MAPH Enterprises, LLC.


 


ENGAGEMENT LETTER


 


3/11/2017


 


VIA EMAIL/FAX/REGULAR MAIL


 


I am very pleased that
you have selected MAPH Enterprises, LLC. (hereinafter “MAPH”) to act as an advisor and consultant to VPR Brands
LP. (the “Company”) (hereinafter collectively referred to as the “Parties”), and I look forward to
working with you and your team to accomplish your goals. This Engagement Letter (the “Agreement”) shall confirm the
Company’s engagement of MAPH for purposes of providing business advisory services as set forth below in consideration for
the fees and compensation described hereinafter. This Agreement shall become effective as of the date set forth above upon your
execution and delivery of this Agreement and the engagement fee to MAPH.


 


What we need to help you. Company
agrees to provide MAPH on a regular and timely basis such information, historical financial data, projections, proformas, business
plans, due diligence documentation, and other information (collectively the “Information”) in the possession of the
Company or its agents that MAPH may reasonably request or require to perform the services set forth herein. The information provided
by the Company to MAPH shall be true, complete, accurate, and current in all respects and shall not set forth any untrue statements
nor omit any fact required or necessary to make the Information provided not misleading. The Company shall be deemed to make a
continuing representation of the accuracy and completeness of any and all Information that it supplies to MAPH and the Company
acknowledges that it intends for MAPH to rely on this representation and the continued accuracy and completeness of the Information
without independent verification in the performance of the Services hereunder. The Company authorizes MAPH to use such Information
in connection with its performance of the Services. MAPH shall use its commercially reasonable best efforts to preserve the confidentiality
of Information expressly designated as confidential by the Company. COMPANY shall, promptly upon the request of MAPH, cooperate
with MAPH’ reasonable requests for Information and assistance.


 


Services. MAPH will furnish
to the Company business advisory and consulting services for the purpose of




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creating market awareness of the Company (the
”Services”). The Company acknowledges that the success of the Services is largely dependent upon factors and circumstances
outside the control of MAPH. The Company acknowledges that MAPH has not made any representations, warranties or guarantees that
the Services to be provided hereunder shall result in (a) the purchase of the Company’s securities by any investors; (b)
funds being made available to the Company from any lenders; (c) any financing vehicles being made available to the Company; (d)
any merger, acquisition or disposition in connection with the business or assets of the Company, or any financing transaction (whether
registered with the U.S. Securities and Exchange Commission or pursuant to an exemption from such registration) involving the Company
will take place; (e) the Company or its successors becoming a “publicly traded” company inside or outside of the United
States; or (f) the achievement of any particular result with respect to the Company’s business, stock price, trading volume,
market capitalization or otherwise.


 


Consulting Fee. In addition
to and not in mitigation of, or substitution for, any additional fees enumerated in any Schedules attached hereto, the Company
shall pay to MAPH a total of $75,000 USD (Seventy Five Thousand) and 600,000 restricted shares of VPRB common Stock.


 


		●	Payment #1: $75,00.00USD



 


The fee is due, payable immediately, and fully
earned on the day of execution of this Agreement. Please wire funds to


 


DOMESTING INSTRUCTIONS:


COMPANY NAME:


MAPH ENTERPRISES LLC


 


COMPANY ADDRESS:


1501 Venera Ave Suite 225 


Coral Gables, FL 33146


 


COMPANY #:


786 266 9555


 


BANK NAME:


CITY NATIONAL BANK OF FLORIDA




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ROUTING #:





 


ACCOUNT #:





 





 


Term and Termination. The term
of this Agreement shall be for a period beginning on March 13, 2017 and ending on May 1st, 2017. Either Party may terminate this
Agreement prior to the expiration of the Term upon written notice to the non-terminating party upon: (a) the failure of any party
to cure a material default under this Agreement within five (5) business days after receiving written notice of such default from
the terminating party; (b) the bankruptcy or liquidation of either party; (c) the use by any party of any insolvency laws; (d)
the performance of the Services hereunder; and (e) the appointment of a receiver for all or a substantial portion of either parties’
assets or business. If terminated, irrespective of the reasons for such termination, MAPH shall not be required to perform any
additional services beyond the termination date and all fees described in this Agreement shall be deemed earned in full.


 




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Relationship of the Parties. MAPH
is an independent contractor, responsible for compensation of its agents, employees and representatives, as well as all applicable
withholding there from and any taxes thereon (including any unemployment compensation) and all workers’ compensation insurance.
Nothing


herein shall establish any partnership, joint
venture, or other business association between the parties.


