OTC: VPRB

When a user draws air through the electronic cigarette,
the air flow is detected by a sensor, which activates a heating element that vaporizes the solution stored in the mouthpiece/cartridge,
the solution is then vaporized and it is this vapor that is inhaled by the user. The cartridge contains either a nicotine solution or
a nicotine-free solution, either of which may be flavored.

We have developed a line of electronic cigarette
e-liquids which were previously sold under the brand name “Vapor X”, “Krave” and “Helium.” We plan
to develop a complete line of disposable and rechargeable electronic personal vaporizers for cannabis and hemp extract oils under the
“HRB” brand.

Disposable electronic vaporizers feature a one-piece
construction that houses all the components and is utilized until the nicotine or nicotine-free solution is depleted.

Rechargeable electronic vaporizers feature a rechargeable
battery and replaceable cartridge or pod. The cartridges or pods are changed when the solution is depleted from use.

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Personal vaporizers are similar in form and function
to electronic cigarettes but typically have a larger form factor and are used to vaporize solutions that are not nicotine-based and may
include flavors and or flavor combinations. They are most widely used for cannabis and hemp extracts.

Personal vaporizers or vaporizers typically feature
a tank and a chamber, a heating element and a battery. The vaporizer user fills the tank with a liquid solution or the chamber with wax,
dry herb or leaf. The vaporizer battery can be recharged and the tank and chamber can be refilled.

Medical vaporizers for cannabis use function similarly
to electronic cigarettes and vaporizers but have unique design characteristics to enable patients to vape the different forms of cannabis.
Generally, these forms are essential oils, concentrates, as well as dry herb. This results in a similar effect but it is cannabis concentrates
being vaporized instead of nicotine liquid or a flavored cartridge, so the design has to be changed to vaporize these different textures.

We have developed a line of vaporizers that are
for use with medical cannabis under the “HONEYSTICK” brand. These vaporizers are designed for sale in the medical and recreational
cannabis markets and currently feature mainly vaporizers for essential oils and concentrates. We plan to launch and develop more units
for dry herb and cannabis extracts, and continue to expand the line to offer more innovative technology that is high performance and convenient.
We also conduct most of our private label production for cannabis oriented vaporizers.

We have developed and commercialize a “vapor
cigar” product designed to emulate certain attributes of a premium cigar smoking experience, including form factor, draw characteristics
and tobacco-profile flavoring. This product is marketed as an adult-only offering under the Grandfadda® brand and is currently limited
to tobacco-variant flavors. Our ability to develop, manufacture, distribute and market this product is subject to evolving federal, state
and local laws and regulations applicable to vapor products, including potential restrictions on flavors, advertising, distribution and
shipping, which could adversely affect sales and profitability.

The U.S. Market for Electronic Cigarettes and
Medical Cannabis Vaporizers

Electronic cigarettes are generally marketed as
an alternative to traditional tobacco-burning cigarettes. Because electronic cigarettes offer a “smoking” experience without
the burning of tobacco leaf, electronic cigarettes offer users the ability to satisfy their nicotine cravings without the byproducts of
smoke, tar, ash or carbon monoxide. In many cases electronic cigarettes are not subject to the use prohibitions of tobacco-burning cigarettes
and therefore, may be used in more places than conventional cigarettes. Certain states, cities, businesses, providers of transportation
and public venues in the U.S. have already banned the use of electronic cigarettes, however, and others are considering banning the use
of electronic cigarettes. We cannot provide any assurances that the use of electronic cigarettes will not be banned anywhere traditional
tobacco-burning cigarette use is banned.

We believe that the market for medical and recreational
cannabis products, including cannabis vape products, continues to expand as the legal climate within the U.S. has resulted in more states
permitting recreational and/or medical cannabis use. Vape products are growing as a delivery device because they allow very convenient,
effective and discrete ways of delivery that minimize, odor and exposure. Vape products also allow for the vaporization of all textures
of cannabis, which allows for effective dosing.

The U.S. Supreme Court has ruled that it is the
federal government that has the right to regulate and criminalize cannabis, even for medical purposes. Therefore, federal law criminalizing
the use of marijuana preempts state laws that legalize its use for medicinal purposes.

The U.S. federal government regulates drugs through
the Controlled Substances Act of 1970, as amended (the “CSA”), which places controlled substances, including cannabis, in
a schedule. Cannabis is classified as a Schedule I controlled substance. A Schedule I controlled substance is defined as a substance
that has no currently accepted medical use in the United States, a lack of safety for use under medical supervision and a high potential
for abuse. The U.S. Department of Justice (the “DOJ”) defines Schedule I drugs, substances or chemicals as “drugs with
no currently accepted medical use and a high potential for abuse.” However, the U.S. Food and Drug Administration (the “FDA”)
has approved Epidiolex, which contains a purified form of the drug cannabidiol (“CBD”), a non-psychoactive ingredient
in the cannabis plant, for the treatment of seizures associated with two epilepsy conditions. The FDA has not approved cannabis or cannabis
compounds as a safe and effective drug for any other condition. Moreover, pursuant to the Agriculture Improvement Act of 2018 (the “Farm
Bill”), CBD remains a Schedule I controlled substance under the CSA, with a narrow exception for CBD derived from hemp with a tetrahydrocannabinol
(“THC”) concentration of less than 0.3%.

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We maintain our operations so as to remain in
compliance with the CSA. Even in those jurisdictions in which the manufacture and use of medical marijuana has been legalized at the state
level, the possession, use and cultivation all remain violations of federal law that are punishable by imprisonment and substantial fines,
and the prescription of marijuana is a violation of federal law. Moreover, individuals and entities may violate federal law if they intentionally
aid and abet another in violating these federal controlled substance laws or conspire with another to violate them.

The inconsistencies between federal and state
regulation of cannabis were addressed in a memorandum (the “Cole Memo”) which then-Deputy Attorney General James Cole sent
to all U.S. District Attorneys in 2013 outlining certain priorities for the DOJ relating to the prosecution of cannabis offenses. The
Cole Memo acknowledged that, notwithstanding the designation of cannabis as a Schedule I controlled substance at the federal level, several
states had enacted laws authorizing the use of cannabis for medical purposes. The Cole Memo noted that jurisdictions that have enacted
laws legalizing cannabis in some form have also implemented strong and effective regulatory and enforcement systems to control the cultivation,
processing, distribution, sale, and possession of cannabis. As such, conduct in compliance with those laws and regulations is less likely
to implicate the Cole Memo’s enforcement priorities. The DOJ did not provide (and has not provided since) specific guidelines for
what regulatory and enforcement systems would be deemed sufficient under the Cole Memo. In light of limited investigative and prosecutorial
resources, the Cole Memo concluded that the DOJ should be focused on addressing only the most significant threats related to cannabis,
such as distribution of cannabis from states where cannabis is legal to those where cannabis is illegal, the diversion of cannabis revenues
to illicit drug cartels and sales of cannabis to minors.

