Exhibit 10.24


 





VAPE
HOLDINGS, INC.


 


COMMON
STOCK PURCHASE AGREEMENT


 


This
Common Stock Purchase Agreement (this “Agreement”)
is made and entered into as of December 10, 2015 (the “Agreement Date”), by and between Vape Holdings,
Inc., a Delaware corporation (the “Company”), and
Odyssey Research and Trading, LLC, a Utah limited liability company (the “Purchaser”).


 


Recitals


 


Whereas,
the Company desires to issue and sell common
stock of the Company, par value $0.00001 (the “Common Stock”), on the terms and conditions set forth
herein, and has authorized such sale and issuance; and


 


Whereas,
the Purchaser desires to purchase such Common Stock on the terms and conditions set forth herein.


 


Agreement


 


Now,
Therefore, in consideration of the foregoing
recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.           Agreement
To Sell And Purchase.


 


The
Purchaser hereby agrees to purchase, and the Company hereby agrees to sell and issue to the Purchaser, a number of shares (the
“Shares”) of newly issued restricted Common Stock of the Company determined pursuant to the following
formula for an aggregate purchase price of $90,000.00 (the “Purchase Price”): the total number of Shares
being purchased hereunder shall be equal to (a) the Purchase Price divided by (b) 90% multiplied by the average of the closing
prices of the Common Stock on the Company’s principal trading market for the three (3) Trading Days (as defined below) immediately
preceding the date that is six (6) months from the date hereof. In the event of any stock split, stock combination, recapitalization,
stock dividend, or similar transaction that occurs prior to the Company’s delivery of any Shares pursuant to the terms hereof,
the number of Shares shall be adjusted accordingly based on such stock split, stock combination, recapitalization, stock dividend,
or similar transaction. For purposes hereof, the term “Trading Day” means any day on which the New York
Stock Exchange is open for trading.


 






     


     


    

 


2.           Closing,
Delivery And Payment.


 


The
closing of the sale and purchase of the Shares under this Agreement (the “Closing”) will take place
simultaneously with the execution of this Agreement or at such other time as the parties may otherwise agree. At the Closing,
the Purchaser will pay the entire Purchase Price for all of the Shares by wire transfer of immediately available funds to such
account as may be designated by the Company. Notwithstanding the foregoing, the Company will not issue or otherwise put in the
Purchaser’s name any Shares until the satisfaction of each of the following conditions (the “Share Delivery
Conditions”): (a) no Shares shall be delivered prior to the date that is six (6) months from the date hereof; (b)
the Purchaser shall have delivered to the Company written notice specifying the number of Shares to be delivered (a “Share
Delivery Notice”); and (c) such delivery of Shares will not result in the Purchaser owning Common Stock in excess
of the Maximum Percentage (as defined below). Upon satisfaction of the Share Delivery Conditions, the Company will deliver the
number of Shares specified in the applicable Share Delivery Notice within three (3) days of the Purchaser’s delivery of
the applicable Share Delivery Notice. Upon execution of this Agreement, the Company will cause to be executed and delivered to
the Purchaser a fully executed secretary’s certificate substantially in the form attached hereto as Exhibit A
evidencing the Company’s approval of this Agreement.


 


3.           Representations,
Warranties and Covenants of the Company.


 


The
Company hereby represents, warrants and covenants to the Purchaser that as of the Closing and each date Shares are delivered to
the Purchaser pursuant to the terms hereof: 


 


(a)
The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and
has all necessary corporate power and authority to (i) own, operate and occupy its properties and to carry on its business as
presently conducted, and (ii) enter into this Agreement and the other agreements, instruments and documents contemplated hereby,
and to consummate the transactions contemplated hereby and thereby. The Company is qualified to do business and is in good standing
in each jurisdiction in which the failure to so qualify would have a material adverse effect.


 


(b)
All necessary corporate proceedings, votes, resolutions and approvals relating to the issuance and sale of the Shares will have
been completed by the Company. Upon execution, this Agreement will constitute a valid and legally binding obligation of the Company,
enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable remedies.


 


(c)
The Shares purchased pursuant to this Agreement will be, upon issuance and payment by the Purchaser in accordance with this Agreement,
duly authorized, validly issued, fully paid, non-assessable, and free of all liens, claims and encumbrances.


 


(d)
There is no action, suit, investigation or proceeding pending against or, to the knowledge of the Company, threatened against
or affecting, the Company as of the date hereof which in any manner challenges or seeks to prevent, enjoin, alter or delay the
transactions contemplated by this Agreement.


 


(e)
No insolvency or bankruptcy proceedings of any nature are pending against or with respect to the Company under the laws of the
United States or any state or any foreign jurisdiction.


