EX-10.4



 Exhibit 10.4 

REGISTRATION RIGHTS AGREEMENT 

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of
[            ], 2014, is by and among Vapor Corp., a Delaware corporation (“Parent”), International Vapor Group, Inc., a Delaware Corporation (“IVG”), and the
stockholders of IVG listed on Schedule I hereto (each, a “Stockholder”). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Acquisition Agreement (as defined below). 

RECITALS 
 WHEREAS,
pursuant to the Asset Purchase Agreement (the “Acquisition Agreement”), dated as of May 14, 2014, by and among Parent, IVGI Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Acquisition
Sub”), IVG, as a Seller, and David Epstein, David Herrera and Nicolas Molina, each individually as an Owner of IVG and collectively as the representatives of IVG and the other Owners of IVG (the “Stockholder
Representatives”), and the other Sellers and Owners named therein, Acquisition Sub acquired from IVG and the other Sellers the Acquired Assets and the Assumed Liabilities (the “Acquisition”); 

WHEREAS, in connection with consummation of the Acquisition, IVG received Parent Common Stock as set forth in Section 1.2.2 of the
Acquisition Agreement less the Parent Common Stock deposited in the Escrow Account pursuant to Section 1.2.4(a) of the Acquisition Agreement (the “Escrow Account Shares”) and (i) each Stockholder will receive
hereafter from IVG in the form of a distribution of the shares of common stock of Parent, par value $0.001 per share (“Parent Common Stock”) and (ii) eight (8) employees of Sellers named on Schedule II hereto may receive
hereafter from IVG pursuant to their respective Stay Bonus agreements (collectively, “Stay Bonus Employees”), a certain portion of the Parent Common Stock received by IVG at the Closing as set forth opposite such Stockholder’s name on
Schedule I hereto or as set forth opposite such Stay Bonus Employee’s name on Schedule II hereto, respectively (together with any Parent Common Stock or other securities of Parent issued as a dividend or other distribution with respect thereto,
or in exchange therefor, or in replacement thereof, collectively the “Initial Parent Shares”); 
 WHEREAS, pursuant to the
terms and subject to the conditions of the Acquisition Agreement, each Stockholder may receive, either directly from Parent or through future distributions by IVG of shares of Parent Common Stock that IVG receives from Parent, additional shares of
Parent Common Stock (i) as Earn-Out Payments (together with any Parent Common Stock or other securities of Parent issued as a dividend or other distribution with respect thereto, or in exchange therefor, or in replacement thereof, the
“Earn-Out Parent Shares”); (ii) in satisfaction of any Seller Indemnified Person’s indemnity claims (together with any Parent Common Stock or other securities of Parent issued as a dividend or other distribution with
respect thereto, or in exchange therefor, or in replacement thereof, the “Indemnity Parent Shares”) and/or (iii) that constitute Escrow Account Shares released to Stockholders from the Escrow








 
Account (together with any Parent Common Stock or other securities of Parent issued as a dividend or other distribution with respect thereto, or in exchange therefor, or in replacement thereof,
and together with the Earn-Out Parent Shares and the Indemnity Parent Shares, the “Contingent Parent Shares”); and 

WHEREAS, this Agreement is made pursuant to the Acquisition Agreement to set forth Parent’s, IVG’s and the Stockholders’
understanding as to the registration rights and other rights and obligations of the parties with respect to the Initial Parent Shares and the Contingent Parent Shares. 

NOW, THEREFORE, in consideration of the foregoing premises and mutual promises made herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 
 ARTICLE
1 
 DEFINITIONS 
 1.1
Definitions. Unless otherwise defined herein, all capitalized terms used in this Agreement shall have the following meanings: 

“Acquisition Agreement” has the meaning set forth in the recitals hereof. 

“Acquisition Sub” has the meaning set forth in the recitals hereof. 

“Additional Filing Deadline” has the meaning set forth in Section 2.1(a) hereof. 

“Additional Shelf Registration Statement” has the meaning set forth in Section 2.1(b) hereof. 

“Agreement” has the meaning set forth in the introductory paragraph hereof. 

“Affiliate” has the meaning set forth in Rule 144. 

“Beneficially own” has the meaning set forth in Rule 13d-3 under the Exchange Act. 

“Blockage Notice” has the meaning set forth in Section 2.5(c) hereof. 

“Blockage Period” has the meaning set forth in Section 2.5(c) hereof. 

“Board of Directors” means the board of directors of Parent. 

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law
to be closed in the City of Miami. If any payment or other obligation is due to be made or performed hereunder on a day that is not a Business Day, such payment or other obligation shall be made or performed on the next Business Day. 

“Commission” means the United States Securities and Exchange Commission and any successor agency. 

  
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 “Contingent Parent Shares” has the meaning set forth in the recitals hereof.

 “Earn-Out Parent Shares” has the meaning set forth in the recitals hereof. 

“Escrow Account Shares” has the meaning set forth in the recitals hereof. 

“Indemnity Parent Shares” has the meaning set forth in the recitals hereof. 

“Initial Parent Shares” has the meaning set forth in the recitals hereof. 

