Exhibit 10.1


 


OPTION
SURRENDER AGREEMENT


 


	TO:	VAPE HOLDINGS,
    INC. (THE “COMPANY”)


 


	RE:	SURRENDER OF
    OPTIONS



 

The
undersigned holder of non-statutory stock options (the “Company Options”) to acquire shares of common
stock of the Company, par value $0.00001, granted pursuant to the 2014 Incentive and Nonstatutory Stock Option Plan (the “Plan”),
agrees to surrender each Company Option set forth on Exhibit A hereto (the “Surrendered Options”). The
undersigned is permitted to surrender, for no consideration, Company Options pursuant to Section 10 of their Nonstatutory Stock
Option Agreement (the “Option Agreement”)


 


The
undersigned has determined to surrender the Surrendered Options, each of which has an exercise price substantially greater than
the current trading price of the Company’s common stock, in order to assist the Company in attracting and retaining talented
executive and employees in the future.


 


Therefore,
without requiring any further action on the part of the undersigned, and notwithstanding any terms of the Option Agreement to
the contrary, the undersigned hereby irrevocably elects to surrender the Surrendered Options immediately upon the execution of
this agreement by the undersigned.


 


In
connection with the surrender of the Surrendered Options, the undersigned represents and warrants to the Company that (a) he
or she is the beneficial and registered owner of the Surrendered Options, which are free and clear of all liens, charges, encumbrances
and any other rights of others; (b) he or she has good and sufficient power, authority and right to enter into and deliver
this agreement and to transfer the legal and beneficial title and ownership of the Surrendered Options to the Company, free and
clear of all liens, charges and encumbrances; (c) he or she has duly executed and delivered this agreement and it constitutes
a valid and legally binding obligation on him or her, enforceable against him or her in accordance with its terms; (d) there
is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon him
or her to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Surrendered Options
other than pursuant to the terms of this agreement; and (e) the undersigned has not been promised, nor has he or she received
nor will he or she receive, any cash or any grants of equity awards relating to shares of Company common stock in exchange or
consideration for the surrender of the Surrendered Options.


 


In
the event of a conflict between the terms of this agreement and the Plan or the applicable Option Agreement, the provisions of
this agreement shall control.


 


The
undersigned acknowledges that he or she has read this agreement, understands it and voluntarily accepts its terms. The undersigned
further acknowledges that this agreement is executed voluntarily and without any duress or undue influence on the part of or on
behalf of the Company.


 


This
agreement shall be governed and construed in accordance with the laws of the State of California, without regard to conflicts
of laws thereof. This agreement may be executed in counterparts, each of which shall be an original, with the same effect as if
the signatures affixed thereto were upon the same instrument.


 


This
agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, permitted assigns
and legal representatives.


 


[Signatures
on following page]


 



    


     


    




 


DATED as
of the ___ day of September, 2015.


 


			 
	 	 	 






 


Accepted
by the Company on this ___ day of September, 2015.


 





	 	VAPE HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Kyle Tracey
	 	 	
        Kyle Tracey,

        Chief Executive Officer





 



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EXHIBIT
A


 


SURRENDERED
OPTIONS


 


 


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