Exhibit 10.5


 


Electronic
Cigarettes International Group, Ltd.


 


SECURITIES
PURCHASE AGREEMENT 


 


April
27, 2015


 






    	 



    	 



    

 


SECURITIES
PURCHASE AGREEMENT


 


Electronic
Cigarettes International Group, Ltd. 


 


This
Securities Purchase Agreement (this “Agreement”) is made by and between Electronic Cigarettes International
Group, Ltd., a Nevada corporation (the “Company”) and Man FinCo Limited,
a company incorporated as an offshore company under the regulations of the Jebel Ali Free Zone Authority with registered number
163050 and having its registered office at PO Box 9275, c/o Al Tamimi & Company, Advocates and Legal Consultants, 9th Floor,
Dubai World Trade Centre, Dubai, United Arab Emirates (“Man FinCo” or the “undersigned”). 


 


W
I T N E S S E T H:


 


Whereas,
the Company, Man FinCo, and certain other lenders are entering
into that certain Credit Agreement, dated as of April 27, 2015 (the “Credit Agreement”);



 


Whereas,
in order to induce Man FinCo to enter into the Credit Agreement
and to agree to amend the provisions of the Securities Purchase Agreement dated as of July 3, 2014 (the “2014 SPA”)
as described in Section E(3) below, subject to the terms and conditions set forth herein (this Agreement and the other agreements
executed and delivered by the parties at the Closing (as defined below), the “Transaction Documents”), and
pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the
“1933 Act”) and Regulation S promulgated thereunder, the Company desires to issue to ManFinCo, and ManFinCo
desires to receive from the Company, shares of the Company’s common stock, par value $0.001 (“Common Stock”);


 


Now,
Therefore, in consideration of the foregoing premises and the
covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


 


A.          General. 


 


(1)          The
undersigned hereby agrees to receive from the Company, and the Company agrees to issue to the undersigned, 19,666,667 shares of
Common Stock (the “Shares”). 


 


(2)          Subject
to the terms and conditions of this Agreement, the closing of the issuance of the Shares (the “Closing”) shall
take place remotely via the exchange of documents and signatures on the date hereof, or such earlier date as may be mutually agreed
to by the Company and Man FinCo (the “Closing Date”). At the Closing:


 






    	 



    	 



    

 


(a)          the
Company shall deliver to Man FinCo a certificate, as of the most recent practicable date, as to the corporate good standing of
the Company issued by the Secretary of State of the State of Nevada;


 


(b)          the
Company shall deliver to Man FinCo a copy of the Articles of Incorporation of the Company, as amended and in effect as of the
Closing Date, certified by the Secretary of State of the State of Nevada, which have been filed by the Company with the Securities
and Exchange Commission’s (“SEC”) EDGAR system;


 


(c)          the
Company shall deliver to Man FinCo a Certificate of the Secretary of the Company attesting as to (i) the By-laws of the Company;
(ii) the signatures and titles of the officers of the Company executing this Agreement or any of the other Transaction Documents;
and (iii) resolutions of the Board of Directors of the Company, authorizing and approving all matters in connection with this
Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby;


 


(d)          Pryor
Cashman LLP and Fennemore Craig, P.C., counsel for the Company, shall deliver to Man FinCo opinions, dated the Closing Date, in
substantially the forms attached hereto as Exhibit C-1 and C-2, respectively; and


 


(e)          the
Company shall deliver to the Purchaser a copy of a certificate for the Shares, registered in the name of Man FinCo, or irrevocable
instructions from the Company to the Company’s transfer agent instructing the transfer agent to issue such certificate upon
the Closing.


 


B.          The
Common Stock offered will not be registered under the 1933 Act 


 


The
undersigned acknowledges that (i) the Common Stock will not be registered under the 1933 Act, or the securities laws of any state
in the United States of America or any state, municipality, or country outside of the United States of America; (ii) absent an
exemption, any transfer of the Common Stock would require registration; (iii) the shares of Common Stock are being offered and
sold in reliance upon exemptions from registration contained in the 1933 Act and applicable state laws; and (iv) the Company’s
reliance upon such exemption is based in part upon the undersigned’s representations, warranties and agreements contained
in this Agreement. 


