Exhibit 10.4


 


EXECUTION
VERSION


 


	DATED	2015


 


INTER-CREDITOR
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)


 


	RPC	 
	Tower Bridge House	 
	St Katharine’s Way 

London	 
	E1W 1AA	Ref: SA01/GOD10.6


 



    	 



    	 



    







 


TABLE
OF CONTENTS


	 	 	 	 
	1.	DEFINITIONS
    AND INTERPRETATION	 	1
	2.	PRIORITIES	 	6
	3.	BORROWER
    AND GUARANTOR COVENANTS	 	8
	4.	SUBORDINATED
    CREDITORS AND JUNIOR SECURITY TRUSTEE COVENANTS	 	9
	5.	PERMITTED
    PAYMENTS	 	10
	6.	WAIVER
    AND AMENDMENTS OF DEBT DOCUMENTS	 	10
	7.	SUBORDINATION
    ON INSOLVENCY	 	11
	8.	TREATMENT
    OF DISTRIBUTIONS	 	12
	9.	PRESERVATION
    OF RIGHTS	 	13
	10.	CO-OPERATION
    BY BORROWER, THE GUARANTORS, THE SUBORDINATED CREDITORS AND THE JUNIOR SECURITY TRUSTEE	 	13
	11.	PRESERVATION
    OF SUBORDINATION	 	13
	12.	BOOK
    DEBTS, INSURANCE AND CUSTODY OF DOCUMENTS	 	15
	13.	SENIOR
    DEBT ENFORCEMENT	 	16
	14.	ENFORCEMENT
    BY THE SUBORDINATED CREDITORS AND/OR THE JUNIOR SECURITY TRUSTEE	 	16
	15.	INFORMATION
    BY SUBORDINATED CREDITOR	 	17
	16.	APPLICATION
    OF PROCEEDS	 	17
	17.	REFINANCING
    OF SENIOR DEBT	 	17
	18.	POWER
    OF ATTORNEY	 	18
	19.	EXPENSES	 	18
	20.	DURATION	 	20
	21.	RESTRICTIONS
    ON ASSIGNMENTS	 	20
	22.	BORROWER’S
    AND GUARANTOR’S ACKNOWLEDGEMENTS	 	21
	23.	ENDORSEMENT
    ON DEBT DOCUMENTS	 	21
	24.	REMEDIES,
    WAIVERS, AMENDMENTS AND CONSENTS	 	21
	25.	SEVERANCE	 	22
	26.	COUNTERPARTS	 	22
	27.	THIRD
    PARTY RIGHTS	 	23
	28.	PERPETUITY
    PERIOD	 	23
	29.	NOTICES	 	23
	30.	GOVERNING
    LAW AND JURISDICTION	 	24
	SCHEDULE
    1 - GUARANTORS	 	26
	SCHEDULE
    2 - SENIOR CREDITORS	 	27
	SCHEDULE
    3 - SUBORDINATED CREDITORS	 	28
	SCHEDULE
    4 - SENIOR DEBT DOCUMENTS	 	29
	SCHEDULE
    5 - JUNIOR DEBT DOCUMENTS	 	30


 






    	 



    	 



    

 


	THIS AGREEMENT is made on	2015


 


Between:



 


		(1)	ELECTRONIC
                                         CIGARETTES INTERNATIONAL GROUP, LTD., registered in the State of Nevada, USA under
                                         number C13461-2004 whose registered office is at 14200 Ironwood Drive, Grand Rapids,
                                         Michigan 49448, USA (Borrower).



 


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



 


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



 


		(4)	THE
                                         PERSONS whose details are set out at 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).



 


Background:



 


		(A)	The
                                         Senior Creditors have agreed to provide the Senior Debt, and the Subordinated Creditors
                                         have agreed to provide the Junior Debt, to the Borrower and/or the Guarantors (as applicable).
                                         The Junior Security Trustee acts as security agent and trustee for the Subordinated Creditors
                                         in respect of the Junior Security. The parties have agreed that the priority of their
                                         debts of the Creditors shall be as set out in this deed.



 


		(B)	The
                                         Borrower and the Guarantors have agreed to enter this deed to acknowledge its terms and
                                         to give certain covenants to the Creditors.



 


IT
IS AGREED as follows:


 


		1.	DEFINITIONS
                                         AND INTERPRETATION



 


		1.1	Definitions



 


The
following definitions apply in this deed.


 


Ancillary
Liabilities: in relation to the Senior Debt or the Junior Debt means:


 


		(a)	any
                                         refinancing, novation, refunding, restructuring, deferral or extension of any of those
                                         liabilities;



 


		(b)	any
                                         further advance which may be made under any agreement supplemental to the relevant facilities
                                         or credit agreement plus all interest, indemnities, fees and costs in connection therewith;



 


		(c)	any
                                         claim for damages or restitution in the event of rescission of any such liabilities or
                                         otherwise in connection with any relevant facilities or credit agreement;



 


		(d)	any
                                         claim against the Borrower and/or a Guarantor (and in relation to the Senior Debt, the
                                         Subordinated Creditors) flowing from any recovery by the Borrower and/or a Guarantor
                                         (and in relation to the Senior Debt, the Subordinated Creditor) of a payment or discharge
                                         in respect of those liabilities on the grounds of preference or otherwise; and



 



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		(e)	any
                                         amounts (including post-insolvency interest) which would be included in any of the above
                                         but for any discharge, non-provability, unenforceability or non-allowability of the same
                                         in any insolvency or other proceedings.



 


Business
Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.


 


Calm
Waters Credit Agreement: the credit agreement between (1) the Borrower and (2) Calm Waters Partnership dated on or about the
date of this deed.


 


Co-Investor
Credit Agreement: the credit agreement between (1) the Borrower, (2) Tiburon Opportunity Fund, L.P. as agent and (3) certain
other lenders signatory thereto dated on or about the date of this deed.


 


Creditors:
the Senior Creditors and the Subordinated Creditors (and the Junior Security Trustee acting as security agent and trustee
for the Subordinated Creditors) together, and Creditor means any of the Creditors.


 


Debt
Document: each of the Junior Debt Documents and the Senior Debt Documents.


 


Distressed
Disposal: a disposal of an asset of the Borrower or a Guarantor which is being effected as result of the enforcement of the
Senior Security and/or the Junior Security.


 


Enforcement
Date: the Business Day following the date on which a Creditor receives written notice from a Senior Creditor that a Senior
Creditor has taken action to:


 


		(a)	demand
                                         repayment, or payment, of any of the Liabilities secured by the Security constituted
                                         by any of its Security Documents;



 


		(b)	enforce
                                         any of the Security constituted by any of its Security Documents; or



 


		(c)	take
                                         possession of any asset subject to any of the Security constituted by any of its Security
                                         Documents.



 


FINBG:
FIN Branding Group, LLC, an Illinois corporation with number 03606309.


 


First
Variation Deed: the variation deed, dated 3 October 2014, between the parties to, and for the purpose of amending, the Share
Purchase Agreement.


 


HIAC:
Hardwire Interactive Acquisition Company, a Delaware corporation with number 5543781.


 


Insolvency:
in respect of any person means:


 


		(a)	that
                                         person’s bankruptcy, dissolution, liquidation, winding-up or administration, an
                                         application is made/or an interim order in respect of that person or that person entering, into
                                         any voluntary arrangement or composition with creditors;



 


		(b)	the
                                         appointment of a receiver or administrative receiver in respect of all or part of the
                                         person’s asset; and



 


		(c)	any
                                         event having a similar effect under the laws of any relevant jurisdiction, and the term
                                         Insolvent shall be interpreted accordingly.



 



    	 	- 2 -	



    	 



    




 


Junior
Debt: all Liabilities which are or may become payable or owing by the Borrower and/or the Guarantors to any of the Subordinated
Parties under the Junior Debt Documents, or otherwise, together with all Ancillary Liabilities relating thereto.


 


Junior
Debt Document: any document referred to in Schedule 5.


 


Junior
Loan Notes: Secured Loan Notes 2014, in the aggregate principal amount of US$11,000,000, issued by the Borrower to the Subordinated
Creditors on 22 April 2014.


 


Junior
Loan Note Instrument: the instrument dated 22 April 2014 (as amended by the First Variation Deed and the Second Variation
Deed) pursuant to which the Junior Loan Notes are, or are to be, constituted.


 


Junior
Security Document: any document referred to in Part 2 of Schedule 5 and any document under which Security is taken pursuant
thereto and any other document under which Security is created, whether at the date of this deed or at any later date, which secures
any of the Junior Debt and is permitted to be taken pursuant to this deed.


 


Junior
Security: any Security in favour of any or all of the Subordinated Parties created by a Junior Security
Document.


 


Liabilities:
all present or future monies, obligations or liabilities, whether actual or contingent and whether owed jointly or severally,
as principal or surety and/or in any other capacity.


 


Losses:
all losses (including loss, of profit), claims, demands, actions, proceedings, damages and other payments, costs, charges,
expenses and other liabilities of any kind.


 


Permitted
Payment: any payment of amounts owing to the Subordinated Parties permitted under clause 5.1 of this deed.


 


Potential
Event of Default: in respect of a Debt Document, any event or circumstance which would (with the expiry of a grace period,
the giving of notice, the making of any determination under the Debt Document, the fulfilment of any other condition or any combination
of any of the foregoing) be an Event of Default (as that term is defined under the relevant Debt Document).