On January 4, 2018, former U.S. Attorney
General Jeff Sessions issued a memorandum (the “Sessions Memo”) which rescinded the Cole Memo. The Sessions Memo stated, in
part, that current law reflects “Congress’ determination that cannabis is a dangerous drug and cannabis activity is a serious
crime,” and Mr. Sessions directed all U.S. Attorneys to enforce the laws enacted by Congress by following well-established
principles when pursuing prosecutions related to cannabis activities. We are not aware of any prosecutions of investment companies doing
routine business with licensed marijuana related businesses in light of the DOJ position following issuance of the Sessions Memo. However,
there can be no assurance that the federal government will not enforce federal laws relating to cannabis in the future. As a result of
the Sessions Memo, federal prosecutors are now free to utilize their prosecutorial discretion to decide whether to prosecute cannabis
activities, despite the existence of state-level laws that may be inconsistent with federal prohibitions. No direction was given to federal
prosecutors in the Sessions Memo as to the priority they should ascribe to such cannabis activities, and thus it is uncertain how active
U.S. federal prosecutors will be in relation to such activities.

Federal prosecutors appear to continue to use
the Cole Memo’s priorities as an enforcement guide. Former U.S. Attorney General Merrick Garland indicated that he was deprioritizing
enforcement of low-level cannabis crimes such as possession, and shared his view that the government should focus on large-scale
criminal enterprises that circumvent state legalization laws instead of going after people who abide by local cannabis policies. There
were no new federal cannabis memoranda issued by the Biden Administration or any published change in federal enforcement policy. We are
unaware of any new enforcement guidelines being released by the Trump administration. The U.S. federal government has always reserved
the right to enforce federal law regarding the sale and disbursement of medical or recreational marijuana, even if state law sanctioned
such sale and disbursement. Although the rescission of the Cole Memo does not necessarily indicate that marijuana industry prosecutions
are now affirmatively a priority for the DOJ, there can be no assurance that the U.S. federal government will not enforce such laws in
the future. The sheer size of the cannabis industry, in addition to participation by state and local governments and investors, however,
suggests that a large-scale federal enforcement operation would more than likely create unwanted political backlash for the DOJ and the
current administration. Regardless, at this time, cannabis remains a Schedule I controlled substance at the federal level. It is
unclear whether the risk of enforcement has been altered.

One legislative safeguard for the medical cannabis
industry, appended to the federal budget bill, remains in place following the rescission of the Cole Memo. For several years, Congress
has adopted a so-called “rider” provision to the Consolidated Appropriations Act (formerly referred to as the Rohrabacher-Farr
Amendment and currently referred to as the Rohrabacher-Blumenauer Amendment) to prevent the federal government from using congressionally
appropriated funds to enforce federal cannabis laws against regulated medical cannabis actors operating in compliance with state and local
law. Despite the rescission of the Cole Memo, the DOJ appears to continue to adhere to the enforcement priorities set forth in the Cole
Memo.

The Cole Memo and the Rohrabacher-Blumenauer Amendment
gave licensed cannabis operators (particularly medical cannabis operators) and investors in states with legal regimes greater certainty
regarding the DOJ’s enforcement priorities and the risk of operating cannabis businesses. While the Sessions Memo has introduced
some uncertainty regarding federal enforcement, the cannabis industry continues to experience growth in legal medical and adult use markets
across the United States. Currently, there is no guarantee that state laws legalizing and regulating the sale and use of cannabis will
remain in place or that local governmental authorities will not limit the applicability of state laws within their respective jurisdictions.
Unless and until the U.S. Congress amends the CSA with respect to cannabis (and as to the timing or scope of any such potential amendments
there can be no assurance), there is a risk that federal authorities may enforce current U.S. federal law criminalizing cannabis.

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Although the U.S. Supreme Court has ruled that
it is the federal government that has the right to regulate and criminalize cannabis, and federal law criminalizing the use of marijuana
preempts state laws that legalize its use, cannabis is largely regulated at the state level.

State laws that permit and regulate the production,
distribution and use of cannabis for adult use or medical purposes are in direct conflict with the CSA, which makes cannabis use and possession
federally illegal. Although certain states and territories of the U.S. authorize medical and/or adult use cannabis production and distribution
by licensed or registered entities, under U.S. federal law, the possession, use, cultivation and transfer of cannabis and any related
drug paraphernalia is illegal, and any such acts are criminal acts under federal law under any and all circumstances under the CSA. Although
our activities are believed to be compliant with applicable state and local laws, strict compliance with state and local laws with respect
to cannabis may neither absolve us of liability under U.S. federal law, nor may it provide a defense to any federal proceeding which may
be brought against us.

Many states and U.S. territories have legalized
the medical and/or adult use of cannabis.

Although we are not engaged in the purchase, sale,
growth, cultivation, harvesting, or processing of marijuana products, strict enforcement of federal prohibitions regarding marijuana could
irreparably harm our business, subject us to criminal prosecution and/or adversely affect the trading price of our securities. We cannot
provide any assurances that federal regulations will not inhibit the growth, expansion, or legality of the cannabis movement which is
highly interdependent in the growth of sales of our vaporizers.

As part of the “Consolidated Appropriations
Act, 2021,” in a COVID-19 relief bill signed into law on December 27, 2020, the U.S. Congress amended the Prevent All Cigarette
Trafficking (“PACT”) Act to apply to e-cigarettes and all vaping products. Originally passed in 2009, the PACT Act amended
the existing Jenkins Act of 1949, which required interstate shippers to report cigarette sales to state tobacco tax administrators in
order to combat illicit sales and tax avoidance. The PACT Act, among other things, prohibited the use of the U.S. Postal Service (“USPS”)
to deliver cigarettes and smokeless tobacco products directly to consumers.

In addition to the non-mailing provisions, the
PACT Act requires anyone who sells cigarettes or smokeless tobacco to register with the Bureau of Alcohol, Tobacco, Firearms and
Explosives (the “ATF”) and the tobacco tax administrators of the states into which a shipment is made or in which an
advertisement or offer is disseminated. Delivery sellers who ship cigarettes or smokeless tobacco to consumers are further required to
label packages as containing tobacco, verify the age and identity of the customer at purchase, use a delivery method (other than USPS)
that checks identification and obtains adult customer signature at delivery, and maintain records of delivery sales for a period of four
years after the date of sale, among other things.

The PACT Act also requires sellers to file a monthly
report with the state tobacco tax administrator and any other local or tribal entity that taxes the sale of cigarettes. Such reports must
include the name and address of the persons delivering and receiving the shipment and the brand and quantity of the “cigarettes”
that were shipped. These requirements apply to all sales of cigarettes and smokeless tobacco, including sales to consumers and sales between
businesses.

PACT Act and shipping restrictions. The
PACT Act, as amended in 2020 to cover Electronic Nicotine Delivery Systems (“ENDS”), imposes registration, reporting, tax,
labeling and age-verification requirements on covered sellers, and the ATF maintains a non-compliant list that can effectively bar listed
entities from using common carriers and other service providers. The U.S. Postal Service generally prohibits mailing ENDS products directly
to consumers and permits only limited business-to-business exceptions subject to strict procedures, and major private carriers have also
restricted or discontinued vapor shipments. Compliance burdens, carrier limitations, and increased enforcement and related litigation
risk could increase costs, constrain distribution, disrupt sales, and materially adversely affect our business, results of operations
and financial condition.