 


C.          Representations,
Warranties, Acknowledgements and Agreements of Man FinCo 


 


The
undersigned represents, warrants, acknowledges and covenants to the Company as follows: 


 


(1)          The
undersigned has received and carefully read the Transaction Documents. In making the decision to invest in the Common Stock, the
undersigned has relied solely upon the information provided by the Company in the Transaction Documents. To the extent necessary,
the undersigned has discussed with its counsel the representations, warranties and agreements which the undersigned makes by signing
this Agreement, the applicable limitations upon the undersigned’s resale of the Common Stock, and the risks inherent in
the investment made in the Common Stock, including, without limitation, the suitability thereof, and the tax and legal consequences
of this Agreement. The undersigned has made an independent evaluation of the merits of the investment and acknowledges the high
risk nature of the investment. The undersigned disclaims reliance on any statements made or information provided by any person
or entity in the course of the undersigned’s consideration of an investment in the Common Stock other than the Transaction
Documents. 


 



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(2)          The
undersigned is acquiring the Common Stock for the undersigned’s own account, with the intention of holding the Common Stock
for investment purposes, with no present intention of dividing or allowing others to participate in this investment or of reselling
or otherwise participating, directly or indirectly, in a distribution of the Common Stock; and shall not make any sale, transfer
or other disposition of the Common Stock without registration under the 1933 Act and applicable state securities laws unless an
exemption from registration is available under those laws. The undersigned is not acquiring any portion of the Common Stock, or
any interest therein, on behalf of another person. No person other than the undersigned has any direct or indirect beneficial
interest in the Common Stock subscribed for hereunder by the undersigned. The undersigned is not an underwriter or dealer of the
Common Stock; and is not a distributor or participating, pursuant to contractual agreement, in the distribution of the Common
Stock.


  


(3)          The
undersigned’s overall commitment to investments which are not readily marketable is not disproportionate to the undersigned’s
net worth, and the undersigned’s investment in the Common Stock will not cause such overall commitment to become excessive.


  


(4)          The
undersigned is not a “U.S. Person” as that term is defined in Rule 902(k)(1) of Regulation S, promulgated under
the 1933 Act, and was not formed by a U.S. Person principally for the purpose of investing in securities not registered under
the Securities Act. Man FinCo is not required to be registered as a broker-dealer under Section 15 of the Securities Exchange
Act of 1934 as amended (the “Exchange Act”) and is not a broker-dealer. The undersigned is acquiring the Common
Stock for investment purposes and has no present intention to sell the Common Stock in the United States or to a U.S. Person or
for the account or benefit of a U.S. Person either now or promptly after the expiration of the “distribution compliance
period.” as that term is defined in Rule 903 of Regulation S. 


 


(5)          On
the date this Agreement was executed and delivered, the undersigned was outside the United States; to the knowledge of Man FinCo,
no offer to purchase the Common Stock was made in the United States; and the transactions contemplated hereby have not been and
will not be pre-arranged by the undersigned with a purchaser located in the United States or who is a U.S. Person. 


 


(6)          The
undersigned will resell the Common Stock only in accordance with the provisions of Regulation S, pursuant to registration under
the 1933 Act, or pursuant to an available exemption from registration, and the undersigned shall not engage in hedging transactions
with regard to the Common Stock unless in compliance with the 1933 Act. 


 






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(7)          The
undersigned has been informed and understands that the Common Stock is subject to certain restrictions on transfer, which include
the following: (A) the Common Stock is deemed to be “restricted securities” within the meaning of Rule 144
under the Act; and (B) that the Common Stock will bear a restrictive legend. 


 


(8)          The
undersigned understands that the Common Stock is being offered and sold in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and that the Company is relying on the truth and accuracy of the
representations, warranties, and agreements of the undersigned set forth herein in order to determine the applicability of such
exemptions and the suitability of the undersigned to acquire the Common Stock. 


 


(9)          The
undersigned is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of
receiving the Common Stock, and to make an informed decision relating thereto. At the time the undersigned was offered the Shares,
it was, and at the date hereof it is, an “accredited investor” as defined in Rule 501(a) under the 1933 Act.


