Exhibit 10.6


 





EXECUTION VERSION


 


	DATED	2016


 


Intercreditor
amendment deed


 


Between


 


Electronic Cigarettes International
Group, Ltd


 


(as Borrower)


 


and


 


The persons named in Schedule 1


 


(as Guarantors)


 


and


 


The persons named in Schedule 2


 


(as Senior Creditors)


 


and


 


The persons named in Schedule 3


 


(as Subordinated Creditors)


 


and


 


Miguel Carlos Corral


 


(as Junior Security Trustee)


 




     


     


    

 


Table of
contents


 


	1.	definitions and interpretation	1
	2.	conditions precedent	2
	3.	amendments TO the original Inter-creditor Deed	2
	4.	COVENANTS	2
	5.	confirmation of existing security	2
	6.	continuity and further assurance	2
	7.	miscellaneous	3
	Schedule 1 GUARANTORS	4
	SCHEDULE 2 SENIOR CREDITORS	5
	SCHEDULE 3 subordinated creditors	6
	SCHEDULE 4 conditions precedent	7
	SCHEDULE 5 AMENDMENTS TO INTERCREDITOR DEED	8


 




     


     


    

  


	THIS DEED is made on	2016


 


Between:


 


		(1)	ELECTRONIC CIGARETTES INTERNATIONAL
GROUP, LTD, registered in the State of Nevada, USA under number C13461-2004 whose registered office is at 1707 Cole
Boulevard Golden, Colorado 80401, USA (Borrower).



 


		(2)	THE PERSONS, whose details
are set out in Schedule 1 (each a Guarantor
and together the Guarantors).



 


		(3)	THE PERSONS, whose details
are set out in Schedule 2 (each a Senior
Creditor and together the Senior Creditors).



 


		(4)	THE PERSONS, whose details
are set out in Schedule 3 (each a Subordinated
Creditor and together the Subordinated Creditors).



 


		(5)	MIGUEL CARLOS CORRAL, of
1 Sergeants Lane, Whitefield, M45 7TR as security agent and trustee for the Subordinated Creditors (Junior
Security Trustee).



 


Whereas:


 


		(A)	The parties entered into an intercreditor deed dated 24 April 2015 as amended pursuant to an amendment
letter dated 26 June 2015, an amendment letter dated 25 October 2015 and an amendment letter dated 11 January 2016 and as amended,
varied, supplemented, novated or replaced from time to time (Original
Intercreditor Deed).



 


		(B)	The parties hereto have agreed to amend the Original Intercreditor Deed as set out in this deed.



 


IT
IS AGREED as follows:


 


		1.	definitions and interpretation



 


		1.1	Terms defined in the Original Intercreditor Deed shall have the same meaning when used in this
deed, unless defined below. In addition, the definitions below apply in this deed:



 


Agreement No.5 to Credit
Agreement: the amendment number 5 to the CW Credit Agreement dated on or around the date
of this deed between the Borrower and the Senior Creditors amending the CW Credit Agreement to increase the aggregate principal
amount of the Terms Loans thereunder by $4,000,000 and to, among other things, reduce the interest rate payable pursuant thereto
and extend the term thereof.


 


CW Credit Agreement:
the credit agreement dated 27 April 2015 between CW and the Borrower as amended pursuant to the Amendment No. 1 to the Credit Agreement
dated 25 June 2015, the Amendment No. 2 to Credit Agreement dated 30 June 2015, the Amendment No. 3 to Credit Agreement dated 30
October 2015, the Amendment No. 4 to Credit Agreement dated 11 January 2016 (each as defined therein) and the Amendment No.5 to
Credit Agreement.


 


CW: Calm Waters Partnership
a Wisconsin General Partnership with registered office at 115 S. 84th Street, Suite 200, Milwaukee, Wisconsin 53214, USA.


 


Effective Date:
the date on which the CW informs the Borrower that the conditions precedent have been satisfied in accordance with clause 2.


