SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2011 • Peoplestring Corp • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 18, 2011, between PeopleString Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 24th, 2011 • Peoplestring Corp • Services-computer programming, data processing, etc.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 18, 2011, between PeopleString Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2015 • Vape Holdings, Inc. • Electric housewares & fans • New York
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").
Exhibit A REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 19th, 2016 • Vape Holdings, Inc. • Electric housewares & fans • Nevada
This Registration Rights AGREEMENT (the “Agreement”), dated as of April 19, 2016 (the “Execution Date”), is entered into by Vape Holdings, Inc., a Delaware corporation with its principal executive office at 5304 Derry Avenue, Unit C, Agoura Hills, CA, 91301 (the “Company”), and GHS Investments, LLC, a Nevada Limited Liability Company with offices at 200 Stonehinge Lane, Suite 3, Carle Place, NY 11514(the “Investor”).
INVESTMENT AGREEMENTInvestment Agreement • April 19th, 2016 • Vape Holdings, Inc. • Electric housewares & fans • Nevada
This INVESTMENT AGREEMENT (the “Agreement”), dated as of April 19, 2016 (the “Execution Date”), is entered into by and between Vape Holdings, Inc., a Delaware corporation with its principal executive office at 5304 Derry Avenue, Unit C, Agoura Hills, CA 91301 (the “Company”), and GHS Investments LLC, a Nevada limited liability company, with offices at 200 Stonehinge Lane, Suite 3, Carle Place, NY 11514 (the “Investor”).
SERIES B COMMON STOCK PURCHASE WARRANT PEOPLESTRING CORPORATIONPeoplestring Corp • May 24th, 2011 • Services-computer programming, data processing, etc.
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the eighteen (18) month anniversary of the date hereof (the “Termination Date”) but not thereafter, to subscribe for and purchase from PeopleString Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Securities Purchase AgreementSecurities Purchase Agreement • December 27th, 2016 • Vape Holdings, Inc. • Electric housewares & fans • Nevada
THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 28 day of October, 2016 by and between VAPE Holdings, Inc., (the “Company”), and GHS Investments, LLC (the “Investor”).
ContractVape Holdings, Inc. • August 11th, 2015 • Electric housewares & fans
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • August 11th, 2015 • Vape Holdings, Inc. • Electric housewares & fans • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 5, 2015, by and between Vape Holdings, Inc., a Delaware corporation, with headquarters located at 21822 Lassen Street, Suite A, Chatsworth, CA 91311 (the “Company”), and ________________, (the “Buyer”).
May 5, 2011Peoplestring Corp • May 24th, 2011 • Services-computer programming, data processing, etc. • New York
AMENDED AND RESTATED SECURED SERIES B PREFERRED STOCK CONVERTIBLE PROMISSORY NOTEVape Holdings, Inc. • December 27th, 2016 • Electric housewares & fans • California
THIS SECURED AMENDED AND RESTATED SERIES B PREFERRED STOCK CONVERTIBLE PROMISSORY NOTE (this "Note") is one of a series of duly authorized and validly issued Secured Series B Preferred Stock Convertible Notes (the "Notes") of Vape Holdings, Inc., a Delaware corporation (the "Company"), having its principal place of business at 21822 Lassen Street, Suite A, Chatsworth, CA 91311.
FORBEARANCE AGREEMENTForbearance Agreement • May 24th, 2016 • Vape Holdings, Inc. • Electric housewares & fans • Utah
This Forbearance Agreement (this “Agreement”) is entered into as of December 10, 2015 by and between Typenex Co-Investment, LLC, a Utah limited liability company (“Lender”), and Vape Holdings, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Note (defined below).
CONSULTING AGREEMENTConsulting Agreement • April 26th, 2011 • Peoplestring Corp • Services-computer programming, data processing, etc. • New York
This Consulting Agreement (this "Agreement") is made and effective as of the 20th day of April 2011, by and between PeopleString Corporation (the "Company"), and Brooke Capital Investments, LLC ("Brooke").
SHARE EXCHANGE UNWIND AGREEMENTShare Exchange Unwind Agreement • May 24th, 2016 • Vape Holdings, Inc. • Electric housewares & fans • California
THIS SHARE EXCHANGE UNWIND AGREEMENT (“Unwind Agreement”) is made effective as of this _12th ___ day of January, 2016 by and between VAPE Holdings, Inc., a Delaware corporation (“VAPE”) and BetterChem Consulting, Inc., a Pennsylvania corporation (“BetterChem”), and Mark Scialdone, an individual (“Scialdone”). VAPE, BetterChem, and Scialdone, each a Party, may be collectively referred to herein as the Parties.
