0000892712-16-001772 Sample Contracts

COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.
Security Agreement • July 15th, 2016 • Calm Waters Partnership • Cigarettes • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Calm Waters Partnership 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 January 16, 2015 (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 Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), up to 74,988,517 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).

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8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JULY 7, 2016
Convertible Security Agreement • July 15th, 2016 • Calm Waters Partnership • Cigarettes • New York

THIS 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Promissory Notes of Victory Electronic Cigarettes Corporation, a Nevada corporation, (the “Company”), having its principal place of business at 11335 Apple Drive, Spring Lake, MI 49448, designated as its 8% Senior Secured Convertible Promissory Note (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).

AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • July 15th, 2016 • Calm Waters Partnership • Cigarettes

This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of July __, 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Original Warrant (as defined below).

AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.
Security Agreement • July 15th, 2016 • Calm Waters Partnership • Cigarettes • New York

THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, CALM WATERS PARTNERSHIP 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 September 30, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on September 30, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., a Nevada corporation (the “Company”), up to 5,995,453 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). The Company and the Holder acknowledge and agree that this Warrant amends, restates, and supersedes in its entirety (and is given in exchange for and as a replacement of) that certain Commo

AMENDMENT No. 2 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 15th, 2016 • Calm Waters Partnership • Cigarettes • New York

This AMENDMENT No. 2 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is made and entered into as of September 30, 2015, by and among Electronic Cigarettes International Group, Ltd., a Nevada corporation, (the “Company”) and the holders of registration rights under the Registration Rights Agreement (defined below) signatory hereto (each, a “Holder” and collectively, the “Holders”).

AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.
Security Agreement • July 15th, 2016 • Calm Waters Partnership • Cigarettes • New York

THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received (the “Holder”) is entitled, upon the terms and subject to the , CALM WATERS PARTNERSHIP OR ITS ASSIGNS limitations on exercise and the conditions hereinafter set forth, at any time on or after April 27, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on April 27, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., a Nevada corporation (the “Company”), up to 152,410,185 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). The Company and the Holder acknowledge and agree that this Warrant amends, restates, and supersedes in its entirety (and is given in exchange for and as a replacement of) that certain Common Sto

AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant Amendment • July 15th, 2016 • Calm Waters Partnership • Cigarettes

This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of June 30, 2015 (the “Effective Date”) is entered into by Electronic Cigarette International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Original Warrant (as defined below).

AMENDMENT NO. 1 TO 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE
15% Senior Secured Convertible Promissory Note • July 15th, 2016 • Calm Waters Partnership • Cigarettes

This AMENDMENT NO. 1 TO 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) dated as of January 7, 2015 (the “Effective Date”) is entered into by Electronic Cigarette International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Original Note (as defined below).

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 15th, 2016 • Calm Waters Partnership • Cigarettes • New York

This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, (this “Amendment”), is made and entered into as of June ___, 2015, by and among Electronic Cigarettes International Group, Ltd., a Nevada corporation, (the “Company”) and the holders of registration rights under the Registration Rights Agreement (defined below) signatory hereto (each, a “Holder” and collectively, the “Holders”).

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