 




    - 1 - 


     


    

 


Original Intercreditor Deed:
has the meaning given in recital (A).


 


		1.2	This deed is a Finance Document.



 


		1.3	The rules of interpretation
of the Original Intercreditor Deed shall (where
relevant) apply to this deed as if set out in this deed save that references in the Original Intercreditor Deed
to "this deed" shall be construed as references to this deed.



 


		1.4	In this deed:



 


		1.4.1	any reference to a "clause" or "Schedule" is, unless the context otherwise
requires, a reference to a clause of Schedule of this deed; and



 


		1.4.2	clause and Schedule headings are for ease of reference only.



 


		2.	conditions precedent



 


		2.1	The Effective Date is conditional on CW having received all of the documents and evidence specified
in Schedule 4 in the form and substance, and containing the information, that it requires.



 


		2.2	On satisfaction of the conditions precedent referred to in clause 2.1, CW shall promptly notify
the Borrower in writing that those conditions have been satisfied.



 


		3.	amendments TO the original Inter-creditor Deed



 


With effect on and from the
Effective Date, the Original Intercreditor Deed shall be amended as set out in Schedule 5.


 


		4.	COVENANTS



 


		4.1	The Borrower and the Guarantor make the covenants set out in clause 3 of the Original Intercreditor
Deed on the date of this deed and on the Effective Date.



 


		4.2	The Subordinated Creditors and Junior Security Trustee make the covenants set out in clause 4 of
the Original Intercreditor Deed on the date of this deed and the Effective Date.



 


		5.	confirmation of existing security



 


The Borrower confirms, acknowledges
and agrees that the Senior Security and the Junior Security shall continue in full force and effect in all respects and such security
documents and this deed shall be read and construed together.


 


		6.	continuity and further assurance



 


		6.1	The provisions of the Original Intercreditor Deed shall, save as amended in this deed, continue
in full force and effect.



 


		6.2	The Borrower and Guarantors shall, at the request of CW and at their own expense, do all such acts
and things necessary or desirable to give effect to the provisions of this deed.



 




    - 2 - 


     


    

 


		7.	miscellaneous



 


		7.1	The provisions of clauses 18 – 30 of the Original Intercreditor Deed shall apply to this
deed as if set out in full and so that references in those provisions to "this deed" shall be construed as references
to this deed and references to "party" or "parties" shall be construed as references to parties to this deed.



 


		7.2	This deed may be executed and delivered in any number of counterparts, each of which is an original
and which, together, have the same effect as if each party had signed the same document.



 


This deed has been entered into on the
date stated at the beginning of it.


 




    - 3 - 


     


    

 


Schedule 1

GUARANTORS


 


	
         Name
	 	Company Number	 	Registered Office
	 	 	 	 	 
	
        Must Have Limited

         
	 	05101019	 	
        Units 3-8

        Bury South Business Park

        Riverview Close

        Dumers Lane

        Manchester

        M26 2AD

	 	 	 	 	 
	
        E-CIGS UK Holding Company Limited

         
	 	09031860	 	25 Harley Street

London

W1G 9BR
	 	 	 	 	 
	Vapestick Holdings Limited	 	07777233	 	
        73 Cornhill

        London

        EC3V 3QQ

	 	 	 	 	 
	Hardwire Interactive Acquisition Company	 	Delaware 5543781	 	
        Corporations USA, LLC

        341 Raven Circle

        Wyoming, DE

        County of Kent, 19934

        USA

	 	 	 	 	 
	Victory Electronic Cigarettes, Inc.	 	Nevada E0117932013-0	 	
        Nevada Agency and Transfer Company

        50 West Liberty Street

        Suite 880

        Reno Nevada

        County of Washoe, 89501

        USA

	 	 	 	 	 
	VCIG LLC	 	Delaware 5477751	 	
        Corporations USA, LLC

        341 Raven Circle

        Wyoming, DE

        County of Kent, 19934

        USA

	 	 	 	 	 
	FIN Branding Group, LLC	 	Illinois 03606309	 	
        National Registered Agents Inc.