“Initial Shelf Registration Statement” has the meaning set forth in Section 2.1(a) hereof. 

“IVG” has the meaning set forth in the introductory paragraph hereof. 

“Filing Deadline” has the meaning set forth in Section 2.1(a) hereof. 

“FINRA” means the Financial Industry Regulatory Authority. 

“Officer’s Certificate” has the meaning set forth in Section 2.1(f) hereof. 

“Parent” has the meaning set forth in the introductory paragraph hereof. 

“Parent Common Stock” has the meaning set forth in the recitals hereof. 

“Person” means any individual, firm, corporation, partnership, limited partnership, limited liability company, association,
trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act. 

“Piggyback Notice” has the meaning set forth in Section 2.3(a) hereof. 

“Register,” “registered” and “registration” shall refer to a registration effected by
preparing and filing a registration statement or similar document with the Commission in compliance with the Securities Act and the declaration or ordering by the Commission of effectiveness of such registration statement or document. 

“Registrable Shares” means at any time, the shares of Initial Parent Shares and Contingent Parent Shares owned by IVG and/or
the Stockholders, whether owned on the date hereof or acquired hereafter, provided, however, that for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Shares whenever such Person has the right to then
acquire or obtain from the Parent any Registrable Shares, whether or not such acquisition has actually been effected, and provided, further, that shares of Registrable Shares shall not include any shares the sale of which has been registered
pursuant to the Securities Act and which shares have been sold pursuant to such registration. 
 “Registration Expenses”
means any and all expenses incident to the performance of or compliance with any registration or marketing of securities pursuant to Article 2, including (a) the fees, disbursements and expenses of Parent’s counsel and accountants in
connection with this Agreement and the performance of Parent’s obligations hereunder (including the expenses of any annual audit letters and “cold comfort” letters required or incidental to the performance of such obligations);
(b) all expenses, including filing fees, in connection with the preparation, printing and filing of 

  
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any registration statement, any preliminary prospectus or final prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to
any underwriters and dealers; (c) the cost of printing and producing any agreements among underwriters, underwriting agreements, selling group agreements and any other customary documents in connection with the marketing of securities pursuant
to Article 2; (d) all expenses in connection with the qualification of the securities to be disposed of for offering and sale under state securities laws, including the reasonable fees and disbursements of counsel for the underwriters or the
Stockholders in connection with such qualification and in connection with any “blue sky” and legal investment surveys, including the cost of printing and producing any such “blue sky” or legal investment surveys; (e) the
filing fees incident to securing any required review by FINRA of the terms of the securities being registered pursuant to Article 2; (f) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other
agent or trustee appointed in connection with such offering; (g) all security engraving and security printing expenses; (h) all fees and expenses payable in connection with the listing of the securities on any securities exchange or
automated interdealer quotation system; (i) the costs and expenses of Parent and its officers relating to analyst or investor presentations, if any, or any “road show” undertaken in connection with the registration and/or marketing of
any shares of Registrable Shares other than as provided in any underwriting agreement entered into in connection with such offering; and (j) the reasonable fees and expenses of no more than one legal counsel to IVG and the Stockholders selected
by the Stockholder Representatives for each registration statement, as applicable. In no event shall Registration Expenses be deemed to include underwriting discounts and commissions, brokerage fees and transfer taxes, if any. 

“Rule 144” means Rule 144 promulgated under the Securities Act as in effect on the date hereof and such rule as from time to
time amended and any successor rule or regulation under the Securities Act. 
 “Rule 415 Offering” means an offering on a
delayed or continuous basis pursuant to Rule 415 (or any successor rule to similar effect) promulgated under the Securities Act. 

“Selling Stockholder” means IVG or any Stockholder whose shares of Parent Common Stock are included at the request of IVG or
such Stockholder (as the case may be) in the relevant registration statement. 
 “Shelf Registration Statement” means a
registration statement of Parent relating to a Rule 415 Offering which covers the resale of shares of Parent Common Stock, on Form S-3 under the Securities Act, or if not eligible to use Form S-3, such other form, and all amendments and supplements
to such registration statement, on the form under the Securities Act the Parent is then eligible to use, including post-effective amendments, in each case including the prospectus contained therein as well as any “free writing prospectus”
as defined in Rule 405 under the Securities Act, all exhibits thereto and all materials incorporated by reference therein. 
 “Stay
Bonus Employees” has the meaning set forth in the recitals hereof. 

  
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 “Stockholder Representatives” has the meaning set forth in the recitals hereof.

 “Stockholder” has the meaning set forth in the introductory paragraph hereof, and shall be deemed to include any other
Person owning Registrable Shares by reason of being a transferee or assignee of IVG or any Stockholder (including the Stay Bonus Employees) in accordance with the Securities Act and other applicable Laws. 

