ASSET PURCHASE AGREEMENT by and among VICTORY ELECTRONIC CIGARETTES CORPORATION, HARDWIRE INTERACTIVE ACQUISITION COMPANY HARDWIRE INTERACTIVE INC. and THE SELLING OWNERS IDENTIFIED HEREIN Dated as of July 2, 2014Asset Purchase Agreement • July 10th, 2014 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is entered into and made effective as of July 2, 2014 (“Effective Date”) by and among (i) VICTORY ELECTRONIC CIGARETTES CORPORATION, a Nevada corporation (“Victory”), (ii) HARDWIRE INTERACTIVE ACQUISITION COMPANY, a Delaware corporation and a wholly-owned subsidiary of Victory (“Buyer”), (iii) HARDWIRE INTERACTIVE INC., a British Virgin Islands company (“Seller”), (iv) MANTRA MEDIA CAPITAL INC., a British Virgin Islands company (“MMCI”), and (v) DEVIN KEER, as the sole stockholder of MMCI (“Keer” and, together with MMCI, the “Selling Owners”). Each of Seller and the Selling Owners shall be referred to herein, individually, as a “Seller Party,” and, collectively, as the “Seller Parties.” Capitalized terms used herein without definition are defined in Section 10.1.
Electronic Cigarettes International Group, Ltd. SECURITIES PURCHASE AGREEMENT July 3, 2014Securities Purchase Agreement • July 10th, 2014 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
This Securities Purchase Agreement (this “Agreement”) is made by and between Electronic Cigarettes International Group, Ltd. (formerly known as Victory Electronic Cigarettes Corporation), a Nevada corporation (the “Company”) and Man FinCo Limited, a company incorporated as an offshore company under the regulations of the Jebel Ali Free Zone Authority with registered number 163050 and having its registered office at PO Box 9275, c/o Al Tamimi & Company, Advocates and Legal Consultants, 9th Floor, Dubai World Trade Centre, Dubai, United Arab Emirates (the “Purchaser” or the “undersigned”) in order for the Purchaser to subscribe in a private offering (the “Offering”) for shares of the Company’s common stock, par value $0.001 (“Common Stock”), as provided herein (this Agreement and the other agreements executed and delivered by the parties at the First Closing, the “Transaction Documents”).
