Exhibit 10.2 


 


EXECUTION VERSION 


 


INTERCREDITOR AGREEMENT


 


THIS INTERCREDITOR
AGREEMENT, dated as of April 27, 2015 (as amended, supplemented or otherwise modified from time to time, this “Agreement”),
is by and among FIN BRANDING GROUP, LLC (“FIN”), HARDWIRE INTERACTIVE ACQUISITION COMPANY
(“Hardwire”), VCIG LLC (“VCIG”), VICTORY ELECTRONIC CIGARETTES, INC.
(“Victory”), VAPESTICK HOLDINGS LIMITED (“Vapestick”), MUST HAVE LIMITED (“MHL”),
E-CIGS UK HOLDING COMPANY LIMITED (“UK Holding”), ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD. (“E-Cig”;
FIN, Hardwire, VCIG, Victory, Vapestick, MHL, UK Holding and E-Cig are sometimes referred to herein individually as an “Obligor”
and collectively as the “Obligors”), Pinnacle Family Office
Investments, L.P., as agent for itself and the other Noteholders described below (in such capacity, the “Noteholder
Agent”), and CALM WATERS PARTNERSHIP (“CWP”) and the other lenders signatory hereto
(collectively, the “Additional Lenders” and together with CWP, the “New Lenders”)
and TIBURON OPPORTUNITY FUND, L.P., a Delaware limited partnership, as agent for itself and the Additional Lenders (in such
capacity, the “Additional Lender Agent”)


 


W I T N E
S S E T H:


 


WHEREAS, E-Cig has
issued certain promissory notes in the aggregate principal amount of $27,375,000 pursuant to that certain Amended and Restated
Note Purchase Agreement dated as of February 28, 2014 (as amended, restated or otherwise modified from time to time, the “Note
Purchase Agreement”; each promissory note issued pursuant to the Note Purchase Agreement, including all replacements
and renewals thereof and all amendments and modifications thereto, is referred to herein as a “Note”
and each holder of a Note from time to time is referred to herein as a “Noteholder”); and


 


WHEREAS, the Noteholder
Agent is the agent for all of the Noteholders; and


 


WHEREAS, the obligations
of E-Cig under the Note Purchase Agreement and the Notes are secured by Liens in favor of the Noteholder Agent on some or all of
the Collateral; and


 


WHEREAS, CWP intends
to extend credit to E-Cig in the form of a term loan in the aggregate principal amount of $35,000,000 pursuant to the terms and
conditions of that certain Credit Agreement, dated as of April 27, 2015, between E-Cig and CWP (the “CWP Credit Agreement”),
with such term loan evidenced by a term note issued by E-Cig in favor of CWP, the “CWP Note”);


 


WHEREAS, the Additional
Lenders intend to extend credit to E-Cig in the form of a term loan in the aggregate principal amount of $6,214,225.21, pursuant
to the terms and conditions of that certain Credit Agreement, dated as of April 27, 2015, between E-Cig and the Additional Lenders
(the “Additional Lender Credit Agreement” and together with the CWP Credit Agreement, the “Credit
Agreements” ), with such term loan evidenced by a term note issued by E-Cig in favor of the Additional Lenders, the
“Additional Lender Note” and together with the CWP Note, the “New Lender Notes”);
and


 



    	 



    	 



    




 


WHEREAS, the obligations
of E-Cig to New Lenders under the Credit Agreements and the New Lender Notes and the related documents are guaranteed by the other
Obligors and secured by the Collateral; and


 


WHEREAS, in order to
induce the New Lenders to make the term loans to E-Cig, the Noteholder Agent has agreed to subordinate its Liens (as defined in
Article I) in the Collateral to the Liens of New Lenders therein subject to the terms of this Agreement.


 


NOW, THEREFORE, in
consideration of the premises, the parties hereto hereby agree as follows:


 


ARTICLE 1


 


DEFINITIONS


 


Section 1.1          For
purposes of this Agreement, the following terms shall have the following meanings:


 


“Additional
Lender Credit Agreement” has the meaning provided in the Recitals of this Agreement.