        208 South LaSalle Street

        Suite 814

        Chicago

        Illinois, 60604

        USA



 







    - 4 - 


     


    

 


SCHEDULE
2

SENIOR CREDITORS


 


	Name	 	Address
	 	 	 
	
        Calm Waters Partnership

         
	 	
        115 S. 84th Street

        Suite 200

        Milwaukee

        Wisconsin 53214

        USA

	 	 	 
	Tiburon Opportunity Fund, L.P. acting in its capacity as agent for itself and each of the lenders signatory to the Co-Investor Credit Agreement	 	
        13313 Point Richmond Beach Road NW

        Gig Harbor

        WA  98332

        USA

	 	 	 
	Tiburon Opportunity Fund, L.P. acting in its capacity as agent for each noteholder to a Secured Convertible Note	 	
        13313 Point Richmond Beach Road NW

        Gig Harbor

        WA  98332

        USA



 




    - 5 - 


     


    

 


SCHEDULE 3

subordinated creditors


 


	Name	 	Address
	 	 	 
	David Steven Levin	 	
        7 Ringley Chase

        Whitefield

        Manchester

        M45 7UA

	 	 	 
	Melanie Levin	 	
        7 Ringley Chase

        Whitefield

        Manchester

        M45 7UA

	 	 	 
	Miguel Carlos Corral	 	
        1 Sergeants Lane

        Whitefield

        M45 7TR

	 	 	 
	David Ryder	 	
        6 Greenock Close

        Ladybridge

        Bolton

        BL3 4UD



 



    - 6 - 


     


    

 


SCHEDULE
4

conditions precedent


 


		1.	A certificate, signed by a director of the Borrower and each Guarantor stating that there has been
no change in name and no change to its constitutional documents since 27 April 2015.



 


		2.	A copy of the resolutions duly passed by the Borrower's and each Guarantor's board of directors:



 


		2.1.1	approving the entry into, terms of and transactions contemplated by this deed; and



 


		2.1.2	authorising specified persons to execute this deed on its behalf and take all other action in connection
with this deed.



 


		3.	A specimen of the signature of each person authorised by the resolutions referred to in paragraph
2 in relation to this deed.



 


		4.	This deed, duly executed by each party.



 


		5.	The Agreement No.5
to Credit Agreement, duly executed by each party and the satisfaction of the conditions of borrowing set out in section
3 thereof.



 


		6.	The power of attorney for David Ryder appointing David Steven Levin to execute this deed on his
behalf, duly executed.



 




    - 7 - 


     


    

 


SCHEDULE 5

AMENDMENTS TO INTERCREDITOR DEED


 


The Original Intercreditor Deed shall be
amended as set out below:


 


		1.	The definition of "Senior
Creditors" at Schedule 2 shall be deleted and replaced by the following:



 


	Name	 	Address
	 	 	 
	Calm Waters Partnership	 	
        115 S. 84th Street

        Suite 200

        Milwaukee

        Wisconsin 53214

        USA

	 	 	 
	Tiburon Opportunity Fund, L.P. acting in its capacity as agent for itself and each of the lenders signatory to the Co-Investor Credit Agreement	 	
        13313 Point Richmond Beach Road NW

        Gig Harbor

        WA 98332

        USA

	 	 	 
	Tiburon Opportunity Fund, L.P. acting in its capacity as agent for each noteholder to a Secured Convertible Note	 	
        13313 Point Richmond Beach Road NW

        Gig Harbor

        WA 98332

        USA



 


		2.	The definition of "Senior
Debt" in clause 1.1 (Definitions) shall be deleted and replaced with the following:



 


"Senior
Debt: all Liabilities which are or may become payable or owing by the Borrower and/or a Guarantor to any Senior Creditor
under the Senior Debt Documents or the Secured Convertible Notes together with all Ancillary Liabilities relating thereto."