 


(10)        The
undersigned understands that in the SEC’s view, the statutory basis for the exemption claimed for this transaction would
not be available if the issuance of the Shares, though in technical compliance with Regulation S, is part of a plan or scheme
to evade the registration provisions of the Act; and the undersigned confirms that its purchase is not part of any such plan or
scheme. 


 


(11)        The
undersigned has not, and will not, engage in any activity for the purpose of, or that could reasonably be expected to have the
effect of, conditioning the market in the United States for any of the securities sold hereunder.


  


(12)        The
undersigned, in electing to subscribe for the Common Stock hereunder, has relied solely upon the representations and warranties
of the Company set forth in this Agreement and on independent investigation made by him and his representatives, if any. The undersigned
has been given no oral or written representation or assurance from the Company or any representative of the Company other than
as set forth in this Agreement or in a document executed by a duly authorized representative of the Company making reference to
this Agreement. The undersigned has received answers and information in response to its investigation that it deems to be complete
and satisfactory. The undersigned shall keep confidential and not disclose to any third party any and all confidential information
and documents received from or on behalf of the Company.


 


(13)        The
address shown under the undersigned’s signature at the end of this Agreement is the undersigned’s principal business
address.


 






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(14)        The
undersigned acknowledges that Regulation S restricts the offer or sale of the Common Stock to a U.S. Person or for the account
or benefit of a U.S. Person for a period of one year commencing on the Closing Date. Rule 902(f) and Rule 903 govern the forty
day distribution compliance period. In the event that multiple purchasers are accepted by the Company, the distribution compliance
period shall begin only after the Closing Date. The undersigned understands that the Company will refuse to register any transfer
of the Common Stock not made in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant
to an available exemption from registration, and it will instruct its transfer agent to place a stop transfer order on any certificates
representing such Common Stock, which are attempted to be transferred contrary to the above conditions.


 


(15)        The
certificates representing the Common Stock that the undersigned will receive will contain a legend substantially as follows:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO SECTION 4(A)(2) OF THE SECURITIES ACT OF 1933, AS AMENDED
(“ACT”) AND REGULATION S PROMULGATED THEREUNDER AND HAVE NOT BEEN REGISTERED UNDER THE ACT. TRANSFER OF THESE SECURITIES
IS PROHIBITED EXCEPT IN ACCORDANCE WITH REGULATION S, PURSUANT TO REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM REGISTRATION, AND HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.
THESE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OF, A “U.S. PERSON”
(AS THAT TERM IS DEFINED IN REGULATION S) EXCEPT IN ACCORDANCE WITH REGULATION S OR ANY OTHER APPLICABLE LAW, REGULATION OR RULE
GOVERNING SUCH RESALE.”


 


(16)        The
undersigned has been given the opportunity to ask questions of and receive answers from the Company and its executive officers
concerning the business and operations of the Company and the terms, provisions, and conditions of the issuance of the Shares,
including, without limitation, the suitability of this investment and to obtain any such additional information and engage in
such due diligence that the undersigned deems necessary or advisable, or such other information as the undersigned desired in
order to evaluate an investment in the Company; and the undersigned availed itself of such opportunity to the extent considered
appropriate in order to evaluate the merits and risks of the proposed investment. 


 


(17)        The
undersigned is not subscribing for the Common Stock as a result of or subsequent to any advertisement, article, notice or other
communication published in any newspaper, magazine or similar media or broadcast over television or radio, any seminar or meeting. 


 


(18)        Unless
otherwise indicated on a separate sheet of paper that details any such affiliation submitted by the undersigned to the Company
along with this completed Agreement, the undersigned is not affiliated directly or indirectly with a member broker-dealer firm
of the Financial Industry Regulatory Authority (“FINRA”) as an employee, officer, director, partner or shareholder
or as a relative or member of the same household of an employee, director, partner or shareholder of a FINRA member broker-dealer
firm. 


 






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D.          Representations
Warranties, Acknowledgements and Agreements of the Company 


 


In
order to induce the undersigned to execute and deliver this Agreement, the Company represents, warrants, and covenants to the
undersigned as follows: 


 


(1)          The
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. The Company
has full power and authority to own its properties and to carry on its business as currently conducted. The Company is duly qualified
as a foreign corporation to do business and is in good standing in every jurisdiction in which such qualification is required,
whether by the nature of the business conducted, property owned or otherwise, other than those jurisdictions in which the failure
so to qualify or be in good standing would not, individually or in the aggregate, have a Material Adverse Effect. “Material
Adverse Effect” means any material adverse effect on the business, operations, properties, assets, condition (financial
or otherwise), prospects or results of operations of the Company, taken as a whole.


