Assignment
and Assumption Agreement

Dated as of July 29, 2016


 


This
Assignment and Assumption Agreement (this “Agreement”) is made effective as of the date first set forth above, pursuant
to that certain Asset Purchase Agreement, by and among (i) VPR Brands LP, a Delaware limited partnership (“Buyer”),
Kevin Frija (“Mr. Frija”) and Vapor Corp., a Delaware corporation (“Seller”), dated of even date herewith
(the “Asset Purchase Agreement”). Capitalized terms which are used but not defined in this Agreement shall have the
meanings ascribed to such terms in the Asset Purchase Agreement.


 


Background


 


A.Subject
to the terms and conditions of the Asset Purchase Agreement, Seller has agreed to sell, assign, transfer and deliver all of its
right, title and interest in and to the Assets to Buyer, and Buyer has agreed to assume the Assumed Liabilities.


 


B.The
execution and delivery by of this Agreement by each of Buyer and Seller is a condition precedent to the obligations of Buyer and
Seller to consummate the transactions contemplated by the Asset Purchase Agreement.


 


Terms
of Agreement


 


Now,
therefore, in consideration of the execution and delivery of the Asset Purchase Agreement, the sufficiency of such consideration
is hereby acknowledged, Seller and Buyer hereby agree as follows:


 


1.Assignment
and Assumption of Assumed Liabilities. Seller does hereby sell, assign, transfer and convey to Buyer all of the right, title
and interest of Seller in, to and under the Assumed Liabilities set forth on Exhibit A hereto, together with any other rights,
privileges and benefits belonging to or held by Seller thereunder. Buyer hereby agrees to pay, perform, and cause to be paid or
performed, and otherwise to discharge or cause to be discharged, all debts, duties and other obligations of Seller relating to
the Assumed Liabilities set forth on Exhibit A.


 


2.Further
Assurances. Buyer and Seller shall execute and deliver such further instruments of sale, conveyance, transfer, assignment
and assumption and take such other actions reasonably requested by the other in order to more effectively bargain, sell, assign,
transfer, convey to and vest in Buyer all of the right, title, interest, duties and obligations of Seller associated with the
Assumed Liabilities.


 


3.
Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of Seller and Buyer and
their respective successors and assigns.


 


4.
Amendment. This Agreement may not be amended or modified except by an instrument or instruments in writing signed by
or on behalf of the party against whom enforcement of any such amendment or modification is sought.


 


5.
Governing Law. This Agreement shall be governed by, enforced in accordance with, and interpreted under the internal
substantive laws of the State of Florida, without giving effect to the principles thereof relating to conflicts of law.


 


6.
Construction. This Agreement is delivered pursuant to and is subject to the terms of the Asset Purchase Agreement.
In the event of any conflict or ambiguity between the terms of the Asset Purchase Agreement and the terms of this Agreement, the
terms of the Asset Purchase Agreement shall control.


 


7.Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which
together will constitute one and the same instrument. Delivery of an executed signature page of this Agreement by electronic transmission
or electronic data file shall be effective as delivery of a manually executed counterpart hereof.


 


[Signatures
appear on following pages]


 




    	 



    	 



    

 


In
witness whereof, the parties have executed this Agreement as of the date first set forth above:


 


	 	VPR
    BRANDS, LP
	 	 
	 	VPR
    Brands, LP
	 	 	 
	 	By:	/s/
    Kevin Frija
	 	 	Kevin
    Frija, CEO
	 	 	 
	 	VAPOR
    CORP.
	 	 
	 	VAPOR
    CORP.
	 	 	 
	 	By:	/s/
    Jeffrey Holman
	 	 	Jeffrey
    Holman, CEO


 




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EXHIBIT
A


Assumed
Liabilities


 


	● 	Customs
    contract
	●	Lease
    for Facility (month to month)
	●	Utilities
    for Facility
	●	Comcast
	●	Website
    hosting
	●	ADT
	●	FedEx
	●	Garbage
    service
	●	Building
    security
	●	After
    hours phone services