COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.Calm Waters Partnership • July 15th, 2016 • Cigarettes • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Calm Waters Partnership or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 16, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Electronic Cigarettes International Group, Ltd., a Nevada corporation (the “Company”), up to 74,988,517 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE JULY 7, 2016Calm Waters Partnership • July 15th, 2016 • Cigarettes • New York
THIS 8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 8% Senior Secured Convertible Promissory Notes of Victory Electronic Cigarettes Corporation, a Nevada corporation, (the “Company”), having its principal place of business at 11335 Apple Drive, Spring Lake, MI 49448, designated as its 8% Senior Secured Convertible Promissory Note (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Calm Waters Partnership • July 15th, 2016 • Cigarettes • New York
THIS WARRANT IS BEING ISSUED IN EXCHANGE FOR THAT CERTAIN COMMON STOCK PURCHASE WARRANT, DATED APRIL 27, 2015, PREVIOUSLY ISSUED TO THE HOLDER.
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • July 15th, 2016 • Calm Waters Partnership • Cigarettes
This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of July __, 2016 (the “Effective Date”) is entered into by Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Original Warrant (as defined below).
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.Calm Waters Partnership • July 15th, 2016 • Cigarettes • New York
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, CALM WATERS PARTNERSHIP OR ITS ASSIGNS (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 11, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on January 11, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., a Nevada corporation (the “Company”), up to 45,214,775 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Company and the Holder acknowledge and agree that this Warrant amends, restates, and supersedes in its entirety (and is given in exchange for and as a replacement of) that certain Common S
AMENDMENT No. 2 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2016 • Calm Waters Partnership • Cigarettes • New York
This AMENDMENT No. 2 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), is made and entered into as of September 30, 2015, 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”).
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.Calm Waters Partnership • July 15th, 2016 • Cigarettes • New York
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, CALM WATERS PARTNERSHIP OR ITS ASSIGNS (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 30, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on September 30, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., a Nevada corporation (the “Company”), up to 5,995,453 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Company and the Holder acknowledge and agree that this Warrant amends, restates, and supersedes in its entirety (and is given in exchange for and as a replacement of) that certain Commo
AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.Common Stock Purchase Warrant • July 15th, 2016 • Calm Waters Partnership • Cigarettes • New York
THIS AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received (the “Holder”) is entitled, upon the terms and subject to the , CALM WATERS PARTNERSHIP OR ITS ASSIGNS limitations on exercise and the conditions hereinafter set forth, at any time on or after April 27, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on April 27, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., a Nevada corporation (the “Company”), up to 152,410,185 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Company and the Holder acknowledge and agree that this Warrant amends, restates, and supersedes in its entirety (and is given in exchange for and as a replacement of) that certain Common Sto
AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • July 15th, 2016 • Calm Waters Partnership • Cigarettes
This AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) dated as of June 30, 2015 (the “Effective Date”) is entered into by Electronic Cigarette International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Original Warrant (as defined below).
COMMON STOCK PURCHASE WARRANT ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD.Calm Waters Partnership • July 15th, 2016 • Cigarettes • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CALM WATERS PARTNERSHIP OR ITS ASSIGNS (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the seven year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., a Nevada corporation (the “Company”), up to 49,088,030 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDMENT NO. 1 TO 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTECalm Waters Partnership • July 15th, 2016 • Cigarettes
This AMENDMENT NO. 1 TO 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE (this “Amendment”) dated as of January 7, 2015 (the “Effective Date”) is entered into by Electronic Cigarette International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) (the “Company”), and Calm Waters Partnership or its assigns (the “Holder”) of the Original Note (as defined below).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2016 • Calm Waters Partnership • Cigarettes • New York
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT, (this “Amendment”), is made and entered into as of June ___, 2015, 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”).