 


Disputes. Any dispute, controversy
or claim between the Company and MAPH arising out of or related to this Agreement or breach thereof, except those faults described
in the Remedies for Certain Faults section of this Agreement, shall be settled by arbitration, which shall be conducted in accordance
with the rules of the American Arbitration Association then in effect and conducted in the County of Miami-Dade in the State of
Florida. Any award made by arbitrators shall be binding and conclusive for all purposes thereof, may include injunctive relief,
as well as orders for specific performance and may be entered as a final judgment in any court of competent jurisdiction. The cost
and expenses of such arbitration shall be borne in accordance with the determination of the arbitrators and may include reasonable
attorney’s fees. Each party hereby further agrees that service of process may be made upon it by registered or certified
mail or personal service at the address provided herein.


 


Indemnification by COMPANY to MAPH.
The Company shall indemnify and hold harmless MAPH and its directors, officers, employees, agents, attorneys and assigns
from and against any and all losses, claims, costs, damages, or liabilities (including the fees and expenses of legal counsel)
to which any of them may become subject in connection with the investigation, defense or settlement of any actions or claims: (i)caused
by the Company’s misstatement or alleged misstatement of a material fact or omission or alleged omission of a material fact
required to make any statement not misleading; (ii) arising in any manner out of or in connection with the rendering of Services
by MAPH hereunder; or (iii) otherwise in connection with this Agreement. The Company shall not be liable for any settlement of
any action effected without its written consent.


 


Notices. All notices hereunder
shall be in writing and shall be validly given, made or served if in writing and delivered in person or when received by facsimile
transmission, or five days after being sent first class certified or registered mail, postage prepaid, or one day after being sent
by a nationally recognized overnight carrier to the party for whom intended at the address set forth after each parties signatures.


 




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Severability. If any clause
or provision of the Agreement is illegal, invalid or unenforceable under applicable present or future laws effective during the
Term, the remainder of this Agreement shall not be affected. In lieu of each clause or provision of this Agreement, that is illegal,
invalid or unenforceable, there shall be added as a part of this Agreement a clause or provision as nearly identical as may be
possible, and as may be legal, valid, and enforceable. In the event that any clause or provision of this Agreement is illegal,
invalid, or unenforceable as aforesaid and the effect of such illegality, invalidity, or unenforceability is that either party
no longer has the substantial benefit of its bargain under this Agreement and a clause or provision as nearly identical as may
be possible cannot be added, then, in such event, such party may in its discretion cancel and terminate this Agreement provided
such party exercises such right within a reasonable time after such occurrence.


 


This is our Agreement. The parties
agree and acknowledge that they have jointly participated in the negotiation and drafting of this Agreement and that this Agreement
has been fully reviewed and negotiated by the parties and their respective counsel. In the event of an ambiguity or question of
intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumptions or
burdens of proof shall arise favoring any party by virtue of the authorship of any of the provisions of this Agreement.


 


Governing Law. This Agreement
shall be governed by and construed under the laws of the State of Florida without regard to principals of conflicts of laws provisions.


 


Venue. Venue for any dispute
arising out of this Agreement shall be in a court of competent jurisdiction in Miami-Dade County, Florida.


 


Interpretation. The Parties
hereby acknowledge and agree that each has participated in the negotiation and drafting of this Agreement and that the principle
of construing a document most strictly against its drafter shall not apply with respect to the interpretation of this agreement.


 


Paragraph Headings. Headings
in this Agreement are for reference purposes only and shalt not be deemed to have any substantive effect.


 




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Amendments; Waivers. This Agreement
may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by all parties. No failure
to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall
any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power, or privilege.
No waiver of any breach of any provision shall be deemed to be a waiver of any preceding or succeeding breach of the same or any
other provision, nor shall any waiver be implied from any course of dealing between the parties. To be effective, all waivers must
be in writing, signed by both parties. The rights and remedies of the parties under this Agreement are in addition to all other
rights and remedies, at law or equity, that they may have against each other except as may be specifically limited herein.


 


This is our entire Agreement. This
Agreement contains the entire understanding of the parties in respect of its subject matter and supersedes all prior agreements
and understandings (oral and written) between or among the parties with respect to such subject matter. The parties agree that
prior drafts of this Agreement shall not be deemed to provide any evidence as to the meaning of any provision hereof or the intent
of the parties with respect thereto.


 


We May Execute this Agreement in Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together
shall constitute one and the same instrument. A telecopy signature of any party shall be considered to have the same binding legal
effect as an original signature.


 


Prevailing Party Rights. In
the event that any dispute among the parties to this Agreement should result in arbitration or litigation, the substantially prevailing
party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of
such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses
of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals and collection.


 


If the foregoing is in accordance with your
understanding, kindly confirm your acceptance and agreement by signing and returning the enclosed duplicate of this Agreement that
will thereupon




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constitute an agreement between us.


 


 


Yours Very Truly,


 


 


Accepted and approved this 8th day of March
2017. (Signature Page Follows)


 


 


 


By:_/s/ Kevin Frija________________________


Authorized Representative


VPR Brands, LP (VPRB)


 


 


By:__/s/ Jason Spatafora___________________


Jason Spatafora


Partner


MAPH Enterprises, LLC.


 


 


 



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