AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 6th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes • New York
This Amended and Restated Securities Purchase Agreement (this “Agreement”) is dated as of February ___, 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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 6th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of February __, 2014, between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE DUE FEBRUARY [ ], 2015Victory Electronic Cigarettes Corp • March 6th, 2014 • Cigarettes • New York
THIS 15% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE is one of a series of duly authorized and validly issued 15% 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 15% Senior Secured Convertible Promissory Note (this Note, the “Note” and, collectively with the other Notes of such series, the “Notes”).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • March 6th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes • New York
This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of February __, 2014 (this “Agreement”), is among Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Debtor”) and the holders of the Debtor’s 15% Senior Secured Convertible Promissory Notes (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
COMMON STOCK PURCHASE WARRANT VICTORY ELECTRONIC CIGARETTESCORPORATIONVictory Electronic Cigarettes Corp • March 6th, 2014 • Cigarettes
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [__________] 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 February [__], 2014 (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 Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), up to [_______] 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).
PROMISSORY NOTEVictory Electronic Cigarettes Corp • March 6th, 2014 • Cigarettes • Delaware
This Note is one of a series of promissory notes issued pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 12, 2014, by and among Victory Parent, Victory Subsidiary, FIN Electronic Cigarette Corporation, Inc., and Elliot B. Maisel, as Representative of the Shareholders stated therein, and constitutes one of the “Promissory Notes” as defined in the Merger Agreement.
DIRECTOR AGREEMENTDirector Agreement • March 6th, 2014 • Victory Electronic Cigarettes Corp • Cigarettes • Nevada
This Director Agreement (this “Agreement”) dated as of February ___, 2014, is made by and between Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), and Elliot B. Maisel (“Director”).