PACT Act enforcement and litigation risk. Enforcement of the
PACT Act and related shipping, reporting, registration, and tax-compliance requirements has increased, including actions targeting distributors
and sellers of ENDS products and scrutiny of the limited exceptions that may permit certain business-to-business shipments. Government
enforcement, civil litigation by regulators, or actions by carriers or the U.S. Postal Service could further restrict lawful shipping
options, increase compliance costs, result in penalties, and disrupt distribution channels. Any such developments could materially adversely
affect our business, results of operations, and financial condition.

Legislative developments affecting hemp-derived products. Recent
federal appropriations and related legislation have included provisions intended to materially restrict “intoxicating hemp”
products and to narrow the scope of products that may be lawfully sold under the hemp framework. If enacted and implemented as currently
proposed, these measures could materially limit the manufacture, distribution, and sale of certain hemp-derived cannabinoid products (including
products marketed for intoxicating effects), and could require reformulation, relabeling, changes to distribution channels, or discontinuation
of certain product lines. These developments, as well as evolving state laws, could adversely affect demand for hemp-related products
and components, our customers’ and distributors’ compliance obligations, and our results of operations.

Global Market

We participate in the vapor and related consumer products markets,
which are subject to rapid changes in regulation, product standards, consumer preferences, and competitive dynamics. Market size and growth
rates cited from third parties may vary significantly based on methodology, geography, and regulatory assumptions.

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Distribution and Sales

The distribution and sales strategy for our products
is tailored to the characteristics of each market, whether it be geographical, demographical, or genre (cannabis or e-liquid).

Our sales and distribution channels are:

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Direct sales and distribution, where we have set up our own distribution directly to retailers.

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Single independent distributors who are responsible for distribution within a single market.

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Exclusive territory and exclusive channel distribution, where distributors have an exclusive territory within a country or an exclusive right to sell within a distribution channel (e.g. gas stations).

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Distribution through wholesalers, where we supply either national or regional wholesalers who then service retailers.

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Internet/e-commerce sales, where we sell directly to end users through one of our internet websites and/or landing pages.

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Distribution through online distributors that sell to an extensive network of resellers.

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Distribution through dispensaries who are responsible for dispensing medical or recreational cannabis.

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Distribution through master distributors, where we sell to distributors who service other distributors.

Business Strategy

VPR Brands is a holding company, whose assets
include an issued U.S. patent for atomization related products, including technology for medical marijuana vaporizers and electronic cigarette
products and components, as well as pocket lighters. We also have several trademarks HONEYSTICK, PHANTOM, RIPPER, VPOD, HRB, GRANDFADDA,)
for licensing activities. We are also engaged in product development for the vapor or vaping market, including e-liquids. Electronic cigarettes
are electronic devices which deliver nicotine through atomization, or vaping of e-liquids and without smoke and other chemicals constituents
typically found in traditional tobacco burning cigarette products.

Our portfolio of electronic cigarette personal
vaporizer and pocket lighter patents are the basis for our efforts to:

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Design, market and distribute a line of pocket lighters under the “DISSIM” brand;

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Design, market and distribute a line of vaporizers for essential oils, concentrates, and dry herbs under the “HONEYSTICK” brand;

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Design, market, license and distribute a line of vaporizers under the brand;

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Design, market and distribute a line of HEMP CBD products under the “GOLD LINE” brand;

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Design, market and distribute electronic cigarettes and popular vaporizers under the “GRANDFADDA” brand;

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Prosecute and enforce our patent and trademark rights;

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License our intellectual property; and

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Develop private label manufacturing programs.

Our electronic cigarette e-liquids are marketed
as an alternative to tobacco burning cigarettes.

We
design, develop, market and distribute a line of products oriented toward the cannabis markets, which is the HoneyStick brand of vaporizers
and the Goldline HEMP products. We design, develop, market and distribute a cigar-style vapor product under the Grandfadda®
brand. The Grandfadda® product is intended for adult consumers and is designed to emulate certain attributes of a premium cigar experience,
including form factor, draw characteristics, and tobacco-profile flavor. At this time, the Grandfadda® line is offered only in tobacco-variant
flavor formulations.

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Patent and Trademark Rights

We are evaluating our options and conducting investigations
to determine if our intellectual property is being infringed upon in the U.S. and globally. and if so, by whom. We are prosecuting infringers
and pursuing available remedies. We have hired a law firm on contingency basis to file suit against infringers.

License of our Technology and Trademarks

In light of recent lawsuits filed against several
electronic cigarette companies, we believe that an opportunity exists to license our patented technology and trademarks to companies named
in those lawsuits and others who may be seeking an alternative to the electronic cigarette technologies which are or may be subject to
patent litigation. We are actively enforcing our intellectual property rights via lawsuits against infringers.

Private Label

As an extension of our plan to license our technology
to other electronic cigarette companies, we plan to offer private label manufacturing programs for electronic cigarette as well as cannabis
vape companies that would rather purchase a finished manufactured product, rather than simply purchasing a license to manufacture their
products using our technology. We believe that we have a greater understanding of the manufacturing process than a licensee would and
that we can better oversee the manufacturing process of our patented technologies and offer a more reliable and higher quality product
through our supply chain than can otherwise be achieved by third parties.

Competition

Competition in the electronic cigarette and vaporizer
industry is intense. We compete with other sellers of electronic cigarettes, the nature of our competitors is varied as the market is
highly fragmented and the barriers to entry into the business are low. Our direct competitors sell products that are substantially similar
to ours and through the same channels through which we sell our electronic cigarette products. We compete with these direct competitors
for sales through distributors, wholesalers and retailers, including but not limited to national chain stores, tobacco shops, dispensaries
gas stations, travel stores, shopping mall kiosks, in addition to direct to public sales through the internet, mail order and telesales.
As a general matter, we have access to and market and sell the similar electronic cigarettes as our competitors and since we sell our
products at substantially similar prices as our competitors.

Part of our business strategy focuses on the establishment
of contractual relationships with distributors and prominent branding focused on performance and quality. We are aware that e-cigarette
competitors in the industry are also seeking to enter into such contractual relationships and try to create brand loyalty. In many cases,
competitors for such contracts may have greater management, human, and financial resources than we do for entering into such contracts
and for attracting distributor relationships. Furthermore, certain of our electronic cigarette competitors may have better control of
their supply and distribution, be, better established, larger and better financed than us.

We also compete against “big tobacco”,
U.S. cigarette manufacturers of both conventional tobacco cigarettes and electronic cigarettes like Altria Group, Inc., Lorillard, Inc.
and Reynolds American, Inc. We compete against big tobacco who offers not only conventional tobacco cigarettes and electronic cigarettes
but also smokeless tobacco products such as “snus” (a form of moist ground smokeless tobacco that is usually sold in sachet
form that resembles small tea bags), chewing tobacco and snuff. Big tobacco has nearly limitless resources, global distribution networks
in place and a customer base that is fiercely loyal to their brands. Furthermore, we believe that big tobacco will devote more attention
and resources to developing and offering electronic cigarettes as the market for electronic cigarettes grows. Because of their well-established
sales and distribution channels, marketing expertise and significant resources, big tobacco is better positioned than small competitors
like us to capture a larger share of the electronic cigarette market.

