Exhibit 10.6

AMENDMENT, WAIVER AND MODIFICATION TO

SECURITIES PURCHASE AGREEMENT AND RELATED TRANSACTION DOCUMENTS

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.

BACKGROUND

AGREED TERMS

Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Conversion (the “Conversion Price”) shall be 70% (the “Conversion Factor”) of the lowest daily VWAP (as defined below) in the ten (10) Trading Days immediately preceding the applicable Conversion. Additionally, if at any time after the Effective Date, the Conversion Shares are not DTC Eligible, then the then-current Conversion Factor will automatically be reduced by 5% for all future Conversions. Finally, in addition to the Default Effect, if any Major Default occurs after the Effective Date, the Conversion Factor shall automatically be reduced for all future Conversions by an additional 5% for each of the first three (3) Major Defaults that occur after the Effective Date (for the avoidance of doubt, each occurrence of any Major Default shall be deemed to be a separate occurrence for purposes of the foregoing reductions in Conversion Factor, even if the same Major Default occurs three (3) separate times). For example, the first time the Conversion Shares are not DTC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 70% to 65% for purposes of this example. If, thereafter, there are three (3) separate occurrences of a Major Default pursuant to Section 4.1 (i) for purposes of this example the Conversion Factor would be reduced by 5% for the first such occurrence, and so on for each of the second and third occurrences of such Major Default. Notwithstanding the foregoing, in no event shall the Conversion Factor be less than 50% or the Conversion Price be less than $0.50 (the “Conversion Price Floor”);

Conversion Price. Subject to the adjustments set forth herein, the conversion price for each Conversion (the “Conversion Price”) shall be 55% (the “Conversion Factor”) of the lowest traded price in the fifteen (15) Trading Days immediately preceding the applicable Conversion. Additionally, if at any time after the Effective Date, the Conversion Shares are not DTC Eligible, then the then-current Conversion Factor will automatically be reduced by 5% for all future Conversions. Finally, in addition to the Default Effect, if any Major Default occurs after the Effective Date, the Conversion Factor shall automatically be reduced for all future Conversions by an additional 5% for each of the first three (3) Major Defaults that occur after the Effective Date (for the avoidance of doubt, each occurrence of any Major Default shall be deemed to be a separate occurrence for purposes of the foregoing reductions in Conversion Factor, even if the same Major Default occurs three (3) separate times). For example, the first time the Conversion Shares are not DTC Eligible, the Conversion Factor for future Conversions thereafter will be reduced from 55% to 50% for purposes of this example. If, thereafter, there are three (3) separate occurrences of a Major Default pursuant to Section 4.1(i), then for purposes of this example the Conversion Factor would be reduced by 5% for the first such occurrence, and so on for each of the second and third occurrences of such Major Default.

The Company and Investor acknowledge and agree that any offsetting interest previously accrued on the unfunded $2,000,000 principal sum of the Note and the unfunded $1,627,200 principal sum of the Investor Note is hereby waived due to offsetting interest claims and is of no further force and effect. For avoidance of doubt, the Investor expressly waives claims to interest on the unpaid balance of the Note up to and including the date of this Agreement.

The Company and Investor agree that, due to the reduction of the Outstanding Balance on the Note from $2,000,000 to $800,000 and the waiver of offsetting interest claims by the parties, the Investor Note serves no additional purpose and is hereby terminated in in its entirety. Any reference to the Investor Note is hereby stricken throughout the Transaction Documents; provided, however, that both parties agree that the Note and the Investor Note are two separate and distinct instruments and the termination of the Investor Note has no impact, force or effect on the Note.

The Company and Investor acknowledge that each party has certain claims against each other for default under their various obligations under the Transaction Documents and each party desires to waive past claims of default and set forth new terms upon which to continue their contractual relationship. It is understood and agreed by both parties that this waiver addresses only past defaults up to the date of this Agreement and does not apply to events which may trigger default provisions in the Transaction Documents in the future.

The Company represents and warrants to the Investor as of the date of this Agreement that:

This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

This Agreement shall be governed by and shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

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IN WITNESS WHEREOF, the Company and the Holder have caused this Amendment, Waiver and Modification to Securities Purchase Agreement to be signed by their duly authorized officers.

Exhibit A

Redwood Management LLC

RDW Capital LLC

Redwood Fund III, Ltd.

Old Main Capital, LLC (assignee)

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