tckm_ex101.htm


Exhibit 10.1


 


FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT












This FIRST AMENDMENT TO SHARE EXCHANGE AGREEMENT (“Amendment”) is made this April 15, 2013 by and among Victory Electronic Cigarettes, Inc., a Nevada corporation (“Company”), the Shareholders of the Company (“Shareholders”), and Teckmine Industries, Inc., a Nevada corporation (“Teckmine”).   Company, Shareholders, and Teckmine are collectively herein referred to as the “Parties” and individually as a “Party”.







RECITALS


 


WHEREAS, on April 2, 2013, the Parties entered into a Share Exchange Agreement (“Agreement”); and







WHEREAS, the Agreement provides for the Shareholders to sell to Teckmine and for Teckmine to purchase from the Shareholders all of the Shareholders’ legal and beneficial interest in the common shares in the capital of the Company such that, at the closing of the transaction pursuant to the terms of the Agreement, the Company will become a wholly-owned subsidiary of Teckmine; and







WHEREAS, pursuant to Section 14.10 of the Agreement, the Parties each desire to enter into this written Amendment to change the “Closing Date” as defined in the Agreement; and







WHEREAS, this Amendment shall be attached to and made a part of the Agreement.


 


NOW, IT IS AGREED, in consideration of the mutual promises and covenants hereinafter set forth, the Parties mutually agree as follows:







1.           The Parties agree and acknowledge that the “Closing Date” as defined in the Agreement at Section 1.1(l), shall be amended and restated as follows:







“Closing Date” means the day following the satisfaction or waiver of all conditions precedent set for the in this Agreement, which shall not be later than April 30, 2013 or such other date as the Shareholders, the Target and the Purchaser may agree in writing;”







2.           All other terms and conditions of the Agreement shall remain valid and in full force and effect.


 


By signing below, the Parties agree to and accept the terms of this Amendment.


 


This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single Amendment.  This Amendment may be executed by facsimile transmission or PDF e-mail.  Such facsimile or PDF e-mail signature shall be treated in all respects as having the same effect as an original signature


 




 




  





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IN WITNESS WHEREOF the Parties have duly executed this Amendment as of the day and year first above written.




 




	 	 
VICTORY ELECTRONIC CIGARETTES, INC.

	 
	 	 	 	 
	
 

	
Per: 

	/s/ Marc Hardgrove	 
	 	 	Authorized Signatory	 
	 	 	 	 
	 	 
TECKMINE INDUSTRIES, INC.

	 
	 	 	 	 
	 	 
Per: 

	 /s/ Nathan Woods	 
	 	 	Authorized Signatory	 







 



	 
WITNESSED BY:

	 	 
	 	 	 	 
	 	
 
 



	 	/s/ Marc Hardgrove 	 
	Name	 	 	
MARC HARDGROVE

	 
	 	 	 	 	 
	Address	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Occupation	 	 	 





 




	 
WITNESSED BY:

	 	 
	 	 	 	 
	 	
 
 



	 	/s/ David Martin 	 
	Name	 	 	 
DAVID MARTIN

	 
	 	 	 	 	 
	Address	 	 	 
	 	 	 	 	 
	Sale	 	 	 	 
	Occupation	 	 	 








	 
WITNESSED BY:

	 	 
	 	 	 	 
	 	
 
 



	 	/s/ Brent Willis  	 
	Name	 	 	 
BRENT WILLIS

	 
	 	 	 	 	 
	Address	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Occupation	 	 	 







 




	 
WITNESSED BY:

	 	 
	 	 	 	 
	 	
 
 



	 	/s/ Paul Simon	 
	Name	 	 	 
PAUL SIMON

	 
	 	 	 	Title 	 
	Address	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Occupation	 	 	 





 




  





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WITNESSED BY:

	 	 
	 	 	 	 
	 	
 
 



	 	/s/ Paul Dillman	 
	Name	 	 	PAUL DILLMAN	 
	 	 	 	 	 
	Address	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Occupation	 	 	 



 



	 
WITNESSED BY:

	 	 
	 	 	 	 
	 	
 
 



	 	/s/ John Perner	 
	Name	 	 	 
JOHN PERNER

	 
	 	 	 	 	 
	Address	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Occupation	 	 	 







	 
WITNESSED BY:

	 	 
	 	 	 	 
	 	
 
 



	 	/s/ Steve Riffle 	 
	Name	 	 	 
STEVE RIFFLE

	 
	 	 	 	 	 
	Address	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Occupation	 	 	 



 


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