We also face competition from manufacturers in
China as they try to increase their U.S. presence by marketing directly to members within our supply and value chain similar products.

We may also face competition from other patent
holders, including but not limited to, Imperial Tobacco Group Plc, Europe’s second-biggest tobacco company, who in September 2013
acquired a portfolio of electronic cigarette patents from Dragonite International Ltd. (formerly Ruyan Group Holdings Limited) for $75
million, as we attempt to negotiate and contract with other electronic cigarette companies to license our intellectual property.

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Manufacturing

We depend on third party manufacturers for our
electronic cigarettes, vaporizers and accessories. Our customers associate certain characteristics of our products including the weight,
feel, draw, unique flavor, packaging and other attributes of our products to the brands we market, distribute and sell. Any interruption
in supply and/or consistency of our products may adversely impact our ability to deliver our products to our wholesalers, distributors
and customers and otherwise harm our relationships and reputation with customers, and have a materially adverse effect on our business,
results of operations and financial condition.

Although we believe that several alternative sources
for our products are available, several of our models have proprietary molds and any failure to obtain the components, chemical constituents
and manufacturing services necessary for the production of our products would have a material adverse effect on our business, results
of operations and financial condition.

Source and Availability of Raw Materials

We believe that an adequate supply of product
and raw materials will be available to us as needed and from multiple sources and suppliers.

Intellectual Property

We own the following U.S. patent:

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Electronic Cigarette, Patent 8,205,622 as issued by the United States Patent and Trademark Office on May 14, 2012.

We own the following U.S. Trademarks:

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HoneyStick, Dissim, VPOD, HRB, Phantom, GRANDFADDA, Ripper, Crumble,

We have the following U.S. Trademarks Pending:

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TRBM

The following are the website domains acquired:

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www.vapehoneystick.com

Additional Trademarks

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www.Dissim.com

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www.vaporcigar.com

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www.flashlighter.com

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www.cbdgoldline.com

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www.goldlinecbd.com

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www.cartdub.com

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www.vprbrands.com

Government Regulations

Tobacco Deemed Products

Pursuant to a December 2010 decision by the U.S.
Court of Appeals for the District of Columbia Circuit, in Sottera, Inc. v. Food & Drug Administration, 627 F.3d 891 (D.C. Cir. 2010),
the FDA is permitted to regulate electronic cigarettes as “tobacco products” under the Family Smoking Prevention
and Tobacco Control Act of 2009 (the “Tobacco Control Act”). Under this Court decision, the FDA is not permitted to
regulate electronic cigarettes as “drugs” or “devices” or a “combination product” under
the Federal Food, Drug and Cosmetic Act unless they are marketed for therapeutic purposes.

The Tobacco Control Act also requires establishment,
within the FDA’s new Center for Tobacco Products, of a Tobacco Products Scientific Advisory Committee to provide advice, information
and recommendations with respect to the safety, dependence or health issues related to tobacco products.

The FDA had previously indicated that it intended
to regulate e-cigarettes under the Tobacco Control Act through the issuance of “Deeming Regulations” that would
include e-liquid, e-cigarettes, and other vaping products (collectively, “Deemed Tobacco Products”) under the Tobacco
Control Act and subject to the FDA’s jurisdiction.

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On May 10, 2016, the FDA issued the “Deeming
Regulations” which came into effect August 8, 2016. The Deeming Regulations amended the definition of “tobacco products”
to include e-liquid, e-cigarettes and other vaping products. Deemed Tobacco Products include, but are not limited to, e-liquids, atomizers,
batteries, cartomizers, clearomisers, tank systems, flavors, bottles that contain e-liquids and programmable software. Beginning August
8, 2016, Deemed Tobacco Products became subject to all FDA regulations applicable to cigarettes, cigarette tobacco, and other tobacco
products which require:

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a prohibition on sales to those younger than 18 years of age and requirements for verification by means of photographic identification (in December 2019, the federal minimum age for sale of tobacco products was raised from 18 to 21 years);

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health and addictiveness warnings on product packages and in advertisements;

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a ban on vending machine sales unless the vending machines are located in a facility where the retailer ensures that individuals under 18 years of age are prohibited from entering at any time;

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registration with, and reporting of product and ingredient listings to, the FDA;

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no marketing of new tobacco products prior to FDA review;

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no direct and implied claims of reduced risk such as “light”, “low” and “mild” descriptions unless FDA confirms (a) that scientific evidence supports the claim and (b) that marketing the product will benefit public health;

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payment of user fees;

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ban on free samples; and

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childproof packaging.

In addition, the Deeming Regulations requires
any Deemed Tobacco Product that was not commercially marketed as of the “grandfathering” date of February 15, 2007, to obtain
premarket approval before it can be marketed in the United States. Premarket approval could take any of the following three pathways:
(1) submission of a premarket tobacco product application (“PMTA”) and receipt of a marketing authorization order; (2) submission
of a substantial equivalence report and receipt of a substantial equivalence order; or (3) submission of a request for an exemption from
substantial equivalence requirements and receipt of a substantial equivalence exemption determination. We cannot predict if any of the
products in our product line, all of which would be considered “non-grandfathered”, will receive the required premarket approval
from the FDA if we were to undertake obtaining premarket approval through any of the available pathways.

Since there were virtually no e-liquid, e-cigarettes or other vaping
products on the market as of February 15, 2007, there is limited ability to rely on the substantial equivalence or exemption pathways
for many vapor products. As a result, many products would require a PMTA, which can be costly and time-consuming. Products marketed without
required premarket authorization may be subject to regulatory enforcement actions, including warning letters, import detention, seizure,
injunction, or removal from the U.S. market, any of which could materially adversely affect our business, results of operations and financial
condition.

In a press release dated July 28, 2017, the FDA
also stated that “the FDA plans to issue foundational rules to make the product review process more efficient, predictable, and
transparent for manufacturers, while upholding the agency’s public health mission. Among other things, the FDA intends to issue
regulations outlining what information the agency expects to be included in PMTAs, Modified Risk Tobacco Product (“MRTP”)
applications and reports to demonstrate Substantial Equivalence (“SE”). The FDA also plans to finalize guidance on how it
intends to review PMTAs for vapor products. The agency also will continue efforts to assist industry in complying with federal tobacco
regulations through online information, meetings, webinars and guidance documents”.

We have not filed any PMTAs. We have shifted our product strategy away
from nicotine-containing vapor products and toward cannabis vape hardware products and lighters. In March 2022, Congress enacted legislation
(effective April 14, 2022) that clarified FDA authority to regulate tobacco products containing nicotine from any source, including synthetic
nicotine. Nicotine products, including products containing nicotine from non-tobacco sources, may be regulated by the FDA as tobacco products
and may require premarket authorization to be lawfully marketed. If we were to market, distribute, or support nicotine products without
required authorizations, we could be subject to regulatory enforcement, which could materially adversely affect our business, results
of operations and financial condition.

