5% CONVERTIBLE PROMISSORY NOTE DUE , 2015Convertible Security Agreement • August 10th, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
THIS 5% CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 5% 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 14200 Ironwood Drive, Grand Rapids, Michigan 49534, designated as its 5% Convertible Promissory Note due [__________], 2015 (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”). This Note is the second Note issued pursuant to the Purchase Agreement.
EXCHANGE AGREEMENTExchange Agreement • August 10th, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
THIS EXCHANGE AGREEMENT (the “Agreement”) is dated this [__]th day of [____], 2015, by and among ELECTRONIC CIGARETTES INTERNATIONAL GROUP LTD., a Nevada corporation (the “Company”), and [________] (the “Holder”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 10th, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
THIS INTERCREDITOR AGREEMENT, dated as of April 27, 2015 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and among FIN BRANDING GROUP, LLC (“FIN”), HARDWIRE INTERACTIVE ACQUISITION COMPANY (“Hardwire”), VCIG LLC (“VCIG”), VICTORY ELECTRONIC CIGARETTES, INC. (“Victory”), VAPESTICK HOLDINGS LIMITED (“Vapestick”), MUST HAVE LIMITED (“MHL”), E-CIGS UK HOLDING COMPANY LIMITED (“UK Holding”), ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. (“E-Cig”; FIN, Hardwire, VCIG, Victory, Vapestick, MHL, UK Holding and E-Cig are sometimes referred to herein individually as an “Obligor” and collectively as the “Obligors”), Pinnacle Family Office Investments, L.P., as agent for itself and the other Noteholders described below (in such capacity, the “Noteholder Agent”), and CALM WATERS PARTNERSHIP (“CWP”) and the other lenders signatory hereto (collectively, the “Additional Lenders” and together with CWP, the “New Lenders”) and TIBURON OPPORTUNITY FUND, L.P., a
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 10th, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
THIS INTERCREDITOR AGREEMENT (this Intercreditor Agreement, together with all exhibits, schedules, extensions, renewals, amendments, restatements, substitutions, and replacements hereto and hereof, this “Agreement”) is dated as of April 27, 2015 by and among CALM WATERS PARTNERSHIP, a Wisconsin general partnership, together with its successors and assigns, (“Calm Waters”), and the additional lenders party hereto (collectively, the “Additional Lenders” and together with Calm Waters the “Lenders”) and each, individually, a “Lender”).
INTER-CREDITOR DEED Between Electronic Cigarettes International Group, Ltd (as Borrower) and The persons named in Schedule 1 (as Guarantors) and The persons named in Schedule 2 (as Senior Creditors) and The persons named in Schedule 3 (as Subordinated...Inter-Creditor Deed • August 10th, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • England and Wales
Electronic Cigarettes International Group, Ltd. SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 10th, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York
This Securities Purchase Agreement (this “Agreement”) is made by and between Electronic Cigarettes International Group, Ltd., 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 (“Man FinCo” or the “undersigned”).
Dated 2015Share Purchase Agreement • August 10th, 2015 • Electronic Cigarettes International Group, Ltd. • Cigarettes
