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...

Exhibit 10.3

Dated

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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 Trustee for the Subordinated Creditors

Contents

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

THIS DEED OF AMENDMENT is dated _______________________ 2014

Parties

(1)	VICTORY ELECTRONIC CIGARETTES CORPORATION, registered in the State of Nevada, USA under number C13461-2004 whose registered office is at 00000 Xxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxxx 00000, XXX ("Borrower");

(2)	MUST HAVE LIMITED, a limited liability company incorporated in England and Wales with company number 05101019 whose registered office is at Xxxx 00, Xxxx Xxxxxx Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxx X00 0XX (“Guarantor”).

(3)	[______________________________] incorporated in the [______________________________], whose registered office is [______________________________] ("Senior Creditor").

(4)	[______________________________], a [______________________________] whose registered address is [______________________________] as security agent and trustee for the Senior Creditor (“Senior Security Trustee”).

(5)	The persons whose names and addresses are set out in column (1) of the Schedule ("Subordinated Creditors").

(6)	[______________________________] of [______________________________] as security agent and trustee for the Subordinated Creditors ("Junior Security Trustee").

Background

(A)

The Borrower and the Senior Creditor entered into a Securities Purchase Agreement dated 22 April 2014 (“Securities Purchase Agreement”) pursuant to which the Borrower agreed to issue to the Senior Creditor 6% secured loan notes in the aggregate principal amount of $24,175,824 (“Senior Convertible Loan Notes”), which were constituted under an instrument dated 22 April 2014 (“Senior Convertible Loan Note Instrument”). Pursuant to the Securities Purchase Agreement, the Borrower and the Senior Creditor entered into a Registration Rights Agreement dated 22 April 2014 (“Senior Registration Rights Agreement”).

(B)

The obligations of the Borrower under the Convertible Note Documents (as defined in clause 1 of this deed) were guaranteed by the Guarantor by way of a guarantee dated 22 April 2014 between the Guarantor and Senior Creditor (“Senior Guarantee”) and were secured by way of a charge dated 22 April 2014 over the shares in the Guarantor between the Borrower and the Senior Security Trustee (“Senior Share Charge”). The obligations of the Borrower under the Convertible Note Documents (as defined in clause 1 of this deed) the Senior Guarantee and Senior Share Charge and the Inter-creditor Deed (as defined in recital (C)) were further secured by way of a debenture dated 22 April 2014 between the Guarantor and the Senior Security Trustee (“Senior Debenture”).

(C)	The parties to this deed entered into an Inter-creditor Deed dated 22 April 2014 which governed the priority of the Senior Documents (as defined in clause 1 of this deed) to various documents to which the Subordinated Creditors and Junior Security Trustee were party (“Inter-creditor Deed”).

(D)

Pursuant to amendment agreements to be entered into between the Borrower and the Senior Creditor on or about the date of this deed (the “Amendment Agreements”), the Securities Purchase Agreement, the Senior Convertible Loan Notes and the Senior Registration Rights Agreement (the “Amended Agreements”) are to be amended as set out in the respective Amendment Agreements.

(E)

In contemplation of entry into the Amendment Agreements the parties to this deed have agreed to amend the Amended Security Documents (as defined below) in each case as set out in this deed, to consent to the Amended Agreements and Amended Security Documents and to confirm that the Amended Security Documents continue in full force and effect.

(F)	This deed is supplemental to each of the Inter-Creditor Deed, the Senior Debenture, the Senior Guarantee and the Senior Share Charge.

Agreed terms

1.	Definitions and interpretation

1.1	Terms defined in the Inter-creditor Deed shall have the same meaning when used in this deed, unless defined below. In addition, the definitions below apply in this deed.

Amended Security Documents: means the Senior Guarantee, the Senior Debenture, the Share Charge and the Inter-creditor Deed.

Convertible Note Documents: means the Securities Purchase Agreement, the Senior Convertible Loan Notes, the Senior Convertible Loan Note Instrument and the Senior Registration Rights Agreement.

Finance Documents: has the meaning given in the Senior Debenture.

Guaranteed Obligations: has the meaning given in the Senior Guarantee.

Senior Documents: the Convertible Note Documents, the Senior Debenture, the Senior Guarantee and the Senior Share Charge.

Secured Liabilities: has the meaning given in the Senior Share Charge.

Secured Obligations: has the meaning given in the Senior Debenture.

1.2	The rules of interpretation of the Inter-Creditor Deed shall apply to this deed as if set out in this deed save that references in the Inter-Creditor Deed to "this deed" shall be construed as references to this deed.

1.3	Unless the context otherwise requires:

(a)	references in the Inter-creditor Deed and Senior Share Charge to "this deed";

(b)	references in the Senior Debenture to “this Deed”; and

(c)	references in the Senior Guarantee to “this Guarantee”,

shall be (as the case may be) to the Inter-creditor Deed, Senior Share Charge, Senior Debenture and Senior Guarantee as amended by this deed.