 


“Additional
Lender Agent” has the meaning provided in the introductory paragraph of this Agreement.


 


“Additional
Lender Note” has the meaning provided in the Recitals of this Agreement.


 


“Additional
Lenders” has the meaning provided in the introductory paragraph of this Agreement.


 


“Agreement”
means this Intercreditor Agreement, as amended, restated or otherwise modified from time to time.


 


“Bankruptcy
Code” means Title 11 of the United States Code (11 U.S.C. § 101 et seq.).


 


“Bankruptcy
Event” means, with respect to any Obligor, any voluntary or involuntary dissolution, winding-up, total or partial
liquidation or reorganization, or bankruptcy, insolvency, receivership or other statutory or common law proceedings or arrangements
involving any Obligor or the readjustment of its liabilities or any assignment for the benefit of creditors or any marshalling
of its assets or liabilities.


 


“Collateral”
means any and all of the assets now owned or hereafter acquired by any Obligor, together with all proceeds, products, accessions
and additions with respect to each of the foregoing from time to time, including, without limitation, any insurance proceeds.


 


“Credit
Agreements” has the meaning provided in the Recitals of this Agreement.


 


“CWP”
has the meaning provided in the introductory paragraph of this Agreement.


 



    	 



    	 



    




 


“CWP Credit
Agreement” has the meaning provided in the Recitals of this Agreement.


 


“CWP Note”
has the meaning provided in the Recitals of this Agreement.


 


“E-Cig”
has the meaning provided in the introductory paragraph of this Agreement.


 


“Lien”
means any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of such property, whether
such interest is based on the common law, statute or contract, and including a security interest, charge, claim or lien arising
from a mortgage, deed of trust, deed to secure debt, encumbrance, pledge, hypothecation, assignment, deposit arrangement, agreement,
security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes.


 


“New Lenders”
has the meaning provided in the introductory paragraph of this Agreement.


 


“New Lender
Debt” means, collectively, all liabilities of any E-Cig and any other Obligor to CWP and the Additional Lenders from
time to time pursuant to or in connection with the New Lender Documents (including, without limitation, all principal, interest,
fees, reimbursement obligations with respect to letters of credit, indemnities, costs and expenses), together with all renewals,
refundings, restructurings and other refinancings of all or any portion of the foregoing.


 


“New Lender
Documents” means the Credit Agreements, the New Lender Notes and any guarantee and collateral agreement, deed of
trust, mortgage, guaranty or other agreement, document or instrument executed and/or delivered by any Obligor in connection with
the Credit Agreements or the New Lender Notes from time to time.


 


“New Lender
Notes” has the meaning provided in the Recitals of this Agreement.


 


“New Lender
Realization Event” means any realization on or in respect of all or any part of the Collateral (including in connection
with any cram down of the New Lender Debt in any bankruptcy case) or any other exercise of any remedy available to the New Lenders
under the New Lender Documents at law, in equity or otherwise with respect to any Collateral or any portion thereof.


 


“New Lender
Repayment” means the circumstance in which subject to Section 2.3(e), the New Lender Debt has been fully,
finally and indefeasibly repaid in full in cash pursuant to the terms of the New Lender Documents, it being acknowledged and agreed
in each case that, in the absence of such indefeasible payment in full in cash, no occurrence of any New Lender Realization Event
at any time shall result in the New Lender Debt being, or being deemed to be paid in full, notwithstanding the fact that the New
Lender Debt may, at law or in equity, be, or be deemed to be, extinguished, terminated, waived, forgiven or otherwise satisfied
in whole or in part as a result of such New Lender Realization Event.


 


“Note”
has the meaning provided in the Recitals of this Agreement.


 


 



    	 



    	 



    




 





“Noteholder”
has the meaning provided in the Recitals of this Agreement.



 


“Noteholder
Agent” has the meaning provided in the introductory paragraph of this Agreement.