 


		3.	The definition of "Senior Debt Documents" in clause 1.1 (Definitions) shall be
deleted and replaced with the following:



 


"Senior
Debt Documents: any document referred to in Schedule 4."


 


		4.	The following definition shall be added to clause 1.1 (Definitions):



 


"Secured
Convertible Note: each of:


 


		(a)	the 15% senior secured convertible note dated 14 January 2014 (as amended in January 2015 by amendment
no. 1 and to be amended by amendment no. 2 on or around the Effective Date) delivered by the Borrower to each holder of each such
note;



 


		(b)	the 15% senior secured convertible note dated 28 February 2014 (as amended in January 2015 by amendment
no. 1 and to be amended by amendment no. 2 on or around the Effective Date) delivered by the Borrower to each holder of each such
note; and



 




    - 8 - 


     


    

 


		(c)	the 8% senior secured convertible note dated 14 January 2014 (to be amended by amendment no. 1
on or around the Effective Date) delivered by the Borrower to each holder of each such note,



 


and, together, the Secured
Convertible Notes."


 


		5.	Schedule 4 (Senior Debt Documents) shall be deleted and replaced with the following:



 


"Part 1: Senior Lending
Documents


 


Senior Credit Agreements.


 


Part 2: Senior Security
Documents


 


Share charge between the Borrower
and Calm Waters Partnership in respect of the Borrower's shares in Must Have Limited, dated on or about the date of this deed.


 


Share charge between the Borrower
and Calm Waters Partnership in respect of the Borrower's shares in Vapestick Holdings Limited, dated on or about the date of this
deed.


 


Share charge between the Borrower
and Calm Waters Partnership in respect of the Borrower's shares in E-Cigs UK Holding Company Limited, dated on or about the date
of this deed.


 


Guarantee between each Guarantor
and Calm Waters Partnership, dated on or about the date of this deed.


 


Debenture between Must Have
Limited and Calm Waters Partnership, dated on or about the date of this deed.


 


Debenture between Vapestick
Holdings Limited and Calm Waters Partnership, dated on or about the date of this deed.


 


Debenture between E-Cigs UK
Holding Company Limited and Calm Waters Partnership, dated on or about the date of this deed.


 


Security Agreement between
Tiburon Opportunity Fund, L.P. (as agent for the noteholders to each Secured Convertible Note) and the Borrower dated 14 January
2014."


 


		6.	Clause 2.3 (Ranking and subordination of debt) shall be deleted and replaced with the following:



 


		"2.3	Ranking
                                         and subordination of debt



 


		2.3.1	Each of the parties agree that the Senior Debt and the Junior Debt shall rank on a pari passu basis.



 


		2.3.2	No payments shall (except as otherwise provided in this deed) be made by any person in respect
of the Junior Debt while the Senior Debt is outstanding."



 




    - 9 - 


     


    

 


		7.	Clause 2.4 (Ranking and subordination of security) shall be deleted and replaced with the
following:



 


		"2.4	Ranking
                                         and subordination of debt



 


Each of the parties agree that
all Senior Security and Junior Security shall rank on a pari passu basis."


 


		8.	Clause 4.1.6 (No payment, Security or guarantee) shall be deleted and replaced with the
following:



 


		"4.1.6	modify, amend, waive or release any term of the
Junior Debt Documents, except for an amendment which does not prejudice any Senior Debt, the Senior Creditors or impair the subordination
or priorities contemplated in this deed."



 


		9.	Clause 7.1.1 (Subordination on insolvency) shall be deleted and replaced with the following:



 


		"7.1.1	the Junior Debt and the Senior Debt shall rank
on a pari passu basis;"



 


		10.	Clause 11.1 (Continuing subordination) shall be deleted and the sub-clauses in clause 11
shall be renumbered accordingly.