AMENDMENT TO UNSECURED CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • May 24th, 2016 • Vape Holdings, Inc. • Electric housewares & fans
This Amendment to Unsecured Convertible Promissory Note (this “Amendment”) is entered into as of August 26, 2015, by and between Typenex Co-Investment, LLC, a Utah limited liability company (“Lender”), and Vape Holdings, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Amendment without definition shall have the meanings given to them in the Note (as defined below).
SETTLEMENT AGREEMENTSettlement Agreement • April 24th, 2014 • Vape Holdings, Inc. • Services-computer programming, data processing, etc. • New York
This SETTLEMENT AGREEMENT (the “Agreement”), dated as of April 24, 2014, is by and between Vape Holdings, Inc., a Delaware corporation (the “Company”), and Sphinx Trading, LP (f/k/a Pyramid Trading Limited Partnership) (the “Claimant”).
OPTION SURRENDER AGREEMENTOption Surrender Agreement • October 22nd, 2015 • Vape Holdings, Inc. • Electric housewares & fans • California
The undersigned holder of non-statutory stock options (the “Company Options”) to acquire shares of common stock of the Company, par value $0.00001, granted pursuant to the 2014 Incentive and Nonstatutory Stock Option Plan (the “Plan”), agrees to surrender each Company Option set forth on Exhibit A hereto (the “Surrendered Options”). The undersigned is permitted to surrender, for no consideration, Company Options pursuant to Section 10 of their Nonstatutory Stock Option Agreement (the “Option Agreement”)
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2016 • Vape Holdings, Inc. • Electric housewares & fans • California
THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT, dated April 19, 2016 (the “Agreement”), is between VAPE HOLDINGS, INC., a Delaware corporation (the “Company”), and Allan Viernes, CPA (“Executive”), an individual. Company and Executive may be referred to herein individually as a “Party” or collectively as the “Parties.”
ASSIGNMENT OF DEBT AGREEMENTAssignment of Debt Agreement • March 25th, 2016 • Vape Holdings, Inc. • Electric housewares & fans • Nevada
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises, mutual promises, representations and warranties contained herein and for other good and valuable consideration, the receipt of which are acknowledged, and subject to the terms and conditions hereinafter set out, the parties agree as follows:
VAPE HOLDINGS, INC. COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 24th, 2016 • Vape Holdings, Inc. • Electric housewares & fans • Utah
This Common Stock Purchase Agreement (this “Agreement”) is made and entered into as of December 10, 2015 (the “Agreement Date”), by and between Vape Holdings, Inc., a Delaware corporation (the “Company”), and Odyssey Research and Trading, LLC, a Utah limited liability company (the “Purchaser”).
ASSIGNMENT OF DEBT AGREEMENTAssignment of Debt Agreement • March 7th, 2016 • Vape Holdings, Inc. • Electric housewares & fans • California
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises, mutual promises, representations and warranties contained herein and for other good and valuable consideration, the receipt of which are acknowledged, and subject to the terms and conditions hereinafter set out, the parties agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 27th, 2016 • Vape Holdings, Inc. • Electric housewares & fans • Utah
THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 1, 2016, is entered into by and between VAPE HOLDINGS, INC., a Delaware corporation ("Company"), and Typenex Co-investment, Llc, a Utah limited liability company, its successors and/or assigns ("Investor").
IRREVOCABLE LETTER OF INSTRUCTIONS TO TRANSFER AGENT ASSIGNMENT AGREEMENTTransfer Agent Assignment Agreement • March 7th, 2016 • Vape Holdings, Inc. • Electric housewares & fans • Utah
This IRREVOCABLE LETTER OF INSTRUCTIONS TO TRANSFER AGENT ASSIGNMENT AGREEMENT (the “Assignment Agreement”) is effective as of this 1st day of March, 2016 (the “Effective Date”) by and between TYPENEX CO-INVESTMENT, LLC (“Assignor”) and GHS INVESTMENTS, LLC (“Assignee”) (collectively, “Parties”).
ContractVape Holdings, Inc. • August 11th, 2015 • Electric housewares & fans • New York
THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)
ASSIGNMENT OF DEBT AGREEMENTAssignment of Debt Agreement • March 7th, 2016 • Vape Holdings, Inc. • Electric housewares & fans • Utah
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises, mutual promises, representations and warranties contained herein and for other good and valuable consideration, the receipt of which are acknowledged, and subject to the terms and conditions hereinafter set out, the parties agree as follows:
STOCK SURRENDER AGREEMENTStock Surrender Agreement • October 22nd, 2015 • Vape Holdings, Inc. • Electric housewares & fans • California
This STOCK SURRENDER AGREEMENT (the “Agreement”) dated as of October 20, 2015, by and between VAPE Holdings, Inc. (the “Company”) and the undersigned shareholder (the “Shareholder”) of Company common stock.