 


Receiver:
a receiver, receiver and manager or administrative receiver appointed by the Senior Creditor pursuant to the provisions of
its Security Documents.


 


Registration
Rights Agreement: the registration rights agreement dated 22 April 2014 between the Borrower and each of the Subordinated
Creditors.


 


Right:
any Security or other right or benefit whether arising by set-off, counterclaim, subrogation, indemnity, proof in liquidation
or otherwise and whether from contribution or otherwise.


 


Second
Variation Deed: the variation deed, dated on or about the date of this deed, between the parties to, and for the purpose of
varying, the Junior Loan Note Instrument and the Share Purchase Agreement.


 


Security
Document: any Senior Security Document and any Junior Security Document.


 


Security:
any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, assignment by way of security or other
security interest securing any obligation of any person, or any other agreement or arrangement having a similar effect.


 



    	 	- 3 -	



    	 



    




 


Senior
Credit Agreements: the Calm Waters Credit Agreement and the Co-Investor Credit Agreement.


 


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 together with all Ancillary Liabilities relating thereto.


 


Senior
Debt Document: any document referred to in Schedule 2.


 


Senior
Discharge Date: the date, as determined by the Senior Creditors, on which all Senior Debt has been unconditionally and irrevocably
paid and discharged in full to the satisfaction of the Senior Creditors, whether or not by enforcement and on which no commitment
is in force under the Senior Debt Documents.


 


Senior
Security Document: any document referred to in Part 2 of Schedule 4 and any document under which Security is taken pursuant
thereto and any other document under which Security is created, whether at the date of this deed or at any later date, which secures
any of the Senior Debt.


 


Senior
Security: any Security in favour of the Senior Creditors created by a Senior Security Document.


 


Share
Purchase Agreement: the share purchase agreement dated 22 April 2014 (as varied by the First Variation Deed and the Second
Variation Deed) between the Borrower and the Subordinated Creditors, pursuant to which, inter alia, the Borrower acquired the
entire issued share capital of Must Have Limited from the Subordinated Creditors.


 


Subordinated
Parties: the Subordinated Creditors and the Junior Security Trustee and a Subordinated Party means any of the Subordinated
Parties.


 


Subsidiary:
a subsidiary undertaking within the meaning of section 1162 of the Companies act 2006.


 


VCIG:
VCIG LLC, a Delaware corporation with number 5477751.


 


VEC:
Victory Electronic Cigarettes, Inc., a Nevada corporation with number E0117932013-0.


 


		1.2	Interpretation



 


In
this deed:


 


		1.2.1	clause,
                                         Schedule and paragraph headings shall not affect the interpretation of this deed;



 


		1.2.2	a
                                         reference to a person shall include a reference to an individual, firm,
                                         company, corporation, partnership, unincorporated body of persons, government, state
                                         or agency of a state or any association, trust, joint venture or consortium (whether
                                         or not having separate legal personality) and that person’s personal representatives,
                                         successors, permitted assigns and permitted transferees;



 


		1.2.3	unless
                                         the context otherwise requires, words in the singular shall



 


		1.2.4	include
                                         the plural and in the plural shall include the singular;



 



    	 	- 4 -	



    	 



    




 


		1.2.5	unless
                                         the context otherwise requires, a reference to one gender shall include a reference to
                                         the other genders;



 


		1.2.6	a
                                         reference to a party shall include that party’s successors, permitted assigns and
                                         permitted transferees;



 


		1.2.7	a
                                         reference to a statute or statutory provision is a reference to it as amended, extended
                                         or re-enacted from time to time;



 


		1.2.8	a
                                         reference to a statute or statutory provision shall include all subordinate legislation
                                         made from time to time under that statute or statutory provision;



 


		1.2.9	a
                                         reference to writing or written includes fax and e-mail;



 


		1.2.10	an
                                         obligation on a party not to do something includes an obligation not to allow that thing
                                         to be done;



 


		1.2.11	a
reference to this deed (or any provision of it) or to any other agreement or document referred to in this deed is a
reference to this deed, that provision or such other agreement or document as amended (in each case, other than in breach of the
provisions of this deed) from time to time;



 


		1.2.12	unless
                                         the context otherwise requires, a reference to a clause or Schedule is to a clause of,
                                         or Schedule to, this deed and a reference to a paragraph is to a paragraph of the relevant
                                         Schedule;



 


		1.2.13	any
                                         words following the terms including, include, in particular, for example or any
                                         similar expression shall be construed as illustrative and shall not limit the sense of
                                         the words, description, definition, phrase or term preceding those terms;



 


		1.2.14	a
                                         reference to an amendment includes a novation, re-enactment, supplement or variation
                                         (and amended shall be construed accordingly);



 


		1.2.15	a
                                         reference to assets includes present and future properties, undertakings, revenues,
                                         rights and benefits of every description; and



 


		1.2.16	a
                                         reference to determines or determined means, unless the contrary is indicated,
                                         a determination made at the absolute discretion of the person making it.



 


		1.3	Schedules



 


The
Schedules form part of this deed and shall have effect as if set out in full in the body of this deed. Any reference to this deed
includes the Schedules.


 


		1.4	Clawback



 


If
a Senior Creditor considers that an amount paid in respect of the Senior Debt is capable of being avoided or otherwise set aside
on the liquidation or administration of the Borrower, a Guarantor or otherwise, then that amount shall not be considered to have
been irrevocably paid for the purposes of this deed.


 



    	 	- 5 -	



    	 



    




 


		2.	PRIORITIES



 


		2.1	Senior
                                         Creditor consent to Junior Security



 


Each
Senior Creditor:


 


		2.1.1	consents
                                         to the creation or subsistence (as appropriate) of the Junior Security and the Junior
                                         Debt under the Junior Debt Documents; and



 


		2.1.2	confirms
                                         that the creation or subsistence of the Junior Security and/or the Junior Debt under
                                         the Junior Debt Documents do not constitute a default by the Borrower or Guarantors under
                                         any of the Senior Debt Documents.



 


		2.2	Subordinated
                                         Parties consent to Senior Security



 


Each
of the Subordinated Parties;


 


		2.2.1	consents
                                         to the creation of the Senior Security; and



 


		2.2.2	confirms
                                         that the creation or subsistence of the Senior Security does not constitute a default
                                         by the Borrower or Guarantors under any of the Junior Debt Documents.



 


		2.3	Ranking
                                         and subordination of debt



 


Each
of the parties agree that:


 


		2.3.1	each
                                         liability comprising the Senior Debt shall rank pari passu with each other liability
                                         comprising the Senior Debt without any preference between such liabilities.



 


		2.3.2	the
                                         Senior Debt ranks and shall rank in priority to the Junior Debt in all respects;



 


		2.3.3	the
                                         Junior Debt is and shall be subordinated to, the Senior Debt; and



 


		2.3.4	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.



 


		2.4	Ranking
                                         and subordination of security



 


Each
of the parties agree that:


 


		2.4.1	all
                                         Senior Security shall be available in support of all Senior Debt.



 


		2.4.2	the
                                         Senior Security shall rank in priority to the Junior Security; and



 


		2.4.3	the
                                         Junior Security is and shall be subordinated to, and rank after, the Senior Security.



 


		2.5	Monies
                                         received by Subordinated Party



 


If
before the Senior Discharge Date:


 


		2.5.1	any
                                         Subordinated Party receives a payment or distribution in cash or in any other form in
                                         respect of, or on account of the Junior Debt from the Borrower or a Guarantor or any
                                         other source;



 


		2.5.2	any
                                         Subordinated Party receives the proceeds of any enforcement of any security, or payment
                                         under any guarantee, for any Junior Debt; or



 



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		2.5.3	the
                                         Borrower or a Guarantor makes any payment or distribution in cash or in any other form
                                         on account of the purchase or other acquisition of any of the Junior Debt, in each case
                                         in contravention of this deed (and, for the avoidance of doubt, this clause shall not
                                         apply to any Permitted Payment), the relevant Subordinated Party shall forthwith pay
                                         any and all such amounts to the Senior Creditors for application against the Senior Debt
                                         and until it does so shall hold all such amounts on trust for the Senior Creditors.



 


		2.6	Non-permitted
                                         set-off



 


If,
for any reason, the Junior Debt is discharged in whole or in part by set-off in contravention of this deed, the Subordinated Creditors
will forthwith pay an amount equal to the amount of the Junior Debt discharged by the set-off to the Senior Creditors for application
against the Senior Debt.


 


		2.7	Failure
                                         of trust



 


If
for any reason, a trust in favour of, or a holding of property for, the Senior Creditors under this deed is invalid or unenforceable,
the Subordinated Creditors shall pay and deliver to the Senior Creditors in cash or in kind an amount (or, if in kind, a value)
equal to the payment, receipt or recovery which it would otherwise have been bound to hold in trust for, or as property of, the
Senior Creditors.