In addition to federal regulation, state and local
governments currently legislate and regulate tobacco products, including what is considered a tobacco product, how tobacco taxes are calculated
and collected, to whom tobacco products can be sold and by whom, in addition to where tobacco products, specifically cigarettes may be
smoked and where they may not. Certain municipalities have enacted local ordinances which preclude the use of e-liquid, e-cigarettes and
other vaping products where traditional tobacco burning cigarettes cannot be used and certain states have proposed legislation that would
categorize vaping products as tobacco products, equivalent to their tobacco burning counterparts. If these bills become laws, vaping products
may lose their appeal as an alternative to traditional cigarettes, which may have the effect of reducing the demand for the products.

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We may be required to discontinue, prohibit or
suspend sales of our e-liquid products in states that require us to obtain a retail tobacco license. If we are unable to obtain certain
licenses, approvals or permits and if we are not able to obtain the necessary licenses, approvals or permits for financial reasons or
otherwise and/or any such license, approval or permit is determined to be overly burdensome to us, then we may be required to cease sales
and distribution of our e-liquid products to those states, which would have a material adverse effect on our business, results of operations
and financial condition.

As a result of FDA import alert 66-41 (which allows
the detention of unapproved drugs promoted in the U.S.), U.S. Customs has from time to time temporarily and in some instances indefinitely
detained certain products. If the FDA modifies the import alert from its current form which allows U.S. Customs discretion to release
the products, to a mandatory and definitive hold, we may no longer be able to ensure a supply of raw materials or saleable product, which
will have material adverse effect on our business, results of operations and financial condition.

The PACT Act was amended to apply to electronic nicotine delivery systems
and related vapor products (as broadly defined under applicable law), and imposes registration, reporting, tax compliance, labeling, age
verification, and delivery requirements on certain sellers, among other obligations. In addition, the U.S. Postal Service generally prohibits
mailing covered vapor products directly to consumers, subject to limited exceptions (including certain business-to-business shipments)
and compliance requirements. Compliance with these requirements and carrier policies may increase our costs, constrain distribution channels,
and could materially adversely affect our business, results of operations and financial condition.

As noted above, the PACT Act now applies to e-cigarettes and other
vapor products.

The tobacco industry expects significant regulatory
developments to take place over the next few years, driven principally by the World Health Organization’s Framework Convention on
Tobacco Control (“FCTC”). The FCTC is the first international public health treaty on tobacco, and its objective is to establish
a global agenda for tobacco regulation with the purpose of reducing initiation of tobacco use and encouraging cessation. Regulatory initiatives
that have been proposed, introduced or enacted include:

●
the levying of substantial and increasing tax and duty charges;

●
restrictions or bans on advertising, marketing and sponsorship;

●
the display of larger health warnings, graphic health warnings and other labeling requirements;

●
restrictions on packaging design, including the use of colors and generic packaging;

●
restrictions or bans on the display of tobacco product packaging at the point of sale, and restrictions or bans on cigarette vending machines;

●
requirements regarding testing, disclosure and performance standards for tar, nicotine, carbon monoxide and other smoke constituents levels;

●
requirements regarding testing, disclosure and use of tobacco product ingredients;

●
increased restrictions on smoking in public and work places and, in some instances, in private places and outdoors;

●
elimination of duty free allowances for travelers; and

●
encouraging litigation against tobacco companies.

If e-liquid, e-cigarettes or other vaping products
are subject to one or more significant regulatory initiatives enacted under the FCTC, our business, results of operations and financial
condition could be materially and adversely affected.

9

Canada

E-cigarettes with or without nicotine are legal
in Canada. In May 2018, Bill S-5: An Act to amend the Tobacco Act and Non-smokers’ Health Act received Royal Assent established
a new legislative framework to regulate the manufacturing, sale, labelling and promotions of vaping products in Canada. Sales of vaping
products containing nicotine are permitted to adults 18 years of age and older. Vaping products containing cannabis are regulated under
the Cannabis Act and its regulations. The Cannabis Act became law on October 17, 2018, and establishes the framework for controlling the
production, sale and possession of cannabis across Canada. On October 17, 2019, cannabis extracts, including vaping products, became legal
for sale in Canada. As with vaping products containing nicotine, the safety of cannabis vaping devices (such as the batteries) is regulated
under the CCPSA.

Company’s Efforts to Mitigate Risks Associated
with New and Evolving Regulation

We are constantly seeking to stay in compliance
with all existing and reasonably expected future regulations. Through our internal compliance team, market consultants and technicians
and testing labs hopes to stay in accordance with all standards whether set forth in the New Tobacco Products Directive or the Deeming
Regulations. Making sure that all e-liquid products meet and exceed the standards set forth by each market’s regulatory body is
our highest concern. Staying in compliance with all marketing and packaging directives is imperative to maintaining access to the markets.
Although these processes are costly and time consuming, it is imperative for our success that these steps are taken and constantly kept
up to date. Failure to comply in a timely fashion to any particular directive or regulation could have material adverse effects on the
results of business operations.

CBD Products

Our CBD products are subject to various state
and federal laws regarding the production and sales of hemp-based products. Section 12619 of the Agriculture Improvement Act of 2018 (“2018 Farm
Bill”) removed “hemp,” as defined in the Agricultural Marketing Act of 1946 (the “1946 Agricultural Act”),
from the classification of “marijuana,” which is generally prohibited as a Schedule I drug under the CSA. Under the 1946 Agricultural
Act (as amended by the 2018 Farm Bill), the term “hemp” means “the plant Cannabis sativa L. and any part of that
plant, including the seeds thereof and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing
or not, with a delta-9 tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis.” As a result of the
passage of the 2018 Farm Bill, and since we believe our CBD products contain parts of the cannabis plant with a THC concentration
of not more than 0.3 percent on a dry weight basis, we believe that our CBD products are not governed by the CSA and, ergo, would not
be subject to prosecution thereunder because we believe our CBD products contain “hemp” within the meaning of the 1946 Agricultural
Act (as amended by the 2018 Farm Bill) and do not contain any “marijuana” as prohibited under the CSA (as amended by
the 2018 Farm Bill); provided, however, there is a lack of legal protection for hemp-based products that contain more than 0.3 percent
THC and there is a risk that we would be subject to prosecution under the CSA in the event that its CBD products are found to contain
more than 0.3 percent THC.

