SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 1st, 2016 • VPR Brands, LP. • Services-prepackaged software • California
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 28, 2016, by and between VPR BRANDS, LP, a Delaware corporation, with headquarters located at 4401 NW 167th Street, Miami, FL 33055 (the “Company”), and DIAMONDROCK, LLC, a New York limited liability company, with its address at 321 10th Avenue, Suite 202, San Diego, CA 92101 (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 21st, 2020 • VPR Brands, LP. • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 19, 2020 (provided, however, that this Agreement shall only be effective as of the date that this Agreement is signed by the Company (as defined in this Agreement) and the Buyer (as defined in this Agreement) (the “Execution Date”)), by and between VPR Brands, LP., a Delaware limited partnership (the “Company”), and DiamondRock, LLC, a New York limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Equity Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • August 19th, 2015 • Soleil Capital L.P. • Services-prepackaged software • Florida
THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of June 1, 2015 (the “Effective Date”), by and between Soleil Capital L.P., a Delaware limited partnership, ("Soleil LP" and or the "Company") Soleil Capital Management LLC, a Delaware limited liability company, the general partner of Soleil LP ("Soleil Management"), with its principal offices at -------------------, California ------- (the “Company”), and Jon Pan, a natural person and or assigns (the “Purchaser”).
ASSET PURCHASE AGREEMENT BY AND AMONG VPR Brands, LP, Kevin Frija, And Vapor Corp. July 29, 2016Asset Purchase Agreement • August 3rd, 2016 • VPR Brands, LP. • Services-prepackaged software • Florida
This Asset Purchase Agreement (the “Agreement”) is made as of the date first set forth above (the “Effective Date”), by and among (i) VPR Brands, LP, a Delaware limited partnership (together with any of its subsidiaries in existence or created hereafter, “VPRB”), Kevin Frija (“Mr. Frija”; together with VPRB, collectively referred to herein as “Buyers” and individually referred to herein as a “Buyer”) and Vapor Corp., a Delaware corporation (“Vapor” or “Seller”).
Termination of Certain Provisions of Share Purchase AgreementTermination of Certain Provisions of Share Purchase Agreement • December 1st, 2016 • VPR Brands, LP. • Services-prepackaged software • Florida
This Termination of Certain Provisions of Share Purchase Agreement (this “Agreement”) is made as of November 28, 2016 (the “Effective Date”), by and between VPR Brands, LP, a Delaware limited partnership, (previously known as Soleil Capital L.P, the “Company”) and Jon Pan, a natural person (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 28th, 2006 • JobsInSite, Inc. • New York
This Registration Rights Agreement (this “Agreement”) is by and between JOBSINSITE, INC., a New York corporation (the “Company”), and _________________ (the “Holder”) dated as of _____________.
SETTLEMENT AGREEMENTSettlement Agreement • December 6th, 2021 • VPR Brands, LP. • Services-prepackaged software • Florida
This Settlement Agreement (“Agreement”) is entered into as of the date of the last signature to this Agreement (“Effective Date”), by and between VPR BRANDS, LP (“VPR”), a Delaware limited partnership authorized to do business in Florida with a principal place of business located at 3001 Griffin Road, Fort Lauderdale, FL 33312 on the one hand; and NEPA 2 WHOLESALE, LLC (“NEPA”), a Florida limited liability company with a principal place of business at 3346 45th Street, West Palm Beach, FL 33407, on the other hand. Each of the foregoing may be referred to hereafter as a “Party”, and together as the “Parties.”
FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • September 16th, 2015 • VPR Brands, LP. • Services-prepackaged software • Delaware
This FIRST AMENDMENT (this “Amendment”) to the Limited Partnership Agreement (the “Agreement”) of Soleil Capital L.P., a Delaware limited partnership (the “Partnership”), is hereby adopted, effective as of the 10th day of September, 2015, by and among Soleil Capital Management L.L.C., a Delaware limited liability company, as the managing general partner of the limited partnership (the “Managing General Partner”), and all current and prospective limited partners of the Partnership (collectively, “Limited Partners”). Capitalized terms used but not defined in this Amendment shall have the respective meanings given to such terms in the Agreement. Each reference to “hereby,” “hereof,” “hereunder” and “this Agreement” in the Agreement shall, from and after the effective date of this Amendment, refer to the Agreement as amended by the Amendment.
FIRST AMENDMENTSecurity Agreement • September 12th, 2018 • VPR Brands, LP. • Services-prepackaged software • Florida
This First Amendment to Security Agreement, dated as of September _6___, 2018 (the “Amendment”) is made by and among VPR Brands, L.P., a limited partnership duly organized and validly existing under the laws of Delaware (the “Company”), and Healthier Choices Management Corp., a corporation duly organized and validly existing under the laws of Delaware, formerly known as Vapor Corp. (“Secured Party”).
ENGAGEMENT LETTERVPR Brands, LP. • March 17th, 2017 • Services-prepackaged software • Florida
AGREEMENT OF LIMITED PARTNERSHIP OF SOLEIL CAPITAL L.P.Agreement • April 14th, 2010 • Soleil Capital L.P. • Services-prepackaged software • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF SOLEIL CAPITAL L.P. dated as of June 19, 2009, is entered into by and among Soleil Capital Management L.L.C., a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
SETTLEMENT AGREEMENTSettlement Agreement • January 4th, 2022 • VPR Brands, LP. • Services-prepackaged software • California
This Settlement Agreement (“Agreement”) is entered into as of the date of the last signature to this Agreement (“Effective Date”), by and between VPR BRANDS, LP (“VPR”), a Delaware limited partnership authorized to do business in Florida with a principal place of business located at 3001 Griffin Road, Fort Lauderdale, FL 33312 on the one hand; and PHD MARKETING, INC. (“PHD”), a California company with a principal place of business at 1373 Ridgeway Street, Pomona, CA 91766, on the other hand. Each of the foregoing may be referred to hereafter as a “Party”, and together as the “Parties.”
SOLEIL CAPITAL L.P. TERMINATION OF SHARE PURCHASE AGREEMENTTermination of Share Purchase Agreement • August 19th, 2015 • Soleil Capital L.P. • Services-prepackaged software • Florida
THIS TERMINATION OF SHARE PURCHASE AGREEMENT (the “Termination Agreement”) is entered into as of August 18, 2015, by and among SOLEIL CAPITAL, L.P., a Delaware limited partnership (“Soleil LP” or the “Company”), SOLEIL CAPITAL MANAGEMENT LLC, a Delaware limited liability company (“Soleil Management”), and Greg Pan, a natural person (the “Purchaser).
SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT Dated as of January 23, 2020Limited Partnership Agreement • January 27th, 2020 • VPR Brands, LP. • Services-prepackaged software • Delaware
This Second Amendment (this “Amendment”) to the Limited Partnership Agreement (the “Agreement”) of VPR Brands, LP (the “Partnership”), is hereby adopted, effective as of the date first set forth above, by and among Soleil Capital Management L.L.C., a Delaware limited liability company, as the general partner of the limited partnership (the “General Partner”), for an on behalf of all current and prospective limited partners of the Partnership (collectively, “Limited Partners”). Capitalized terms used but not defined in this Amendment shall have the respective meanings given to such terms in the Agreement. Each reference to “hereby,” “hereof,” “hereunder” and “this Agreement” in the Agreement shall, from and after the effective date of this Amendment, refer to the Agreement as amended by the Amendment.
Assignment and Assumption Agreement Dated as of July 29, 2016Assignment and Assumption Agreement • August 3rd, 2016 • VPR Brands, LP. • Services-prepackaged software • Florida
This Assignment and Assumption Agreement (this “Agreement”) is made effective as of the date first set forth above, pursuant to that certain Asset Purchase Agreement, by and among (i) VPR Brands LP, a Delaware limited partnership (“Buyer”), Kevin Frija (“Mr. Frija”) and Vapor Corp., a Delaware corporation (“Seller”), dated of even date herewith (the “Asset Purchase Agreement”). Capitalized terms which are used but not defined in this Agreement shall have the meanings ascribed to such terms in the Asset Purchase Agreement.
JobsInSite Incorporated & NJIT Purchase AgreementPurchase Agreement • September 28th, 2006 • JobsInSite, Inc.
PURCHASE AGREEMENT (this “Purchase Agreement”) between JobsInSite Incorporated (“JobsInSite”) and the Educational Opportunity Fund (EOF) Program of the New Jersey Institute of Technology (“the Partner”), dated August 14, 2006 whereby JobsInSite shall provide an agreed-upon set of JobsInSite JobPrep Career ToolsTM (“Tools”) subject to the following terms, conditions and disclaimers. The Tools shall include CD software of JobsInSite Incorporated that Partner and JobsInSite agree upon.
SETTLEMENT AGREEMENTSettlement Agreement • October 3rd, 2022 • VPR Brands, LP. • Services-prepackaged software • Tennessee
This Settlement Agreement (“Agreement”) is entered into as of the date of the last signature to this Agreement (“Effective Date”), by and between VPR BRANDS, LP (“VPR”), a Delaware limited partnership authorized to do business in Florida with a principal place of business located at 3001 Griffin Road, Fort Lauderdale, FL 33312 on the one hand; and MONQ, LLC (“MONQ”), a Tennessee limited liability company with a principal place of business at 842 Conference Drive, Goodlettsville, TN 37072, on the other hand. Each of the foregoing may be referred to hereafter as a “Party”, and together as the “Parties.”
Share Certificate] INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK Number Shares JOBSINSITE, INC. COMMOM STOCK PAR VALUE $.001 PER SHARE 50,000,000 SHARES OR UNREGISTERED AND Restricted StockIncorporated Under • September 28th, 2006 • JobsInSite, Inc.
transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.
Lendistry, LLC LOAN AGREEMENTLendistry, LLC Loan Agreement • August 7th, 2019 • VPR Brands, LP. • Services-prepackaged software • California
This Loan Agreement (“Agreement”) dated 7/15/19 between Lendistry, LLC (“Lender”) and the borrower or other business listed below (“Borrower”).
EXCLUSIVE DISTRIBUTION AGREEMENTExclusive Distribution Agreement • January 5th, 2024 • VPR Brands, LP. • Services-prepackaged software
WHEREAS Supplier manufactures and produces, or is a wholesaler of HONEYSTICK brand Vape and/or Smoking products (herein referred to as “Products”), and is willing to grant Distributor the exclusive right to sell and distribute such Products (as defined herein);
Orange Door Capital, LLC PURCHASE AGREEMENTPurchase Agreement • December 5th, 2017 • VPR Brands, LP. • Services-prepackaged software • California
This Purchase Agreement (“Agreement”) dated November 16, 2017 between Orange Door Capital, LLC (“Company”) and the merchant or other business listed below (“Merchant”).
LOAN AGREEMENTLoan Agreement • September 12th, 2018 • VPR Brands, LP. • Services-prepackaged software • Florida
THIS LOAN AGREEMENT (“Agreement”) is made as of September 6, 2018 by and among VPR Brands, L.P., a limited partnership duly organized and validly existing under the laws of Delaware (the “Borrower”), and Healthier Choices Management Corp., a corporation duly organized and validly existing under the laws of Delaware, formerly known as Vapor Corp. (“Lender”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • February 21st, 2020 • VPR Brands, LP. • Services-prepackaged software • Delaware
This equity purchase agreement (this “Agreement”) is entered into as of February 19, 2020 (provided, however, that this Agreement shall only be effective as of the Execution Date (as defined in this Agreement)), by and between VPR Brands, LP., a Delaware limited partnership (the “Company”), and DiamondRock, LLC, a New York limited liability company (the “Investor”).
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement and Release • August 5th, 2022 • VPR Brands, LP. • Services-prepackaged software • New York
This Settlement Agreement and Release (together with any amendments, supplements, modifications, exhibits, and attachments as the same may be amended or supplemented or modified from time to time is hereinafter referred to as the “Agreement”) is made and entered into as of the latest date of execution by any of the parties below (the “Effective Date”) by and between VPR Brands, LP (“VPR”) on the one hand and Myle Vape, Inc (“Myle”) and MVH I, INC. (“MVH I”) (Myle and MVH I are sometimes collectively referred to herein as “MYLE”) on the other, as follows:
SECURITY AGREEMENTSecurity Agreement • August 3rd, 2016 • VPR Brands, LP. • Services-prepackaged software • Florida
This Security Agreement, dated as of July 29, 2016 (the “Agreement”) is made by and among VPR Brands, L.P., a limited partnership duly organized and validly existing under the laws of Delaware (the “Company”), and Vapor Corp., a corporation duly organized and validly existing under the laws of Delaware (“Secured Party”).
SETTLEMENT AGREEMENTSettlement Agreement • March 23rd, 2022 • VPR Brands, LP. • Services-prepackaged software • California
This Confidential Settlement Agreement (“Agreement”) is entered into as of the date of the last signature to this Agreement (“Effective Date”), by and between VPR BRANDS, LP (“VPR”), a Delaware limited partnership authorized to do business in Florida with a principal place of business located at 3001 Griffin Road, Fort Lauderdale, FL 33312, on the one hand; and XL VAPE, LLC (“XL Vape”), a limited liability company with a principal place of business at 1506 W. 28th Street, Torrance, CA 90501, VGOD LLC (“VGOD”), a limited liability company with a principal place of business at 1506 W. 28th Street, Torrance, CA 90501, SALTNIC LLC (“SaltNic”), a limited liability company with a principal place of business at 1506 W. 28th Street, Torrance, CA 90501, on the other hand. XL Vape, VGOD and SaltNic will be hereafter collectively referred to as the “XL Parties.” Each of the foregoing may be referred to hereafter as a “Party”, and together as the “Parties.”