 


		2.8	Continuing
                                         status of security



 


Nothing
in this deed shall affect the status of the Security Documents as continuing security, nor shall the ranking of the Security in
clause 2.4 be affected by any act, omission, transaction, limitation, matter, thing or circumstance whatsoever which but for this
provision might operate to affect the relative priorities of the Security constituted by the Security Documents, including, but
not limited to:


 


		2.8.1	the
                                         nature of the Security constituted by the Security Documents and the order of their execution
                                         or registration;



 


		2.8.2	any
                                         provision contained in any of the Security Documents;



 


		2.8.3	the,
                                         respective date (or dates) on which any person received notice of the existence or creation
                                         of any Security constituted by any Security Document;



 


		2.8.4	the
                                         respective date (or dates) on which monies may be, or have been, advanced or become owing
                                         or payable under a Debt Document or secured under a Security Document;



 


		2.8.5	any
                                         fluctuation from time to time in the amount of Liabilities secured by a Security Document
                                         and in particular, without limitation, any reduction to nil of the Liabilities so secured;



 


		2.8.6	the
                                         existence at any time of a credit balance on any current or other account of the Borrower
                                         or a Guarantor;



 


		2.8.7	the
                                         appointment of any liquidator, Receiver, administrator or other similar officer either
                                         in respect of the Borrower or a Guarantor or over all or any part of the Borrower’s
                                         or a Guarantor’s assets (as applicable); and/or



 


		2.8.8	any
                                         amendment or supplement to, or variation of, any Debt Document.



 



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		2.9	Invalidity
                                         of security



 


If
all or any of the Senior Security or Junior Security:


 


		2.9.1	is
                                         released; or



 


		2.9.2	is
                                         or becomes wholly or partly invalid or unenforceable,



 


the
Senior Creditors or Subordinated Creditors (respectively) shall bear the resulting loss and shall not be entitled to share in
monies derived from assets over which it has no effective security.


 


		2.10	No
                                         challenge to security



 


No
Creditor shall challenge or question:


 


		2.10.1	the
                                         validity or enforceability of any Security constituted by a Security Document;



 


		2.10.2	the
                                         nature of any Security constituted by a Security Document; or



 


		2.10.3	without
                                         prejudice to the generality of the foregoing, whether any Security constituted by a Security
                                         Document is fixed or floating.



 


		2.11	Conflict
                                         with provision in Debt Documents



 


The
parties agree that if there is an inconsistency between any of the provisions of this deed and the provisions of a Debt Document,
the provisions of this deed shall prevail.


 


		3.	BORROWER
                                         AND GUARANTOR COVENANTS



 


		3.1	Borrower
                                         and Guarantor covenants



 


So
long as the Senior Debt is outstanding, neither the Borrower nor a Guarantor shall, and each shall procure that none of its Subsidiaries
shall (in each case, except as the Senior Creditors have previously consented to in writing):


 


		3.1.1	make
                                         a loan or provide credit to the Subordinated Creditors;



 


		3.1.2	pay
                                         or repay, or make any distribution in respect of, or purchase or acquire, any of the
                                         Junior Debt in cash or kind;



 


		3.1.3	purchase
                                         or acquire, or permit any Subsidiary to purchase or acquire, any of the Junior Debt;



 


		3.1.4	permit
                                         any Subsidiary to purchase or acquire any of the Junior Debt;



 


		3.1.5	exercise
                                         any right of set-off against the Junior Debt;



 


		3.1.6	create,
                                         subsist, or allow to exist, any Security (other than Junior Security) over any of its
                                         assets for, or any guarantee for or in respect of, any of the Junior Debt or in respect
                                         of a loan or credit provided to the Subordinated Creditors by another person;



 


		3.1.7	amend,
                                         waive or release any term of the Junior Debt Documents;



 


		3.1.8	vary
                                         the Junior Debt Documents; or



 


		3.1.9	take,
                                         or omit to take, any action which may impair the ranking or the subordination set out
                                         in this deed.



 


Provided
that the provisions of this clause 3.1 shall not apply to any Permitted Payment.




 



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	4.	SUBORDINATED CREDITORS
    AND JUNIOR SECURITY TRUSTEE COVENANTS
	 	 
	4.1	No payment, Security
    or guarantee 
	 	 
	 	Each Subordinated Creditor
    and the Junior Security Trustee covenants with the Senior Creditors that, so long as the Senior Debt is outstanding, it shall
    not (except with the prior consent of the Senior Creditors):
	 	 
	 	4.1.1	demand payment, prepayment or repayment
    of, or any distribution in respect of (or  on account of) any of the Junior Debt in cash or in kind from the Borrower
    or a Guarantor or any other source or apply any money or property in discharge of any Junior Debt;
	 	 	 
	 	4.1.2	receive payment of, or any distribution
    in respect of (or an account of) any of the Junior Debt in cash or in kind from the Borrower or a Guarantor or any other source
    or apply any money or property in discharge of any Junior Debt;
	 	 	 
	 	4.1.3	discharge any of the Junior Debt by
    set-off;
	 	 	 
	 	4.1.4	allow to exist or subsist or receive
    the benefit of any Security, guarantee, indemnity or other assurance against financial loss for, or in respect of, or receive
    the benefit of any guarantee, from any person in respect of the Junior Debt (other than Junior Security);
	 	 	 
	 	4.1.5	take, or omit to take, any action which
    may impair the ranking or the subordination set out in this deed;
	 	 	 
	 	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 contemplated by this deed;
	 	 	 
	 	4.1.7	accelerate any of the Junior Debt or
    otherwise declare any of the Junior Debt prematurely payable (other than in accordance with clause 14 of this deed);
	 	 	 
	 	4.1.8	either alone or in conjunction with
    any other person, commence or take any action against the Borrower or a Guarantor for the enforcement of, or in connection
    with, any Junior Debt Document (including for the payment of any amount thereunder) or for the termination thereof (other
    than in accordance with clause 14 of this deed);
	 	 	 
	 	4.1.9	take any step, or support any step,
    which may lead to the Insolvency of the Borrower or a Guarantor (other than in accordance with clause 14 of this deed); and/or
	 	 	 
	 	4.1.10	otherwise exercise any remedy for the
recovery or enforcement of the Junior Debt.
	 	 	 
	 	Provided that the provisions of this clause 4.1 shall not apply to any Permitted
    Payment,
	 	 	 
	4.2	No set-off 
	 	 
	 	Each of the Subordinated
    Parties shall not claim any right of set-off, abatement or any other extinction or reduction in respect of any liability which
    it has to the Borrower or any Guarantor.


 






    	- 9 -



    	 



    

 





	 	 
	4.3	No other arrangements
    
	 	 
	 	Each of the Subordinated
    Parties shall not make any arrangement which would place, or which aims to place, the Subordinated Creditors in a position
    similar to that in which it would be if:
	 	 
	 	4.3.1	it had received a payment
    in respect of the Junior Debt (other than a Permitted Payment); or
	 	 	 
	 	4.3.2	the Junior Debt had been secured by
    Security (other than the Junior Security).
	 	 	 
	4.4	No Security
	 	 
	 	Nothing in clause 2 or
    this clause 4 shall create, or be deemed to create, Security.
	 	 
	5.	PERMITTED PAYMENTS
	 	 
	5.1	The Borrower (or a Guarantor,
    in discharge of the obligations of the Borrower) may, subject to clause 5.2:
	 	 	 
	 	5.1.1	make each payment of interest, and
    all amounts relating to interest, on the Junior Loan Notes on the relevant due date; and/or
	 	 	 
	 	5.1.2	make each scheduled repayment of principal
    of the Junior Loan Notes (excluding, for avoidance of doubt, any voluntary early repayment) in accordance with the Junior
    Loan Note Instrument; and/or
	 	 	 
	 	5.1.3	make any payments in respect of the
    Initial Consideration and Earn-out Consideration (in each case, as defined in the Share Purchase Agreement) due to the Subordinated
    Creditors pursuant to the Share Purchase Agreement.
	 	 	 
	5.2	The payments permitted
    by clause 5.1 may only be made if;
	 	 	 
	 	5.2.1	no step has been taken to enforce any
    Senior Security or Junior Security;
	 	 	 
	 	5.2.2	no event of default, other termination
    event or Potential Event of Default has occurred, is continuing and has not been remedied or waived in respect of any Senior
    Debt Document or would occur as result of the making of the relevant payments; and
	 	 	 
	 	5.2.3	no step has been taken for the winding
    up, dissolution, administration or reorganisation of the Borrower and/or a Guarantor or the appointment of a liquidator, Receiver,
    administrator or other similar officer of the Borrower and/or a Guarantor or any of the assets of the Borrower and/or a Guarantor.
	 	 	 
	6.	WAIVER AND AMENDMENTS
    OF DEBT DOCUMENTS
	 	 
	6.1	No waiver or amendments
    of Junior Debt Documents 
	 	 
	 	Without prejudice to the
    generality of the provisions of clauses 3 and 4, neither the Borrower, any Guarantor nor any Subordinated Party shall agree
    any modification, waiver or amendment to, or make any other agreement affecting, any Junior Debt Document which would:
	 	 
	 	6.1.1	increase the margin or change the basis
    on which the interest payable is calculated under a Junior Debt Document;







 






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	 	6.1.2	increase the commitments
    of the Subordinated Creditors under any Junior Debt Document; or
	 	 	 
	 	6.1.3	amend or vary the gross-up
    or substitute basis provisions in a Junior Debt Document,
	 	 	 
	6.2	No waiver or amendments
    of Senior Debt Documents 
	 	 
	 	Without prejudice to the
    generality of the provisions of clauses 3 and 4, neither the Borrower, any Guarantor nor any Senior Creditor shall agree any
    modification, waiver or amendment to, or make any other agreement affecting, any Senior Debt Document which would:
	 	 
	 	6.2.1	increase the amount of
    interest payable under a Senior Debt Document in excess of  the amount payable under the Senior Credit Agreement
    on the occurrence and continuance of an Event of Default (as defined in the Senior Credit Agreement); or
	 	 	 
	 	6.2.2	extend the Maturity Date
    (as defined in the Senior Credit Agreement) by more than six months or increase the principal amount of the Senior Debt payable
    to the Senior Creditors under the Senior Credit Agreement.
	 	 	 