 


“Noteholder
Debt” means all liabilities of any Obligor to Noteholder Agent or one or more Noteholders from time to time outstanding
pursuant to or in connection with the Noteholder Documents (including, without limitation, all principal, interest, fees, indemnities,
costs and expenses), together with all renewals, refundings, restructurings and other refinancings of all or any portion of the
foregoing.


 


“Noteholder
Documents” means, collectively, the Note Purchase Agreement, each Note, and any security agreement, deed of trust,
mortgage, guaranty or other agreement, document or instrument executed and/or delivered in connection with the Note Purchase Agreement
or any Note from time to time.


 


“Note Purchase
Agreement” has the meaning provided in the Recitals of this Agreement.


 


“Noteholder
Repayment” means the circumstance in which the Noteholder Debt has been repaid in full in cash.


 


“Obligor”
has the meaning provided in the introductory paragraph of this Agreement and includes all successors in interest of each such Person,
including a trustee or debtor in possession in connection with a Bankruptcy Event.


 


“Person”
means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision thereof.


 


ARTICLE 2


 


GENERAL INTERCREDITOR PROVISIONS


 


Section 2.1           Agreement
to Subordinate Liens.


 


(a)          Noteholder Agent
and Obligors hereby agree that, to the extent and in the manner set forth in this Section 2.1, all Liens now or hereafter
acquired by the New Lenders in any or all of the Collateral shall at all times be prior and superior to any Lien now held or hereafter
acquired by Noteholder Agent in the Collateral. Said priority shall be applicable irrespective of the time or order of attachment
or perfection of any Lien or the lack or failure of attachment or perfection of any Lien or the time or order of filing of any
financing statements, mortgages, deeds of trust or other documents, or any statutes, rules or law, or court decisions to the contrary.
In the event that Noteholder Agent or any Noteholder receives any of the Collateral or any payment or distribution with respect
thereto prior to the New Lender Repayment, Noteholder Agent or such Noteholder shall hold such Collateral, payment or distribution
in trust for the benefit of New Lenders and promptly forward the same to the New Lenders in the form received, appropriately endorsed
if necessary. The lien subordination provisions in this Agreement are for the benefit of and shall be enforceable directly by the
New Lenders, and the New Lenders shall be deemed to have acquired the New Lender Debt in reliance upon this Agreement.


 



    	 



    	 



    




 


Section 2.2           Disposition
of Collateral and Other Remedial Actions by the New Lenders.


 


(a)          Noteholder Agent
hereby agrees that, until the New Lenders Repayment, the New Lenders may dispose of, and exercise any other rights with respect
to, any or all of the Collateral, free of any Liens of Noteholder Agent. Upon any disposition of any of the Collateral by the New
Lenders or by any Obligor, Noteholder Agent (i) agrees, if requested by the New Lenders, to execute and immediately deliver any
and all releases or other documents or agreements which the New Lenders deems necessary to accomplish a disposition thereof free
of the Liens of Noteholder Agent, and (ii) authorizes the New Lenders to record, or cause to have recorded, any UCC financing statements
or amendments thereto which the New Lenders deems necessary to accomplish a disposition thereof free of the Liens of Noteholder
Agent.


 


(b)          Until the New
Lenders Repayment, Noteholder Agent shall not exercise any rights or remedies with respect to the Collateral, including without
limitation the right to (i) enforce any Liens or sell, repossess or otherwise foreclose on any portion of the Collateral or (ii)
request any action, institute any case (including, without limitation, petitioning, filing or joining in any involuntary bankruptcy
petition pursuant to Section 303 of the Bankruptcy Code or pursuant to any other applicable law), application, action, litigation
or other proceedings, give any instructions, or make any election with respect to any portion of the Collateral. In addition, the
Noteholder Agent agrees that if any default or event of default occurs under the Noteholder Debt, neither the Noteholder Agent
nor any Noteholder will otherwise seek to enforce the Noteholder Debt or pursue or rights or remedies until the earlier to occur
of (i) the New Lenders Repayment and (ii) the date that is ninety (90) days after the occurrence of such default or event of default.


 


Section 2.3           Intercreditor
Arrangements in Bankruptcy.


