Exhibit 10.8


 


THIS
NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT
TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS.


 


AMENDED
AND RESTATED SECURED SERIES B PREFERRED STOCK CONVERTIBLE PROMISSORY NOTE


 


	Principal
    Amount $250,000.00	Original
    Issue Date: December 10, 2015


 


THIS
SECURED AMENDED AND RESTATED SERIES B PREFERRED STOCK CONVERTIBLE PROMISSORY NOTE (this "Note") is one
of a series of duly authorized and validly issued Secured Series B Preferred Stock Convertible Notes (the
"Notes") of Vape Holdings, Inc., a Delaware corporation (the "Company"), having its
principal place of business at 21822 Lassen Street, Suite A, Chatsworth, CA 91311.


 


FOR
VALUE RECEIVED, the Company promises to pay to HIVE Ceramics, LLC or its registered assigns (the
"Holder"), or shall have paid pursuant to the terms hereunder, the principal sum of $250,000.00 USD on
December 10, 2016 (the "Maturity Date") or such earlier date as this Note is required or permitted to be
repaid as provided hereunder, or such later date as may be permitted by the Holder as set forth in Section 2 hereof,
and to pay interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note in
accordance with the provisions hereof. This Note amends, supplements, modifies and completely restates and supersedes that
certain $250,000 Promissory Note, dated as of March 27, 2014, issued by the Company to the Holder with an original principal
amount of $250,000 and a maturity date of February 27, 2016.


 


This
Note is subject to the following additional provisions:


 


1.       Definitions.
For the purposes hereof, in addition to the terms defined elsewhere in this Note, the following terms shall have the following
meanings:


 


"Bankruptcy
Event" means any of the following events: (a) the Company or any Significant Subsidiary (as such term is defined in Rule
1-02(w) of Regulation S-X) thereof commences a case or other proceeding under any bankruptcy, reorganization, arrangement, adjustment
of debt, relief of debtors, dissolution, insolvency, or liquidation or similar law of any jurisdiction relating to the Company
or any Significant Subsidiary thereof; (b) there is commenced against the Company or any Significant Subsidiary thereof any such
case or proceeding that is not dismissed within sixty (60) days after commencement; (c) the Company or any Significant Subsidiary
thereof is adjudicated insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered;
(d) the Company or any Significant Subsidiary thereof suffers any appointment of any custodian or the like for it or any substantial
part of its property that is not discharged or stayed within sixty (60) calendar days after such appointment; (e) the Company
or any Significant Subsidiary thereof makes a general assignment for the benefit of creditors; (f) the Company or any Significant
Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment, or restructuring of its
debts; or (g) the Company or any Significant Subsidiary thereof, by any act or failure to act, expressly indicates its consent
to, approval of, or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any
of the foregoing.


 




     


     


    

 


"Business
Day" means any day except any Saturday, any Sunday, any day which shall be a federal legal holiday in the United States
or any day on which banking institutions in the State of California are authorized or required by law or other governmental action
to close.


 


"Common
Stock" means the common stock of the Company.


 


"Common
Stock Equivalents" means any securities of the Company or its subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants, or other
instrument that is at any time convertible into, or exercisable or exchangeable for, or otherwise entitles the holder thereof
to receive, Common Stock.


 


"Exchange
Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


"Securities
Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


"Series
B Shares" means, collectively, the shares of Series B Preferred Stock issued or issuable upon conversion of this Note
in accordance with the terms hereof.


 


2.       Interest;
Prepayment.


 


(a)       Interest
Rate. Interest shall accrue daily on the outstanding principal amount of this Note at a rate per annum equal to eight (8%),
subject to Section 2(d) hereof.


 


(b)       Payment
of Interest. On the Maturity Date, the Company shall pay to the Holder any accrued but unpaid and unconverted interest hereunder
on the aggregate unconverted and then outstanding principal amount of this Note, and on each Conversion Date (as defined herein),
the Company shall pay to the Holder any accrued but unpaid and unconverted interest hereunder on that portion of the principal
amount then being converted. The amount of interest payable on each Conversion Date and the Maturity Date (the "Interest
Amount") may be added to, and included with, the principal amount being so converted on such date.


 


(c)       Interest
Calculations. Interest shall be calculated on the basis of a three hundred sixty (360)-day year, consisting of twelve (12)
thirty (30) calendar day periods, and shall accrue daily commencing on the Original Issue Date, until payment in full of the outstanding
principal, together with all accrued and unpaid interest and other amounts which may become due hereunder, has been made. Interest
hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration
and transfers of this Note (the "Note Register").


 




    	 	2	 



     


    

 


(d)       Default
Interest. After the occurrence, and during the continuance of, any Event of Default, the interest rate on this Note shall
accrue at an interest rate equal to the lesser of sixteen percent (16%) per annum, compounded daily, or the maximum rate permitted
under applicable law.