	7.	SUBORDINATION ON INSOLVENCY
	 	 
	 	Until the Senior Discharge
    Date, if the Borrower and/or a Guarantor becomes Insolvent, the following provisions shall apply:
	 	 
	 	7.1.1	the Junior Debt shall be
    postponed and subordinated in right of payment to the Senior Debt
	 	 	 
	 	7.1.2	no Subordinated Party shall
    take any action in respect of the Junior Debt except with the consent and on the direction of the Senior Creditors (other
    than in accordance with clause 14 of this deed);
	 	 	 
	 	7.1.3	the Senior Creditors may,
    and are irrevocably authorised on behalf of the Subordinated Parties to:
	 	 	 
	 	 	(a)	claim, enforce and prove for the Junior
    Debt;
	 	 	 	 
	 	 	(b)	file claims and proofs, give receipts
    and take all such proceedings and do all such things as the Senior Creditors see fit to recover the Junior Debt;
	 	 	 	 
	 	 	(c)	receive all distributions on the Junior
    Debt for application towards the Senior Debt; and/or
	 	 	 	 
	 	 	(d)	hold all monies received by them under
    clause 7 in a suspense account and shall, as soon as it is reasonably apparent to them that the Senior Debt will not be fully
    discharged, apply them in reduction of the Senior Debt or otherwise.
	 	 	 
	 	7.1.4	if and to the extent that
    the Senior Creditors are not entitled to, or do not wish to, claim, enforce, prove, file claims or proofs, or take proceedings
    for the Junior Debt, the Subordinated Parties shall do so in good time as requested by the Senior Creditors acting in accordance
    with the instructions of the Senior Creditors;


 









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	 	7.1.5	the Subordinated Parties
    shall:
	 	 	 	 
	 	 	(a)	hold any payment or distribution in
    cash or in kind received or receivable by it in respect of the Junior Debt (other than any Permitted Payment received) from
    the Borrower and/or a Guarantor or its estate or from any other source on trust for the Senior Creditors; and
	 	 	 	 
	 	 	(b)	upon demand promptly pay and transfer
    any such payment to the Senior Creditors for application against the Senior Debt;
	 	 	 	 
	 	7.1.6	the trustee in bankruptcy,
    liquidator, Receiver, assignee or other person distributing the, assets of the Borrower and/or a Guarantor or their proceeds
    is directed to pay distributions on the Junior Debt direct to the Senior Creditors until the Senior Debt is irrevocably paid
    in full and each Subordinated Party shall give all such directions and/or instructions as the Senior Creditors may reasonably
    require to give effect to this sub-clause;
	 	 	 	 
	 	7.1.7	the Senior Creditors may
    (and are hereby irrevocably authorised to) exercise all powers of convening meetings, voting and representation in respect
    of the Junior Debt and the Subordinated Parties shall provide the Senior Creditors with all necessary forms of proxy and of
    representation; and
	 	 	 	 
	 	7.1.8	if and to the extent that
    the Senior Creditors are not entitled to exercise a power conferred by this clause 7, the Subordinated Parties:
	 	 	 	 
	 	 	(a)	shall exercise the power as the Senior
    Creditors direct; and
	 	 	 	 
	 	 	(b)	shall not exercise any power so, as
    to impair this subordination.
	 	 	 	 
	8.	TREATMENT OF DISTRIBUTIONS
	 	 	 	 
	8.1	Realisation of distribution
	 	 	 	 
	 	8.1.1	If any Senior Creditor receives any distribution otherwise than in cash in respect of the Junior Debt from the Borrower, a Guarantor or any other source, such Senior Creditor may realise the distribution as it sees fit and the Senior Debt shall not be deemed reduced by the distribution until and except to the extent that the realisation proceeds are applied towards the Senior Debt.
	 	 	 	 
	 	8.1.2	Each Subordinated Party will at its own expense do all such things as the Senior Creditors may require as being necessary or desirable to transfer to the Senior Creditors all payments and distributions which must be turned over or held in trust for the Senior Creditors, including endorsements and execution of formal transfers, and will pay all costs and stamp duties in connection therewith,
	 	 	 	 
	8.2	Currency exchange 
	 	 	 	 
	 	If the Senior Creditors
    receive any payment required to be paid by a Subordinated Creditor under this deed or paid in respect of the Junior Debt in
    a currency other than the currency of the Senior Debt, such Senior Creditors may convert the currency received into the currency
    of the Senior Debt at a prevailing market rate of exchange and the Senior Debt shall not be deemed reduced by the payment
    until and except to the extent that the proceeds of conversion are applied toward the Senior Debt.


 









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	9.	PRESERVATION OF RIGHTS
	 	 	 
	9.1	No waiver of rights
	 	 	 
	 	No delay in exercising
    rights and remedies in respect of the Senior Debt or the Junior Debt, or the Senior Security or the Junior Security, because
    of any term of this deed postponing, restricting or preventing such exercise shall operate as a waiver of any of those rights
    and remedies.
	 	 	 
	9.2	Junior Debt remains
    due and payable 
	 	 
	 	The Junior Debt shall remain
    owing, or due and payable, from the Borrower and/or a Guarantor, and interest and default interest will accrue on missed payments
    in accordance with the terms of the Junior Debt Documents, despite any term of this deed that might postpone, subordinate
    or prevent payment of the Junior Debt.
	 	 
	10.	CO-OPERATION BY BORROWER,
    THE GUARANTORS, THE SUBORDINATED CREDITORS AND THE JUNIOR SECURITY TRUSTEE 
	 	 
	10.1	Co-operation by Borrower,
    the Guarantors, the Subordinated Creditors and the Junior Security Trustee
	 	 
	 	The Senior Creditors may
    require the Borrower, a Guarantor, the Subordinated Creditors and/or the Junior Security Trustee, either jointly or severally,
    to sign any document and take any steps to protect or give effect to any of the Senior Creditors’ rights under this
    deed, or any similar or related purpose.
	 	 
	11.	PRESERVATION OF SUBORDINATION
	 	 
	11.1	Continuing subordination
	 	 
	 	The subordination and priority
    provisions in this deed constitute continuing subordination and priority arrangements and benefit the ultimate balance of
    the Senior Debt, regardless of any intermediate payment or discharge of the Senior Debt in whole or in part.
	 	 
	11.2	Waiver of defences
	 	 
	 	The subordination and priority
    arrangements in this deed and the obligations of the Subordinated Creditors and the Junior Security Trustee under this deed
    will not be affected by any act, omission, matter or thing which but for this provision, might operate to reduce, release
    or prejudice the subordination or any of those obligations in whole or in part, including (without limitation and whether
    or not known to any party):
	 	 
	 	11.2.1	any variation, extension, discharge,
    compromise, dealing with, exchange or renewal of any right or remedy which a Creditor and/or the Junior Security Trustee may
    now, or after the date of this deed, have from or against the Borrower, a Guarantor or any other person;
	 	 	 
	 	11.2.2	any grant of time, waiver or indulgence
    granted to or composition with the Borrower, a Guarantor or any other person;
	 	 	 
	 	11.2.3	any act or omission by a Creditor and/or
    the Junior Security Trustee or any other person in varying, compromising, exchanging, renewing, releasing, taking up, perfecting
    or enforcing or any right, any Security, indemnity, or guarantee or any other security interest from or against the Borrower,
    a Guarantor or any other person or any non-presentation or non-observance of any formality or other requirement in respect
    of any instruments or any failure to realise the full value of any security;


 



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	 	11.2.4	any termination, amendment, variation, novation or supplement of or to any Debt Document;
	 	 	 
	 	11.2.5	any Insolvency, bankruptcy, liquidation, administration, winding up, incapacity, limitation, disability, discharge by operation of law, or similar proceedings or any change in the constitution, name or style of or in relation to the Borrower, a Guarantor or any other person;
	 	 	 
	 	11.2.6	the release of the Borrower, a Guarantor or any other, person under the terms of any composition or arrangement;
	 	 	 
	 	11.2.7	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Borrower, a Guarantor or any other person;
	 	 	 
	 	11.2.8	any amendment (however fundamental) or replacement of a Debt Document or any other document or security;
	 	 	 
	 	11.2.9	any invalidity, illegality, unenforceability, irregularity or frustration of any actual or purported obligation of, or Security held from, the Borrower, a Guarantor or any other person under any Debt Document or any other document or security; and/or
	 	 	 
	 	11.2.10	any claim or enforcement of payment from the Borrower, a Guarantor or any other person. 
	 	 	 
	11.3	Immediate recourse
	 	 
	 	Each of the Subordinated Creditors and the Junior Security Trustee waives any right it may have to require the Senior Creditors (or any trustee or agent on its behalf) to:
	 	 	 
	 	11.3.1	take any action or obtain judgment in any court against the Borrower, a Guarantor or any other person;
	 	 	 
	 	11.3.2	make or file any claim in a bankruptcy, liquidation, administration or Insolvency of the Borrower, a Guarantor or any other person; or
	 	 	 
	 	11.3.3	proceed against, make, demand, enforce or seek to enforce any claim, security, right or remedy against the Borrower, a Guarantor or any other person,
	 	 	 
	 	11.3.4	to proceed against or enforce any other rights or security or claim payment from any person before claiming the benefit of this subordination, of the security conferred by the Security Documents or of the obligations of the Subordinated Creditors or the Junior Security Trustee under this deed. The Senior Creditors (or any trustee or agent on their behalf) may refrain from applying or enforcing any money, rights or security.



   



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	11.4	Non-competition
	 	 
	 	Each of the Subordinated Creditor and the Junior Security Trustee warrants to the Senior Creditors that it has not taken or received, and shall not take, exercise or receive the benefit of any Right from or against the Borrower, a Guarantor or a liquidator or administrator of the Borrower or a Guarantor or any other person in connection with any liability of, or payment by, the Subordinated Creditors or the Junior Security Trustee under this deed but:







	 	 	 	 
	 	11.4.1	if any such Right is taken,
    exercised or received by the Subordinated Creditors or the Junior Security Trustee, that Right and all monies at any time
    received or held in respect of that Right shall be held by the Subordinated Creditors and/or the Junior Security Trustee on
    trust for the Senior Creditors for application in or towards the discharge of the Senior Debt; and
	 	 	 
	 	11.4.2	on demand by the Senior
    Creditors, each of the Subordinated Creditors and the Junior Security Trustee shall promptly transfer, assign or pay to the
    Senior Creditors all Rights and all monies from time to time held on trust by the Subordinated Creditors and/or the Junior
    Security Trustee under this clause 11.4.
	 	 	 
	12.	BOOK DEBTS, INSURANCE
    AND CUSTODY OF DOCUMENTS
	 	 
	12.1	Book debts
	 	 
	 	Notwithstanding the terms
    of any charge over book or other debts contained in any Security Document, and any covenant by the Borrower or a Guarantor
    to pay those debts into any particular account, the parties agree that:
	 	 
	 	12.1.1	the Borrower and/or a Guarantor
    (as applicable) shall not be deemed to be in breach of any such covenant so long as it complies with any such covenant in
    the Senior Debt Documents;
	 	 	 
	 	12.1.2	the Senior Creditors may
    credit any payments received by a Senior Creditor in respect of book and other debts to any account of the Borrower or a Guarantor
    with the Senior Creditors; and
	 	 	 
	 	12.1.3	the Senior Creditors may,
    in respect of any credit balances on any of the Borrower’s or a Guarantor’s accounts, notwithstanding any charge
    over those credit balances created by any Junior Security Document:
	 	 	 
	 	 	(a)	permit the Borrower and/or a Guarantor
    to draw on any credit balance and otherwise permit any such account to continue to be operated as a current account; and
	 	 	 	 
	 	 	(b)	to the extent permitted by the relevant
    Senior Debt Document, exercise any right of set-off or combination it may have against any account of the Borrower and/or
    a Guarantor without regard to the other provisions of this deed or any Junior Debt Document.
	 	 	 	 
	12.2	Insurance
	 	 
	 	The Senior Creditors may
    require the Borrower and/or a Guarantor to insure its assets and, prior to the Enforcement Date, apply any monies received
    or recovered in respect of any claim under any relevant insurance policy in accordance with the terms of the Senior Debt Documents
    or such other insurance provisions in the Debt Documents as the Senior Creditors may select. The Creditors acknowledge that
    the Borrower’s or the Guarantor’s (as applicable) compliance with the insurance obligations so selected shall
    be a full discharge by the Borrower or such Guarantor (as applicable) of its insurance obligations under the Debt Documents.
	 	 
	12.3	Title documents
	 	 
	 	The Senior Creditors
    shall     be entitled, but not obliged, to hold each title or other document relating to any asset subject to Senior
    Security. The Subordinated     Parties may inspect any such documents provided it gives reasonable prior written notice to
    the Senior Creditors.


 






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	13.	SENIOR DEBT ENFORCEMENT
	 	 
	13.1	Co-operation by Subordinated
    Creditors and Junior Security Trustee
	 	 
	 	The Subordinated Creditors
    and Junior Security Trustee will, at the request of the Senior Creditors or any Receiver appointed by the Senior Creditors,
    join in such documents or otherwise take such action as may be reasonably required by the Senior Creditors or such Receiver
    to facilitate the disposal of any asset subject to Senior Security whether or not there will be any balance of proceeds available
    for the Subordinated Creditors and/or Junior Security Trustee arising from that disposal.
	 	 
	13.2	Distressed Disposal
	 	 
	 	If a Distressed Disposal is being effected, the Senior Creditors are irrevocably authorised by the parties
hereto to release the Senior Security and/or the Junior Security over the asset and/or to execute and deliver or enter into any
release of that Security that may, in the discretion of the Senior Creditors, be considered necessary or desirable in order to
effect the Distressed Disposal.
	 	 
	14.	ENFORCEMENT BY THE SUBORDINATED
    CREDITORS AND/OR THE JUNIOR SECURITY TRUSTEE
	 	 
	14.1	Subject to clause 14.2
    below, until the Senior Discharge Date, unless the Senior Creditors have previously consented in writing, none of the Subordinated
    Creditors or the Junior Security Trustee shall:
	 	 
	 	14.1.1	accelerate any of the Junior Debt or
    otherwise declare any of the Junior Debt prematurely payable on an event of default or otherwise;
	 	 	 
	 	14.1.2	enforce the Junior Debt by execution
    or otherwise; or
	 	 	 
	 	14.1.3	initiate or support or take any steps
    with a view to any Insolvency, liquidation, reorganisation, administration or dissolution proceedings or any voluntary arrangement
    or assignment for the benefit of creditors or any similar proceedings involving the Borrower, whether by petition, filing
    or service of a notice, convening a meeting, voting for a resolution or otherwise.
	 	 	 
	14.2	The restrictions in
    clause     14.1 will not apply to the Subordinated Creditor or the Junior Security Trustee if an Event of Default as defined
    in the Junior     Document has occurred (a Junior Default) and:
	 	 
	 	14.2.1	the Senior Creditors have received
    notice of the Junior Default from the Subordinated Parties (or any of them); and
	 	 	 
	 	14.2.2	a period of not less than 180 days
    has passed from the date of the notice of the relevant Junior Default (Junior Standstill Period); and
	 	 	 
	 	14.2.3	at the end of the relevant Junior Standstill
    Period, the relevant Junior Default is continuing and has not been waived by the Subordinated Parties; and
	 	 	 
	 	14.2.4	the Senior Creditors have not taken
    any steps to enforce the security conferred by the Senior Security Documents (or any of them).


 



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	15.	INFORMATION BY SUBORDINATED CREDITOR
	 	 	 
	15.1	Defaults
	 	 	 
	 	Each Subordinated Party
    will, promptly upon becoming aware of the same, notify the Senior Creditors of the occurrence of any event of default or potential
    event of default (howsoever described) or mandatory prepayment event or other event entitling that Subordinated Party to demand
    prepayment or repayment of any Junior Debt prior to its specified maturity under the Junior Debt Documents.
	 	 
	15.2	Amounts of debt
	 	 	 
	 	Each Subordinated Party
    will on the written request by the Senior Creditors notify the Senior Creditors in writing of details of the amount of the
    Junior Debt.
	 	 
	16.	APPLICATION OF PROCEEDS
	 	 	 
	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;
	 	 	 
	 	16.1.2	second, once the Senior Debt has been
    fully discharged, in or towards discharge of the Junior Debt; and
	 	 	 
	 	16.1.3	third, after the Junior Debt has been
    fully discharged, to the Borrower, the Guarantors or any other person entitled to it.
	 	 	 
	16.2	Preferential payments
	 	 
	 	Each Subordinated Party
    shall bring into account any preferential payments received by it under section 175 of the insolvency Act 1986.
	 	 
	16.3	Purchaser protection
	 	 
	 	No purchaser dealing with
    a Creditor or any Receiver shall be concerned in any way with the provisions of this deed, but shall assume that the Creditor
    or Receiver, as the case may be, is acting in accordance with the provisions of this deed.
	 	 
	17.	REFINANCING OF SENIOR
    DEBT
	 	 
	17.1	Refinancing of Senior
    Debt
	 	 
	 	Each of the Subordinated
    Parties agrees that, subject to clause 17.2:
	 	 
	 	17.1.1	the Senior Debt may be refinanced at
    any time by any person whether or not that person is a Senior Creditor (provided that if that person is not a Senior Creditor,
    it is a bank or banks of international repute and creditworthiness); and
	 	 	 
	 	17.1.2	the new debt shall rank with the priority
    specified in this deed.


 






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	17.2	Conditions of new Senior Debt
	 	 	 
	 	17.2.1	The terms of any refinancing of the
    Senior Debt shall not be more onerous for the Borrower and/or the Guarantors than the terms of the Senior Debt as at the date
    of this deed and the principal amount of the Senior Debt shall not be increased as a result of any such refinancing.
	 	 	 
	 	17.2.2	Any new lender of the refinanced Senior
    Debt shall, before, or at the same time as, it becomes a lender of the refinanced Senior Debt, execute and deliver to the
    Subordinated Parties (in a form acceptable to the Subordinated Parties) in which that new lender undertakes to be bound by
    the terms of this deed.
	 	 	 
	18.	POWER OF ATTORNEY
	 	 
	18.1	Appointment of attorney
	 	 
	 	By way of security, each
    of the Borrower, each Guarantor, the Subordinated Creditors and the Junior Security Trustee irrevocably appoints the Senior
    Creditors to be its attorney and, in its name, on its behalf and as its act and deed, to execute any documents and do any
    acts and things which the Borrower, the Guarantors, the Subordinated Creditors and/or the Junior Security Trustee are required
    to execute and do under this deed.
	 	 
	18.2	Ratification of acts
    of attorney 
	 	 
	 	Each of the Borrower, a
    Guarantor, the Subordinated Creditors and the Junior Security Trustee ratifies and confirms, and agrees to ratify and confirm,
    anything which any of its attorneys may do in the proper and lawful exercise or purported exercise of all or any of the powers,
    authorities and discretions referred to in clause 18.1.
	 	 
	19.	EXPENSES
	 	 
	19.1	Negotiation and amendment
    costs and expenses
	 	 
	 	The Borrower and each Guarantor
    shall, within five Business Days of demand, pay to, or reimburse, a Senior Creditor, on a full indemnity basis, all costs,
    charges, expenses, taxes and liabilities of any kind (including, without limitation, legal, printing and out-of-pocket expenses)
    properly incurred by that Senior Creditor in connection with:
	 	 
	 	19.1.1	the negotiation, preparation and execution
    of this deed; or
	 	 	 
	 	19.1.2	any amendment, extension, waiver, consent
    or suspension of rights (or any proposal for any of these) relating to this deed,
	 	 	 
	 	together with interest,
    which shall accrue and be payable (without the need for any demand for payment being made) from the date on which the relevant
    cost or expense arose until full discharge of that cost or expense (whether before or after judgment, liquidation, winding
    up or administration of the Borrower) at the rate (the Default Rate) and in the manner provided for in the Senior Credit
    Agreement in respect of interest applying on the occurrence and continuance of an Event of Default (as defined in the Senior
    Credit Agreement).
	 	 
	19.2	Enforcement costs, expenses
    and Losses
	 	 
	 	19.2.1	The Borrower and the Guarantors shall,
    on demand, pay to each Creditor the amount of all costs and expenses (including legal, printing and out-of-pocket expenses)
    properly incurred by the relevant Creditor in connection with enforcing, preserving any rights under, or monitoring the provisions
    of this deed.


 



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	 	19.2.2	The Subordinated Parties shall on demand indemnify and keep indemnified the Senior Creditors against all Losses suffered or incurred by any of them in respect of any breach of any of the Subordinated Parties’ covenants or other obligations under this deed.
	 	 	 	 
	19.3	Legal expenses and taxes 
	 	 	 
	 	The costs and expenses referred to in clause 19.2 above include, without limitation, the fees and expenses of legal advisers and any value added tax or similar tax, and are payable in the currency in which they are incurred.
	 	 
	19.4	Default interest
	 	 	 
	 	19.4.1	If the Borrower, a Guarantor or any Subordinated Party fails to pay any amount payable by it under this deed to a Senior Creditor, it must, on demand by the Senior Creditor, pay interest on the overdue amount from the due date up to the date of actual payment (both before and after judgment).
	 	 	 	 
	 	19.4.2	Interest on an overdue amount is payable at a rate equal to the Default Rate.
	 	 	 	 
	 	19.4.3	For the purpose of determining the relevant rate under clause 19.4 above, the
    Senior Creditors may:
	 	 	 	 
	 	 	(a)	select successive periods of any duration up to three months; and
	 	 	 	 
	 	 	(b)	determine the appropriate rate fixing day for that period.
	 	 	 	 
	 	19.4.4	Interest (if unpaid) on an overdue amount will be compounded at the end of the
    period selected by the Senior Creditors under clause 19.4.3 above but will remain immediately due and payable.
	 	 	 	 
	 	19.4.5	Any interest accruing under this clause 19.4 accrues from day to day and is
    calculated on the basis of the actual number of days elapsed and a year of 360 days.
	 	 	 	 
	19.5	Certificates and Determinations
	 	 	 	 
	 	Any certification or determination by the Senior Creditors of a rate or amount under this deed is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
	 	 	 	 
	19.6	No Deduction
	 	 	 	 
	 	All payments to be made by the Borrower, a Guarantor or any Creditor under this deed shall be made without any set-off, counterclaim or equity and (subject to the following sentence) free from, clear of and without deduction for any taxes, duties, levies, imposts or charges whatsoever, present or future, If the Borrower, a Guarantor or any Creditor is compelled by the law of any applicable jurisdiction (or by an order of any regulatory authority in such jurisdiction) to withhold or deduct any sums in respect of taxes, duties, levies, imposts or charges from any amount payable to a Creditor under this deed or, if any such withholding or deduction is made in respect of any recovery from the Borrower, a Guarantor or any Creditor under this deed, the relevant party shall pay such additional amount so as to ensure that the net amount received by the relevant Creditor shall equal the full amount due to it under the provisions of this deed (had no such withholding or deduction been made).
	 	 	 	 


  



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	19.7	Currency of Payment
	 	 	 	 
	 	The obligation of the Borrower, a Guarantor or any Creditor under this deed to make payments in any currency shall not be discharged or satisfied by any tender, or recovery pursuant to any judgment or otherwise, expressed in or converted into any other currency, except to the extent that tender or recovery results in the effective receipt by the Senior Creditors of the full amount of the currency expressed to be payable under this deed.
	 	 	 	 
	19.8	Currency Indemnity
	 	 	 	 
	 	19.8.1	If any sum due from the Borrower, a Guarantor or any Creditor under this deed
    (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency
    (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose
    of:
	 	 	 	 
	 	 	(a)	making or filing a claim or proof against the party;
	 	 	 	 
	 	 	(b)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings; or 
	 	 	 	 
	 	 	(c)	applying the Sum in satisfaction of any amount due under this deed, 
	 	 	 	 
	 	 	the relevant party shall, as an independent obligation, within three Business Days of demand, indemnify the relevant Creditor against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to the relevant Creditor at the time of its receipt of that Sum.
	 	 	 	 
	 	19.8.2	Each of the Borrower, each Guarantor and each Creditor waives any right it may have in any jurisdiction to pay, any amount under this deed in a currency or currency unit other than that in which it is expressed to be payable. 
	 	 	 	 
	20.	DURATION
	 	 	 	 
	20.1	Duration
	 	 	 	 
	 	This deed shall cease to have effect when the Senior Debt has, to the satisfaction of the Senior Creditors, been irrevocably and unconditionally paid and discharged in full.
	 	 	 	 
	21.	RESTRICTIONS ON ASSIGNMENTS
	 	 	 	 
	21.1	Successors and assigns
	 	 	 	 
	 	This Deed is binding on the successors and assigns of the parties hereto.
	 	 	 	 
	21.2	Borrower and Guarantors
	 	 	 	 
	 	The Borrower and Guarantors may not assign or transfer any of their rights (if any) or obligations under this deed.
	 	 	 	 
	21.3	Subordinated Creditors and Junior Security Trustee
	 	 	 	 
	 	The Subordinated Creditors or the Junior Security Trustee may assign or otherwise
    dispose of all or any of its rights under this deed provided that: (i) the relevant assignee or transferee executes and
    delivers to the Senior Creditors a deed (in a form acceptable to the Senior Creditors) pursuant to which the assignee or
    transferee agrees to be bound by the terms of this deed; and (ii) there is no event of default under any Debt Document
    subsisting as at the date of the proposed assignment and/or transfer. 
	 	 	 	 





  






    - 20
                                                                    -


     


    

 





	 	 	 	 
	21.4	The Senior Creditors 
	 	 	 	 
	 	The Senior Creditors may, at any time, assign or otherwise dispose of all or any of their rights under this deed in accordance with the Debt Documents to which they are a party provided that the relevant assignee or transferee executes and delivers to the Subordinated Parties a deed (in a form acceptable to the Subordinated Parties) pursuant to which the assignee or transferee agrees to be bound by the terms of this deed.
	 	 	 	 
	22.	BORROWER’S AND GUARANTOR’S ACKNOWLEDGEMENTS
	 	 	 	 
	22.1	Borrower’s and Guarantors’ acknowledgement and consent 
	 	 	 	 
	 	Each of the Borrower and each Guarantor acknowledges the terms of this deed and consents to the Creditors communicating with each other about the Borrower’s and/or each Guarantors’ affairs for the purposes of this deed.
	 	 	 	 
	22.2	No reliance by Borrower or Guarantor
	 	 	 	 
	 	Each of the Borrower and each Guarantor further acknowledges that none of the provisions entered into by the Creditors are for the benefit of the Borrower and/or the Guarantors, nor may they be enforced or relied on by the Borrower and/or the Guarantors.
	 	 	 	 
	23.	ENDORSEMENT ON DEBT DOCUMENTS
	 	 	 	 
	23.1	Endorsement on Debt Documents
	 	 	 	 
	 	Each of the Creditors agrees to endorse a memorandum of this deed on each Debt Document entered into, or to be entered into, in its favour, and acknowledges the right of the other Creditors to the, production and delivery of a copy of any such Debt Document as soon as reasonably practicable.
	 	 	 	 
	24.	REMEDIES, WAIVERS, AMENDMENTS AND CONSENTS
	 	 	 	 
	24.1	Amendments
	 	 	 	 
	 	Any amendment to this deed shall be in writing and signed by, or on behalf of, each party, except that:
	 	 	 	 
	 	24.1.1	the Senior Creditors do not need the consent of any party other than the Borrower (and no other party, other than the Borrower, need be party to any amendment document) to an amendment to this deed that only alters the Borrower’s obligations to the Senior Creditors and the, corresponding rights of the Senior Creditors; 
	 	 	 	 
	 	24.1.2	the Senior Creditors do not need the consent of any party other than a Guarantor (and no other party, other than such Guarantor, need be party to any amendment document) to an amendment to this deed that only alters such Guarantor’s obligations to the Senior Creditors and the corresponding rights of the Senior Creditors; 
	 	 	 	 
	 	24.1.3	the Senior Creditors do not need the consent of any party other than the Borrower and the Guarantors (and no other party,  other than the Borrower and the Guarantors, need be party to any amendment document) to an amendment to this deed that only alters the Borrowers and Guarantors’ obligations to the Senior Creditors and the corresponding rights of the Senior Creditors; and 
	 	 	 	 


 







    - 21
                                                                    -


     


    



 





	 	 	 	 
	 	24.1.4	the Creditors do not need the consent of the Borrower or the Guarantors (and no party, other than the Creditors, need to be party to any amendment document) to an amendment to this deed that only alters the obligations of the Creditors to each other and the corresponding rights of the Creditors. 
	 	 	 	 
	24.2	Waivers and consents 
	 	 	 	 
	 	24.2.1	A waiver of any right or remedy under this deed or by law, or any consent given under this deed, is only effective if given in writing by the waiving or consenting party and shall not be deemed a waiver of any other breach or default.  It only applies in the circumstances for which it is given and shall not prevent the party giving it from subsequently relying on the relevant provision. 
	 	 	 	 
	 	24.2.2	A failure or delay by a party to exercise any right or remedy provided under this deed or by law shall not constitute a waiver of that or any other right or remedy, prevent or restrict any further exercise of that or any other right or remedy or constitute an election to affirm this deed. No single or partial exercise of any right or remedy provided under this deed or by law shall prevent or restrict the further exercise of that or any other right or remedy.  No election to affirm this deed by a Creditor shall be effective unless it is in writing. 
	 	 	 	 
	24.3	Rights and remedies
	 	 	 	 
	 	The rights and remedies provided under this deed are cumulative and are in
    addition to, and not exclusive of, any rights and remedies provided by law.
	 	 	 	 
	25.	SEVERANCE
	 	 	 	 
	25.1	Severance
	 	 	 	 
	 	If any provision (or part of a provision) of this deed is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable.  If such modification is not possible, the relevant provision (or part of a provision) shall be deemed deleted. Any modification to or deletion of a provision (or part of a provision) under this clause shall not affect the legality, validity and enforceability of the rest of this deed.
	 	 	 	 
	26.	COUNTERPARTS
	 	 	 	 
	26.1	Counterparts
	 	 	 	 
	 	26.1.1	This deed may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute one deed. 
	 	 	 	 
	 	26.1.2	Transmission of the executed signature page of a counterpart of this deed by fax or e-mail (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this deed. If either method of delivery is adopted, without prejudice to the validity of the deed thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter. 
	 	 	 	 
	 	26.1.3	No counterpart shall be effective until each party has executed and delivered at least one counterpart.
	 	 	 	 


  




    - 22
                                                                    -


     


    


 


 






	 	 	 	 
	27.	THIRD PARTY RIGHTS
	 	 	 	 
	27.1	Third party rights
	 	 	 	 
	 	27.1.1	Except as expressly provided in this deed, a person who is not a party to this deed shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce, or enjoy the benefit of, any term of this deed. This does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
	 	 	 	 
	 	27.1.2	The rights of the parties to rescind or agree any amendment or waiver under this deed are not subject to the consent of any other person.
	 	 	 	 
	28.	PERPETUITY PERIOD
	 	 	 	 
	28.1	Perpetuity period
	 	 	 	 
	 	If the rule against perpetuities applies to any trust created by this deed, the
    perpetuity period  shall  be 125 years (as  specified  by section 5(1) of the
    Perpetuities and Accumulations Act 2009).
	 	 	 	 
	29.	NOTICES
	 	 	 	 
	29.1	Delivery
	 	 	 	 
	 	Each notice or other communication required to be given under or in connection with this deed shall be:
	 	 	 	 
	 	29.1.1	in writing;
	 	 	 	 
	 	29.1.2	delivered by hand, by pre-paid first-class post or other next working day delivery service or sent, by fax or e-mail; and
	 	 	 	 
	 	29.1.3	sent to:
	 	 	 	 
	 	 	(a)	the Senior Creditors at the addresses set out in Schedule 2 of this deed..
	 	 	 	 
	 	 	(b)	the Subordinated Creditors at the addresses set out in Schedule 3 of this deed, with a copy by e-mail to dlevhome@btinternet.com; miguelcorral@live.co.uk and ian.riggs@hilldickinson.com.
	 	 	 	 
	 	 	(c)	the Junior Security Trustee at:
	 	 	 	 
	 	 	 	1 Sergeants Lane, Whitefield, M45 7TR.

                                    Attention: Miguel Carlos Corral

                                    Email: miguelcorral@live.co.uk

                                    Copy by email to ian.riggs@hilldickinson.com

	 	 	 	 
	 	 	(d)	the Borrower at:
	 	 	 	 
	 	 	 	14200 Ironwood Drive, Grand Rapids, Michigan 49534, USA

                                    E-mail: phil.anderson@ecigcorporate.com, Darren@fieldstx.com

                                    Copy by e-mail to: apanjwani@pryorcashman.com. jes@robinsonbrog.com

                                    Attention: Phil Anderson and Darren Stanwood

	 	 	 	 


 






    - 23 -


     


    

  


	 	 	 	 	 
	 	 	(e)	the Guarantors at:
	 	 	 	 	 
	 	 	 	Units 3-8 Bury South Business Park,  Riverview Close,  Dumers Lane, Manchester M26 2AD
	 	 	 	 	 
	 	 	 	For the attention of: Phil Anderson and Darren Stanwood

                                                Copy by e-mail to jes@robinsonbrog.com, Isteele@pryorcashman.com

                                                and to kevin.mccarthy@mishcon.com

                                                Attention: Phil Anderson and Darren Stanwood

	 	 	 	 	 
	 	 	or to such other address or fax number as is notified in writing by one party to the others from time to time. 
	 	 	 	 	 
	29.2	Receipt
	 	 	 	 	 
	 	Any notice or other communication given under or in connection with this deed shall be deemed to be received:
	 	 	 	 	 
	 	29.2.1	if delivered by hand, at the time it is left at the relevant address;
	 	 	 	 	 
	 	29.2.2	if posted by pre-paid first-class post or other next working day delivery service, on the second Business Day after posting: and
	 	 	 	 	 
	 	29.2.3	if sent by fax, when received in legible form.
	 	 	 	 	 
	 	A notice or other communication given as described in clause 29.1.1 or clause 29.1.3 on a day which is not a Business Day, or after normal business hours, in the place it is received, shall be deemed to have been received on the next Business Day.
	 	 	 	 	 
	29.3	Service of proceedings
	 	 	 	 	 
	 	This clause 29 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
	 	 	 	 	 
	30.	GOVERNING LAW AND JURISDICTION
	 	 	 	 	 
	30.1	Governing law
	 	 	 	 	 
	 	This deed and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of England and Wales, 
	 	 	 	 	 
	30.2	Jurisdiction
	 	 	 	 	 
	 	30.2.1	The courts of England have exclusive jurisdiction to settle any dispute, controversy, proceedings, claim or obligation of whatever nature arising out of or in connection with this Agreement (whether contractual or non-contractual) including a dispute regarding the existence, validity or termination of this Agreement (a Dispute). 
	 	 	 	 	 
	 	30.2.2	The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no party will argue to the contrary. 
	 	 	 	 	 
	 	30.2.3	This clause 30.2 is for the benefit of the Senior Creditor only. As a result, the Senior Creditor shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Senior Creditor may take concurrent proceedings in any number of jurisdictions. 





 






    - 24 -


     


    




 


	 	 
	30.3	Other service
	 	 
	 	Each of the Borrower, each Guarantor, the Junior Security Trustee and each Subordinated Creditor irrevocably consents to any process in any legal action or proceedings under clause 30.2 being served on it in accordance with the provisions of this deed relating to service of notices.  Nothing contained in this deed shall affect the right to serve process in any other manner permitted by law. 
	 	 
	30.4	Agent for service
	 	 
	 	Each of the Borrower, VEC, VCIG, FINBG and HIAC irrevocably appoints Vapestick Holdings Limited for service at 25 Harley Street, London, WIG 9BR (for the attention of Michael Clepper) as its agent to receive on its behalf in England or Wales service of any proceedings under clause 30. Such service shall be deemed completed on delivery to such agent (whether or not it is forwarded to and received by the Borrower, VEC, VCIG, HIAC and/or FINBG as applicable) and shall, be valid until such time as the Creditors have received prior written notice from the Borrower, VEC, VCIG, HIAC and/or FINBG (as applicable) that such agent has ceased to act as agent. If for any reason such agent ceases to be able to act as agent or no longer has an address in England or Wales, the Borrower, VEC, VCIG, HIAC and/or FINBG (as applicable) shall forthwith appoint a substitute acceptable to the Creditors and deliver to the Creditors the new agent’s name and address within England and Wales.
	 	 
	This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it. 


