0001354488-14-002102 Sample Contracts

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • April 29th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes

• Contract Type
  Registration Rights Agreement
• Filed
  April 29th, 2014
• Company
  Victory Electronic Cigarettes Corp
• Industry
  Cigarettes

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 22, 2014, between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and each of the purchasers signatory hereto (each such shareholder, a “Holder” and, collectively, the “Holders”).

SECURITIES PURCHASE AGREEMENT Dated as of April 22, 2014 by and among Victory Electronic Cigarettes Corporation, and THE PURCHASERS LISTED ON EXHIBIT A

Securities Purchase Agreement • April 29th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes • New York

• Contract Type
  Securities Purchase Agreement
• Filed
  April 29th, 2014
• Company
  Victory Electronic Cigarettes Corp
• Industry
  Cigarettes
• Jurisdiction
  New York

DATED CHARGE OF CERTIFICATED SHARES AND BANK ACCOUNT between VICTORY ELECTRONIC CIGARETTES CORPORATION as Borrower and as Security Trustee

Victory Electronic Cigarettes Corp • April 29th, 2014 • Cigarettes • England and Wales

• Company
  Victory Electronic Cigarettes Corp
• Filed
  April 29th, 2014
• Industry
  Cigarettes
• Jurisdiction
  England and Wales

CLAUSE 1 Definitions and interpretation 3 2 Covenant to pay 6 3 Grant of security 6 4 Deposit of title documents 7 5 Protection of security 8 6 Liability of the Borrower 9 7 Representations and warranties 9 8 Borrower covenants 9 9 Rights of the Security Trustee 9 10 Powers of the Security Trustee 10 11 Enforcement 12 12 Costs and indemnity 12 13 Release 13 14 Assignment and transfer 13 15 Set-off 13 16 Amendments, waivers and consents 14 17 Severance 14 18 Counterparts 14 19 Third party rights 14 20 Further provisions 14 21 Notices 15 22 Governing law and jurisdiction 16 SCHEDULE Schedule 1 Beneficiary 17 Schedule 2 Representations and warranties 17 Schedule 3 Covenants 18 Schedule 4 Enforcement 20

Contract

Victory Electronic Cigarettes Corp • April 29th, 2014 • Cigarettes • New York

• Company
  Victory Electronic Cigarettes Corp
• Filed
  April 29th, 2014
• Industry
  Cigarettes
• Jurisdiction
  New York

THIS NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE 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.