 


		11.	Clause 16.1 (Priorities) shall be deleted and replaced with the following:



 


		"16.1	Priorities



 


The priority of the Creditors
shall stand (regardless of the order of execution, registration or notice or otherwise) so that all amounts from time to time received
or recovered by a Creditor pursuant to the terms of any Debt Document or in connection with the realisation or enforcement of all
or any part of the Security constituted by any of the Security Documents shall, after providing for all reasonable outgoings, costs,
charges, expenses and liabilities of enforcement, exercising rights on winding up and payments ranking in priority as a matter
of law, be applied in the following order of priority:


 


		16.1.1	first, in or towards discharge of the Senior Debt or, as the case may be, the Junior Debt on a
pari passu basis; and



 


		16.1.2	second, after the Senior Debt and Junior Debt has been fully discharged, to the Borrower and the
Guarantors or any other person entitled to it."



 




    - 10 - 


     


    

 


EXECUTION PAGES


 


	Borrower	 	 
	 	 	 
	EXECUTED as a deed on behalf of 	 	 
	ELECTRONIC CIGARETTES 	 	 
	INTERNATIONAL GROUP, LTD., a 	 	 
	
        Nevada corporation by 
	 	 
	 	 	 
	 	 	 
	 	 	Authorised Signatory
	 	 	 
	 	 	 
	being [a] person[s] who, in accordance 	 	Authorised Signatory
	with the laws of that territory, [is OR are] 	 	
	acting under the authority of the 	 	 
	corporation	 	 


 




    - 11 - 


     


    

 


	

 Guarantors	 	 
	 	 	 
	EXECUTED as a deed on behalf of 

                                 VICTORY ELECTRONIC

                                 CIGARETTES,
                                 INC., a Nevada

                                 corporation
                                 by
	 	 
	 	 	 
	 	 	 
	 	 	Authorised Signatory
	 	 	 
	 	 
	being [a] person[s] who, in accordance 

with the laws of that territory, [is OR are] 

acting under the authority of the 

corporation	 	Authorised Signatory


 


	EXECUTED as a deed on behalf of 

                                 VCIG LLC, a Delaware corporation by
	 	 
	 	 	 
	 	 	
	 	 	Authorised Signatory
	 	 
	 	 
	being [a] person[s] who, in accordance 

with the laws of that territory, [is OR are] 

acting under the authority of the 

corporation	 	Authorised Signatory


 


	EXECUTED
                                         as a deed on behalf of FIN

                                             BRANDING
                                         GROUP, LLC, an Illinois 

                                             corporation
                                         by
	 	 
	 	 	 
	 	 	 
	 	 	Authorised Signatory
	 	 	 
	 	 	 
	being [a] person[s] who, in accordance
    

    with the laws of that territory, [is OR are] 

    acting under the authority of the 

    corporation	 	Authorised Signatory


 




    - 12 - 


     


    

 


	EXECUTED as a deed on behalf of 

HARDWIRE
    INTERACTIVE 

ACQUISITION COMPANY, a Delaware 

corporation by	 	 
	 	 	 
	 	 	 
	 	 	Authorised Signatory
	 	 	 
	 	 	 
	being [a] person[s] who, in accordance 

with the laws of that territory, [is OR are] 

acting under the authority of the 

corporation	 	Authorised Signatory


 


	EXECUTED as a deed by MUST HAVE	 	
	LIMITED acting by	 	
	 	 	 
	 	 	 
	a director	 	Director
	in the presence of	 	 


 


	Witness:	 	 	 
	 	 	 	 
	Signature:	 	 	 
	 	 	 	 
	Name:	 	 	 
	 	 	 	 
	Address:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Occupation:	 	 	 


 




    - 13 - 


     


    

 


	EXECUTED as a deed by VAPESTICK 

HOLDINGS LIMITED acting by	 	 
	 	 	 
	 	 	
	a director	 	Director
	in the presence of	 	


 


	Witness:	 	 	 
	 	 	 	 
	Signature:	 	 	 
	 	 	 	 
