Exhibit
10.4


 


SECURITIES
PURCHASE AGREEMENT


 


THIS
SECURITIES PURCHASE AGREEMENT (the "Agreement"),
dated as of August 12, 2015, by and between VAPE
HOLDINGS, INC., a Nevada corporation, with headquarters
located at 21822 Lassen Street, Suite Chatsworth, CA 91311 (the "Company"),
and DARLING CAPITAL, LLC, a New York limited liability
company, with its
address at
767 3rd Avenue Suite 25-1A New
York, NY 10017 (the "Buyer").


 


WHEREAS:


 


A.          The Company and the Buyer are executing and delivering
this Agreement in
reliance upon the exemption from securities registration afforded by the rules and regulations as
promulgated by the United States Securities and
Exchange Commission (the "SEC") under
the Securities Act of 1933, as amended (the "1933
Act");


 


B.           Buyer desires to purchase and the Company desires to issue and
sell,
upon the terms and conditions set forth in this
Agreement, (i) a 8% convertible
note of the Company, in
the form attached hereto
as Exhibit A, in the aggregate
principal amount of $105,000.00 (which is includes $100,000 of principal and $5,000 for due diligence and other transaction expenses)
(together with any
note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms
thereof, the
"Note"),
convertible into shares
of common stock,
$0.001 par value per
share,
of the Company (the "Common
Stock") (as
converted, collectively, the "Conversion
Shares"), upon
the terms and subject
to the limitations
and conditions set forth in such Note.


 


C.           The Note and the Conversion Shares
are collectively referred to herein as the "Securities."


 


D.           The Buyer wishes to purchase, upon
the terms and conditions stated in this
Agreement, such principal
amount of Notes
is set
forth immediately below its name on the signature pages hereto; and


 


NOW
THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree
as follows:


 


1.         Purchase and Sale of
Note.


 


a)          Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees
to purchase from the
Company such principal
amount of Note as
is set forth immediately below the Buyer's name on the signature
pages hereto.


 






    	 



    	 



    

 


b)          Form of Payment. On the Closing Date (as defined below),
(i) the Buyer shall pay the purchase price for the
Note to be issued and sold to it at the Closing (as
defined below) (the
"Purchase Price") by wire transfer of
immediately available funds to the
Company, in accordance with the Company's
written wiring instructions, against delivery of the Note
in the principal amount equal to the Purchase Price
as is
set forth immediately below the Buyer's name on
the signature
pages hereto, and (ii) the Company shall deliver such duly executed
Note on behalf of the Company, to the Buyer, against delivery of
such Purchase Price. The Purchase Price is $100,000.00.


 


c)          Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section
7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall
be 12:00 noon, Eastern Standard Time on or about August 12, 2015, or such other mutually agreed upon time. The closing of the
transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may
be agreed to by the parties.


 


2.         Buyer's Representations and Warranties. The Buyer represents and warrants to the Company that:

 


a)          Investment Purpose. Buyer (i) is acquiring the Note for its own account and not with a view towards, or for resale in connection
with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered
or exempted under the 1933 Act; provided, however, by making the representations herein, such Buyer does not agree, or make any
representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose
of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act. Such
Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have any agreement
or understanding, directly or indirectly, with any Person to distribute any of the Securities in violation of applicable securities
laws


 


b)          Accredited Investor Status. The Buyer is an "accredited investor" as that term is defined in Rule 501(a) of Regulation
D (an "Accredited Investor").


 


c)          Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific
exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying
upon the truth and accuracy of, and the Buyer's compliance with, the representations, warranties, agreements, acknowledgments
and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
of the Buyer to acquire the Securities.


 


d)          Information.
The Buyer and its advisors, if any, have been, and for so long as the Securities remain outstanding will continue to be,
furnished with all materials relating to the business, finances and operations of the Company and materials relating to the
offer and sale of the Securities which have been reasonably requested by the Buyer or its advisors. The Buyer and its
advisors, if any, have been, and for so long as the Securities remain outstanding will continue to be, afforded the
opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any
material nonpublic information and will not disclose such information unless such information is disclosed to the public
prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation
conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer's right to rely on the
Company's representations and warranties contained in Section 3 below. The Buyer understands that its investment in the
Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of
the Company's representations and warranties made herein.


 






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e)           Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed upon or made any recommendation or endorsement of the Securities.