 


(a)          This Agreement
shall remain in full force and effect and enforceable pursuant to its terms in accordance with Section 510(a) of the Bankruptcy
Code, and all references herein to any Obligor shall be deemed to apply to such Person as debtor in possession and to any trustee
in bankruptcy or other fiduciary for the estate of such Person.


 


(b)          Except as otherwise
specifically permitted in this Section 2.3, until the New Lenders Repayment, Noteholder Agent shall not assert without the
written consent of the New Lenders any claim, motion, objection, or argument in respect of or which might adversely impact any
Collateral in connection with any Bankruptcy Event which could otherwise be asserted or raised in connection with such Bankruptcy
Event by Noteholder Agent as a secured or unsecured creditor of any Obligor, including without limitation any claim, motion, objection
or argument seeking adequate protection or relief from the automatic stay in respect of any Collateral.


 



    	 



    	 



    




 


(c)          Without limiting
the generality of clause (b) above, Noteholder Agent agrees that if a Bankruptcy Event occurs, (i) the New Lenders may consent
to the use of cash collateral by an Obligor on such terms and conditions and in such amounts as the New Lenders, in its sole discretion,
may decide without seeking or obtaining the consent of Noteholder Agent; (ii) the New Lenders may (A) provide financing to any
Obligor or (B) consent to the granting of a priming Lien on Collateral to secure postpetition financing, in each case pursuant
to Section 364 of the Bankruptcy Code or other applicable law and on such terms and conditions and in such amounts as the New Lenders,
in its sole discretion, may decide without seeking or obtaining the consent of Noteholder Agent; (iii) Noteholder Agent shall not
oppose an Obligor’s use of cash collateral to the extent that the New Lenders has consented thereto; and (iv) Noteholder
Agent shall not oppose any sale or other disposition of any assets comprising part of the Collateral (or the sale or bidding procedures
with respect thereto) free and clear of Liens or other claims of any party, including Noteholder Agent, under Section 363 of the
Bankruptcy Code if the New Lenders has consented to such sale or disposition of such assets.


 


(d)          Noteholder Agent
agrees that it will not, directly or indirectly, file any objection, take any action or vote in any way that would be in violation
of, or inconsistent with, or result in a breach of, this Agreement or initiate, join in, prosecute, encourage, or assist with any
other Person to initiate or prosecute any claim, action or other proceeding (i) challenging the validity or enforceability of this
Agreement, (ii) challenging the validity or enforceability of the New Lenders’ claim, (iii) challenging the perfection or
enforceability of any of the New Lenders’ Liens on any of the Collateral, or (iv) asserting any claims which any Obligor
may hold with respect to the New Lenders or the New Lender Debt, if any.


 


(e)          To the extent
that New Lenders receives payments or transfers on the New Lender Debt or proceeds of the Collateral which are subsequently invalidated,
declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver, committee or any other
estate representative or any other Person or party under any bankruptcy law, state or federal law, common law, or equitable cause,
then, to the extent of such payment or proceeds received, the New Lender Debt, or part thereof, intended to be satisfied shall
be revived and continue in full force and effect as if such payments or proceeds had not been received by the New Lenders.


 


(f)           Notwithstanding
any provision of this Section 2.3, (i) Noteholder Agent shall be entitled to file any proofs of claim and any necessary
responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person
objecting to or otherwise seeking the disallowance of the claims of Noteholder, including without limitation any claims secured
by the Collateral, if any, and (ii) Noteholder Agent shall be entitled to file any pleadings, objections, motions or agreement
which assert rights or interests available to unsecured creditors of the applicable Obligor arising under either the Bankruptcy
Code or applicable non-bankruptcy law; provided that no such pleadings, objections, motions or agreements shall be adverse to the
New Lenders or its Liens (including without limitation its claims).


 



    	 



    	 



    




 


(g)          Noteholder Agent
and each Noteholder agrees to and hereby irrevocably authorizes, empowers and appoints each of CWP, for itself and the Additional
Lender Agent, on behalf of the Additional Lenders, as its agent and attorney-in-fact to vote any claim held by Noteholder
Agent and each Noteholder in any Bankruptcy Proceeding. In the event that either CWP and/or the Additional Lender Agent votes any
claim held by Noteholder Agent or any Noteholder in accordance with the authority granted hereby, neither Noteholder Agent nor
any Noteholder shall not be entitled to change or withdraw such vote. Noteholder Agent also agrees that prior to the New Lender
Repayment, neither it nor any Noteholder shall at any time authorize the formation, become a member or participate in the activities,
either directly or indirectly, of any committee, creditors, equity or otherwise, in a Bankruptcy Event.


 


(h)          Notwithstanding
any provision of this Section 2.3, (i) CWP, for itself and the Additional Lender Agent, on behalf of the Additional Lenders,
shall be entitled to file any necessary responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding
or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of the CWP and/or the Additional
Lenders, including without limitation any claims secured by the Collateral, if any, and (ii) CWP, for itself and the Additional
Lender Agent, on behalf of the Additional Lenders, shall be entitled to file any pleadings, objections, motions or agreement which
assert rights or interests available to unsecured creditors of the applicable Obligor arising under either the Bankruptcy Code
or applicable non-bankruptcy law.


 


Section 2.4           Relative
Rights.


 


(a)          Subject to Section
2.2(b), nothing contained in this Agreement is intended to or shall affect the relative rights of the New Lenders or Noteholder
Agent, on the one hand, and other creditors of any Obligor, on the other hand.


 


(b)          All rights and
interests of the New Lenders and Noteholder Agent hereunder, and all agreements and obligations of Noteholder Agent and the New
Lenders hereunder, shall remain in full force and effect irrespective of:


 


(i)           any lack of
validity or enforceability of any New Lender Document or any other agreement or instrument relating thereto, or any Noteholder
Document or any other agreement or instrument relating thereto;


 


(ii)          any change
in the time, manner or place of, or in any other term of, all or any of the New Lender Debt, Noteholder Debt, or any amendment
or waiver of or any consent to departure from any provision of the Credit Agreements, New Lender Note or any other New Lender Document
or the Note Purchase Agreement or any other Noteholder Document;


 


(iii)         any exchange,
release, nonperfection, or unenforceability of any Lien on any Collateral, or any release or amendment or waiver of or consent
to departure from any guarantee, for all or any of the New Lender Debt or the Noteholder Debt; or


 


(iv)         any other circumstances
which might otherwise constitute a defense available to, or a discharge of, any Obligor in respect of the New Lender Debt, or of
the Noteholder Debt, in respect of this Agreement.


 



    	 



    	 



    




 


Section 2.5           No
Other Beneficiaries of Lien Subordination. This Agreement and the subordination provisions contained herein are intended only
for the benefit of the New Lenders and Noteholder Agent, but not any Obligor or any other creditor of any Obligor.


 


Section 2.6           Waivers.


 


(a)          None of CWP, for
itself and the Additional Lender Agent, on behalf of the Additional Lenders, or Noteholder Agent shall have any liability or duty
of any kind, nature or origin to the other, express or implied, except as set forth in this Agreement.


 


(b)          Noteholder Agent
hereby waives and releases any claim which Noteholder Agent may now or hereafter have against the New Lenders arising out of any
and all actions which the New Lenders takes or omits to take with respect to any Obligor, any Collateral, any New Lender Document
or the exercise of its rights and remedies under this Agreement (so long as such action or inaction does not constitute a breach
by the New Lenders with respect to any of its express obligations hereunder), including without limitation, (i) actions with respect
to the creation, perfection or continuation of Liens on the Collateral and other security for the New Lender Debt, (ii) actions
with respect to the occurrence of any default or event of default by any Obligor under the New Lender Notes or the other New Lender
Documents, (iii) action with respect to the repossession of, foreclosure upon, sale, release, or depreciation of, or failure to
realize upon, any of the Collateral, (iv) actions with respect to the collection of any claim for all or any part of the New Lender
Debt from any account debtor, guarantor or any other party, (v) any other action with respect to the enforcement of the New Lender
Documents or the valuation, use, protection or disposition of the Collateral or any other security for the New Lender Debt and
(vi) the election of the New Lenders, in any proceeding instituted under Chapter 11 of the Bankruptcy Code, for application of
Section 1111(b) of the Bankruptcy Code.


 


Section 2.7           Remedies.


 


(a)          Rights Cumulative.
(i) The rights and remedies of the New Lenders under this Agreement, the Credit Agreements, New Lender Notes and the other New
Lender Documents shall be cumulative and not exclusive of any rights or remedies which the New Lenders would otherwise have. In
exercising such rights and remedies the New Lenders may be selective and no failure or delay by the New Lenders in exercising any
right shall operate as a waiver of such right, nor shall any partial or single exercise of any power or right preclude its other
or further exercise or the exercise of any other power or right. (ii) The rights and remedies of Noteholder Agent under this Agreement,
the Note Purchase Agreement and the other Noteholder Documents shall be cumulative and not exclusive of any rights or remedies
which Noteholder Agent would otherwise have. In exercising such rights and remedies Noteholder Agent may be selective and no failure
or delay by Noteholder Agent in exercising any right shall operate as a waiver of such right, nor shall any partial or single exercise
of any power or right preclude its other or further exercise or the exercise of any other power or right.


 


(b)          Waiver of Marshalling.
Each of the New Lenders and Noteholder Agent hereby waives any right to require marshalling of assets by the New Lenders or Noteholder
Agent and any similar rights.


 



    	 



    	 



    




 


Section 2.8           Permitted
Amendments. Whether or not Obligors have agreed with Noteholder Agent or any Noteholder not to enter into any amendments to
the New Lender Documents without notice to or the consent of Noteholder Agent or such Noteholder, Obligors and the New Lenders
may amend or modify the New Lender Documents at any time and in any manner and such amendments or modifications shall be effective
notwithstanding Obligors’ failure to give notice thereof to Noteholder Agent or any Noteholder or to obtain Noteholder Agent’s
or any Noteholder’s consent thereto, and neither Noteholder Agent nor any Noteholder shall have any claim or cause of action
against the New Lenders by reason of Obligors’ failure to give such notice or obtain such consent even if the New Lenders
are aware of such failure.


 





ARTICLE 3


 


MISCELLANEOUS


 


Section 3.1          Successors;
Continuing Effect. This Agreement is being entered into for the benefit of, and shall be binding upon, (a) the New Lenders
and their respective successors and assigns, including subsequent holders of New Lender Debt, and the term “New Lender”
shall include any such subsequent or additional holder of New Lender Debt, wherever the context permits, (b) Noteholder Agent and
its successors and assigns, including subsequent agents for the Noteholders under the Noteholder Documents and any other Person
holding a Lien securing any obligation of any Obligor under or in connection with any of the Noteholder Documents, and the term
“Noteholder Agent” shall include any such subsequent or additional agent or holder of a Lien, wherever
the context permits, Noteholder Agent shall not assign any Lien of Noteholder Agent securing any Noteholder Debt unless the proposed
assignee executes and delivers to the New Lenders a written acknowledgment in form and substance reasonably acceptable to the New
Lenders that such assignee is bound by the terms and conditions of this Agreement.


 


Section 3.2          Further
Assurances. Each party hereto will, at any time and from time to time, promptly execute and/or authorize and deliver all further
instruments and documents, and take all further action, that any other party hereto may reasonably request in order to perfect
or otherwise protect any right or interest granted or purported to be granted hereby or to enable the New Lenders or Noteholder
Agent to exercise and enforce its rights and remedies hereunder, including, without limitation, appropriate amendments to financing
statements authorized by any Obligor in favor of Noteholder Agent or the New Lenders in order to refer to this Agreement (but this
Agreement shall remain fully effective notwithstanding any failure to execute any additional documents or instruments). Without
limiting the generality of the foregoing, in connection with any refinancing or replacement of all or any portion of the New Lender
Debt, Noteholder Agent agrees, if requested by the New Lenders, to promptly execute an intercreditor and lien subordination agreement
substantively similar to this Agreement in favor of the new lender.


