Exhibit
10.1


 


ExWorks
Capital Letterhead 


Execution
Version


 









Via Email          


 


September
18, 2015


  


	Mr.
Phil Anderson 

        Chief
Financial Officer 

        Electronic
Cigarettes International Group, Ltd 

        14200
Ironwood Drive 

        Grand
Rapids, Michigan 49544



  


	Re:	Loan
    and Security Agreement among ExWorks Capital Fund I, L.P. (“Lender”), Electronic Cigarettes International
    Group, Ltd., FIN Branding Group, LLC, and Hardwire Interactive Acquisition Company (“Borrowers”) dated
    June 30, 2015 (the “Loan Agreement”). Capitalized terms not defined in this letter have the meanings given
    in the Loan Agreement.


 


Dear
Mr. Anderson:


 


Borrowers
have requested a short-term allowed Overadvance and subject to the terms of this letter, Lender has agreed to allow Borrowers
to maintain an Overadvance. Lender and Borrowers agree as follows:


 


		1.	Through
                                         January 31, 2016, Lender will permit Borrowers to maintain an Overadvance in an amount
                                         up to $1,500,000 (the “Allowed Overadvance”).



 


		2.	In
                                         consideration for Lender permitting the Allowed Overadvance, Borrowers agree to pay Lender
                                         a fee of $150,000 which will be fully earned and non-refundable as of the date of this
                                         letter.



 


		3.	Borrowers
                                         acknowledge that Lender is not obligated to permit an Overadvance and that the fact that
                                         Lender is agreeing to the Allowed Overadvance as provided in this letter will not create
                                         an obligation to allow Overadvances in the future.



 


		4.	This
                                         letter is an amendment to the Loan Agreement. Except as amended hereby, all terms and
                                         conditions of the Loan Agreement are ratified by Borrowers and remain in full force and
                                         effect.



 


Please
indicate your agreement with the above by signing and returning a copy of this letter.


 


Very
truly yours,


 


ExWorks
Capital Fund I, L.P.,  


 


By:
 /s/ Robert Richardson           



Robert Richardson, 


Senior
Portfolio Manager


 


[Signatures
are continued on the next page]


 






    	 



    	 



    

 





September
18, 2015


Page 2




 





Agreed:


 


Electronic
Cigarettes International Group, Ltd.,  


For itself
and as agent for the other Borrowers


 


By:    /s/
Philip Anderson 


 


Print
Name: Philip Anderson


  


Title:
CFO


 


The
undersigned, as Guarantors of the Borrowers’ Obligations to Lender, consent to the above amendments to the Loan Agreement.
The fact that Lender is seeking the consent of the Guarantors will not impose an obligation on Lender to do so for any future
amendments.


 


Victory
Electronic Cigarettes, Inc.  


VCIG
LLC 


 


By:   /s/
Philip Anderson


 Authorized
representative  


  


Print
Name: Philip Anderson 


  


Vapestick
Holdings Limited  


Must
Have Limited 


E-CIGS
UK Holding Company Limited


  


By:   /s/
Philip Anderson 


 Authorized
representative  


 





Print
Name: Philip Anderson