0001213900-16-013783 Sample Contracts

FORBEARANCE AGREEMENT
Forbearance 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).

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SHARE EXCHANGE UNWIND AGREEMENT
Share 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 NOTE
Unsecured Convertible 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).

VAPE HOLDINGS, INC. COMMON STOCK PURCHASE AGREEMENT
Common 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”).

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