 






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(f)
In order to allow for, as of the relevant date of determination, the purchase of all of the Shares to be purchased hereunder,
the Company shall take all action necessary from time to time to reserve for the benefit of the Purchaser the number of authorized
but unissued shares of Common Stock equal to the number of Shares set forth in Section 1 above (or if such number of Shares cannot
be calculated on any given date, such number shall be calculated based on 90% of the average of the closing prices of the Common
Stock on its principal trading market for the three (3) Trading Days immediately preceding any given date of measurement) (such
calculated amount is referred to as the “Share Reserve”). If at any time the Share Reserve is less than required
herein, the Company shall immediately increase the Share Reserve in an amount equal to no less than the deficiency. If the Company
does not have sufficient authorized and unissued shares of Common Stock available to increase the Share Reserve, the Company shall
call a special meeting of the stockholders as soon as practicable after such occurrence, but in no event later than thirty (30)
calendar days after such occurrence, and hold such meeting as soon as practicable thereafter, but in no event later than sixty
(60) calendar days after such occurrence, for the sole purpose of increasing the number of authorized shares of Common Stock.
The Company’s management shall recommend to the Company’s stockholders to vote in favor of increasing the number of
authorized shares of Common Stock. Management shall also vote all of its shares in favor of increasing the number of authorized
shares of Common Stock. The Company shall use its best efforts to cause such additional shares of Common Stock to be authorized
so as to comply with the requirements of this subsection.


 


4.           Representations
and Warranties of the Purchaser. 


 


The
Purchaser hereby represents and warrants to the Company that as of the Closing hereunder:


 


(a)
The Purchaser has full power and authority to enter into this Agreement. Upon execution, this Agreement will constitute a valid
and legally binding obligation of the Purchaser, enforceable in accordance with its terms except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’
rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other
equitable remedies.


 


(b)
The Shares will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view
to the resale or distribution of any part thereof, and the Purchaser has no present intention of selling, granting any participation
in or otherwise distributing the same except in compliance with applicable U.S. securities laws.


 


(c)
The Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under
the Securities Act of 1933, as amended (the “Securities Act”).


 






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(d)
The Purchaser is an experienced investor in securities of companies in the development stage, can bear the economic risk of its
investment, including a total loss, and has such knowledge and experience in financial or business matters that it is capable
of evaluating the merits and risks of the investment in the Shares. The Purchaser has conducted its own due diligence review of
the Company and received copies or originals of all documents it has requested from the Company.


 


(e)
The Purchaser understands that the issuance of the Shares has not been, and will not be, registered under the Securities Act,
by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things,
the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The
Purchaser understands that the Shares are characterized as “restricted securities” under applicable U.S. federal
and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless subsequently
registered for resale with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such
registration and qualification requirements is available.


 


5.           Ownership
Limitation. 


 


Notwithstanding
anything to the contrary contained in this Agreement, if at any time the Purchaser shall or would be issued shares of Common Stock
hereunder, but such issuance would cause the Purchaser (together with its affiliates) to own a number of shares exceeding 9.99%
of the number of shares of Common Stock outstanding on such date (the “Maximum Percentage”), the Company
must not issue to the Purchaser shares of the Common Stock which would exceed the Maximum Percentage. The shares of Common Stock
issuable to the Purchaser that would cause the Maximum Percentage to be exceeded are referred to herein as the “Ownership
Limitation Shares”. The Company will reserve the Ownership Limitation Shares for the exclusive benefit
of the Purchaser. From time to time, the Purchaser may notify the Company in writing of the number of the Ownership Limitation
Shares that may be issued to the Purchaser without causing the Purchaser to exceed the Maximum Percentage. Upon receipt of such
notice, the Company shall be unconditionally obligated to immediately issue such designated shares to the Purchaser, with a corresponding
reduction in the number of the Ownership Limitation Shares. For purposes of this Section, beneficial ownership of Common Stock
will be determined under Section 13(d) of the Securities Exchange Act of 1934, as amended. By written notice to the Company, the
Purchaser may increase, decrease or waive the Maximum Percentage as to itself but any such waiver will not be effective until
the 61st day after delivery thereof. The foregoing 61-day notice requirement is enforceable, unconditional and non-waivable and
shall apply to all affiliates and assigns of the Purchaser.


 


6.           Miscellaneous.


 


6.1           Governing
Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah without giving
effect to the principles thereof regarding the conflict of laws. Each party consents to and expressly agrees that exclusive venue
for the resolution of any dispute arising out of or relating to this Agreement or the relationship of the parties or their affiliates
shall be in Salt Lake County, Utah. For any litigation arising in connection with this Agreement, each party hereto hereby (i)
consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Salt Lake County,
Utah, (ii) expressly submits to the exclusive venue of any such court for the purposes hereof, and (iii) waives any claim of improper
venue and any claim or objection that such courts are an inconvenient forum or any other claim or objection to the bringing of
any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.


 






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6.2           Entire
Agreement; Amendments. This Agreement constitutes the full and entire understanding and agreement between the parties with
regard to the subjects hereof and thereof. Except as otherwise expressly provided herein, neither this Agreement nor any term
hereof may be amended, waived, discharged or terminated, except by a written instrument signed by the Company and the Purchaser.


