporation	a Nevada limited liability
    company
	 	 
	By	/s/
    Konrad Ackerman	 	By	/s/
    Samuel Del Presto	 
	Name: Konrad Ackerman	Name: Samuel Del Presto
	Title: President	Title: Managing Member
	 	 
	 	 
	ADVENTURE VENTURES, LLC,	OJA, LLC 
	a New York limited liability
    company	a Florida limited liability
    company
	 	 
	By		 	By	/s/
    Hilary L. Marx - Averbach	 
	Name:	Name: Hilary L. Marx -
    Averbach
	Title:	Title: President
	 	 
	WHALEHAVEN CAPITAL FUND, LTD.,	 
	a Bermuda corporation	 
	 	 
	By	/s/
    Michael Finkelstein	 	 
	Name:	 
	Title: PRO