 


(2)          The
execution, delivery and performance by the Company of this Agreement and the other Transaction Documents and the offer and sale
of Common Stock contemplated hereby shall, assuming the representations and warranties of the undersigned are correct, be in compliance
with the exemptions from registration set forth in Regulation S and/or Section 4(a)(2) of the 1933 Act and applicable state securities
“blue sky” laws, and the Company, in reliance on the representations and warranties of the undersigned, shall make
all filings required to qualify for such exemptions. No additional permit, license, exemption, consent, authorization or approval
of, or the giving of any notice by the Company to, any governmental or regulatory body, agency or authority is required in order
for the Company to execute, deliver and perform its obligations hereunder, which has not been made, or will not when required
be made, by the Company. No notice by the Company to any third party, and no consent or approval of any third party, of the Company’s
execution, delivery and performance of this Agreement and the other Transaction Documents is required which has not been given
or obtained. 


 


(3)          The
Company has the requisite power and authority to execute and deliver this Agreement and the other Transaction Documents, and perform
its obligations herein and therein, and consummate the transactions contemplated hereby and thereby. This Agreement is and each
other Transaction Document will be a valid, legal and binding obligation of the Company enforceable against the Company in accordance
with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of
whether such enforcement is considered in a proceeding at law or at equity).


 






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(4)          The
consummation by the Company of the transactions contemplated hereby and by the other Transaction Documents and issuance of the
Common Stock will not result in any conflict with, or result in a violation or breach of any of the terms, conditions or provisions
of, or constitute (with or without due notice, lapse of time or both) a default under, or give rise to a right of termination,
cancellation or acceleration of any obligation under, or result in the creation of any lien upon any of the properties or assets
of the Company under, (i) its Articles of Incorporation; (ii) any indenture, mortgage, loan or credit agreement, note, contract,
franchise, lease or other agreement or instrument to which the Company is a party or by which it or any of them may be bound,
or to which any of the property or assets of the Company is subject; or (iii) to its knowledge, any law, rule, regulation, order,
judgment or decree (including United States federal and state securities laws and regulations and the rules and regulations of
FINRA or by which any property or asset of the Company is bound).


 


(5)          The
authorized capital stock of the Company is as set forth in the Company SEC Documents (as defined below). As of the date hereof,
the outstanding capital stock of the Company is as set forth on Schedule D(5) to this Agreement. Except as set forth in
Schedule D(5), (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase
or acquire any shares of capital stock of the Company is authorized or outstanding, (ii) the Company has no obligation (contingent
or otherwise) to issue any subscription, warrant, option, convertible security or other such right, or to issue or distribute
to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company, (iii) the Company has no
obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest
therein or to pay any dividend or to make any other distribution in respect thereof, and (iv) there are no outstanding or authorized
stock appreciation, phantom stock or similar rights with respect to the Company. The Shares represent 4.98% of the Company’s
total issued and outstanding Common Stock on a fully diluted and as-converted basis, after giving effect to the closings of all
of the transactions contemplated by this Agreement, the Credit Agreement and all other agreements referenced or in connection
with the Credit Agreement and taking into account any options, warrants or other convertible securities as though fully exercised
or converted.


 


(6)          There
is no action, suit, proceeding, inquiry, notice of violation or investigation before or by any court, arbitrator, public board,
government agency, regulatory authority, self-regulatory organization or body pending or, to the knowledge of the Company, threatened
against the Company, any officers or managers of the Company in their capacities as such, or any of their respective assets or
properties.


 






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(7)          The
Company has made or filed all United States federal, state and local income and all other tax returns, reports and declarations
required by any jurisdiction to which it is subject and all such returns, reports and declarations are true, correct and accurate
in all material respects. The Company has paid all taxes and other governmental assessments and charges, shown or determined to
be due on such returns, reports and declarations, except those being contested in good faith, for which adequate reserves have
been established, in accordance with GAAP. No taxing authority has given notice of an assertion, or is threatening to assert,
against the Company any deficiency or claim for additional taxes or interest thereon or penalties in connection therewith. 