Furthermore, the 1946 Agricultural Act (as amended
by the 2018 Farm Bill) provides additional regulations regarding the production of hemp-based products and there is the risk that
its CBD products may be found to be in violation of these regulations. Specifically, the 1946 Agricultural Act (as amended by the 2018 Farm
Bill) contains provisions relating to the shared state-federal jurisdiction over hemp cultivation and production, whereby states and Indian
tribes have been delegated the broad authority to regulate and limit the production and sale of hemp and hemp products within their borders.
Under the 1946 Agricultural Act (as amended by the 2018 Farm Bill), a plan under which a State or Indian tribe monitors and regulates
the production of hemp shall only be required to include “(i) a practice to maintain relevant information regarding land on which
hemp is produced in the State or territory of the Indian tribe, including a legal description of the land, for a period of not less than
three calendar years; (ii) a procedure for testing, using post-decarboxylation or other similarly reliable methods, delta-9 tetrahydrocannabinol
concentration levels of hemp produced in the State or territory of the Indian tribe; (iii) a procedure for the effective disposal of—(I)
plants, whether growing or not, that are produced in violation of this subtitle; and (II) products derived from those plants; (iv) a procedure
to comply with enforcement procedures; (v) a procedure for conducting annual inspections of, at a minimum, a random sample of hemp producers
to verify that hemp is not produced in violation of applicable law; (vi) a procedure for submitting the information, as applicable, to
the Secretary of Agriculture (the “Secretary”) not more than 30 days after the date on which the information is received;
and (vii) a certification that the State or Indian tribe has the resources and personnel to carry out the practices and procedures described
in clauses (i) through (vi).” Further, a hemp producer in a State or the territory of an Indian tribe for which a State or Tribal
plan is approved shall be determined to have negligently violated the State or Tribal plan, including by negligently— “(i)
failing to provide a legal description of land on which the producer produces hemp; (ii) failing to obtain a license or other required
authorization from the State department of agriculture or Tribal government, as applicable; or (iii) producing Cannabis sativa L. with
a delta-9 THC concentration of more than 0.3 percent on a dry weight basis.” A hemp producer that negligently violates a State or
Tribal plan three times in a five-year period shall be ineligible to produce hemp for a period of five years beginning on the date of
the third violation. If the State department of agriculture or Tribal government in a State or the territory of an Indian tribe for which
a State or Tribal plan, as applicable, determines that a hemp producer in the State or territory has violated the State or Tribal plan
with a culpable mental state greater than negligence— “(i) the State department of agriculture or Tribal government, as applicable,
shall immediately report the hemp producer to —(I) the Attorney General; and (II) the chief law enforcement officer of the State
or Indian tribe, as applicable.” In the case of a State or Indian tribe for which a State or Tribal plan is not approved, the production
of hemp in that State or the territory of that Indian tribe shall be subject to a plan established by the Secretary to monitor and regulate
that production. A plan established by the Secretary under shall include— “(A) a practice to maintain relevant information
regarding land on which hemp is produced in the State or territory of the Indian tribe, including a legal description of the land, for
a period of not less than three calendar years; (B) a procedure for testing, using post-decarboxylation or other similarly reliable methods,
delta-9 tetrahydrocannabinol concentration levels of hemp produced in the State or territory of the Indian tribe; (C) a procedure for
the effective disposal of—(i) plants, whether growing or not, that are produced in violation of applicable law; and (ii) products
derived from those plants; (D) a procedure to comply with the enforcement procedures; (E) a procedure for conducting annual inspections
of, at a minimum, a random sample of hemp producers to verify that hemp is not produced in violation of this subtitle; and (F) such other
practices or procedures as the Secretary considers to be appropriate. The Secretary shall also establish a procedure to issue licenses
to hemp producers. In the case of a State or Indian tribe for which a State or Tribal plan is not approved under applicable law, it shall
be unlawful to produce hemp in that State or the territory of that Indian tribe without a license issued by the Secretary. A violation
of a plan established by the Secretary shall be subject to enforcement and the Secretary shall report the production of hemp without a
license issued by the Secretary to the Attorney General. In the event that our CBD products are found to be in violation of these regulations,
we may become subject to enforcement action as provided for in the 1946 Agricultural Act (as amended by the 2018 Farm Bill) and may
become subject to prosecution thereunder.

10

Corporate History

We were incorporated in New York on July 19, 2004,
as Jobsinsite.com, Inc. On August 5, 2004, we changed our name to Jobsinsite, Inc. On June 18, 2009, we merged with a Delaware corporation
and became Jobsinsite, Inc. On July 1, 2009, we filed Articles of Conversion with the Secretary of State of Delaware and became Soleil
Capital L.P., a Delaware limited partnership. On September 2, 2015, we changed our name to VPR Brands, LP. We are managed by Soleil Capital
Management LLC, a Delaware limited liability company (our “General Partner”).

Under our Limited Partnership Agreement, as amended
(the “partnership agreement”), we are authorized to issue an unlimited number of partnership interests for the consideration
and on the terms and conditions determined by our General Partner, without the approval of the unitholders. We may also issue additional
partnership interests that, as determined by our General Partner, may have rights to distributions or special voting rights to which the
common units are not entitled. The common unitholders do not have preemptive rights under the partnership agreement to acquire additional
common units or other partnership interests. As of the date hereof, 91,746,806 common units, no par value per unit, are issued and outstanding
and no Class A preferred units, no par value per unit, are issued and outstanding.

Since our inception, we have generated nominal
revenues through the sale of software items related to the job search industry and in 2009, management actively explored opportunities
to manage private capital. Specifically, we had plans to sponsor and manage limited partnerships organized for the purpose of exploring
opportunities to acquire securities in secondary transactions of venture backed businesses and dispensing capital to seed stage venture
capital opportunities. As a result of our new business direction and in an effort to establish operations in the venture capital and private
equity industry, we have reorganized the business and restructured as a public limited partnership. In 2013, management identified an
opportunity to acquire a portfolio of electronic cigarette and personal vaporizers patents. In connection with this transaction our business
objectives pivoted and we are now focusing our efforts on the electronic cigarette and personal vaporizer industry and is pursuing plans
to commercialize and monetize its portfolio of electronic cigarette and personal vaporizer patents. Prior to our decision to design, develop
and market electronic cigarette e-liquids sold under the Helium brand in March 2016, we had designed, developed and marketed electronic
cigarettes sold under the RED brand.

On December 27, 2013, we entered into a patent
acquisition agreement (the “Purchase Agreement”) Guocheng “Greg” Pan, pursuant to which we agreed to purchase
certain electronic cigarette and personal vaporizer patents owned and invented by Mr. Pan (the “Purchased Assets”). Under
the terms of the Purchase Agreement and in consideration for the acquisition of the Purchased Assets, we issued to Mr. Pan (and certain
of his designees) 10,501,700 common units representing limited partnership units and a warrant to purchase 2,000,000 common units representing
limited partnership units. The warrants entitle Mr. Pan (or his designees) to purchase common units at $0.15 per common unit with an expiration
date 10 years from the effective date of the Purchase Agreement.

The patents were originally valued based on number
of units issued, warrants issued, valuation of the traded stock at the time of issuance and similar patents sold during the year. Based
on these assumptions, we valued the assets purchased at approximately $5.5 million at the time of purchase. During the year ended December
31, 2014, we determined due to lack of sales and projected sales and completion in the industry the value of the patent should be significantly
reduced. As a result, we wrote off the entire patent.

On May 29, 2015, we entered into a Share Purchase
Agreement with Kevin Frija (“Frija Share Purchase Agreement”) for a private placement (“Private Placement”) of
up to 50,000,000 common units representing limited partnership interests. The Private Placement was expected to occur in multiple tranches.
For the first tranche, on June 4, 2015, we issued 10,000,000 common units to Mr. Frija at a purchase price of $0.01 per unit, resulting
in gross proceeds of $100,000. In subsequent tranches, Mr. Frija had the right to buy an additional 40,000,000 common units at a purchase
price of $0.01 per unit. We expected to receive gross proceeds of $400,000 in the aggregate upon the closing of the subsequent tranches
of the Private Placement. No placement agent has participated in the Private Placement.