1.4	Without prejudice to the generality of clause 1.3, references in any of the Amended Security Documents to any of the Amended Agreements and/or Amended Security Documents shall be to such documents as amended by the Amendment Agreements and/or this deed (as the case may be).

1.5	In this deed:

(a)	any reference to a "clause" or "Schedule" is, unless the context otherwise requires, a reference to a clause or Schedule of this deed; and

(b)	clause and Schedule headings are for ease of reference only.

1.6	The Schedule forms part of this deed and shall have effect as if set out in full in the body of this deed. Any reference to this deed includes the Schedule.

2.	Amendments to the Inter-Creditor Deed

2.1	The Inter-creditor Deed shall be amended with effect on and from the date of this deed as set out in this clause 2.

2.2	Clause 1.1 of the Inter-creditor Deed shall be amended by inserting a new definition of "Amendment Agreements" before the definition of “Ancillary Liabilities” as follows:

Amendment Agreements: means the amendment agreements executed or to be executed by the Borrower and the Senior Creditor in the agreed form on or about 30 May 2014, amending (as applicable) the Senior Convertible Loan Notes, the Securities Purchase Agreement and the Registration Rights Agreement (in each case, as referred to in Part 1 of Schedule 2 of this deed)

2.3	Clause 6.2 of the Inter-creditor Deed shall be deleted in its entirety and replaced with:

6.2 No waiver or amendments of Senior Debt Documents

Except as set out and/or contemplated by the Amendment Agreements, without prejudice to the generality of the provisions of clauses 3 and 4, neither the Borrower, the Guarantor nor any Senior Party shall agree any modification, waiver or amendment to, or make any other agreement affecting, any Senior Debt Document, which would:

(a)

increase the amount of interest payable under a Senior Debt Document in excess of the amount payable under the Senior Convertible Loan Notes on the occurrence and continuance of an Event of Default (as defined in the Senior Convertible Loan Notes); or

(b)

extend the Maturity Date (as defined in the Senior Convertible Loan Notes) by more than six months or increase the amount of principal payable to the Senior Creditor under Senior Convertible Loan Notes.

2.4	Clause 17.2(a) of the Inter-creditor Deed shall be deleted in its entirety and replaced with:

(b)

The terms of any refinancing of the Senior Debt shall not be more onerous for the Borrower and/or the Guarantor than the terms of the Senior Debt as at the date of the Amendment Agreements.

3.	Amendments to the Senior Debenture, Senior Guarantee and Senior Share Charge

3.1	The Senior Debenture shall be amended with effect on and from the date of this deed as set out in clause 3.1(a):

(a)	In clause 7.5.3 of the Senior Debenture, the word “$700,000” shall be deleted and replaced with the words “US $900,000”.

3.2	The Senior Guarantee shall be amended with effect on and from the date of this deed as set out in clause 3.2(a):

(a)	In clause 7.1.3 of the Senior Guarantee, the word “$700,000” shall be deleted and replaced with the words “US $900,000”.

3.3	The Senior Share Charge shall be amended with effect on and from the date of this deed as set out in clause 3.3(a):

(a)	In clause paragraph 9(c) of Schedule 3 (Covenants) of the Senior Share Charge, the word “$700,000” shall be deleted and replaced with the words “US $900,000”.

4.	Existing Security

4.1	Each of the parties confirms that:

(a)	it has received a copy of the Amendment Agreements and this deed and consents to the provisions of the Amended Agreements and the Amended Security Documents; and

(b)	the Inter-creditor Deed shall continue in full force and effect in all respects and the Inter-creditor Deed and this deed shall be read and construed together.

4.2	The Guarantor confirms that:

(a)	it consents to any amendment to the Guaranteed Obligations made by the Amendment Agreements; and

(b)	the Senior Guarantee remains in full force and effect and that the Guaranteed Obligations include all obligations and liabilities of the primary obligor to the beneficiary under the Amended Agreements.

4.3	The Guarantor confirms that the Senior Debenture:

(a)

ranks as a continuing security for the payment and discharge of the Secured Obligations including, without limitation, all present and future monies, obligations and liabilities owed by the Borrower or the Guarantor to the Senior Creditor or the Senior Security Trustee, whether actual or contingent and whether owed jointly or severally, as principal or surety and/or in any other capacity, under or in connection with the Finance Documents; and

(b)	shall continue in full force and effect in all respects and the Senior Debenture and this deed shall be read and construed together.

4.4	The Borrower confirms that the Senior Share Charge:

(a)

ranks as a continuing security for the payment and discharge of the Secured Liabilities including, without limitation, all present and future monies, obligations and liabilities owed by the Borrower to the Senior Creditor, whether actual or contingent and whether owed jointly or severally, as principal or surety and/or in any other capacity, under or in connection with the Convertible Note Documents (as defined in the Senior Share Charge); and

(b)	shall continue in full force and effect in all respects and the Senior Share Charge` and this deed shall be read and construed together.

