Electronic Cigarettes International Group, Ltd. SECURITIES PURCHASE AGREEMENT July 3, 2014

 

 

(k) Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use of such Prospectus.  The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable.  The Company shall be entitled to exercise its right under this Section 3(k) to suspend the availability of a Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section 2(d), for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month period.

 

 

 

 

 

 

●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

●	block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

 

●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

 

●	an exchange distribution in accordance with the rules of the applicable exchange;

 

●	privately negotiated transactions;

 

●	in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security;

 

●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

 

●	a combination of any such methods of sale; or

 

●	any other method permitted pursuant to applicable law.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.

Name.

 

(a)

Full Legal Name of Selling Stockholder

 

(b)

Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities are held:

 

(c)

Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone or with others has power to vote or dispose of the securities covered by this Questionnaire):

 

 

2.  Address for Notices to Selling Stockholder:

 

Telephone:

Fax:

Contact Person:

3.  Broker-Dealer Status:

 

(a)

Are you a broker-dealer?

 

 

(b)

If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?

 

 

Note:

If “no” to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

 

(c)

Are you an affiliate of a broker-dealer?

 

 

(d)

If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?

 

 

Note:

If “no” to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement.

 

4.  Beneficial Ownership of Securities of the Company Owned by the Selling Stockholder.

 

 

(a)

Type and Amount of other securities beneficially owned by the Selling Stockholder:

 

 

 

5.  Relationships with the Company:

 

 

State any exceptions here:

 

 

 

 

 

1.	The former shareholders of Vapestick Holdings Ltd. have registration rights with respect to 6,595,500 shares of Common Stock owned by them.

2.	The former shareholders of FIN Branding Group LLC have registration rights with respect to 10,000,000 share of Common Stock owned by them.

3.	The former shareholders of Must Have Limited have registration rights with respect to 2,300,000 shares of Common Stock owned by them.

4.	The holders of the Company’s 15% Senior Secured Convertible Promissory Notes and warrants to acquire Common Stock issued in January and February 2014 have registration rights with respect to 13,516,169 shares of Common Stock issuable upon conversion or exercise of the Notes and Warrants.

5.	The holders of the Company’s 6% Senior Convertible Notes issued in April and June 2014 have registration rights with respect to 2,236,317 shares of Common Stock issuable upon conversion of the Notes.

6.	The holders of the Company’s Units (consisting of Common Stock and warrants to acquire Common Stock) issued in April and June 2014 have registration rights with respect to 789,419 shares of Common Stock and Common Stock issuable upon exercise of the warrants.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	Addresses:
COMPANY   Electronic Cigarettes International Group, Ltd.   By: _______________________ Name: Title:	Electronic Cigarettes International Group, Ltd. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
KEY HOLDERS   ▇▇▇▇▇ ▇▇▇▇▇▇   _________________________ Name:	c/o Electronic Cigarettes International Group, Ltd. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇   _________________________ Name:	c/o Electronic Cigarettes International Group, Ltd. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇     _________________________ Name:	c/o Electronic Cigarettes International Group, Ltd. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
INVESTOR   Man ▇▇▇▇▇ Limited     By: _______________________ Name: Title:

 

Name

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