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% ORIGINAL ISSUE DISCOUNT CONVERTIBLE PROMISSORY NOTE DUE NOVEMBER 30, 2015Convertible Security Agreement • June 5th, 2014 • Victory Electronic Cigarettes Corp • 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 Victory Electronic Cigarettes Corporation, 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 November 30, 2015 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
AGREEMENT TO BUY THE SHARES IN TEN MOTIVES LIMITED AND 10 MOTIVES LIMITEDAgreement to Buy Shares • June 5th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes
Schedule 6 – Completion 76 Part A - Documents to be delivered by the Sellers 76 Part B - Decisions to be taken at Completion by the directors of the Companies 78 Part C - Other action to be taken by the Sellers 79 Part D - Documents to be delivered by the Buyer 79 Part E - other items to be delivered by the buyer 79 Schedule 7 - Completion Accounts 80 Part A - Basis of preparation of the Completion Accounts 80 Part B - Format of the Completion Accounts 81 Schedule 8 - The Property 83 Part A - Leasehold Property 83 Schedule 9 - Tax Schedule 84 Part A - Definitions and Interpretation 84 Part B - Tax Covenant 89 Part C - Tax Warranties 91 Part D – Limitations and General 99 Part E - Tax Administration 103 Schedule 10 – Earn-out 106 Part A – Earn-out provisions 106 Part B – Form of Revenue statement 114 Part C – Earn-Out Protections 114 Schedule 11 – Accounts 117