 


t)          Transfer or Re-sale. The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being
registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the
Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to
the Company an acceptable opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable
transactions to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from
such registration, (c) the Securities are sold or transferred to an "affiliate" (as defined in Rule 144 promulgated
under the 1933 Act (or a successor rule) ("Rule 144")) of the Buyer who agrees to sell or otherwise transfer the Securities
only in accordance with this Section 2(t) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144,
or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) ("Regulation S"), and
the Buyer shall have delivered to the Company an acceptable opinion of counsel that shall be in form, substance and scope customary
for opinions of counsel in corporate transactions; (ii) any sale of such Securities made in reliance on Rule 144 may be made only
in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances
in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined
in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder;
and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any
state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the
foregoing or anything else contained herein to the contrary, the Securities may be pledged \as collateral in connection with a
bona fide margin account or other lending arrangement.


 






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g)          Legends.
The Buyer understands that the Securities have been issued (or will be issued in the case of the Conversion Shares and
Interest Shares) pursuant to an exemption from registration or qualification under the 1933 Act and applicable state
securities laws, and except as set forth below, the Securities shall bear any legend as required by the "blue sky"
laws of any state and a restrictive legend in substantially the following form (and a stop transfer order may be placed
against transfer of such stock certificates):


 


"NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM
REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD
PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES."


 


The
legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security
upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for
sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation
S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such
holder provides the Company with an acceptable opinion of counsel, in the form, substance and scope customary for opinions of
counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration
under the 1933 Act. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend
has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not
accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration,
such as Rule 144 or Regulation S, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.


 


h)          Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed
and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in
accordance with its terms.


 


i)          
Residency. The Buyer is a resident of (or, in the case of an entity, organized in, the jurisdiction set forth immediately
below the Buyer's name on the signature pages hereto.


 






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3.         Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:


 


a)          Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly
organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power
and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now
owned, leased, used, operated and conducted. The Company and each of its Subsidiaries is duly qualified as a foreign corporation
to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business
conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have
a Material Adverse Effect. "Material Adverse Effect" means any material adverse effect on the business, operations,
assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions
contemplated hereby or by the agreements or instruments to be entered into in connection herewith. "Subsidiaries" means
any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly,
any equity or other ownership interest.


 


b)         Authorization;
Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement and
the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the
terms hereof and thereof, (ii) the execution and delivery of this Agreement and the Note by the Company and the consummation by
it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance
and reservation for issuance of the Conversion Shares issuable upon conversion thereof) have been duly authorized by the Company's
Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required,
(iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized
representative is the true and official representative with authority to sign this Agreement and the other documents executed
in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery
by the Company of the Note and each of such instruments will constitute, a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms.


 


c)         Capitalization.
All of the outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and
non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the
shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the
effective date of this Agreement, and except as disclosed in the SEC Documents, (i) there are no outstanding options, warrants,
scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments
or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of
capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or
may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no anti
dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights
to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. At its option, Buyer has had
the opportunity to review true and correct copies of the Company's Certificate of Incorporation as in effect on the date hereof
("Certificate of Incorporation"}, the Company's By-laws, as in effect on the date hereof (the "By-laws"),
and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the
holders thereof in respect thereto.


 






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d)          Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note,
as the case may be, in accordance with their respective terms, will be validly issued, fully paid and non-assessable, and free
from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights
or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.


 


e)          Acknowledgment of Dilution. The Company's executive officers and directors understand the nature of the Securities being
sold hereby and recognize that the issuance of the Securities will have a potential dilutive effect on the equity holdings of
other holders of the Company's equity or rights to receive equity of the Company. The board of directors of the Company has concluded,
in its good faith business judgment that the issuance of the Securities is in the best interests of the Company. The Company specifically
acknowledges that its obligation to issue the Conversion Shares upon conversion of the Notes is binding upon the Company and enforceable
regardless of the dilution such issuance may have on the ownership interests of other stockholders of the Company or parties entitled
to receive equity of the Company.