 


6.3           Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to be effective upon delivery when delivered (a) personally; (b) by facsimile, provided a positive
transmission report is received and a copy is mailed no later than the next business day through a nationally recognized overnight
delivery service; (c) by overnight delivery with a nationally recognized overnight delivery service, in each case properly addressed
to the party to receive the same. The addresses and facsimile numbers for such communications will be,


 


in
the case of the Purchaser:           


 


Odyssey
Research and Trading, LLC


Attention:
John Fife


303
East Wacker Drive, Suite 1040


Chicago,
Illinois 60601


jfife@chicagoventure.com


 


with
a copy to (which copy shall not constitute notice):


 


Hansen
Black Anderson Ashcraft PLLC


Attention:
Jon Hansen


3051
West Maple Loop Drive


Suite
325


Lehi,
Utah 84043


jhansen@hbaalaw.com


 


and
in the case of the Company:


 


Vape
Holdings, Inc.


Attn:
Kyle Tracey


21822
Lassen Street, Suite A


Chatsworth,
California 91311


 


with
a copy to (which copy shall not constitute notice):


 


Horwitz
+ Armstrong, LLP


Attn:
Christopher L. Tinen


26475
Rancho Parkway South


Lake
Forest, California 92630


 


or
at such other address and facsimile number as the receiving party will have furnished to the sending party in writing.


 






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6.4           Survival.
The representations, warranties, covenants and agreements made and incorporated by reference herein will survive any investigation
made by or on behalf of the Purchaser or the Company, and will survive until the date that is two (2) years following the date
of the final Closing that occurs hereunder.


 


6.5           Successors
and Assigns. Except as otherwise expressly provided herein, the provisions hereof will inure to the benefit of, and be binding
upon, the respective successors, assigns, heirs, executors and administrators of the parties hereto. The Purchaser may transfer
or assign all or any portion of its rights under this Agreement to any person or entity permitted under applicable securities
laws.


 


6.6           Interpretations.
All pronouns and any variations thereof will be deemed to refer to the masculine, feminine, neuter, singular or plural, as the
identity of the person or persons or entity or entities may require. All references to “$” or dollars herein will
be construed to refer to United States dollars. The titles of the Sections and subsections of this Agreement are for convenience
or reference only and are not to be considered in construing this Agreement. All references to “including” shall be
deemed to mean “including, without limitation.”


 


6.7           Severability.
In case any provision of this Agreement is determined to be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions will not in any way be affected or impaired thereby.


 


6.8           Attorneys’
Fees. In the event of any action at law or in equity to enforce or interpret the terms of this Agreement or collect any amounts
owed hereunder, the parties agree that the party who is awarded the most money shall be deemed the prevailing party for all purposes
and shall therefore be entitled to an additional award of the full amount of the attorneys’ fees and expenses paid by such
prevailing party in connection with the litigation, collection and/or dispute without reduction or apportionment based upon the
individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair a court’s power
to award fees and expenses for frivolous or bad faith pleading.            


 


6.9           Counterparts.
This Agreement may be executed in counterparts, each of which when so executed and delivered will constitute a complete and original
instrument but all of which together will constitute one and the same agreement, and it will not be necessary when making proof
of this Agreement or any counterpart thereof to account for any counterpart other than the counterpart of the party against whom
enforcement is sought.


 






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6.10           No
Reliance. The Company acknowledges and agrees that neither the Purchaser nor any of its officers, directors, members, managers,
representatives or agents has made any representations or warranties to the Company or any of its officers, directors, representatives,
agents or employees except as expressly set forth in this Agreement and, in making its decision to enter into the transactions
contemplated by this Agreement, the Company is not relying on any representation, warranty, covenant or promise of the Purchaser
or its officers, directors, members, managers, agents or representatives other than as set forth in this Agreement.


 


6.11           Waiver
of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE
TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE
STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY WAIVING
SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


 


6.12           Voluntary
Agreement. The Company has carefully read this Agreement and has asked any questions needed for the Company to understand
the terms, consequences and binding effect of this Agreement. The Company has had the opportunity to seek the advice of an attorney
of the Company’s choosing and is executing this Agreement voluntarily and without any duress or undue influence by the Purchaser
or anyone else.


 


6.13           Specific
Performance. The Company acknowledges and agrees that irreparable damage would occur to the Purchaser in the event that the
Company fails to perform any provision of this Agreement in accordance with its specific terms. It is accordingly agreed that
the Purchaser shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement
and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which the Purchaser
may be entitled hereunder, by law or at equity. For the avoidance of doubt, in the event the Purchaser seeks to obtain an injunction
against the Company or specific performance of any provision of this Agreement, such action shall not be a waiver of any right
of the Purchaser under this Agreement, at law, or in equity.


 


[signatures
on following page]


 




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In
Witness Whereof,
the parties hereto have executed this Common
Stock Purchase Agreement as of the date set forth in the first paragraph hereof.


 







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


  


	 	PURCHASER:
	 	 
	 	ODYSSEY
        RESEARCH AND TRADING, LLC 
	 	 	 
	 	By:
        Iliad Management, LLC, its Manager
	 	 
	 	By:
        Fife Trading, Inc., its Manager
	 	 	 
	 	By:
    	/s/
    John Fife
	 	 	John
    M. Fife, President


  


 





[Signature page to Common Stock Purchase
Agreement]


 




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Exhibit
A


 


SECRETARY’S
CERTIFICATE