In connection with the Share Purchase Agreement, we named Mr. Frija
Chief Executive Officer and Chairman of the Board of Directors and as a manager of our General Partner. Contemporaneous with Mr. Frija’s
appointments, the then current chief executive officer and chairman of the board of directors, Messrs. Jon Pan and Greg Pan, respectively,
resigned from their respective positions. Notwithstanding, Mr. Greg Pan continued to be a member of the General Partner, which is member-managed. In consideration and as severance, for Jon Pan’s resignation as chief executive officer, we and the General Partner have entered
into that certain Share Purchase Agreement with Jon Pan wherein we agreed to grant Jon Pan the right to purchase 10,000,000 common units
at a price of $0.01 per unit.

On September 2, 2015, in accordance with authority
granted to the General Partner under the partnership agreement, the General Partner changed our name (“Name Change”) from
Soleil Capital L.P. to VPR Brands, LP by filing an amendment to our Certificate of Limited Partnership with the Delaware Secretary of
State. Accordingly, on September 10, 2015, the General Partner also amended the partnership agreement to reflect the Name Change from
Soleil Capital L.P. to VPR Brands, LP. On September 17, 2015, the Financial Industry Regulatory Authority (FINRA) approved the Name Change
and our new trading symbol VPRB.

We, Soleil Capital Management LLC and Greg Pan
entered into a Termination of Share Purchase Agreement on August 18, 2015, which terminated the Share Purchase Agreement, dated June 1,
2015, among the Company, Soleil Capital Management LLC and Greg Pan.

11

On December 9, 2015, Mr. Frija sold an aggregate of 9,000,000 of his
common units at a sale price of $0.01 per unit (for an aggregate of $90,000) to Jacob Levy (1,000,000 units), Nissim Levy (1,000,000 units),
Sara Morad (1,000,000 units), Yaron Edery (1,000,000 units), Barry Rub (2,000,000 units), Hannah Frija (2,000,000 units), and Ralph Frija
(1,000,000 units).

On March 28, 2016, Mr. Frija exercised a right
to buy 15,000,000 common units at a purchase price of $0.01 per unit, resulting in 15,000,000 common units issued to Mr. Frija in exchange
for gross proceeds of $150,000, pursuant to the terms of the Frija Share Purchase Agreement, leaving a balance of 25,000,000 common units
to purchase at $0.01 per unit under the right to buy under the Frija Share Purchase Agreement.

On May 23, 2016 ($20,000) and May 31, 2016 ($20,000)
and June 16, 2016 ($10,000), pursuant to the terms of the Frija Share Purchase Agreement, Mr. Frija exercised a right to buy 5,000,000
common units at a purchase price of $0.01 per unit, resulting in 5,000,000 common units issued to Mr. Frija in exchange for total gross
proceeds of $50,000, leaving a balance of 20,000,000 common units to purchase at $0.01 per unit (an aggregate purchase price of $200,000)
under the right to buy under the Frija Share Purchase Agreement.

Effective March 2026, Mr. Greg Pan ceased to be a member of the General
Partner. Accordingly, Mr. Frija, our Chief Executive Officer, is now the sole member of the General Partner.

Asset Purchase Agreement with Vapor Corp.

On July 29, 2016, we entered into an Asset Purchase
Agreement (the “Purchase Agreement”) between Vapor and Mr. Frija (the former Chief Executive Officer of Vapor), pursuant to
which Vapor sold Vapor’s wholesale operations and inventory related thereto (collectively, “Assets”) to us. The Vapor
acquisition and the line of business was accounted for using the purchase method.

February 2019 Notes

In February 2019, we issued five similar senior
convertible promissory notes, each having a principal amount of $200,000 to each of (i) Brikor LLC (the “Brikor Note”); (ii)
Mike Daiagi and Mathew Daiagi jointly (the “Daiagi and Daiagi Note”); (iii) Amber Investments LLC (the “Amber Investments
Note”); (iv) K & S Pride Inc. (the “K & S Pride Note”); and (v) Surplus Depot Inc. (the “Surplus Depot
Note” and collectively with the Brikor Note, Daiagi and Daiagi Note, Amber Investments Note, K & S Pride Note and Surplus Depot
Note, the “February 2019 Notes”). The principal amount due under the February 2019 Notes bear interest at the rate of 18%
per annum. The principal amount and accrued but unpaid interest (to the extent not converted in accordance with the terms of each of the
February 2019 Notes) are due and payable on the third anniversary of the issue date. The February 2019 Notes and the amounts payable thereunder
are unsecured obligations and are senior in right of payment and otherwise to all indebtedness, as provided in the February 2019 Notes,
and each of them.

At any time after the first anniversary of the
issue date, the holders may require us, upon at least 30 business days’ written notice, to redeem all or any portion of the February
2019 Notes, and each of them. The portion of the February 2019 Notes subject to redemption will be redeemed in cash.

The February 2019 Notes are convertible into common
units. Pursuant to the terms of the February 2019 Notes, the holders have the right, at their option, to convert any portion of the outstanding
and unpaid Conversion Amount (as hereinafter defined) into common units in accordance with the provisions of the February 2019 Notes at
the Conversion Rate (as hereinafter defined). The number of common units issuable upon conversion of any Conversion Amount will be determined
by dividing (x) such Conversion Amount by (y) $0.10 (subject to adjustment as set forth in the February 2019 Notes) (such result, the
“Conversion Rate”). “Conversion Amount” means the sum of (A) the portion of the principal balance of the February
2019 Notes to be converted with respect to which the determination is being made, (B) accrued and unpaid interest with respect to such
principal balance, if any, and (C) the Default Balance (other than any amount thereof within the purview of foregoing clauses (A) or (B)),
if any.

12

Frija Notes

From time to time we have received funds from
Mr. Frija, our Chief Executive Officer, President, principal financial officer, principal accounting officer, member of our General Partner,
and significant unitholder, in exchange for promissory notes (the “Frija Notes”). All of the Frija Notes were unsecured, bore
an interest rate of 24% per annum, were due on the one year anniversary of the date of the respective Frija Note, and permitted Mr. Frija
to deduct one ACH payment from our bank account in the amount of $500 per business day until the principal amount due and accrued interest
was repaid on each of the Frija Notes. Information regarding certain of the Frija Notes is included below.

In April 2022, the Company received $100,001 pursuant to a promissory
note in the principal amount of $100,001 (the “April 2022 Frija Note”) to Mr. Frija. The balance of the April 2022 Frija Note
($50,809) was repaid during the year ended December 31, 2024.

In May 2022, the Company received $52,000 and
in September 2022 received $48,001 of advances pursuant to a promissory note in the principal amount of $100,001 (the “May 2022
Frija Note”) to Mr. Frija. The balance of the May 2022 Frija Note ($100,001) was repaid during the year ended December 31, 2024.