 


(e)       Prepayment.
Without prejudice to the Holder's rights under clause 4 below, the Company may prepay this Note in cash at any time prior to the
Maturity Date without penalty upon ten (10) days' prior written notice to the Holder.


 


3.       Registration
of Transfers and Exchanges. Prior to due presentment for transfer to the Company of this Note, the Company and any agent of
the Company may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose
of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company
nor any such agent shall be affected by notice to the contrary.


 


4.       Security.
The indebtedness evidenced by this Notes is secured by all of the assets and property of the Company.


 


5.       Conversion.


 


(a)       Voluntary
Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible,
in whole or in part, into the Series B Shares at the option of the Holder, at any time and from time to time (subject to
the conversion limitations set forth in Section 5(c) hereof). The Holder shall effect conversions by delivering to the
Company a Notice of Conversion, the form of which is attached hereto as Annex A (a "Notice of Conversion"),
specifying therein the principal amount of this Note and any accrued but unpaid interest thereon to be converted and the future
date (which may be the same date as the date such notice is deemed effective pursuant to Section 8(a) hereof) on which
such conversion shall be effected (such date, the "Conversion Date"). If no Conversion Date is specified in a
Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion is deemed delivered hereunder. To effect
conversions hereunder, the Holder shall not be required to physically surrender this Note to the Company unless the entire principal
amount of this Note, plus all accrued and unpaid interest thereon, has been so converted. Conversions hereunder shall have the
effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The Holder and
the Company shall maintain records showing the principal amount(s) converted and the date of such conversion(s). In the event
of any dispute or discrepancy, the records of the Company shall be controlling and determinative in the absence of manifest error.
The Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this Section
5(a), following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less
than the amount stated on the face hereof.


 


(b)       Conversion
Price. The conversion price shall be $0.01 per share, subject to adjustment herein (the "Conversion Price")


 




    	 	3	 



     


    

 


(c)       Conversion
Limitations. Unless otherwise approved in writing by the Company, any individual conversion under Section 5(a) hereof
must be for at least an amount of Five Thousand Dollars ($5,000) of the principal amount of this Note and any accrued but unpaid
interest thereon.


 


(d)       Mechanics
of Conversion.


 


(i)       Series
B Shares Issuable Upon Conversion of Principal Amount. The number of Series B Shares issuable upon a conversion hereunder
shall be determined by the quotient obtained by dividing (A) the outstanding principal amount of this Note to be converted plus
any accrued but unpaid interest thereon, by (B) the Conversion Price.


 


(ii)       Delivery
of Certificate Upon Conversion. Not later than five (5) Business Days after each Conversion Date (the "Share Delivery
Date"), the Company shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing
the Series B Shares representing the number of Series B Shares being acquired upon the conversion of this Note.


 


(iii)       Failure
to Deliver Certificates. If in the case of any Notice of Conversion such certificate(s) or shares are not delivered to or
as directed by the applicable Holder by the fifth (5th) Business Day after the Conversion Date, the Holder shall be
entitled to elect by written notice to the Company at any time on or before its receipt of such certificate or certificates, to
rescind such conversion, in which event the Company shall promptly return to the Holder any original Note delivered to the Company
and the Holder shall promptly return to the Company the certificates representing the principal amount of the Note unsuccessfully
tendered for conversion to the Company.


 


(iv)       Reservation
of Shares Issuable Upon Conversion. The Company covenants that it will at all times reserve and keep available out of its
authorized and unissued shares of Series B Shares for the sole purpose of issuance upon conversion of this Note and payment of
interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of
Persons other than the Holder (and the other holders of the Notes), not less than such aggregate number of shares of the Series
B Shares as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the
adjustments of Section 6 hereof) upon the conversion of the outstanding principal amount of this Note and payment of interest
hereunder. The Company covenants that all shares of Series B Shares that shall be so issuable shall, upon issue, be duly authorized,
validly issued, fully paid and nonassessable.


 


(v)       Fractional
Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note. As
to any fraction of a share which Holder would otherwise be entitled to purchase upon such conversion, the Company shall at its
election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Conversion Price or round up to the next whole share.


 




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(vi)       Transfer
Taxes. The issuance of certificates for shares of the Series B Shares on conversion of this Note shall be made without charge
to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such
certificates, provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved
in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note and
the Company shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance
thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.


 


6.       Certain
Adjustments.


 


(a)       Stock
Dividends and Stock Splits. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents
(which, for avoidance of doubt, shall not include any Series B Shares issued by the Company upon conversion of, or payment of
interest on, the Notes); (ii) subdivides outstanding shares of Common Stock into a larger number of shares; (iii) combines (including
by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares; or (iv) issues, in the event
of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall
be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares
of the Company) outstanding immediately before such event and of which the denominator shall be the number of shares of Common
Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 6(a) shall become effective
immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and
shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.