 


(8)          The
Company is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained
in any of its Material Contracts, and no condition exists which, with the giving of notice or the lapse of time or both, could
constitute such a default, except where the consequences, direct or indirect, of such default or defaults, or condition or conditions,
if any, could not reasonably be expected to have a Material Adverse Effect. “Material Contracts” means any
and all contracts or agreements to which the Company is a party and which the Company has entered into since June 25, 2013 and
which are filed as exhibits to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. 


 


(9)          The
Common Stock to be issued to the undersigned pursuant to this Agreement, when issued and delivered in accordance with the terms
of this Agreement, shall be duly authorized, validly issued, fully paid and non-assessable. 


 


(10)        The
Common Stock offered hereby is being offered and sold pursuant to an exemption from the registration requirements of the 1933
Act and applicable state securities laws for nonpublic offerings. To this end, the Company has not offered or sold the Common
Stock to any person in the United States, or, to the best knowledge of the Company, to any identifiable groups of U.S. citizens
abroad, or to any U.S. Person as that term is defined in Regulation S, nor has the Company offered or sold the Common Stock for
the account or benefit of any U.S. Person. At the time of the execution and delivery of this Agreement, the Company and/or its
agents reasonably believed that the undersigned was outside the United States and was not a U.S. Person. 


 


(11)        The
Company and/or its agents believe that the transaction contemplated hereby has not been pre-arranged with a buyer in the United
States. 


 


(12)        The
Company has not conducted any “directed selling efforts” as that term is defined in Rule 902 of Regulation
S nor has Company conducted any general solicitation relating to the offer and sale of the Common Stock to persons resident within
the United States or any other U.S. Person as that term is defined in Rule 902 of Regulation S.


 






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(13)        As
required by Regulation S, the Company must agree, and does hereby agree, that it will refuse to register any transfer of the Common
Stock not made in accordance with the provisions of Regulation S, pursuant to registration under the 1933 Act, or pursuant to
an available exemption from registration; provided, however, that if the securities are in bearer form or foreign law prevents
the Company from refusing to register securities transfers, other reasonable procedures (such as the legend described above) are
implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S.


 


(14)        Since
June 25, 2013, the Company has filed all forms, reports, certifications and other documents required to be filed by the Company
with the SEC since it became an SEC reporting company. All such registration statements, forms, reports, certifications and other
documents (including those that the Company may file after the date hereof until the Closing), as the same may be amended from
time to time, are referred to herein as the “Company SEC Documents.” All of the Company SEC Documents are publicly
available on the SEC’s EDGAR system. Except as disclosed on the SEC’s EDGAR system, the Company SEC Documents (x)
were filed on a timely basis, (y) at the time filed, were prepared in compliance with the applicable requirements of the 1933
Act and the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Company SEC
Documents, and (z) did not at the time they were filed contain any untrue statement of a material fact or omit to state a material
fact required to be stated in such Company SEC Documents or necessary in order to make the statements in such Company SEC Documents,
in the light of the circumstances under which they were made, not misleading.


 


(15)        Each
of the consolidated financial statements (including, in each case, any related notes and schedules) contained or to be contained
in the Company SEC Documents at the time filed (i) complied as to form with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto (including, without limitation, Regulations S-X), (ii) were prepared in
accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis
throughout the periods involved and at the dates involved (except as may be indicated in the notes to such financial statements
or, in the case of unaudited statements, as permitted by the SEC on Form 10-Q under the Exchange Act), and (iii) fairly presented
the consolidated financial position of the Company as of the dates thereof and the consolidated results of its operations and
cash flows for the periods indicated, consistent with the books and records of the Company, except that the unaudited interim
financial statements were or are subject to normal and recurring year-end adjustments which were not or will not be material in
amount or effect.


 


(16)        Except
as disclosed in the Company SEC Documents filed prior to the date of this Agreement, and except for normal and recurring liabilities
incurred since the latest balance sheet included in the Company SEC Documents in the ordinary course of business, the Company
does not have any liabilities, either accrued, contingent or otherwise (whether or not required to be reflected in financial statements
in accordance with GAAP), and whether due or to become due that, individually or in the aggregate, are reasonably likely to have
a Company Material Adverse Effect.


