Exhibit
10.2


 


STOCK
SURRENDER AGREEMENT


 


This
STOCK SURRENDER AGREEMENT (the “Agreement”) dated as of October 20, 2015, by and between VAPE Holdings, Inc.
(the “Company”) and the undersigned shareholder (the “Shareholder”) of Company common stock.


 


W
I T N E S S E T H:


 


WHEREAS,
on or about March 12, 2015, as applicable, the Shareholder was issued the number of shares of common stock set forth opposite
the Shareholder’s name on Schedule A hereto, par value of $0.00001 per share (the “Common Stock”) pursuant
to a bonus stock grant by the Company;


 


WHEREAS,
the Shareholder desires to surrender his legal right, title and interest in the Common Stock to the Company which will be held
by the Company as treasury stock;


          


NOW,
THEREFORE, in consideration of the promises and mutual covenants, agreements, representations and warranties herein contained,
the parties hereto agree as follows:


 


1. Surrender
of Shares. Subject to the terms and conditions of this Agreement, as of the date first above written, the Shareholder hereby
surrender all legal right, title and interest in the Shares to the Company to be held by the Company as treasury stock. The Shareholder
shall receive no consideration for the surrendered Shares.


 


2. Further
Assurances. The Shareholder represents and warrants to the Company that (a) he is the beneficial and registered owner
of the Shares, which are free and clear of all liens, charges, encumbrances and any other rights of others; (b) he 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 Shares to the Company, free and clear of all liens, charges and encumbrances; (c) he has duly executed
and delivered this agreement and it constitutes a valid and legally binding obligation on him, enforceable against him 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 to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any
of the Shares other than pursuant to the terms of this agreement; and (e) after the date hereof, the Shareholder agrees to
take any and all actions necessary to surrender the Shares to the Company.


 


3. Acknowledgements.
The parties hereto acknowledge and agree that the intent and purpose of the transaction contemplated by this Agreement is not
to hinder or defraud any creditor of Shareholder. The Shareholder acknowledges that he has read this agreement, understands it
and voluntarily accepts its terms. The Shareholder 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.


 


4. Entire
Agreement: Amendments. This Agreement contains, and is intended as, a complete statement of all the terms of the arrangements
between the parties with respect to the matters provided for and supersedes any and all prior agreements, arrangements and understandings
between the parties with respect to the matters provided for herein. No alteration, waiver, amendment, change or supplement hereto
shall be binding or effective unless the same is set forth in writing, signed by the parties hereto or a duly authorized representative
thereof.


 


5. Notices.
Any notices required or permitted to be given under this Agreement shall be in writing, signed by the party giving such notice
and shall be deemed duly given when sent by registered or certified mail return receipt requested, to the other parties hereto
at such parties address set forth on the signature page hereto or at such other address as such parties shall designate by similar
notice to the other parties. 


 


6. Governing
Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California,
without giving effect to principles of conflicts of law or choice of law. Each Shareholders and the Company hereby agree that
the state and federal courts located in Los Angeles, California, shall have exclusive jurisdiction and venue over all actions
relating to this Agreement.





 






    


     


    

 


IN
WITNESS WHEREOF, the parties have hereunto executed this Agreement on the day and year first above written.


 





	 	VAPE
                                         HOLDINGS, INC. 



	 	 	 
	 	By:	/s/
    Kyle Tracey
	 	Name:	Kyle
    Tracey
	 	Title:	CEO
	 	 	 
	 	SHAREHOLDER
	 	 	 
	 	 	




 



    2


     


    

 


Schedule A


 


	Shareholder	 	Number
    of Shares to be Transferred to the Company
	 	 	 	 	 


 


 


3