5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE DUE JANUARY 17, 2016Electronic Cigarettes International Group, Ltd. • July 28th, 2014 • Cigarettes • New York
THIS 5% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 5% Original Issue Discount 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 1135 Apple Drive, Nunica, Michigan 49448, designated as its 5% Original Issue Discount Convertible Promissory Note due January 17, 2016 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
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”).
ContractElectronic Cigarettes International Group, Ltd. • July 28th, 2014 • 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.
