VPR BRANDS, LP (OTCMKTS:VPRB) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On November 28, 2016, VPR Brands, LP (the Company) entered into a
Securities Purchase Agreement (the SPA) with DiamondRock, LLC, an
unaffiliated third party (DiamondRock), to which the Company sold
to Diamond Rock a $500,000 convertible promissory note (the Note)
for a purchase price of $475,000, reflecting an original issue
discount of $25,000. The transactions under the SPA closed on
November 29, 2016, and the Note was issued on that date.

The Note permits the Company to make additional borrowings under
the Note. On November 29, 2016, DiamondRock advanced the first
tranche to the Company in the amount of $71,250, which reflected
the first borrowing in the amount of $75,000, less the prorated
portion of the original issue discount.

Amounts advanced under the Note bear interest at the rate of 8%
per year, and the maturity date for each tranche is 12 months
from the funding of the applicable tranche. The Company may
prepay any amount outstanding under the Note prior to the actual
maturity date for a 35% premium (thus paying 135% of the amount
owed for that particular maturity).

DiamondRock has the right to convert the outstanding and unpaid
principal amount and accrued and unpaid interest of the
respective tranche of the Note into shares of common stock of the
Company, subject to the limitation that DiamondRock may not
complete a conversion if doing so would cause DiamondRock to own
in excess of 4.99% of the Companys outstanding shares of common
stock, provided that DiamondRock may waive that limitation and
increase the ownership cap to up to 9.99%. The conversion price
for any conversion under the Note is equal to the lesser of (i)
$0.50 and (ii) 65% of the volume weighted average trading price
of the Companys common over the 7 trading days ending on the last
complete trading day prior to the date of the conversion. In
addition, in the event that the Company enters into certain
transactions with other parties that provide for a conversion
price at a larger discount (than 35%) to the trading price of the
Companys common stock, or provides for a longer look-back period,
then the conversion price and look-back period under the Note
will be adjusted to be such lower conversion price and longer
look-back period, as applicable.

If at any time while the Note is outstanding, the Company enters
into a transaction structured in accordance with, based upon, or
related or to, in whole or in part, Section 3(a)(10) of the
Securities Act of 1933, as amended (covering certain exchange
transactions), then a liquidated damages charge of 25% of the
outstanding principal balance of the Note at that time will be
assessed and will become immediately due and payable to
DiamondRock, either in the form of cash payment or as an addition
to the balance of the Note, as determined by mutual agreement of
the Company and DiamondRock.

The Note also contains a right of first refusal such that, if at
any time while the Note is outstanding, the Company has a bona
fide offer of capital or financing from any 3rd party that the
Company intends to act upon, then the Company must first offer
such opportunity to DiamondRock to provide such capital or
financing on the same terms.

The SPA and the Note contain customary representations,
warranties and covenants for transactions of this type. The SPA
is attached hereto as Exhibit 10.1 hereto and the Note is
attached hereto as Exhibit 10.2 hereto, and the descriptions of
the SPA and the Note as set forth above are qualified in their
entirety by reference to such Exhibits.

Item 1.02 Termination of a Material Definitive
Agreement.

On November 28, 2016, the Company and Kevin Frija, the Companys
Chief Executive Officer and Chief Financial Officer, entered into
a Termination of Certain Provisions of Share Purchase Agreement
(the Frija Termination Agreement), to which the Company and Mr.
Frija terminated, to the extent not already completed, the rights
and obligations of the parties under Section 2 and Section 3 of
the Share Purchase Agreement entered into between them on May 29,
2015, as disclosed in the Companys Current Report on Form 8-K
filed on June 9, 2015 (the Frija SPA).

The Frija Termination Agreement operated to terminate, to the
extent not already completed, all of the options, rights and
obligations of the parties under Section 2 and Section 3 of the
Frija SPA, which sections provided for the sale of up to
50,000,000 shares of the Companys common units (Common Units) by
the Company to Mr. Frija at a price of $0.01 per Share.

