REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 27, 2015, between Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), and each of the lenders signatory hereto (each such shareholder, a “Holder” and, collectively, the “Holders”).
FORM OF COMMON STOCK PURCHASE WARRANT Electronic Cigarettes INTERNATIONAL GROUP, LTD.Security Agreement • May 1st, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _________________or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seven year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), up to [_______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 17th, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _________, between Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 5th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 30, 2014, between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
5% CONVERTIBLE PROMISSORY NOTE DUE , 2015Convertible Security Agreement • August 10th, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
THIS 5% CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 5% Convertible Promissory Notes of Electronic Cigarettes International Group, Ltd., a Nevada corporation, (the “Company”), having its principal place of business at principal place of business at 14200 Ironwood Drive, Grand Rapids, Michigan 49534, designated as its 5% Convertible Promissory Note due [__________], 2015 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”). This Note is the second Note issued pursuant to the Purchase Agreement.
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • March 6th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes • New York
This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of February __, 2014 (this “Agreement”), is among Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Debtor”) and the holders of the Debtor’s 15% Senior Secured Convertible Promissory Notes (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • May 6th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes • Nevada
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, __________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) year anniversary of the Initial Exercise Date (the “Termination Date”), to subscribe for and purchase from Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), up to ________ shares (the “Warrant Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EXCHANGE AGREEMENTExchange Agreement • August 10th, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this [__]th day of [____], 2015, by and among ELECTRONIC CIGARETTES INTERNATIONAL GROUP LTD., a Nevada corporation (the “Company”), and [________] (the “Holder”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as of March 17, 2015 (the “Effective Date”) is entered into by and between Electronic Cigarettes International Group, Ltd, a Nevada corporation (the “Company”), and Daniel J. O’Neill, an individual with a physical address at 304 Spring Creek Drive, Canmore, AB T1W 0G8 (the “Executive”) (collectively, the “Parties,” individually, a “Party”).
CREDIT AGREEMENT dated as of April 27, 2015 between ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., as Borrower and CALM WATERS PARTNERSHIP, LenderCredit Agreement • May 1st, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
CREDIT AGREEMENT dated as of April 27, 2015 (this “Agreement”), among ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., a Nevada corporation (the “Borrower”) and CALM WATERS PARTNERSHIP, a Wisconsin general partnership (the “Lender”).
ContractSecurities Purchase Agreement • July 28th, 2014 • Electronic Cigarettes International Group, Ltd. • Cigarettes
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
SECURITIES PURCHASE AGREEMENT Dated as of April 22, 2014 by and among Victory Electronic Cigarettes Corporation, and THE PURCHASERS LISTED ON EXHIBIT ASecurities Purchase Agreement • April 29th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes • New York
EXCHANGE AGREEMENTExchange Agreement • July 28th, 2014 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this 30th day of May, 2014, by and among VICTORY ELECTRONIC CIGARETTES CORPORATION, a Nevada corporation (the “Company”), and DOMINION CAPITAL LLC (the “Holder”).
EMPLOYMENT AGREEMENT BETWEEN VICTORY ELECTRONIC CIGARETTES CORPORATION AND JAMES MCCORMICK (Executive)Employment Agreement • September 8th, 2014 • Electronic Cigarettes International Group, Ltd. • Cigarettes • Nevada
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated effective as of May 1, 2014 (the “Effective Date”) is entered into by and between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and James McCormick, an individual with a physical address at 842 Moorings, Ada, Michigan 49301, (the “Executive”) (collectively, the “Parties,” individually, a “Party”).
SECURITY AGREEMENTSecurity Agreement • April 5th, 2013 • Teckmine Industries Inc. • Metal mining • Nevada
THIS SECURITY AGREEMENT is dated March 25, 2013 but effective as of January 31, 2013, by and between VICTORY ELECTRONIC CIGARETTES, INC., a Nevada corporation (the “Debtor”); and TECKMINE INDUSTRIES, INC., a Nevada corporation (the “Secured Party”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 10th, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
THIS INTERCREDITOR AGREEMENT, dated as of April 27, 2015 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and among FIN BRANDING GROUP, LLC (“FIN”), HARDWIRE INTERACTIVE ACQUISITION COMPANY (“Hardwire”), VCIG LLC (“VCIG”), VICTORY ELECTRONIC CIGARETTES, INC. (“Victory”), VAPESTICK HOLDINGS LIMITED (“Vapestick”), MUST HAVE LIMITED (“MHL”), E-CIGS UK HOLDING COMPANY LIMITED (“UK Holding”), ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. (“E-Cig”; FIN, Hardwire, VCIG, Victory, Vapestick, MHL, UK Holding and E-Cig are sometimes referred to herein individually as an “Obligor” and collectively as the “Obligors”), Pinnacle Family Office Investments, L.P., as agent for itself and the other Noteholders described below (in such capacity, the “Noteholder Agent”), and CALM WATERS PARTNERSHIP (“CWP”) and the other lenders signatory hereto (collectively, the “Additional Lenders” and together with CWP, the “New Lenders”) and TIBURON OPPORTUNITY FUND, L.P., a
COMMON STOCK PURCHASE WARRANT VICTORY ELECTRONIC CIGARETTESCORPORATIONSecurity Agreement • January 6th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, E-Cig Acquisition Company LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ] (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 6th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the __ day of April, 2014, by and among Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and the investors listed on the Schedule of Investors attached hereto and the additional investors who become parties to this Agreement as provided below (each an “Investor” and collectively, the “Investors”).