In September 2022, the Company received $1,000
and in October 2022 received $14,000 of advances pursuant to a promissory note in the principal amount of $100,001 (the “September
2022 Note”) to Mr. Frija. The balance of the September 2022 Note ($15,000) was repaid during the year ended December 31, 2024.

For the twelve months ended December 31, 2025,
and 2024, the Company incurred interest expense of $0 and $2,504, respectively.

During the year ended December 31, 2024, the Company
repaid all outstanding notes totaling $165,810, resulting in a $0 balance as of December 31, 2025 and December 31, 2024, respectively.

Employees

As of December 31, 2025, we had 10 employees.
None of our employees is represented by a union. We consider our relations with our employees to be good.

Legal Proceedings

From time to time, we are involved in various claims and legal actions
arising in the ordinary course of business. Other than the matters described below under “Recent Developments,” there are
no legal proceedings currently pending against us which we believe would have a material effect on our business, financial position or
results of operations and, to the best of our knowledge, there are no such material legal proceedings contemplated or threatened.

Recent Developments

On November 2025, the Company entered into a Settlement
Agreement and Mutual Release with Flumgio Technology Inc (“Flumgio”) regarding Patent infringement of Company branded products.
Pursuant to the terms of the Flumgio Agreement, Flumgio agreed to pay the Company $50,000, to be recognized as settlement income. Subject
to full receipt of the Settlement Sum, VPR will grant Licensee, for past use and a non-exclusive and non-assignable license to the ‘622
Patent to allow Licensee to continue make, use, sell, offer for sale, import, export, supply, lease, distribute, purchase, perform, provide,
display, transmit, or otherwise practice the ‘622 patent, with respect to manufacturing, marketing, and selling its devices. The
Company received $50,000 pursuant to the Flumgio Agreement.

Ferrara Candy Company

On November 2025, the Company entered into a Settlement Agreement and
Release with Ferrara Candy Company (“Ferrara”) related to a trademark matter involving the Company’s trademark application
(Serial No. 98/575,935). Pursuant to the settlement, VPR agreed to file a request for express abandonment of the application, and Ferrara
agreed to pay the Company $1,000 following receipt of confirmation of the abandonment and any related surrenders described in the agreement.
The Company received $1,000 pursuant to the Ferrara Agreement.

13

All Rise Settlement

On May 29, 2025, the Company entered into a Settlement
Agreement and Release (the “All Rise Agreement”) with All Rise Records Inc. (“All Rise”) regarding Patent infringements
of Company branded products. Pursuant to the terms of the All Rise Agreement, All Rise agreed to pay the Company $30,000, to be recognized
as settlement income when received. All Rise agreed to pay the $30,000 settlement amount in monthly installments of $5,000 beginning on
June 1, 2025. In addition to the $30,000 settlement payment, All Rise agreed to pay the Company a royalty of $0.05 per unit of the All
Rise e-cigarette devices sold by All Rise from June 1, 2025 through the life of the Patent (expires on July 16, 2030). All Rise also agreed
to pay the Company a royalty of $0.12 per unit of the All Rise inverter torch lighters sold by All Rise from June 1, 2025 through the
life of U.S. patent 11.913.644 (expires on February 27, 2044). As of December 31, 2025, the Company had received $30,000 pursuant to the
All Rise Agreement.

Ashh Settlement

On May 5, 2025, the Company entered into a Settlement
Agreement and Release (the “Ashh Agreement”) with Ashh, Inc. (“Ashh”) regarding trademark and patent infringements
of Company branded products. Pursuant to the terms of the Ashh Agreement, Ashh agreed to pay the Company $50,000. The Company received
the $50,000 cash payment, which was recognized as settlement income, in May 2025. In addition to the settlement payment, once all of the
product covered by the current inventory licensed has been sold, Ashh agreed to pay the Company a royalty of $0.03 per unit of the licensed
devices sold by Ashh until the earlier of the life of the Patent (expires on July 16, 2030) or the invalidity or unenforceability of the
Patent.

Zaydan Settlement

On March 27, 2025, the Company entered into a
Settlement Agreement and Release (the “Zaydan Agreement”) with Zaydan Innovations, Inc. (“Zaydan”) regarding Patent
infringements of Company branded products. Pursuant to the terms of the Zaydan Agreement, Zaydan agreed to pay the Company $7,500. The
Company received the $7,500 cash payment, which was recognized as settlement income, in April 2025.

Pop Vapor Settlement

On February 17, 2025, the Company entered into
a Settlement Agreement and Release (the “Pop Vapor Agreement”) with Pop Vapor Co, LLC (“Pop Vapor”) regarding
Patent (United States Patent No. 8,205,622) infringements of Company branded products. Pursuant to the terms of the Pop Vapor Agreement,
Pop Vapor agreed to pay the Company $30,000. The Company received the $30,000 cash payment, which was recognized as settlement income,
in April 2025. In addition to the settlement payment, Pop Vapor agreed to pay the Company a royalty of $0.05 per unit of the POP Hit brand
devices sold by Pop Vapor from April 1, 2024 until the earlier of the life of the Patent (expires on July 16, 2030) or the invalidity
or unenforceability of the Patent. As of December 31, 2025, the Company has received a total of $39,640 pursuant to the Pop Vapor Agreement.

14

Daze
Settlement

In December
2024, we entered into a Settlement Agreement & Release (the “Daze Agreement”) with 7 Daze LLC (“Daze”). The
Daze Agreement was entered into in the ordinary course of business, following our assertion of patent infringement of the Patent by Daze’s
autodraw electronic cigarettes, including those marketed under the Ohmlet and Egge brand names, and any other auto-draw electronic cigarette
marketed and/or sold by Daze (the “Daze Dispute”).

Pursuant
to the terms of the Daze Agreement, the parties agreed to settle the Daze Dispute, and we granted to Daze and its parents, subsidiaries
and related companies a fully paid-up, royalty free, non-exclusive license to practice the invention in the Patent and all related patents
and applications in the United States and worldwide, for the full term of the Patent and all related patents and applications including,
without limitation, without limitation, the rights to make, have made, use, import, license, offer to sell, and sell the invention in
the Patent and all related patents and applications. The License also serves as a covenant not to sue Daze in connection with Daze and
its parents’, subsidiaries’ and related companies’ manufacturing, use, distribution, or sale of any products for infringement
of the invention in the Patent and all related patents and applications.

Pursuant
to the terms of the Daze Agreement, Daze agreed to pay us the sum of $100,000 according to the following payment schedule:

i. $25,000
on or before December 20, 2024; and

ii. Six
monthly payments of $12,500, due on the first day of each consecutive month beginning on February 1, 2025 and ending with the sixth and
final payment due July 1, 2025.

As of December 31, 2025, the Company has received
all of the amounts due under the Daze Agreement.

During the twelve months ended December 31, 2025
and 2024, the Company received cash payments pursuant to the above settlements totaling $41,625 and $1,675,492, respectively, net of settlement
legal fees. These amounts are included in net settlement income in the accompanying unaudited condensed statements of operations.

Effective in March 2026, Mr. Greg Pan ceased to be a member of the
General Partner. Accordingly, Mr. Frija, our Chief Executive Officer, is now the sole member of the General Partner.