The sales under the Frija SPA had been expected to occur in
multiple tranches. The following sales have occurred under the
Frija SPA, all at a price of $0.01 per Common Unit:

No additional sales have been completed under the Frija SPA and
thus the Frija Termination Agreement operated to terminate the
Companys and Mr. Frijas rights and obligations with respect to
the remaining 20,000,000 Common Units available for sale under
the Frija SPA.

In connection with the Frija SPA, the Company named Kevin Frija
chief executive officer and chairman of the Board of Directors of
the Company and as a manager of the Companys general partner,
Soleil Capital Management LLC (the General Partner).

Contemporaneous with Mr. Frijas appointment as Chief Executive
Officer and Chairman of the Board of Directors on June
5^th, 2015, the Companys prior Chief Executive Officer,
Mr. Jon Pan. resigned from his position as Chief Executive
Officer of the Company. In connection with, and in consideration
and as severance for, Mr. Pans resignation as Chief Executive
Officer, the Company and Mr. Pan entered into a Share Purchase
Agreement on June 1, 2015 wherein the Company agreed to grant Mr.
Pan the right to purchase 10,000,000 Common Units, at a price of
$0.01 per Common Unit as disclosed in the Companys Quarterly
Report on Form 10-Q filed on August 19, 2015 (the Pan SPA). Mr.
Pan currently continues to serve as a consultant to the Company

On November 28, 2016, the Company and Mr. Pan entered into a
Termination Agreement (the Pan Termination Agreement), to which
the Company and Mr. Pan terminated, to the extent not already
completed, the rights and obligations of the parties under
Section 1 and Section 2 of the Pan SPA.

The Pan Termination Agreement operated to terminate, to the
extent not already completed, all of the options, rights and
obligations of the parties under Section 1 and Section 2 of the
Pan SPA, which sections provided for the sale of up to 10,000,000
Common Units by the Company to Mr. Pan at a price of $0.01 per
Common Unit. Through November 28, 2016, no Common Units had been
sold to Mr. Pan, and thus the Pan Termination Agreement operated
to terminate the Companys and Mr. Pans rights and obligations
with respect to all 10,000,000 Common Units available for sale
under the Pan SPA.

To the extent not terminated by the Frija Termination Agreement
and the Pan Termination Agreement, the Frija SPA and the Pan SPA,
respectively, remain in full force and effect.

No placement agent has participated in the sales under the Frija
SPA or the Pan SPA. No termination fees were incurred by the
Company to either the Frija Termination Agreement or the Pan
Termination Agreement.

The Frija Termination Agreement is attached hereto as Exhibit
10.3 and the Pan Termination Agreement is attached hereto as
Exhibit 10.4.

Item 8.01 Other Events

Classification orSIC Code

On December 1, 2016, we issued a press release announcing that
the Securities and Exchange Commission approved the Companys
request to change itsSIC Codeto 2100 Tobacco Products, announcing
the cancellation of the termination of the outstanding
obligations under the Frija SPA and the Pan SPA, as discussed
above, and announcing the new Note entered into by the Company,
as also discussed above. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.

This information in this Item 8.01 including Exhibit 99.1, is
being furnished and shall not be deemed to be filed for the
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of such section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

About VPR BRANDS, LP (OTCMKTS:VPRB)

VPR Brands, LP, formerly Soleil Capital L.P., is a technology holding company. The Company is engaged in the electronic cigarette and personal vaporizer industry. The Company is also engaged in product development for the vapor or vaping market, including e-liquids. The Company owns a portfolio of electronic cigarette and personal vaporizer patents. It designs, markets and distributes a range of e-liquids under the HELUIM brand; designs, markets and distributes electronic cigarettes; prosecutes and enforces its rights; licenses its intellectual property, and develops private label manufacturing programs. The Company’s disposable electronic cigarettes feature a one-piece construction that houses all the components and is utilized until the nicotine or nicotine free solution is depleted. Rechargeable electronic cigarettes feature a rechargeable battery and replaceable cartridge. The personal vaporizers feature a tank and a chamber, a heating element and a battery.

VPR BRANDS, LP (OTCMKTS:VPRB) Recent Trading Information

VPR BRANDS, LP (OTCMKTS:VPRB) closed its last trading session down -0.025 at 0.400 with 34,251 shares trading hands.