5.	Representations and warranties

5.1	Each of the Borrower and Guarantor represents and warrants to the Senior Creditor and the Senior Security Trustee on the date of this deed by reference to the facts and circumstances existing on that date that:

(a)	it has the power to enter into, deliver and perform, and has taken all necessary action to authorise its entry into, delivery and performance of, this deed and the transactions contemplated by it;

(b)	the entry into and performance by it of, and transactions contemplated by, this deed do not and will not contravene or conflict with:

(i)	its constitutional documents;

(ii)	any agreement or instrument binding on it or their assets; or

(iii)

any law or regulation or judicial or official order applicable to it;

(c)	it has obtained all required or desirable authorisations to enable it to enter into, exercise its rights and comply with its obligations in this deed and to make it admissible in its jurisdiction of incorporation. Any such authorisations are in full force and effect; and

(d)	subject to any general principles of law limiting its obligations, its obligations under this deed are legal, valid, binding and enforceable.

5.2

The Guarantor represents and warrants to the Senior Creditor and the Senior Security Trustee on the date of this deed by reference to the facts and circumstances existing on that date that all the representations and warranties contained in clause 8 of the Senior Debenture and clause 5 of the Senior Guarantee are true and accurate as if repeated on the date of this deed.

6.	Further Assurance

6.1	Each party shall at the request of the Senior Creditor and/or the Senior Security Trustee execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this deed.

7.	Miscellaneous

7.1

The provisions of clauses 24, 25, 26, 29, 30.3 and 30.4 of the Inter-creditor Deed shall apply to this deed, as if set out in full and so that references in those provisions to "this deed" shall be construed as references to this deed and references to "party" or "parties" shall be construed as references to parties to this deed except that in clause 24 of the Inter-creditor Deed the words “or the Senior Security Trustee or both” shall be added after each reference to the “Senior Creditor.”

8.	Third party rights

8.1	A person who is not a party to this deed shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or enjoy the benefit of, any term of this deed. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

8.2	The rights of the parties to rescind or agree any amendment or waiver under this deed are not subject to the consent of any other person.

9.	Governing law and jurisdiction

9.1	This deed and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

9.2

Each party irrevocably agrees that, subject as provided below, the courts of England and Wales shall have exclusive jurisdiction over any dispute or claim that arises out of or in connection with this deed or its subject matter or formation (including non-contractual disputes or claims). Nothing in this clause shall limit the right of the Senior Creditor or the Senior Security Trustee to take proceedings against any other party to this deed in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

Schedule Subordinated creditors

Name		Address

Executed as a deed by VICTORY ELECTRONIC CIGARETTES CORPORATION ) acting by ………………................ ................, ) a director, in the presence of: Witness signature:…..…..................................... Witness name:……….…..................................... Witness address: .……….................................... …………………………..................................... Witness occupation:…….....................................	........................................ Director
Executed as a deed by MUST HAVE LIMITED ) acting by ………………................ ................, ) a director, in the presence of: Witness signature:…..…..................................... Witness name:……….…..................................... Witness address: .……….................................... …………………………..................................... Witness occupation:…….....................................	........................................ Director
Executed as a deed by [_________________________] ) as Senior Security Trustee, acting by ………………................ ................, a director, in the presence of: Witness signature:…..…..................................... Witness name:……….…..................................... Witness address: .……….................................... …………………………..................................... Witness occupation:…….....................................	........................................ Director
Executed as a deed by [_____________] ) acting by ………………................ ................, ) a director, in the presence of: Witness signature:…..…..................................... Witness name:……….…..................................... Witness address: .……….................................... …………………………..................................... Witness occupation:…….....................................	........................................ Director

Executed as a deed by [_________________] ) as Junior Security Trustee, in the presence of: ) Witness signature:…..…..................................... Witness name:……….…..................................... Witness address: .……….................................... …………………………..................................... Witness occupation:…….....................................	........................................ Signature
Executed as a deed by [_________________] ) in the presence of: ) Witness signature:…..…..................................... Witness name:……….…..................................... Witness address: .……….................................... …………………………..................................... Witness occupation:…….....................................	........................................ Signature
Executed as a deed by [_________________] ) in the presence of: ) Witness signature:…..…..................................... Witness name:……….…..................................... Witness address: .……….................................... …………………………..................................... Witness occupation:…….....................................	........................................ Signature
Executed as a deed by [_________________] ) in the presence of: ) Witness signature:…..…..................................... Witness name:……….…..................................... Witness address: .……….................................... …………………………..................................... Witness occupation:…….....................................	........................................ Signature
Executed as a deed by [_________________] ) in the presence of ) Witness signature:…..…..................................... Witness name:……….…..................................... Witness address: .……….................................... …………………………..................................... Witness occupation:…….....................................	........................................ Signature

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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...

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