 


(b)       Fundamental
Transaction. If, at any time while this Note is outstanding, (i) the Company effects any merger or consolidation of the Company
with or into another Person, (ii) the Company effects any sale of all, or substantially all, of its assets in one or a series
of related transactions, (iii) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant
to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (iv)
the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock
is effectively converted into or exchanged for other securities, cash or property (each, a "Fundamental Transaction"),
then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Series B Share that would
have been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction, the same kind and
amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction
if it had been, immediately prior to such Fundamental Transaction, the holder of one (1) share of Common Stock (the "Alternate
Consideration"). For purposes of any such conversion, the determination of the Conversion Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one (1)
share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Conversion Price among the Alternate
Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note
following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any successor to the Company
or surviving entity in such Fundamental Transaction shall issue to the Holder a new Note consistent with the foregoing provisions
and evidencing the Holder's right to convert such Note into Alternate Consideration. The terms of any agreement pursuant to which
a Fundamental Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the
provisions of this Section 6(b) and insuring that this Note (or any such replacement security) will be similarly adjusted
upon any subsequent transaction analogous to a Fundamental Transaction. Notice of any such proposed Fundamental Transaction and
of such election shall be given to the Holder at least fifteen (15) calendar days before such closing. In connection with such
purchase, the Holder shall assign this Note to the Company or its assignee, free and clear of any liens, claims or encumbrances
other than transfer restrictions under applicable securities laws.


 




    	 	5	 



     


    

 


(c)       Calculations.
All calculations under this Section 6 shall be made to the nearest cent or the nearest 1/100th of a share, as the case
may be. For purposes of this Section 6, the number of shares of Common Stock deemed to be issued and outstanding as of
a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


(d)       Notice
to the Holder.


 


(i)       Adjustment
to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 6, the Company
shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief
statement of the facts requiring such adjustment.


 


(ii)       Notice
to Allow Conversion by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C)
the Company shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase
any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required
in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any
sale or transfer of all or substantially all of the assets of the Company, of any compulsory share exchange whereby the Common
Stock is converted into other securities, cash or property or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be filed at each office
or agency maintained for the purpose of conversion of this Note, and shall cause to be delivered to the Holder at its last address
as it shall appear upon the Note Register, at least twenty (20) calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record
to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such
reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date
as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common
Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or
share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect
the validity of the corporate action required to be specified in such notice. The Holder is entitled to convert this Note during
the twenty (20)-day period commencing on the date of such notice through the effective date of the event triggering such notice.


 




    	 	6	 



     


    

 


7.       Events of Default:


 


(a)       "Event
of Default" means, wherever used herein, any of the following events (whatever the reason for such event and whether
such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any
court, or any order, rule or regulation of any administrative or governmental body), provided that an event specified in clauses
(i), (ii), or (iii) below will not become an Event of Default unless and until it is not cured, if possible to cure, within five
(5) Business Days after notice of such failure sent by the Holder:


 


(i)       any
default in the payment of (A) the principal amount of any Note or (B) interest and other amounts owing to a Holder on any Note,
as and when the same shall become due and payable (whether on a Conversion Date or the Maturity Date or by acceleration or otherwise;


 


(ii)       the
Company shall fail to observe or perform any other covenant or agreement contained in the Notes;


 


(iii)       any
representation or warranty made in this Note, any written statement pursuant hereto or thereto or any other report, financial
statement or certificate made or delivered to the Holder or any other Holder shall be untrue or incorrect in any material respect
as of the date when made or deemed made;


 


(iv)       the
Company shall provide at any time notice to the Holder, including by way of public announcement, of the Company's intention to
not honor requests for conversions of any Notes in accordance with the terms hereof.


 


(b)       Acceleration
Upon Event of Default. If any Event of Default occurs, the outstanding principal amount of this Note, plus accrued but unpaid
interest and other amounts owing in respect thereof through the date of acceleration, shall become, at the Holder's election,
immediately due and payable in cash. After the occurrence and during the continuance of any Event of Default, the interest rate
on this Note shall accrue as set forth in Section 2(d) hereof. If there is such an acceleration, then upon the payment
in full of the outstanding principal amount of this Note, plus accrued but unpaid interest and other amounts owing in respect
thereof, the Holder shall promptly surrender this Note to or as directed by the Company. In connection with such acceleration
described herein, the Holder need not provide, and the Company hereby waives, any presentment, demand, protest or other notice
of any kind, and the Holder may immediately and without expiration of any grace period enforce any and all of its rights and remedies
hereunder and all other remedies available to it under applicable law. Such acceleration may be rescinded and annulled by Holder
at any time prior to payment hereunder and the Holder shall have all rights as a holder of the Note until such time, if any, as
the Holder receives full payment pursuant to this Section 7(b).