 






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(17)        Except
as set forth in the Company SEC Documents, there is no action, suit, inquiry, notice of violation, proceeding or investigation
pending or, to the knowledge of the Company, threatened against or affecting the Company, any subsidiary thereof or any of their
respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal,
state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the
legality, validity or enforceability of any of the Transaction Documents or the Common Stock or (ii) could, if there were an unfavorable
decision, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any subsidiary thereof, nor any
director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal
or state securities laws or a claim of breach of fiduciary duty which could, if there were an unfavorable decision, reasonably
be expected to result in a Material Adverse Effect.


 


(18)        The
Company and its subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar
rights as described in the Company SEC Documents, as necessary or required for use in connection with their respective businesses
and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).
Neither the Company nor any subsidiary thereof has received a notice (written or otherwise) that any of, the Intellectual Property
Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years
from the date of this Agreement. Except as set forth in the Company SEC Documents, neither the Company nor any subsidiary thereof
has received, since the date of the latest audited financial statements included within the Company SEC Documents, a written notice
of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any person,
except as could not have or reasonably be expected to not have a Material Adverse Effect. Except as set forth in the Company SEC
Documents, to the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement
by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security
measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do
so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(19)        There
is no transaction, arrangement, or other relationship between the Company and an unconsolidated or other off balance sheet entity
that is required to be disclosed by the Company in its Exchange Act filings and is not so disclosed and could be reasonably likely
to have a Material Adverse Effect.


 






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E.          Other
Agreements


 


(1)          Until
such time as Man FinCo owns no shares of Common Stock, the Company shall timely file with the SEC all Company SEC Documents as
are specified in the 1933 Act or the Exchange Act and the Company shall not terminate its status as an issuer required to file
reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would no longer require or otherwise
permit such termination. Each Company SEC Document to be filed by the Company, when filed with the SEC, will comply with all applicable
requirements of the 1933 Act or the Exchange Act and will not contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. The financial statements of the Company to be included in each Company SEC Document
to be filed by the Company will comply as to form, as of the date of its filing with the SEC, with applicable accounting requirements
and the published rules and regulations of the SEC with respect thereto, will be prepared in accordance with GAAP (except, in
the case of unaudited statements, as permitted by the SEC) and will fairly present in all material respects the consolidated financial
position of the Company as of the dates thereof and the consolidated results of its operations and cash flows for the periods
then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments, which will not be material, consistent
with past practices and consistently applied.


 


(2)          In
the event that Man FinCo shall beneficially own 5% or more of the Company’s Common Stock, Man FinCo shall agree to execute
a customary lock up agreement as requested by the underwriters in connection with any underwritten public offering for the 180-day,
or such shorter period as the underwriter may consent to, period following the date of the final prospectus in connection therewith.


 


(3)          Man
FinCo and the Company agree to amend the 2014 SPA to delete Sections A(2) and A(3) thereof.


 


F.          Miscellaneous 


 


(1)          
Notwithstanding the place where this Agreement may be executed by any of the parties hereto, all of the terms, provisions, and
conditions hereof shall be construed in accordance with and governed by the laws of the State of New York, without giving effect
to its conflict of laws principles. Any dispute that may arise out of or in connection with this Agreement shall be adjudicated
before a court located in New York City and the parties hereto submit to the exclusive jurisdiction and venue of the state and
local courts of the State of New York located in New York City and of the federal courts in the Southern District of New York
with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter
may have respecting the venue of any action or proceeding brought in such a court or respecting the fact that such court is an
inconvenient forum, relating to or arising out of this Agreement or any acts or omissions relating to the sale of the Common Stock,
and the undersigned consents to the service of process in any such action or legal proceeding by means of registered or certified
mail, return receipt requested, in care of the address set forth below or such other address as the undersigned shall furnish
in writing to the Company.


 



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(2)          THE
UNDERSIGNED HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING
IN TORT, CONTRACT, FRAUD OR OTHERWISE) IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE UNDERSIGNED’S
PURCHASE OF THE COMMON STOCK. 


