0001615774-16-006324 Sample Contracts

AMENDED AND RESTATED INTERCREDITOR AGREEMENT
Intercreditor Agreement • July 13th, 2016 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York

THIS AMENDED AND RESTATED INTERCREDITOR AGREEMENT (this Amended and Restated Intercreditor Agreement, together with all exhibits, schedules, extensions, renewals, amendments, restatements, substitutions, and replacements hereto and hereof, this “Agreement”) is dated as of July 8, 2016 by and among CALM WATERS PARTNERSHIP, a Wisconsin general partnership, together with its successors and assigns, (“Calm Waters”), the additional lenders party hereto (collectively, the “Additional Lenders”), and the holders of the Promissory Notes (as defined below) party hereto (collectively, the “Holders,” and together with Calm Waters and the Additional Lenders, the “Lenders,” and each, individually, a “Lender”).

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AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT
Forbearance Agreement • July 13th, 2016 • Electronic Cigarettes International Group, Ltd. • Cigarettes

This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT (this “Amendment”) dated as of July 8, 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (the “Borrower”), and Calm Waters Partnership (the “Lender”).

Intercreditor amendment deed
Intercreditor Amendment Deed • July 13th, 2016 • Electronic Cigarettes International Group, Ltd. • Cigarettes
AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • July 13th, 2016 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York

This Amendment No. 1 to Credit Agreement (the “Amendment”) is dated as of July 8, 2016, and is by and between Tiburon Opportunity Fund, L.P., a Delaware limited partnership (the “Agent”) as a lender and as agent for the various additional lenders (the “Additional Lenders”) party to the Additional Lender Credit Agreement (defined below), the Additional Lenders signatory hereto, and Calm Waters Partnership, a Wisconsin General Partnership (“Calm Waters”, collectively with the Additional Lenders, the “Lenders”), and Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Borrower”).

AMENDMENT No. 3 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 13th, 2016 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York

This AMENDMENT No. 3 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is made and entered into as of July 8, 2016, by and among Electronic Cigarettes International Group, Ltd., a Nevada corporation, (the “Company”) and the holders of registration rights under the Registration Rights Agreement (defined below) signatory hereto (each, a “Holder” and collectively, the “Holders”).

AMENDMENT NO. 5 TO CREDIT AGREEMENT
Credit Agreement • July 13th, 2016 • Electronic Cigarettes International Group, Ltd. • Cigarettes • New York

This Amendment No. 5 to Credit Agreement (the “Amendment”) is dated as of July 8, 2016, and is by and between Calm Waters Partnership, a Wisconsin General Partnership (“Calm Waters”), and Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Borrower”).

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