 


f)           No
Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by
the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation
for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the
Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or
constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or
instrument to which the Company or any of its Subsidiaries is a party and that is not filed as an SEC Document, or (iii)
result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws
and regulations and regulations of any self regulatory organizations to which the Company or its securities are subject)
applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its
Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). To the
Company's knowledge, neither the Company nor any of its Subsidiaries is in violation of its Certificate of
Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default
(and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in
default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that
would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or
instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or
any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate,
have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and
shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of
any governmental entity. Except as specifically contemplated by this Agreement and as required under the 1933 Act, the
Securities Exchange Act of 1934, as amended (the "1934 Act") and any applicable state securities laws, the Company
is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court,
governmental agency, regulatory agency, self regulatory organization or stock market or any third party in order for it to
execute, deliver or perform any of its obligations under this Agreement and the Note in accordance with the terms hereof or
thereof or to issue and sell the Note in accordance with the terms hereof and to issue the Conversion Shares. All consents,
authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence
have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of
the Over-the-Counter Bulletin Board (the "OTCQB") and does not reasonably anticipate that the Common Stock will be
delisted by the OTCQB in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances
which might give rise to any of the foregoing.


 






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g)         SEC Documents: Financial Statements. As of March 31, 2015 The Company has timely filed all reports, schedules, forms, statements
and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the
foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and
documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the
"SEC Documents"). The Buyer has made available via the EDGAR system maintained by the U.S. Securities and Exchange Commission,
true and complete copies of the SEC Documents. As of their respective dates, the SEC Documents complied in all material respects
with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or
has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in
subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the
SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally
accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects
the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated
results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the
Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and
(ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally
accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not
material to the financial condition or operating results of the Company.


 


h)          Absence of Certain Changes. Since August 7, 2015 there has been no material adverse change and no material adverse development
in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act
reporting status of the Company or any of its Subsidiaries.


 






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i)           Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries,
threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such,
that could have a Material Adverse Effect.


 


j)           Patents, Copyrights, etc. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to
use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications,
service marks, service names, trade names and copyrights ("Intellectual Property") necessary to enable it to conduct
its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any
person pertaining to, or proceeding pending, or to the Company's knowledge threatened, which challenges the right of the Company
or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and,
as presently contemplated to be operated in the future); to the best of the Company' s knowledge, the Company's or its Subsidiaries'
current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any
person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and
each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual
Property.


 


k)         
No Materially Adverse Contracts. Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate
or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company's officers
has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party
to any contract or agreement, which in the judgment of the Company's officers has or is expected to have a Material Adverse Effect.


 


l)          
Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other
tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that
the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid
and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown
or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside
on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns,
reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any
jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with
respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None
of the Company's tax returns is presently being audited by any taxing authority.


 






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m)         Certain Transactions. Except for arm's length transactions pursuant to which the Company or any of its Subsidiaries makes
payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain
from third parties and other than the grant of stock options set forth in the SEC Documents, none of the officers, directors,
or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for
services as employees, officers and directors}, including any contract, agreement or other arrangement providing for the furnishing
of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from
any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity
in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.


 


n)          Disclosure.
All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the
Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct
in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements
made herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has
occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations
or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company
but which has not been so publicly announced or disclosed (assuming for this purpose that the Company's reports filed under the
1934 Act are being incorporated into an effective registration statement filed by the Company under the 1933 Act).


 


o)          Acknowledgment Regarding Buyer' Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely
in the capacity of arm's length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company
further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity)
with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective
representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation
and is merely incidental to the Buyer' purchase of the Securities.


 


m)         No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has
directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances
that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities
to the Buyer will not be integrated with any other issuance of the Company's securities (past, current or future) for purposes
of any shareholder approval provisions applicable to the Company or its securities.


 


n)          No
Brokers. The Company has taken no action, which would give rise to any claim by any person for brokerage commissions, transaction
fees or similar payments relating to this Agreement or the transactions contemplated hereby.


 






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o)          Permits;
Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses,
permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its
properties and to carry on its business as it is now being conducted (collectively, the "Company Permits''), and there is
no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits.
Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits,
except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect. Since August 6, 2015, neither the Company nor any of its Subsidiaries has received any notification
with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts,
defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.


 


i.              Environmental Matters. There are, to the Company's knowledge, with respect to the Company or any of its Subsidiaries or
any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material
into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may
give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation
and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries
has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company's knowledge, threatened
in connection with any of the foregoing. The term "Environmental Laws" means all federal, state, local or foreign laws
relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water,
groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases
or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, "Hazardous
Materials'') into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters,
injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated
or approved thereunder.


 


ii.             Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained
on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials
were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during
the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the
Company's or any of its Subsidiaries' business.


 


iii.            There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its
Subsidiaries that are not in compliance with applicable law.


 






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p)          Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and
good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries,
in each case free and clear of all liens, encumbrances and defects or such as would not have a Material Adverse Effect. Any real
property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable
leases with such exceptions as would not have a Material Adverse Effect.


 


q)          Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses
in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that
it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written
request the Company will provide to the Buyer true and correct copies of all policies relating to directors' and officers' liability
coverage, errors and omissions coverage, and commercial general liability coverage.


 


r)           Internal Accounting Controls. Except as disclosed in the SEC Documents, the Company and each of its Subsidiaries maintain
a system of internal accounting controls sufficient, in the judgment of the Company's board of directors, to provide reasonable
assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles
and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management' s general or specific
authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.


 


s)          Foreign
Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person
acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any
corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity;
made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds;
violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe,
rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.


 


t)           Reserved.

 


u)          No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement
will not be an "investment company" required to be registered under the Investment Company Act of 1940 (an "Investment
Company''). The Company is not controlled by an Investment Company.


 






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v)          Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties
set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will
be considered an Event of Default under Section 3.4 of the Note.


 


4.         COVENANTS.

 


a)         
Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6
and 7 of this Agreement.


 


b)          Reserved.

 


c)         
Use of Proceeds. The Company shall use the proceeds for general working capital purposes.


 


d)          Financial Information. Upon written request the Company agrees to send or make available via the EDGAR system maintained
by the U.S. Securities and Exchange Commission, the following reports to the Buyer until the Buyer transfers, assigns, or sells
all of the Securities: (i) within ten (10) days after the filing with the SEC, a copy of its Annual Report on Form 10-K its Quarterly
Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within one (1) day after release, copies of all press releases
issued by the Company or any of its Subsidiaries; and (iii) contemporaneously with the making available or giving to the shareholders
of the Company, copies of any notices or other information the Company makes available or gives to such shareholders.


 


e)          Reserved.


 


f)           Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence
and shall not sell all or substantially all of the Company's assets, except in the event of a merger or consolidation or sale
of all or substantially all of the Company's assets, where the surviving or successor entity in such transaction (i) assumes the
Company's obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly
traded corporation whose Common Stock is listed for trading on the OTCPINK, OTCQB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.


 


g)          No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances
that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of
the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval
provision applicable to the Company or its securities.


 


h)          Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other
remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under Section 3.4 of the
Note.


 






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i)           Failure
to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting
requirements of the 1934 Act applicable to the Company.


 


j)           Trading Activities. Neither the Buyer nor its affiliates has an open short position in the common stock of the Company
and the Buyer agree that it shall not, and that it will cause its affiliates not to, engage in any short sales of or hedging transactions
with respect to the common stock of the Company.


 


5.         Transfer
Agent Instructions. Upon receipt of a duly executed Notice of Conversion, the Company shall issue irrevocable
instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the
Conversion Shares in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in
accordance with the terms thereof (the "Irrevocable Transfer Agent Instructions"). In the event that the Borrower
proposes to replace its transfer agent, the Borrower shall provide, prior to the effective date of such replacement, a fully
executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement
(including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by
the successor transfer agent to Borrower and the Borrower. Prior to registration of the Conversion Shares under the 1933 Act
or the date on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of
Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend
specified in Section 2(g) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable
Transfer Agent Instructions referred to in this Section 5, and stop transfer instructions to give effect to Section 2(f)
hereof (in the case of the Conversion Shares, prior to registration of the Conversion Shares under the 1933 Act or the date
on which the Conversion Shares may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of
a particular date that can then be immediately sold), will be given by the Company to its transfer agent and that the
Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in
this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its
transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to
be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and
this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or
hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect
thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the
Note as and when required by the Note and this Agreement. Nothing in this Section shall affect in any way the Buyer's
obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if
any, upon re-sale of the Securities. If the Buyer provides the Company with (i) an acceptable opinion of counsel in form,
substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such
Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer
provides reasonable assurances that the Securities can be sold pursuant to Rule 144, the Company shall permit the transfer,
and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from
restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the
transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company
of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an
injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and
without any bond or other security being required.