AMENDED AND RESTATED INTERCREDITOR AGREEMENTIntercreditor Agreement • July 13th, 2016 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this Amended and Restated Intercreditor Agreement, together with all exhibits, schedules, extensions, renewals, amendments, restatements, substitutions, and replacements hereto and hereof, this “Agreement”) is dated as of July 8, 2016 by and among CALM WATERS PARTNERSHIP, a Wisconsin general partnership, together with its successors and assigns, (“Calm Waters”), the additional lenders party hereto (collectively, the “Additional Lenders”), and the holders of the Promissory Notes (as defined below) party hereto (collectively, the “Holders,” and together with Calm Waters and the Additional Lenders, the “Lenders,” and each, individually, a “Lender”).
AMENDMENT NO. 1 TO FORBEARANCE AGREEMENTForbearance Agreement • July 13th, 2016 • Electronic Cigarettes International Group, Ltd. • Cigarettes
This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT (this “Amendment”) dated as of July 8, 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (the “Borrower”), and Calm Waters Partnership (the “Lender”).
SHARE PLEDGE AGREEMENTShare Pledge Agreement • April 5th, 2013 • Teckmine Industries Inc. • Metal mining • Nevada
TECKMINE INDUSTRIES, INC., a Nevada corporation having an office located at c/o Clark Wilson LLP, 900 – 885 West Georgia Street, Vancouver, British Columbia V6C 3H1 (the “Lender”)
AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 21st, 2014 • Electronic Cigarettes International Group, Ltd. • Cigarettes
THIS AMENDMENT NO. 2 TO THE REGISTRATION RIGHTS AGREEMENT (this “Second Amendment”) is made and entered into as of October 15, 2014, by and between Electronic Cigarettes International Group, Ltd. (f/k/a Victory Electronic Cigarettes Corporation), a Nevada corporation (the “Company”) and JGB (Cayman) Cambridge Ltd. a company organized under the laws of the Cayman Islands (“JGB” or the “Purchaser”).
FIRST AMENDMENT TO VICTORY ELECTRONIC CIGARETTES CORPORATION 6% SENIOR CONVERTIBLE NOTE6% Senior Convertible Note • June 9th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes
THIS FIRST AMENDMENT TO THE VICTORY ELECTRONIC CIGARETTES CORPORATION 6% SENIOR CONVERTIBLE NOTE (the “First Amendment to the Senior Convertible Note”) is entered into as of June 3, 2014, by and between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”) and [_______________] (“[___]” or “Holder”).
Dated October __, 2014 Third Deed of Amendment ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD (FORMERLY VICTORY ELECTRONIC CIGARETTES CORPORATION) as Borrower MUST HAVE LIMITED as Guarantor JGB (CAYMAN) CAMBRIDGE LTD. as Senior Creditor JGB COLLATERAL...Third Deed of Amendment • October 21st, 2014 • Electronic Cigarettes International Group, Ltd. • Cigarettes
Guaranty and Security Agreement dated as of June 30, 2015 among VICTORY ELECTRONIC CIGARETTES, INC. and VCIG LLC,Guaranty and Security Agreement • July 2nd, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • Illinois
This Guaranty and Security Agreement, dated as of June 30, 2015 (this “Agreement”), is made by Victory Electronic Cigarettes, Inc., a Nevada Corporation, and VCIG LLC, a Delaware limited liability company (the “Guarantors” or individually, a “Guarantor”), in favor of ExWorks Capital Fund I, L.P., a Delaware limited partnership (“Lender”).
GUARANTEE AND COLLATERAL AGREEMENT dated as of April 27, 2015 among ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., THE GUARANTORS PARTY HERETO and CALM WATERS PARTNERSHIPGuarantee and Collateral Agreement • May 1st, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of April 27, 2015, among ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., as the Borrower, the GUARANTORS party hereto and CALM WATERS PARTNERSHIP, as the Secured Party.