 


(3)          This
Agreement may be executed by facsimile and in any number of counterparts, and each such counterpart hereof shall be deemed to
be an original instrument, but all such counterparts together shall constitute one agreement. Execution and delivery of this Agreement
by facsimile transmission (including delivery of documents in Adobe PDF format) shall constitute execution and delivery of this
Agreement for all purposes, with the same force and effect as execution and delivery of an original manually signed copy hereof. 


 


(4)          The
headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


(5)          If
any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


(6)          Each
Party shall be responsible for all of its out-of-pocket costs and expenses incurred with respect to this Agreement and the transactions
contemplated by this Agreement. Nevertheless, in the event that any dispute between the Parties should result in litigation or
arbitration, the prevailing party in such dispute shall be entitled to seek to recover from the non-prevailing party in such dispute
all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including without limitation, reasonable
attorney’s fees and expenses, all of which shall be deemed to have accrued upon the commencement of such action and shall
be paid whether or not such action is prosecuted to judgment.


 


(7)          
This Agreement supersedes all other prior oral or written agreements among Man FinCo, the Company, their affiliates and persons
acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments and agreements referenced
herein contain the entire understanding of the Parties with respect to the matters covered herein and therein and, except as specifically
set forth herein or therein, neither the Company nor Man FinCo makes any representation, warranty, covenant or undertaking with
respect to such matters. No provision of this Agreement may be amended other than by an instrument signed by the Company and Man
FinCo, and no provision hereof may be waived other than by an instrument signed by the Party against whom enforcement is sought. 


 






    	- 12 -



    	 



    

 


(8)          All
share and per share numbers set forth herein shall be subject to appropriate adjustment for stock splits, stock dividends, recapitalizations
and similar events occurring after the date of this Agreement.


 


G.          Notice
Provisions 


 


Any
and all notices, demands or requests required or permitted to be given under this Agreement shall be given in writing and sent,
by registered or certified U.S. mail, return receipt requested, by hand, or by overnight courier, addressed to the parties hereto
at their addresses set forth herein or such other addresses as they may from time-to-time designate by written notice, given in
accordance with the terms of this Section G, together with copies thereof as follows: 


 


In
the case of the Company to: 


 


Electronic
Cigarettes International Group, Ltd.


14200
Ironwood Drive


Grand Rapids, MI 49534


 


with
a copy to:


 


Pryor
Cashman LLP


7
Times Square


New
York, New York 10036


Attention:
M. Ali Panjwani, Esq.


Fax:
(212) 798-6319


 


In
the case of Man FinCo, to:


 


Man
FinCo Limited


PO
Box 9275


c/o
Al Tamimi & Company,


Advocates
and Legal Consultants


9th
Floor, Dubai World Trade Centre


Dubai,
United Arab Emirates


 






    	- 13 -



    	 



    

 


With
a copy to:


 


MAN
CAPITAL LLP


4
Grosvenor Place


London
SW1X 7HJ


Telephone:
+44 (0) 207 838 7311


Fax:
+44 (0) 207 838 7339


Email:
Nmalik@mancapllp.com


 


With
a copy to:


 


WilmerHale


10
Noble Street


London
EC2V 7QJ


United
Kingdom


Attention:
Michael Holter


Email:
michael.holter@wilmerhale.com


Tel: +44-20-7645-2509


 


Notice
given as provided in this Section shall be deemed effective: (i) on the business day hand delivered (or, if it is not a business
day, then the next succeeding business day thereafter), (ii) on the first business day following the sending thereof by overnight
courier, receipt acknowledged, and (iii) on the seventh calendar day (or, if it is not a business day, then the next succeeding
business day thereafter) after the depositing thereof into the exclusive custody of the U.S. Postal Service. As used herein, the
term business day (other than Saturday or Sunday) shall mean any day when commercial banks are open in the State of New York to
accept deposits.


 






    	- 14 -



    	 



    

 


IN
WITNESS WHEREOF, the Parties have executed this Securities Purchase Agreement on this ___ day of April 2015.


	 	 	 	 	 
	MAN FINCO LIMITED	 
	 	 
	BY:	 	 	 
	NAME:	 
	TITLE:	 
	 	 
	ELECTRONIC CIGARETTES INTERNATIONAL
    GROUP, LTD.	 
	 	 
	By:	 	 	 
	 	Name:	 	 
	 	Title: