UNSECURED CONVERTIBLE PROMISSORY NOTEVape Holdings, Inc. • February 17th, 2015 • Electric housewares & fans • California
This Note carries an OID of $182,000.00. In addition, Borrower agrees to pay $10,000.00 to Lender to cover Lender’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction Expense Amount”), all of which amount is included in the initial principal balance of this Note. The purchase price for this Note shall be $1,808,000.00 (the “Purchase Price”), computed as follows: $2,000,000.00 original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by delivery to Borrower at Closing of the Investor Note and a wire transfer of immediately available funds in the amount of the Initial Cash Purchase Price (as defined in the Purchase Agreement). For purposes hereof, the term “Purchase Price Date” means the date the Initial Cash Purchase Price is delivered by Lender to Borrower.
Securities Purchase AgreementSecurities Purchase Agreement • February 17th, 2015 • Vape Holdings, Inc. • Electric housewares & fans • California
This Securities Purchase Agreement (this “Agreement”), dated as of February 10, 2015, is entered into by and between Vape Holdings, Inc., a Delaware corporation (“Company”), and Redwood Management, LCC, a Florida limited liability company, its successors and/or assigns (“Investor”).