 






    	13



    	 



    

 


6.         Injunction Posting of Bond. In the event the Buyer shall elect to convert a Note or part thereof, the Company may not refuse
conversion or exercise based on any claim that Subscriber or anyone associated or affiliated with Subscriber has been engaged
in any violation of law, or for any other reason, unless, a final non-appealable injunction :from a court made on notice to Buyer,
restraining and or enjoining conversion of all or part of such Note shall have been sought and obtained by the Company or the
Company has posted a surety bond for the benefit of the Buyer in the amount of 120% of the greater of the outstanding principal
and accrued but unpaid interest of the Note, or aggregate purchase price of the Conversion Shares, which are sought to be subject
to the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds
of which shall be payable to Subscriber to the extent the judgment or decision is in Buyer's favor.


 


7.         Delivery of Unlegended Shares. Within three (3) business days (such third business day being the "Unlegended Shares
Delivery Date") after the business day on which the Company has received (i) a notice that Conversion Shares, or any other
Common Stock held by the Buyers has been sold pursuant to a registration statement or Rule 144 under the 1933 Act, (ii) a representation
that the prospectus delivery requirements, or the requirements of Rule 144, as applicable and if required, have been satisfied,
(iii) the original share certificates representing the shares of Common Stock that have been sold, and (iv) in the case of sales
under Rule 144, customary representation letters of the Buyer and, ifrequired, Buyer's broker regarding compliance with the requirements
of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver to
its transfer agent (with copies to Subscriber) an appropriate instruction and opinion of such counsel, directing the delivery
of shares of Common Stock without any legends including the legend set forth in Section 4(h) above (the "Unlegended Shares");
and (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing
the balance of the submitted Common Stock certificate, if any, to the Buyer at the address specified in the notice of sale, via
express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date.


 


a)          The Company understands that a delay in the delivery of the Unlegended Shares pursuant to Section 11 hereof later than the
Unlegended Shares Delivery Date could result in economic loss to the Buyer. As compensation to Buyer for such loss, the
Company agrees to pay late payment fees (as liquidated damages and not as a penalty) to the Buyer for late delivery of
Unlegended Shares in the amount of $2000 per business day after the Delivery Date for the Unlegended Shares subject to the
delivery default. If during any three hundred and sixty (360) day period, the Company fails to deliver Unlegended Shares as
required by this Section for an aggregate of thirty (30) days, then each Subscriber or assignee holding Securities subject to
such default may, at its option, require the Company to redeem all or any portion of the Shares subject to such default at a
price per share equal to the greater of (i) 175%, or (ii) a fraction in which the numerator is the highest closing price of
the Common Stock during the aforedescribed thirty (30) day period and the denominator of which is the lowest conversion price
during such thirty (30) day period, multiplied by the price paid by Subscriber for such Common Stock ("Unlegended
Redemption Amount The Company shall pay any payments incurred under this Section in immediately available funds upon
demand.


 






    	14



    	 



    

 


b)          Conditions to the Company's Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer
at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided
that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion:


 


c)          The Buyer shall have executed this Agreement and delivered the same to the Company. The Buyer shall have delivered the Purchase
Price in accordance with Section 1(b) above.


 


d)          The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date),
and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.


 


e)          No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


8.         Conditions to The Buyer' s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note at the Closing
is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions
are for the Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion:


 


a)          The
Company shall have executed this Agreement and delivered the same to the Buyer.


 






    	15



    	 



    

 


The Buyer shall have delivered the Purchase Price in
accordance with Section l(b) above.


 


b)          The Company shall have delivered to the Buyer the duly executed Note (in such denominations as the Buyer shall request) in accordance
with Section l(b) above.


 


c)          The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyer, shall
have been delivered to and acknowledged in writing by the Company's Transfer Agent.


 


d)          The representations and warranties of the Company shall be true and correct in all material respects as of the date when made
and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific
date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and
conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.


 


e)          No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having
authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


f)           No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including
but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its
1934 Act reporting obligations.


 


9.         Governing Law; Miscellaneous.

 


a)          Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without
regard to principles of conflicts of laws thereof or any other State. Any action brought by any party against any other party
hereto concerning the transactions contemplated by this Agreement shall be brought only in the state courts of New York or in
the federal courts located in the state and county of New York. The parties to this Agreement hereby irrevocably waive any objection
to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or
venue or based upon forum non conveniens. The parties executing this Agreement and other agreements referred to herein or delivered
in connection herewith on behalf of the Company agree to submit to the in personam jurisdiction of such courts and hereby irrevocably
waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and
costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or
unenforceable under any applicable statute or rule oflaw, then such provision shall be deemed inoperative to the extent that it
may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may
prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.
Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any suit, action
or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.


 






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b)          Removal of Restrictive Legends. In the event that any Buyer has any shares of the Company's Common Stock bearing any restrictive
legends, and such Buyer, through its counsel or other representatives, submits to the Transfer Agent any such shares for the removal
of the restrictive legends thereon, whether in connection with a sale of such shares pursuant to any exemption to the registration
requirements under the Securities Act, or otherwise, and the Company and or its counsel refuses or fails for any reason (except
to the extent that such refusal or failure is based solely on applicable Law that would prevent the removal of such restrictive
legends) to render an opinion of counsel or any other documents or certificates required for the removal of the restrictive legends,
then the Company hereby agrees and acknowledges that such Buyer is hereby irrevocably and expressly authorized to have counsel
to such Buyer render any and all opinions and other certificates or instruments which may be required for purposes of removing
such restrictive legends, and the Company hereby irrevocably authorizes and directs the Transfer Agent to, without any further
confirmation or instructions from the Company, issue any such shares without restrictive legends as instructed by such Buyer,
and surrender to a common carrier for overnight delivery to the address as specified by such Buyer, certificates, registered in
the name of such Buyer or its designees, representing the shares of Common Stock to which such Buyer is entitled, without any
restrictive legends and otherwise freely transferable on the books and records of the Company.


 


c)          Filing Requirements. From the date of this Agreement and until the Note is no longer outstanding, the Company will (A)
comply in all respects with its reporting and filing obligations under the 1934 Act, (B) voluntarily comply with all reporting
requirements that are applicable to an issuer with a class of shares registered pursuant to Section 12(g) of the 1934 Act, if
the Company is not subject to such reporting requirements, and (C) comply with all requirements related to any registration statement
filed pursuant to this Agreement.


 


d)          Reserved.

 


e)          Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the
interpretation of, this Agreement.


 


f)           Severability.
In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then
such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform
with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect
the validity or enforceability of any other provision hereof.


 



    	17



    	 



    

 


g)          Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of
the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither
the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.


 


h)          Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice
is to be received), or the first business day following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be:


 


	Buyer;	Darling
    Capital, LLC 

Yehuda Marrus


757 3rd
Avenue #2104


New York,
NY


Office:
212-641-0374


Email:
Yehuda@darlingcapital.net


 


	Company;	 
	 	 





	 	VAPE
    HOLDINGS, INC.


21822
Lassen Street, Suite A


Chatsworth,
CA 91311


Cell:


Office:
(877) 827-3959


Email:
Kylet@vapeholdings.com


 


Each
party shall provide notice to the other party of any change in address.


 



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i)           Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors
and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the
prior written consent of the other. Notwithstanding the foregoing, subject to Section 2(f), the Buyer may assign its rights hereunder
to any person that purchases Securities in a private transaction from the Buyer or to any of its "affiliates," as that
term is defined under the 1934 Act, without the consent of the Company.


 


j)           Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


k)          Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement
shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The
Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage
arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and
covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses
as they are incurred.


 


l)           Publicity.
The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases,
SEC, OTCQB or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however,
that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, OTCQB (or other
applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations
(although the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall
be provided with a copy thereof and be given an opportunity to comment thereon).


 


m)         Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


n)          No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied against any party.


 


o)          Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the
Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the
remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, inthe event of a breach or threatened
breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available
remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity
of showing economic loss and without any bond or other security being required.


 






    	19



    	 



    

 


IN
WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above
written.


 


VAPE HOLDINGS,
INC.


 


	By:	 	 
	 	Name: 	Kyle Tracey	 
	 	Title:	CEO	 




 


DARLING
CAPITAL, LLC


 





	By:	 	  
	Name:	Yehuda Manus	 
	Title:	Managing Member	 




 


AGGREGATE
SUBSCRIPTION AMOUNT: $105,000


 


Aggregate
Principal Amount of Note: $105,000


 


Aggregate
Purchase Price: $105,000


 




 


 


20