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • November 5th, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
This Amendment No. 3 to Credit Agreement (the “Amendment”) is dated as of October 30, 2015, and is by and between Calm Waters Partnership, a Wisconsin General Partnership (“Calm Waters”) and Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Borrower”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. And Daniel J O’Neill (Executive)Employment Agreement • September 25th, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes
THIS AMENDMENT (the “Amendment”) to the EMPLOYMENT AGREEMENT dated effective as of March 17, 2015 is entered into as of September 21, 2015 by and between Electronic Cigarettes International Group. Ltd, a Nevada corporation (the “Company”), and Daniel J. O’Neill, an individual with a physical address at 4115 Chemin Ste Angélique, Saint-Lazare, Quebec J7T 2N5, Canada (the “Executive”) (collectively, the “Parties,” individually, a “Party”).
ContractUnsecured Note • March 17th, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH STATE SECURITIES LAWS.
Dated Deed of Amendment VICTORY ELECTRONIC CIGARETTES CORPORATION as Borrower MUST HAVE LIMITED as Guarantor as Senior Creditor as Security Trustee for the Senior Creditor THE PERSONS NAMED IN THE SCHEDULE as Subordinated Creditors AND as Security...Deed of Amendment • June 9th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes
Clause 1. Definitions and interpretation 3 2. Amendments to the Inter-Creditor Deed 4 3. Amendments to the Senior Debenture, Senior Guarantee and Senior Share Charge 5 4. Existing Security 5 5. Representations and warranties 6 6. Further Assurance 6 7. Miscellaneous 7 8. Third party rights 7 9. Governing law and jurisdiction 7 Schedule Schedule Subordinated creditors 8
AMENDMENT NO. 3 TO SECURITIES PURCHASE AGREEMENT AND CLOSING CERTIFICATESecurities Purchase Agreement • October 21st, 2014 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
THIS AMENDMENT NO. 3 TO THE SECURITIES PURCHASE AGREEMENT and Closing Certificate (this “Amendment”) is made and entered into as of October 14, 2014 by and among Electronic Cigarettes International Group, Ltd. (f/k/a Victory Electronic Cigarettes Corp.), a Nevada corporation (the “Company”), Must Have Limited, a limited liability company incorporated in England and Wales with company number 05101019 (“Must Have”), FIN Branding Group, LLC, an Illinois limited liability company (“FIN”), Hardwire Interactive Acquisition Company, a Delaware corporation and wholly-owned subsidiary of the Company (“Hardwire”), VCIG LLC (“VCIG”) and JGB (Cayman) Cambridge Ltd. (“JGB” or the “Purchaser”).
FORM OF TERM NOTETerm Note • May 1st, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes
ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., a Nevada corporation (“Borrower”), for value received, hereby unconditionally promises to pay to ____________________ or its registered assigns (“Lender”), the principal sum of [●] MILLION DOLLARS ($[●].00) of Term Loans under the Credit Agreement described below, together with all accrued and unpaid interest thereon at the time and manner specified therein. Terms are used herein as defined in the Credit Agreement, dated as of April 27, 2015 (as amended, supplemented, replaced or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower and Lender.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 2nd, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • Illinois
ExWorks Capital Fund I, L.P., a Delaware limited partnership, with its principal place of business located at 333 West Wacker Drive, Suite 1620, Chicago, Illinois 60606 (“Lender”) and Electronic Cigarettes International Group, Ltd., a Nevada corporation (“Parent”), FIN Branding Group, LLC, an Illinois limited liability company (“FIN”), and Hardwire Interactive Acquisition Company, a Delaware corporation (“Hardwire” or together with Parent and FIN, the “Borrowers” or individually, a “Borrower”) enter into this Loan and Security Agreement on June 30, 2015 (this “Agreement”).
INTER-CREDITOR DEED Between Electronic Cigarettes International Group, Ltd (as Borrower) and The persons named in Schedule 1 (as Guarantors) and The persons named in Schedule 2 (as Senior Creditors) and The persons named in Schedule 3 (as Subordinated...Inter-Creditor Deed • August 10th, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • England and Wales
PROMISSORY NOTEPromissory Note • March 6th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes • Delaware
This Note is one of a series of promissory notes issued pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 12, 2014, by and among Victory Parent, Victory Subsidiary, FIN Electronic Cigarette Corporation, Inc., and Elliot B. Maisel, as Representative of the Shareholders stated therein, and constitutes one of the “Promissory Notes” as defined in the Merger Agreement.