 








    - 25 -


     


    





 


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 Wes
    t 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



 



    	- 26
                                                                                                                                                                                               -



    	 



    
     


SCHEDULE
2 - SENIOR CREDITORS


 


	Name	Address
	CALM
    WATERS PARTNERSHIP	115S.
    84th Street

    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

	 	 


 





    	- 27
                                                                                                                                                                                               -



    	 



    

 


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


 





    	- 28
                                                                                                                                                                                               -



    	 



    

 


SCHEDULE
4 - SENIOR DEBT DOCUMENTS


 


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.


 






    	- 29
                                                                                                                                                                                               -



    	 



    

 


SCHEDULE
5 - JUNIOR DEBT DOCUMENTS


 


Part
1: Junior lending documents


 


Junior
Loan Notes. 


 


Junior
Loan Note instrument. 


 


Registration
Rights Agreement. 


 


Share
Purchase Agreement.


 


Part
2: Junior Security Documents


 


Guarantee
between Must Have Limited and the Subordinated Creditors, dated 22 April 2014.


 


Debenture
between Must Have Limited and the Junior Security Trustee, dated 22 April 2014. 


 


Share
charge between the Borrower and the Junior Security Trustee in respect of the Borrower’s shares in Must Have Limited, dated
on or about the date of this deed.


 






    	- 30
                                                                                                                                                                                               -



    	 



    

 



	 	 	 	 
	Borrower	 	 	 
	 	 	 	 
	EXECUTED as a deed on behalf of ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., a Nevada corporation by	)	 	 
	)	 	 
	)	 	 
	)	 
	Philip Anderson	)	 
	 	)	 	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	)	 	 Witness
	)	 	 
	)	 	 
	 	 	 
	 	 	 	 
	Guarantors	 	 	 
	 	 	 	 
	EXECUTED as a deed on behalf of VICTORY ELECTRONIC CIGARETTES, INC., a Nevada corporation by	)	 	 
	)	 	 
	)	 	 
	)	 
	Philip Anderson	)	 
	 	)	 	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	)	 	Witness
	)	 	 
	)	 	 
	 	 	 
	 	 	 	 
	EXECUTED as a deed on behalf of VCIG LLC, a Delaware corporation by	)	 	 
	)	 	 
	 	)	 
	Philip Anderson	)	 
	 	)	 	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	)	 	Witness
	)	 	 
	 	 	 
	 	 	 



 





    	- 31 -



    	 



    




	 	 	 	 
	EXECUTED as a deed on behalf of FIN BRANDING GROUP, LLC, an Illinois corporation by	)	 	 
	)	 	 
	)	 
	Philip Anderson	)	 
	 	)	 	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	)	 	Witness
	)	 	 
	)	 	 
	 	 	 
	 	 	 	 
	EXECUTED as a deed on behalf of HARDWIRE INTERACTIVE ACQUISITION COMPANY, a Delaware corporation by	)	 	 
	)	 	 
	)	 	 
	)	 
	Philip Anderson	)	 
	 	)	 	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	)	 	Witness
	)	 	 
	)	 	 
	 	 	 
	 	 	 	 
	EXECUTED as a deed by MUST HAVE LIMITED acting by	)	 	 
	)	 
	Philip Anderson	)	 
	a director

 in the presence of	)	 	Director
	)	 	 




	 	 	 
	Witness:	 	 
	 	 	 
	Signature:	 


 


	Name:	Ali Panjwani	 


 


	Address:	c/o PRYOR CASHMAN LLP	 
	7 Times Square, New York, NY 10036	 


 


	Occupation:	Attorney	 




 



    	- 32 -



    	 



    




 


	 	 	 	 
	EXECUTED as a deed by VAPESTICK HOLDINGS LIMITED acting by	)	 	 
	)	 
	Philip Anderson	)	 
	a director	)	 	Director
	in the presence of	)	 	 




	 	 	 
	Witness:	 	 
	 	 	 
	Signature:	 


 


	Name:	Ali Panjwani	 


 


	Address:	c/o PRYOR CASHMAN LLP	 
	7 Times Square, New York, NY 10036	 


 


	Occupation:	Attorney	 




 





	 	 	 	 
	
        EXECUTED as a deed by E-CIGS UK HOLDING
        COMPANY LIMITED acting

        

        by 
	)	 	 
	)	 	 
	)	 
	Philip Anderson	)	 
	a director	)	 	Director
	in the presence of	)	 	 







 




	 	 	 
	Witness:	 	 
	 	 	 
	Signature:	 


 


	Name:	Ali Panjwani	 


 


	Address:	c/o PRYOR CASHMAN LLP	 
	7 Times Square, New York, NY 10036	 


 


	Occupation:	Attorney	 



 



    	- 33 -



    	 



    

 








	 	 	 	 
	Senior Creditors	 	 	 
	 	 	 	 
	EXECUTED as a deed on behalf of CALM  WATERS PARTNERSHIP., a Wisconsin general partnership, acting by Susan A. Hollister 

As power of attorney for	)	 	 
	)	 
	)	 
	)	 
	)	 
	 	)	 	Authorised Signatory
	Richard S. Strong	)	 	 
	Managing Partner	)	 	 
	Calm
    Waters Partnership	)	 	 
	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
	)	 	 
	)	 	 
	)	 	 
	 	 	 	 
	Subordinated Creditors	 	 	 
	 	 	 	 
	EXECUTED as a deed by MELANIE LEVIN 

in the presence of	 	 	 
	)	 	 
	)	 	Melanie Levin


	 	 	 	 	 	 	 	 
	Witness:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Signature:	 	 	 	 
	 	 	 	 	 	 	 	 
	Name:	 	 	 	 
	 	 	 	 	 	 	 	 
	Address:	 	 	 	 
	 	 	 	 	 	 	 	 
	Occupation:	 	 	 	 


 






    	- 34 -



    	 



    

 


	 	 	 	 
	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

        

        Peter Batel
	 	 	 
	)	 
	)	 
	)	 
	)	 
	 	)	 	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	)	 	Witness
	)	 	 
	)	 
	)	 
	 	 	 
	Subordinated Creditors	 	 	 
	 	 	 	 
	EXECUTED as a deed by MELANIE LEVIN 

in the presence of	 	 	 
	)	 	 
	)	 	Melanie Levin




	 	 	 	 	 	 	 	 
	Witness:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Signature:	 	 	 	 
	 	 	 	 	 	 	 	 
	Name:	 	 	 	 
	 	 	 	 	 	 	 	 
	Address:	 	 	 	 
	 	 	 	 	 	 	 	 
	Occupation:	 	 	 	 


 






    	- 35 -



    	 



    

 


	 	 	 	 
	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
	)	 	 
	)	 	

Duly Authorised Attorney
	)	 
	 	 	 
	Subordinated Creditors	 	 
	 	 	 
	EXECUTED as a deed by MELANIE LEVIN 

in the presence of	 	 
	)	 
	)	 	Melanie Levin



	 	 	 	 	 	 	 	 
	Witness:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Signature:	 		 	 	 
	 	 	 	 	 	 	 	 
	Name:	 	 	 	Ian Riggs	 	 	 
	 	 	 	 	 	 	 	 
	Address:	 	 	50 Fountain St, Manchester	 	 	 
	 	 	 	 	 	 	 	 
	Occupation:	Solicitor	 	 	 


 






    	- 36 -



    	 



    

 


 








 


	 	 	 	 	 	 	 	 
	EXECUTED as a deed by DAVID	)	 	
	STEVEN LEVIN	)	 	David Steven Levin
	in the presence of	 	 	 
	 	 	 	 	 	 	 	 
	Witness:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Signature:		 	 	 
	 	 	 	 	 	 	 	 
	Name:	 	 	Ian Riggs	 	 	 
	 	 	 	 	 	 	 	 
	Address:	 	50 Fountain St, Manchester	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Occupation:	Solicitor	 	 	 
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by DAVID	)	 	
	RYDER	)	 	David Ryder
	in the presence of		 	Duly Authorised Attorney
	 	 	 	 	 	 	 	 
	Witness:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Signature:		 	 	 
	 	 	 	 	 	 	 	 
	Name:	 	 	Ian Riggs	 	 	 
	 	 	 	 	 	 	 	 
	Address:	 	50 Fountain St, Manchester	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Occupation:	Solicitor	 	 	 
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by MIGUEL	)	 	
	CARLOS CORRAL	)	 	Miguel Carlos Corral
	in the presence of	 	 	 
	 	 	 	 	 	 	 	 
	Witness:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Signature: 		 	 	 
	 	 	 	 	 	 	 	 
	Name: 	 	 	Ian Riggs	 	 	 
	 	 	 	 	 	 	 	 
	Address: 	 	50 Fountain St, Manchester	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Occupation: 	Solicitor	 	 	 


 



    	- 37 -



    	 



    




 


	 	 	 	 	 	 	 	 
	Junior Security Trustee	 	 
	 	 	 	 	 	 	 	 
	EXECUTED as a deed by MIGUEL	)	 	
	CARLOS CORRAL	)	 	Miguel Carlos Corral
	in the presence of	 	 	 
	 	 	 	 	 	 	 	 
	Witness:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Signature: 		 	 	 
	 	 	 	 	 	 	 	 
	Name: 	 	Ian Riggs	 	 	 
	 	 	 	 	 	 	 	 
	Address: 	50 Fountain St	 	 	 
	 	 	 	 	 	 	 
	 	 Manchester	 	 	 
	 	 	 	 	 	 	 	 
	Occupation: 	Solicitor	 	 	 


 


 


 


-38-