 




    	 	7	 



     


    

 


8.       Miscellaneous.


 


(a)       Notices.
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation,
any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight
courier service, addressed to the Company, at the address set forth above, or such other facsimile number or address as the Company
may specify for such purpose by notice to the Holder delivered in accordance with this Section 8(a). Any and all notices
or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by
facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address
of the Holder appearing on the books of the Company, or if no such facsimile number or address appears, at the principal place
of business of the Holder. Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission or delivery, if such
notice or communication is delivered via facsimile at the facsimile number, or delivered by a U.S. nationally recognized overnight
courier service to the address, set forth on the signature pages attached hereto prior to 5:30p.m. (Los Angeles time) on a Business
Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the
facsimile number, or delivered by such courier service to the address, set forth on the signature pages attached hereto on a day
that is not a Business Day or later than 5:30 p.m. (Los Angeles time) on any Business Day, or (c) upon actual receipt by the party
to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature
pages attached hereto.


 


(b)       Absolute
Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, and accrued interest, as applicable, on this Note at the time, place,
and rate, and in the coin or currency, herein prescribed.


 


(c)       Lost
or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange
and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed
Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence
of such loss, theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to the Company.


 




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(d)       Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by
and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of
conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense
of the Note (whether brought against a party hereto or its respective Affiliates, directors, officers, shareholders, employees
or agents) shall be commenced in the state and federal courts sitting in the County of Los Angeles (the "Los Angeles Courts").
Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the Los Angeles Courts for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of such Los Angeles Courts, or such Los Angeles Courts are improper or inconvenient venue for such proceeding. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by
mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the
address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by applicable law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated
hereby. If either party shall commence an action or proceeding to enforce any provisions of this Note, then the prevailing party
in such action or proceeding shall be reimbursed by the other party for its attorneys' fees and other costs and expenses reasonably
incurred in the investigation, preparation and prosecution of such action or proceeding.


 


(e)       Waiver.
Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Company
or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any
waiver by the Company or the Holder must be in writing.


 


(f)       Severability.
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any
provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances.
If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury,
the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law.


 


(g)       Next
Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.


 


(h)       Headings.
The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed to limit
or affect any of the provisions hereof.


 


(i)       Assumption.
Any successor to the Company or any surviving entity in a Fundamental Transaction shall (i) assume, prior to such
Fundamental Transaction, all of the obligations of the Company under this Note pursuant to written agreements in form and
substance satisfactory to the Holder (such approval not to be unreasonably withheld or delayed) and (ii) issue to the Holder
a new Note of such successor entity evidenced by a written instrument substantially similar in form and substance to
this Note, including, without limitation, having a principal amount and interest rate equal to the principal amount and the
interest rate of this Note and having similar ranking to this Note, which shall be satisfactory to the Holder (any such
approval not to be unreasonably withheld or delayed). The provisions of this Section 8(i) shall apply similarly and
equally to successive Fundamental Transactions and shall be applied without regard to any limitations of this
Note.


 


*********************




    	 	9	 



     


    

 


IN
WITNESS WHEREOF, the Company has caused this Note to be duly executed by a duly authorized officer as of the date first above
indicated.


 


	VAPE
    HOLDINGS, INC.	 
	 	 	 
	By:	/s/
    Ben Beaulieu	 
	Name: 	Ben
    Beaulieu	 
	Title:
    	Chief
    Operating Officer	 


 


Address
for Notice:


 


21822
Lassen Street, Suite A


Chatsworth, CA 91311


 






    	 	10	 



     


    

 


ANNEX
"A"


 


NOTICE
OF CONVERSION


 


The
undersigned hereby elects to convert principal under the Series B Preferred Stock Convertible Promissory Note (the "Note")
due December 10, 2016 of Vape Holdings, a Delaware corporation (the "Company"), into shares of Series B Preferred Stock
(the "Series B Shares") of the Company according to the conditions hereof, as of the date written below. If Series B
Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Company in accordance
therewith. No fee will be charged to the holder for any conversion, except for such transfer taxes, if any.


 


The
undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with
any transfer of the aforesaid Series B Shares pursuant to any prospectus.


 


	Conversion
    calculations:	Date
    to Effect Conversion:
	 	 
	 	Principal
        Amount of Note to be Converted:

         

        Interest
        Accrued on Account of Conversion at Issue:

         

        Number
        of shares of Series B Preferred Stock to be issued:

         

        Signature:

         

        Name:

         

        Address
        for Delivery of Series B Preferred Stock Certificates:

         



  


 


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