	Name:	 	 	 
	 	 	 	 
	Address:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Occupation:	 	 	 


 


	EXECUTED as a deed by E-CIGS UK 

HOLDING COMPANY LIMITED acting 

by	 	 
	 	 	
	 	 	 
	a director	 	Director
	in the presence of	 	 


 


	Witness:	 	 	 
	 	 	 	 
	Signature:	 	 	 
	 	 	 	 
	Name:	 	 	 
	 	 	 	 
	Address:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Occupation:	 	 	 


 




    - 14 - 


     


    

 


	Senior Creditors	 	 
	 	 	
	EXECUTED as a deed on behalf of 

    CALM WATERS PARTNERSHIP., a Wisconsin general partnership,
    acting 

by	 	 
	 	 	 
	 	 	
	 	 	Authorised Signatory
	 	 	 
	 	 	 
	being [a] person[s] who, in accordance 

with the laws of that territory, [is OR are] 

acting under the authority of the 

partnership	 	Authorised Signatory


 


	EXECUTED as a deed on behalf of 

    TIBURON OPPORTUNITY FUND, L.P., 

    a Delaware limited partnership, acting 

    by	 	 
	 	 	 
	 	 	
	 	 	Authorised Signatory
	 	 	 
	 	 	 
	being [a] person[s] who, in accordance 

with the laws of that territory, [is OR are] 

acting under the authority of the 

partnership	 	Authorised Signatory


 




    - 15 - 


     


    

 


	 	 	 
	EXECUTED as a deed on behalf of 

TIBURON OPPORTUNITY FUND, L.P.,
    

    a Delaware limited partnership, acting 

    by	 	 
	 	 	 
	 	 	
	 	 	Authorised Signatory
	 	 	 
	 	 	 
	being [a] person[s] who, in accordance with the laws of that territory, [is OR are] acting under the authority of the partnership	 	Authorised Signatory
	 	 	


 




    - 16 - 


     


    

 


	Subordinated Creditors	 	 
	 	 	 
	EXECUTED as a deed by 

MELANIE LEVIN 	 	
	in the presence of	 	Melanie Levin 


 


	Witness:	 	 	 
	 	 	 	 
	Signature:	 	 	 
	 	 	 	 
	Name:	 	 	 
	 	 	 	 
	Address:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Occupation:	 	 	 


 


	EXECUTED as a deed by 

DAVID STEVEN LEVIN 	 	 
	in the presence of	 	David Steven Levin


 


	Witness:	 	 	 
	 	 	 	 
	Signature:	 	 	 
	 	 	 	 
	Name:	 	 	 
	 	 	 	 
	Address:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Occupation:	 	 	 


 


	EXECUTED as a deed by 

DAVID STEVEN LEVIN as attorney for DAVID RYDER 	 	
	in the presence of	 	David Steven Levin as attorney for David Ryder
	 	 	 


 


	Witness:	 	 	 
	 	 	 	 
	Signature:	 	 	 
	 	 	 	 
	Name:	 	 	 
	 	 	 	 
	Address:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Occupation:	 	 	 


 




    - 17 - 


     


    

 


	EXECUTED as a deed by 

MIGUEL CARLOS CORRAL 	 	 
	in the presence of	 	Miguel Carlos Corral


 


	Witness:	 	 	 
	 	 	 	 
	Signature:	 	 	 
	 	 	 	 
	Name:	 	 	 
	 	 	 	 
	Address:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Occupation:	 	 	 


 




    - 18 - 


     


    

 


Junior Security Trustee


 


	EXECUTED as a deed by 
 MIGUEL CARLOS CORRAL	 	 
	in the presence of	 	Miguel Carlos Corral


 


	Witness:	 	 	 
	 	 	 	 
	Signature:	 	 	 
	 	 	 	 
	Name:	 	 	 
	 	 	 	 
	Address:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Occupation:	 	 	 


 




    - 19 -