“Transfer” means any direct or indirect sale, assignment, pledge, transfer, hedge, swap or other disposition, whether or not
for value. 
 ARTICLE 2 

REGISTRATION 
 2.1 Shelf Registration
Statements. 
 (a) Initial Shelf Registration Statement. Parent shall, on the terms and conditions hereinafter provided, cause to
be filed a Shelf Registration Statement, covering the resale of all the Initial Parent Shares, the Escrow Account Shares and the maximum number of Earn-Out Parent Shares that may be issued pursuant to the Acquisition Agreement (the “Initial
Shelf Registration Statement”), no later than the date which is 60 days after the date hereof (the “Filing Deadline”), and thereafter proceed to use its commercially reasonable efforts to cause such Shelf Registration
Statement to be declared effective by the Commission no later than 45 days after the date of filing. 
 (b) Additional Shelf Registration
Statements. After the expiration of the Measurement Period, the Stockholder Representatives may, upon written demand, require the Parent, on the terms and conditions hereinafter provided, to cause to be filed one or more Additional Shelf
Registration Statements to register the amount of the Registrable Shares set forth in each such written demand no later than 60 days after the date of each such written demand (an “Additional Filing Deadline”), and thereafter
proceed to use its commercially reasonable efforts to cause such Additional Shelf Registration Statement to be declared effective by the Commission no later than 60 days after the date of filing. The Stockholder Representatives may elect to
distribute the Registrable Shares covered by their written demand in an underwritten public offering and select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering (each, an
“Underwritten Offering”); provided, that such selection shall be subject to the consent of the Parent, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding anything to the contrary
contained herein, the Parent agrees that it shall include in any Additional Shelf Registration Statement that it is requested to file for an Underwritten Offering information reasonably requested by the managing underwriter therefor to the extent
such requested information is of the nature customarily included in registration statements (such as included in a Form S-1 or any successor form) of like issuers for similar underwritten offerings even if such information is not required by a Form
S-3 to be included in the Additional Shelf Registration Statement. 

  
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 (c) Effectiveness of Shelf Registration Statements. Subject to the terms of this
Agreement, Parent agrees to use commercially reasonable efforts to keep the Initial Shelf Registration Statement and any Additional Shelf Registration Statements, as applicable, continuously effective from the date the Commission declares the
Initial Shelf Registration Statement and any such Additional Shelf Registration Statements, as applicable, effective until the later of (i) the first date that IVG and the Stockholders cease to Beneficially own any shares of the Registrable
Shares; or (ii) three years from the date the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, has been declared effective by the Commission, provided, that such three-year period shall be
extended by the number of days equal to the cumulative sum of the number of days representing all Blockage Periods (including any extension thereof) invoked by Parent under Section 2.5(c). At least three (3) Business Days prior to
the filing thereof (or, in the case of an Underwritten Offering, in a sufficient amount of time prior to filing for review and comment by the underwriters), the Initial Shelf Registration Statement or any Additional Shelf Registration Statement, as
applicable (and each amendment thereto, as well any supplement to the prospectus contained therein) shall be provided to the Stockholders’ legal counsel (such counsel being one law firm designated by the Stockholder Representatives) and, in the
case of an Underwritten Offering, to the underwriters and their legal counsel prior to its filing with or other submission to the Commission. 

(d) Adjustment. If at any time the outstanding shares of Parent Common Stock as a class shall have been increased, decreased, changed
into or exchanged for a different number or class of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, combination or exchange of shares or other similar
change in capitalization, then an appropriate and proportionate adjustment shall be made to the number of shares of such stock to be registered on the Initial Shelf Registration Statement or any Additional Shelf Registration Statement, as
applicable. 
 (e) Notice of Intended Use of Prospectus. If, at any time on or after the date which the Initial Shelf Registration
Statement or any Additional Shelf Registration Statement, as applicable, is declared effective by the Commission, any Stockholder intends to use or deliver the prospectus forming a part of the Initial Shelf Registration Statement or such Additional
Shelf Registration Statement, as applicable, (or any prospectus supplement or amendment thereto or any “free writing prospectus” as defined in Rule 405 under the Securities Act) in connection with any offer or sale of shares of Registrable
Shares covered thereby, such Stockholder shall first give written notice thereof to Parent at least five (5) Business Days prior to the first date such prospectus or prospectus supplement or free writing prospectus will be used or delivered by
such Stockholder in connection with such offer or sale. By the close of business on the Business Day following its receipt of such notice, Parent shall, if applicable, provide a Blockage Notice to the Stockholder Representatives of any blockage of
registration rights pursuant to Section 2.5(c). 
 (f) Postponement. Parent shall be entitled to postpone for a period of
time of up to thirty (30) days from the Filing Deadline or the Additional Filing Deadline, the 

  
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filing of the Initial Shelf Registration Statement or the Additional Shelf Registration Statement, as applicable, if Parent furnishes to the Stockholder Representatives, an officer’s
certificate executed by the Chief Executive Officer or Chief Financial Officer of Parent (“Officer’s Certificate”) (subject to the Stockholders entering into a customary confidentiality obligation as to such information, which
the Stockholders hereby agree to do) stating that Parent or any of its subsidiaries is engaged in confidential negotiations or other confidential business activities (or any such executive officer determines that Parent is at such time otherwise in
possession of material non-public information with respect to Parent or any of its subsidiaries), the disclosure of which, upon the advice of Parent’s legal counsel, would be required by applicable Law in such registration statement, and not
otherwise in a report filed or furnished to the Commission, and Parent determines in good faith that such disclosure would be detrimental to Parent and its stockholders other than IVG and the Stockholders along with an approximation of the
anticipated delay. Any such postponement of the filing of a registration statement pursuant to this Section 2.1 shall be lifted not later than the thirtieth (30th) day after expiration of the Filing Deadline or the Additional Filing
Deadline, as applicable, and notice to the Stockholder Representatives shall promptly be given and the registration statement shall be filed forthwith. 

2.2 [INTENTIONALLY OMITTED]. 
 2.3 Piggyback
Underwritten Offerings 
 (a) Right to Piggyback. In the event that Parent shall seek to undertake an underwritten registered
offering of Parent Common Stock, whether or not for sale for its own account (except in the case of an offering registered on Form S-4 or Form S-8 (or any successor form of either) for the registration of securities to be offered in a transaction of
the type referred to in Rule 145 of the Securities Act or to be offered to directors, officers and employees of and/or consultants to Parent or any of its subsidiaries), it shall give the Stockholder Representatives written notice (the
“Piggyback Notice”) at least twenty (20) Business Days before the initial filing with the Commission of its intention to do so and of the rights of the Stockholders under this Section 2.3. Upon receipt of a
Piggyback Notice, the Stockholder Representatives shall promptly notify all Stockholders of such Piggyback Notice. Subject to the terms and conditions hereof, such notice shall offer each Stockholder the opportunity to include in such registration
statement such number of shares of Registrable Shares as such Stockholder may request (subject to Section 2.3(c)). 
 (b)
Notice of participation in Piggyback Offerings. The Stockholder Representatives shall advise Parent in writing within ten (10) Business Days after the date of receipt of a Piggyback Notice, specifying the number of shares of Registrable
Shares IVG and each such Stockholder seeks to include in such underwritten offering. Parent shall thereupon include in such underwritten offering the number of shares of Registrable Shares requested by IVG and such Stockholders to be included,
subject to Section 2.3(c), and shall use commercially reasonable efforts to effect the registration under the Securities Act of all shares of Registrable Shares which Parent has been so requested to register, provided, that, if at any
time after giving a written notice of its 

  
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intention to register any shares of Registrable Shares and prior to the effective date of the registration statement filed in connection with such registration, Parent shall determine for any
reason not to undertake an underwritten registered offering, Parent may, at its election, give written notice of such determination to the Stockholder Representatives and thereupon Parent shall be relieved of its obligation to register such shares
of Registrable Shares pursuant to such abandoned offering. 
 (c) Priority on Piggyback Offerings. If the managing underwriter of the
underwritten offering pursuant to which shares of Registrable Shares are included pursuant to this Section 2.3 advises Parent in writing that, in its good faith view, the inclusion of all or a part of such shares of Registrable Shares in
such registration would be likely to have an adverse effect upon the price, timing or distribution of the offering and sale of the shares of Parent Common Stock then contemplated, Parent shall include in such underwritten offering: 

(i) first, all the shares of Parent Common Stock that Parent proposes to sell for its own account; and 

(ii) second, (x) shares of Registrable Shares and (y) securities of Parent requested to be included by holders of registration
rights granted by Parent after the date hereof, allocated (if necessary) pro rata on the basis of the number of Registrable Shares and the securities of Parent that such holders have so requested to be included, which in the good faith view of such
managing underwriter can be so sold without so adversely affecting such offering in the manner described above. 
 2.4 Expenses. Except as provided
herein, Parent shall pay all Registration Expenses under this Article 2 with respect to a particular offering (or proposed offering). Each Selling Stockholder shall bear the fees and expenses of its own counsel (if other than the one legal
counsel to the Stockholders selected by the Stockholder Representatives for each offering or proposed offering) as well as all underwriting discounts and commissions, brokerage fees and taxes. 

2.5 Registration Procedures. 
 (a)
Actions to be Taken by Parent. If and when Parent is required to effect the registration of any shares of Parent Common Stock under the Securities Act as provided in Sections 2.1 or 2.3, Parent shall as promptly as practicable,
but subject to the other provisions of this Agreement: 
 (i) prepare and file with the Commission a registration statement on any
appropriate form under the Securities Act with respect to such shares of Parent Common Stock and thereafter use its commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable under the
circumstances and, in the case of an Initial Shelf Registration Statement or Additional Shelf Registration Statement, to remain effective for the period set forth in Section 2.1(a)(ii); 

(ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective and to 

  
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comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until the earlier of such time as all of such securities
have been disposed of in accordance with the intended methods of distribution thereof; 
 (iii) furnish to Stockholders such number of
copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus and any “free writing” prospectus as defined in Rule 405 under the
Securities Act), any documents incorporated by reference therein and such other documents as Stockholders may reasonably request in order to facilitate the disposition of the shares of Parent Common Stock registered pursuant to such registration
statement (it being understood that, subject to Section 2.5(c) and the requirements of the Securities Act and applicable state securities Laws, Parent consents to the use of the prospectus and any amendment or supplement thereto by
Stockholders in connection with the offering and sale of the shares of Parent Common Stock covered by the registration statement of which such prospectus, amendment or supplement is a part); 

(iv) use its commercially reasonable efforts to register or qualify such shares of Parent Common Stock under such other securities or blue sky
laws of such jurisdictions within the United States of America as Stockholders may reasonably request; use its commercially reasonable efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in
which such registration statement is required to be kept effective and take any other action which may be reasonably necessary or advisable to enable Stockholders to consummate the disposition in such jurisdictions of the shares of Parent Common
Stock being disposed of by Stockholders, provided, however, that Parent will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph or
(B) consent to general service of process in any such jurisdiction; 
 (v) promptly notify the Stockholder Representatives
(A) when the registration statement, any prospectus or any prospectus supplement or post-effective amendment has been filed and, with respect to a registration statement or any post-effective amendment, when the same has become effective,
(B) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the shares of Parent Common Stock registered pursuant to such registration statement
under state securities or “blue sky” Laws or the initiation of any proceedings for that purpose and (C) of the happening of any event which makes any statement made in a registration statement or related prospectus untrue or which
requires the making of any changes in such registration statement, prospectus or documents so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make
the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made), and, subject to Section 2.5(c), as promptly as reasonably practicable thereafter, prepare and
file with the Commission and furnish a 

  
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supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of such shares of Parent Common Stock, such prospectus will not contain any untrue statement of a
material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; 

(vi) if requested by the Stockholder Representatives, promptly incorporate in a prospectus supplement or post-effective amendment such
information relating to the Selling Stockholders named therein or the distribution of the shares of Parent Common Stock covered thereby as the Stockholder Representatives reasonably request to be included therein and promptly make all required
filings of such prospectus supplement or post-effective amendment; 
 (vii) as promptly as reasonably practicable after the filing with the
Commission of any document which is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver copies of each such document to the Stockholder Representatives; 

(viii) cooperate with the Stockholder Representatives to facilitate the timely preparation and delivery of certificates (which shall not bear
any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the Stockholder Representatives may
request and keep available and make available to Parent’s transfer agent prior to the effectiveness of such registration statement a supply of such certificates; 

(ix) cause the shares of Parent Common Stock included in any registration statement to be listed on each securities exchange, if any, on which
the Parent Common Stock is then listed; 
 (x) provide a transfer agent and registrar for all shares of Parent Common Stock registered
hereunder and provide a CUSIP number for the shares of Parent Common Stock included in any registration statement not later than the effective date of such registration statement; 

(xi) cooperate with the Stockholder Representatives and their counsel in connection with any filings required to be made with FINRA; 

(xii) during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be
filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act; 
 (xiii) notify the Stockholder
Representatives promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information; 

  
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 (xiv) prepare and file with the Commission as promptly as reasonably practicable any amendments
or supplements to such registration statement or prospectus which, in the opinion of counsel for Parent, is required in connection with the distribution of the shares of Parent Common Stock, as applicable; 

(xv) advise the Stockholder Representatives, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop
order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or
to obtain its withdrawal at the earliest possible moment if such stop order should be issued; 
 (xvi) permit any holder of Registrable
Shares which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Parent, to participate in the preparation of such registration statement and to require the insertion therein of language,
furnished to the Parent in writing, which in the reasonable judgment of such holder and its counsel should be included; and 
 (xvii) in the
event of an underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form and take all such other customary actions as the holders of such Registrable Shares or the managing
underwriter of such offering reasonably request in order to expedite or facilitate the disposition of such Registrable Shares (including, without limitation, making appropriate officers of the Parent available to participate in “road show”
and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Shares). 
 (b)
Information to be Provided by Stockholders. Parent may require IVG and/or the Stockholders to furnish to Parent such information regarding the Stockholders and the distribution of the shares of Parent Common Stock as Parent may from time to
time reasonably request in writing in connection with Parent’s performance of its obligations hereunder. 
 (c) Blockage Period.
If (i) there has been or there is pending a material development or change in the business, affairs or prospects of Parent or any of its subsidiaries, (ii) Parent’s securities counsel has advised Parent in writing that such material
development or change should be disclosed in the Initial Shelf Registration Statement or any Additional Shelf Registration Statement, as applicable, the prospectus included therein, or an amendment or supplement thereto or free writing prospectus in
order to ensure that the Initial Shelf Registration Statement or any such Additional Shelf Registration Statement, as applicable, and such prospectus, as amended or supplemented, will not contain any misstatement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of the circumstance under which such statements were made); and (iii) in the good faith
judgment of the Chief Executive Officer or the Chief Financial Officer of Parent, disclosure of such development or 

  
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change would either (x) have a material adverse effect on the business or operations of Parent or (y) if the disclosure otherwise relates to a material financing or acquisition which
has not yet been disclosed and such disclosure would have a material adverse effect on the likelihood of consummating such material transaction, then Parent may deliver written notification to the Stockholder Representatives on behalf of IVG and all
Stockholders that shares of Parent Common Stock may not be sold pursuant to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable (a “Blockage Notice”). Upon receipt of a Blockage
Notice, the Stockholder Representatives shall promptly notify IVG and all Stockholders of such Blockage Notice. No Stockholder shall sell any shares of Parent Common Stock pursuant to the Initial Shelf Registration Statement or such Additional Shelf
Registration Statement, as applicable, for the period (the “Blockage Period”) beginning on the date such Blockage Notice was received by the Stockholder Representatives and ending on the date on which Parent notifies the Stockholder
Representatives that the Blockage Period has ended which Blockage Period shall not exceed an aggregate of ninety (90) days in any calendar year, provided, that such Blockage Period shall be extended for any period, not to exceed forty-five
(45) days in any calendar year, during which the Commission is reviewing any proposed amendment to the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable (and Parent agrees promptly to notify the
Stockholder Representatives if the circumstances giving rise to such Blockage Period no longer apply). Parent shall promptly prepare and file any amendment or supplement to the Initial Shelf Registration Statement or such Additional Shelf
Registration Statement, as applicable, or the prospectus included therein necessary so that at the conclusion of the Blockage Period, the Initial Shelf Registration Statement or such Additional Shelf Registration Statement, as applicable, and the
prospectus included therein do not contain any misstatements of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (or with respect to the prospectus, in light of
the circumstance under which such statements were made) and notify the Stockholder Representatives of such amendment or supplement and of the conclusion of the Blockage Period. 

2.6 Indemnification. 
 (a)
Indemnification by Parent. Parent agrees to indemnify and reimburse, to the fullest extent permitted by Law, each Stockholder and their respective employees, advisors, agents, representatives, shareholders, members, partners, officers, and
directors and each Person who controls the Stockholder (within the meaning of the Securities Act or the Exchange Act) and any agent or investment advisor thereof (collectively, the “Stockholder Affiliates”) (i) against any and
all losses, claims, damages, liabilities, judgments and expenses, joint or several (including reasonable attorneys’ fees and disbursements, subject to Section 2.6(c)) based upon, arising out of, related to or resulting from any
untrue or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or any omission or alleged omission
of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading or any violation 

  
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or alleged violation by Parent of the Securities Act, the Exchange Act or any state securities Laws (including any rule or regulation promulgated thereunder), (ii) against any and all
losses, liabilities, claims, damages, and expenses whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation or investigation or proceeding by any governmental agency or body, commenced or threatened, or of
any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission or violation or alleged violation and (iii) against any and all costs and expenses
(including fees and disbursements of counsel) as may be reasonably incurred in investigating, preparing, or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim
whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission or violation or alleged violation to the extent that any such expense or cost is not paid under clauses
(i) or (ii) above, provided, however, that Parent shall not be liable in any such case with respect to IVG or a Stockholder to the extent that such statements are made in reliance upon and in strict conformity with information furnished in
writing to Parent by or on behalf of IVG or such Stockholder or its Stockholder Affiliate expressly for use therein or arise from IVG’s or such Stockholder’s or its Stockholder Affiliate’s failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after Parent has furnished the Stockholder Representatives or IVG or such Stockholder or its Stockholder Affiliate with a sufficient number of copies of the same. The reimbursements
required by this Section 2.6(a) will be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred, provided further that the indemnification shall not apply to
losses, claims, damages or liabilities attributable to a failure of IVG or a Stockholder, underwriter or other Person on their behalf to comply with a Blockage Notice. 

(b) Indemnification by the Stockholders. In connection with any registration statement in which IVG or a Stockholder is participating,
IVG or such Stockholder will furnish to Parent in writing such information as Parent reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by Law, IVG or such Stockholder
(as the case may be) will severally and not jointly indemnify and reimburse Parent and its employees, advisors, agents, representatives, officers (who have signed the registration statement) and directors and each Person who controls Parent (within
the meaning of the Securities Act or the Exchange Act) against any and all losses, claims, damages, liabilities, judgments and expenses (including reasonable attorneys’ fees and disbursements, subject to Section 2.6(c)) based upon,
arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in such registration statement, prospectus, or such preliminary prospectus or any amendment thereof or supplement thereto or any
omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading or any violation or alleged violation by IVG or such
Stockholder (as the case may be) of the Securities Act, the Exchange Act or any state securities Laws (including any rule or regulation promulgated thereunder), but only to the extent that such 

  
 13 








 
untrue statement or alleged untrue statement or omission or alleged omission or violation or alleged violation is contained in any information so furnished in writing by or on behalf of IVG or
such Stockholder or its Stockholder Affiliate (as the case may be) specifically for inclusion in such registration statement; provided, that such liability will be limited to, the net amount received by IVG or such Stockholder from the sale of
Parent Common Stock pursuant to such registration statement; provided, however, that neither IVG or a Stockholder shall be liable in any such case to the extent that prior to the filing of any such registration statement (or amendment thereof) or
prospectus or supplement thereto, IVG or such Stockholder has furnished in writing to Parent information expressly for use in such registration statement (or any amendment thereof) or prospectus or supplement thereto which corrected or made not
misleading information previously furnished to Parent. 
 (c) Notice of claims, etc. Each party indemnified under
Section 2.6(a) and Section 2.6(b) above shall, promptly after receipt of notice of a claim or action against such indemnified party in respect of which indemnity may be sought hereunder, notify the indemnifying party in
writing of the claim or action and the indemnifying party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such indemnified party, and shall assume the payment of all fees and expenses in connection
therewith; provided that the failure of any indemnified party so to notify the indemnifying party shall not relieve the indemnifying party of its obligations hereunder except to the extent that the indemnifying party is materially prejudiced by such
failure to notify, but the omission so to notify the indemnifying party will not relieve it of any liability it may have to any indemnified party otherwise under this Section 2.6 hereof. In any such action, any indemnified party shall
have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the sole expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention
of such counsel or (ii) the indemnifying party shall have failed to assume the defense of such action or engage counsel reasonably satisfactory to the indemnified party or (iii) in the reasonable judgment of such indemnified party
representation of both parties by the same counsel would be inappropriate due to material differing interests between them or there may be one or more legal defenses available to the indemnified party that are different from or additional to those
available to such indemnifying party, in which case the reasonable fees and expenses of such counsel shall be at the sole expense of the indemnifying party. It is understood that the indemnifying party shall not, in connection with any claim or
action or related proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to one local counsel) at any time for all such indemnified parties, and that all such
reasonable fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for IVG and the Stockholders as indemnified parties, such firm shall be designated in writing by the indemnified party or the indemnified
parties holding a majority of the shares of Parent Common Stock held by IVG and the Stockholders and included in such registration. The indemnifying party shall not be liable for any settlement of any claim or action effected without its written
consent, which consent shall not be unreasonably withheld or delayed or conditioned, but if settled with such consent, or if there be a final judgment for the plaintiff, the 

  
 14 








 
indemnifying party shall indemnify and hold harmless such indemnified parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No
indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement or compromise of or consent to the entry of a judgment with respect to any pending or threatened claim or action in respect of which any
indemnified party is or could have been a party and indemnity or contribution may be or could have been sought hereunder by such indemnified party, unless such settlement or compromise or judgment includes an unconditional release of such
indemnified party from all liability arising out of such proceeding. 
 (d) Contribution. Each party hereto agrees that, if for any
reason the indemnification provisions contemplated by Section 2.6(a) or Section 2.6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities, judgments
or expenses (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, liabilities, judgments or expenses (or actions
in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the actions which resulted in the losses, claims, damages, liabilities, judgments or
expenses as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates to information supplied by or on behalf of such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission; provided that in no event shall the obligation of any indemnifying party to contribute under this Section 2.6(d) exceed the amount that such indemnifying party would
have been obligated to pay by way of indemnification if the indemnification provided for under Section 2.6(a) or Section 2.6(b) had been available under the circumstances. The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 2.6(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in this
Section 2.6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities, or expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees
or expenses reasonably incurred by such indemnified party in connection with investigating or, except as provided in Section 2.6(c), defending any such action or claim. Notwithstanding the provisions of this Section 2.6(d),
neither IVG or any Stockholder shall be required to contribute an amount greater than the dollar amount by which the net proceeds received by IVG or such Stockholder with respect to the sale of any Parent Common Stock pursuant to any registration
statement exceeds the amount of damages which IVG or such Stockholder (as the case may be) has otherwise been required to pay by reason of any and all untrue or alleged untrue statements of material fact or omissions or alleged omissions of material
fact made in such registration statement, (including any amendment thereto) or any prospectus or supplement thereto related to such sale of Parent Common Stock. Each of IVG’s and each of the Stockholders’ obligation to


  
 15 








 
contribute pursuant to this Section 2.6(d) are several and not joint. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. If indemnification is available under this Section 2.6, the indemnifying parties shall indemnify each indemnified party to the
full extent provided in Section 2.6(a) and Section 2.6(b) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this
Section 2.6(d) subject, in the case of IVG and the Stockholders, to the limits set forth in Section 2.6(b). 
 (e)
The indemnification and contribution provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, or controlling Person of such
indemnified party and will survive the Transfer of Registrable Shares. 
 2.7 Rule 144. Parent shall use commercially reasonable efforts to ensure
that the conditions to the availability of Rule 144 set forth therein shall at all times be satisfied in order to permit resales of the Registrable Shares by IVG and the Stockholders thereunder. 

ARTICLE III 

TERMINATION 
 3.1 Termination. The
provisions of this Agreement shall terminate as to IVG or a particular Stockholder (as the case may be) as of the later of (i) such time as IVG or such Stockholder no longer holds any shares of Registrable Shares and (ii) 5 years after the
Closing. 
 ARTICLE IV 

MISCELLANEOUS 
 4.1 Notices. All
notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by facsimile or e-mail (with written
confirmation of transmission) or (iii) one Business Day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses and facsimile numbers (or to such other address or facsimile
number as a party may have specified by notice given to the other party pursuant to this provision): 
 (a) if to Parent to: 

 

	
	 Vapor Corp.
 3001 Griffin Road

Dania Beach, Florida 33312
 Attn: Harlan Press, Chief Financial
Officer
 Facsimile: (888) 882-7095
 E-mail:
harlan.press@vapor-corp.com



  
 16 









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

Greenberg Traurig, P.A.
 333 SE 2nd Avenue, Suite 4400
 Miami, Florida 33131

Attn: Andrew E. Balog, Esq.
 Facsimile: (305) 961-5642

E-mail: aeb@gtlaw.com


 (b) if to the Stockholder Representatives, to: 

 

							
	Nicolas Molina	 		 		 	
	  
	 		 		 	
	  
	 		 		 	
	  
	 		 		 	
	Facsimile:	 		 		 	
	E-mail:	 		 		 	
	  
 with a copy (which shall not constitute notice) to:

 
 Bilzin Sumberg Baena Price & Axelrod LLP

Suite 2300
 1450 Brickell Avenue

Miami, Florida 33131
 Attention: Alan D. Axelrod, Esq.

Facsimile: (305) 351-2205
 E-mail:
aaxelrod@bilzin.com


 4.2 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Delaware, applicable to contracts executed in and to be performed entirely within that State. 
 4.3 Submission to Jurisdiction. All actions and
proceedings arising out of or relating to this Agreement shall be heard and determined in the Chancery Court of the State of Delaware or any federal court sitting in the Delaware, and the parties hereby irrevocably submit to the exclusive
jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts therefrom) in any such action or proceeding. The parties irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or
proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be
deemed to confer rights on any Person other than the parties. The parties agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner
provided by applicable law. 
 4.3 Successors and Assigns. Except as provided in the last sentence of this Section 4.3, neither this
Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise, by any of the parties without the prior written consent of the other parties, provided that the Stockholder


  
 17 








 
Representatives may provide consent for and on behalf of IVG and all Stockholders as provided in the Acquisition Agreement. Subject to the preceding sentence, this Agreement shall be binding
upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and permitted assigns, which permitted assigns shall include any Stay Bonus Employee transferred Parent Common Stock by IVG. 

4.4 Amendment and Waivers. No failure or delay on the part of Parent, IVG or Stockholders in exercising any right, power or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are
cumulative and are not exclusive of any remedies that may be available to Parent or Stockholder at law or in equity or otherwise. Any provision of this Agreement may be amended, supplemented, modified or waived if, but only if, such amendment,
supplement, modification or waiver is in writing and is signed by the party against whom enforcement of any such amendment, supplement, modification or waiver is sought. 

4.5 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all
other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon
such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto, with the Stockholder Representatives acting on behalf of all Stockholders, shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. 

4.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and
all of which, when taken together, will be deemed to constitute one and the same agreement. This Agreement may be executed by facsimile or other electronic means. 

4.7 Entire Agreement. This Agreement (including the Schedule attached hereto) constitutes the entire agreement, and supersede all other prior
agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and thereof and, except as provided in Section 2.6 hereof, is not intended to and shall not confer upon
any Person other than the parties any rights or remedies hereunder. The parties agree that time is of the essence with respect to the performance of all obligations provided in this Agreement and effectuation of the transactions contemplated
thereby. 
 4.8 Specific Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the
terms and provisions of this Agreement in the Chancery Court of the State of Delaware or any federal court sitting in Delaware, without bond or other security or proof of damages being required, this being in addition to any other remedy to which
they are entitled at law or in equity. 

  
 18 








 4.9 Rules of Construction. Unless the context otherwise requires, the singular shall include the plural
and vice-versa, each pronoun in any gender shall include all other genders, and provisions apply to successive events and transactions. The words “hereof”, “hereby”, “herein” and “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” or any variation thereof means “including, without limitation” and
shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. The titles and headings contained in this Agreement are for reference purposes only and shall not affect in
any way the meaning or interpretation of this Agreement. 
 4.10 Preservation of Rights. Parent shall not enter into any agreement, take any action,
or permit any change to occur, with respect to its equity securities that materially subordinates the rights expressly granted to the holders of Registrable Shares in this Agreement. 

[Remainder of Page Intentionally Left Blank] 

  
 19 








 IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed as
of the date first written above. 
  

			
	VAPOR CORP.
		
	By:	 	  

		 	Name:
		 	Title:
	
	INTERNATIONAL VAPOR GROUP, INC.
		
	By:	 	  

		 	Name:
		 	Title:



  
 20 








 IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed as
of the date first written above. 
  

	
	STOCKHOLDERS
	
	  

	Name:
	
	  

	Name:
	
	  

	Name:
	
	  

	Name:
	
	  

	Name:
	
	  

	Name:
	
	  

	Name:
	
	  

	Name:
	
	  

	Name:



  
 21 








 Schedule I 

STOCKHOLDERS 
  

			
	 Name
	  	 Number of Initial Parent Shares

		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	
		  	


  
 22 








 Exhibit F to Asset Purchase Agreement 

Schedule II 

STAY BONUS EMPLOYEES 
  

			
	 Name
	  	 Number of Initial Parent Shares