0001213900-15-006204 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities 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").

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AMENDMENT, WAIVER AND MODIFICATION TO SECURITIES PURCHASE AGREEMENT AND RELATED TRANSACTION DOCUMENTS
Securities Purchase Agreement • August 14th, 2015 • Vape Holdings, Inc. • Electric housewares & fans • New York

This Amendment, Waiver and Modification Agreement to the Securities Purchase Agreement (the “Agreement”) and the Transaction Documents (as defined in the Securities Purchase Agreement), dated as of February 10, 2015, is entered into by and between VAPE Holdings, Inc., a Delaware corporation (the “Company”) and the Redwood Management, LLC, including any designees and assignees thereto identified on Exhibit A to this Agreement (the “Investor”) as of the date set forth on the signature page hereto.

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