Strategic Marketing AgreementStrategic Marketing Agreement • July 5th, 2012 • Peoplestring Corp • Services-computer programming, data processing, etc. • New Jersey
AGREEMENT made as of the __ day of June 2012 (the “Effective Date”) by and between PeopleString Corporation, a Delaware Corporation company having its offices at 157 Broad Street, Suite 109, Red Bank, NJ 07701 (“PeopleString”) and BiLo Media, Inc., a ________ corporation having its offices at _______________________ (“BiLo”).
SETTLEMENT AGREEMENTSettlement Agreement • April 16th, 2014 • Vape Holdings, Inc. • Services-computer programming, data processing, etc. • California
This SETTLEMENT AGREEMENT (the “Agreement”), dated as of April 16, 2014, is by and between Vape Holdings, Inc., a Delaware corporation (the “Company”), and Iroquois Master Fund Ltd., (the “Claimant”). Company and Claimant shall sometimes be referred to herein as the “Parties” or individually as “Party.”
BUSINESS ADVISORY AGREEMENTBusiness Advisory Agreement • September 14th, 2011 • Peoplestring Corp • Services-computer programming, data processing, etc. • New Jersey
This AGREEMENT is made and entered into as of the 7th day of September, 2011 by and between Peoplestring, Inc (the "Company") and Emerging Equity Advisors, Inc, A Florida Corporation (the "Business Advisor").
Strategic Marketing AgreementStrategic Marketing Agreement • September 14th, 2011 • Peoplestring Corp • Services-computer programming, data processing, etc. • New Jersey
AGREEMENT made as of the 6th day of September 2011 (the “Effective Date”) by and between Cameo Stars, LLC, a New York limited liability company having its offices at 122 West 27th Street, 10th Floor, New York, New York 10001 (“Cameo Stars”) and PeopleString Corporation, a Delaware corporation having its offices at 157 Broad Street, Suite 109, Red Bank, New Jersey 07701 (“PeopleString”).
Vape Holdings, Inc. NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • July 3rd, 2014 • Vape Holdings, Inc. • Abrasive, asbestos & misc nonmetallic mineral prods • California
This NONSTATUTORY STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this ____ day of ______________, ____, by and between Vape Holdings, Inc., a Delaware corporation ("Corporation"), and ________________________________ (referred to herein as the "Optionee"). Corporation and Optionee shall sometimes herein be referred to as “Party” or “Parties.” Capitalized terms not otherwise defined herein shall have the meanings set forth in that certain 2014 Incentive and Nonstatutory Stock Option Plan approved by the Corporation.
Vape Holdings, Inc. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • July 3rd, 2014 • Vape Holdings, Inc. • Abrasive, asbestos & misc nonmetallic mineral prods • California
This INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this ____ day of ______________,, by and between Vape Holdings, Inc., a Delaware corporation ("Corporation"), and ________________________________ (referred to herein as the "Optionee"). Corporation and Optionee shall sometimes herein be referred to as “Party” or “Parties.” Capitalized terms not otherwise defined herein shall have the meanings set forth in that certain 2014 Incentive and Nonstatutory Stock Option Plan approved by the Corporation.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 3rd, 2014 • Peoplestring Corp • Services-computer programming, data processing, etc. • California
SETTLEMENT AGREEMENTSettlement Agreement • April 23rd, 2014 • Vape Holdings, Inc. • Services-computer programming, data processing, etc. • California
This SETTLEMENT AGREEMENT (the "Agreement"), dated as of April 22, 2014, is by and between Vape Holdings, Inc., a Delaware corporation (the "Company"), and Warberg WF I, LP, Warberg Opportunistic Trading Fund, LP and Option Opportunities Corp. (collectively, the "Warberg Entities"). Company and the Warberg Entities shall sometimes be referred to herein as the "Parties" or individually as "Party."
AMENDMENT NO. 1 TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • April 19th, 2016 • Vape Holdings, Inc. • Electric housewares & fans • California
THIS AMENDMENT NO. 1 (“Amendment”) to the EXECUTIVE EMPLOYMENT AGREEMENT dated as of December 10, 2015 (“Agreement”) is made as of April 19, 2016, (the “Amendment Effective Date”), between VAPE Holdings, Inc., a Delaware corporation (“Company”), and Justin Braune, an individual (“Executive”). Capitalized terms used but not defined herein are used as defined in the Agreement and any amendment thereto.