 


Section 3.3          Indemnification.
Obligors shall, jointly and severally, indemnify, reimburse and hold harmless each of the New Lenders and the Noteholder Agent
and its respective partners, members, shareholders, officers, directors, employees and agents (and any other persons with other
titles that have similar functions) (collectively, “Indemnitees”) from and against any and all losses,
claims, liabilities, damages, penalties, suits, costs and expenses, of any kind or nature, (including fees relating to the cost
of investigating and defending any of the foregoing) imposed on, incurred by or asserted against such Indemnitee in any way related
to or arising from or alleged to arise from this Agreement or the Collateral, except any such losses, claims, liabilities, damages,
penalties, suits, costs and expenses which result from the gross negligence or willful misconduct of the Indemnitee as determined
by a final, nonappealable decision of a court of competent jurisdiction. This indemnification provision is in addition to, and
not in limitation of, any other indemnification provision in the New Lender Documents, the Notes, the Note Purchase Agreement or
any other agreement, instrument or other document executed or delivered in connection herewith or therewith.


 



    	 



    	 



    




 


Section 3.4           Expenses.
Obligors shall pay to the New Lenders, upon demand, the amount of any and all expenses, including, without limitation, the reasonable
fees and expenses of counsel for the New Lenders, which the New Lenders may incur in connection with the exercise or enforcement
of any of its rights or interests vis-à-vis any Obligor or Noteholder Agent, and all such amounts shall constitute part
of the New Lender Debt. Obligors shall pay to Noteholder Agent, upon demand, the amount of any and all expenses, including, without
limitation, the reasonable fees and expenses of counsel for Noteholder Agent, which Noteholder Agent may incur in connection with
the exercise or enforcement of any of its rights or interests vis-à-vis any Obligor or the New Lenders.


 


Section 3.5           Notices;
Amendments, Etc.


 


(a)          All notices, requests
and demands to or upon the parties to this Agreement to be effective shall be in writing (including by facsimile or telecopy transmission)
and shall be deemed to have been duly given or made (i) when delivered by hand or (ii) three business days after being deposited
in the mail, postage prepaid or (iii) one business day after being sent by priority overnight mail with an internationally recognized
overnight delivery carrier or (iv) if by telecopy or facsimile, when received, at the address or transmission number for the applicable
party set forth below:


 


(i)         If to CWP at:


 


	 	Calm Waters Partnership
	 	115 S. 84th St.
	 	Milwaukee, WI 53214
	 	Facsimile No: (414) 453-9174
	 	Attention: Richard S. Strong


 


With a copy to:


 


	 	Godfrey & Kahn S.C.
	 	780 North Water Street
	 	Milwaukee, Wisconsin 53202-3590
	 	Facsimile No:  (414) 273-5198
	 	Attention: Dennis Connolly


 



    	 



    	 



    




 


(ii)          If to Noteholder
Agent at:


 


	 	Pinnacle Family Office Investments, L.P.
	 	5910 North Central Expressway., Suite 1475
	 	Dallas, TX 75206
	 	Facsimile No:  (469) 941-4303
	 	Attention:  Barry M. Kitt


 


		(iii)	         If to E-Cig or any Obligor:



 


	 	Electronic Cigarettes International, Ltd.
	 	14200 Ironwood Drive
	 	Grand Rapids, Michigan  49534
	 	Facsimile No:  1-888-479-0691
	 	Attention:  Philip Anderson


 


With a copy (for informational
purposes only) to:


 


	 	Pryor Cashman LLP
	 	7 Times Square
	 	New York, New York 10036
	 	Facsimile:  (212) 798-6319
	 	Attention:  M. Ali Panjwani, Esq.


 


		(iv)	         If to any Additional Lender:



 


	 	c/o Tiburon Opportunity Fund, L.P.
	 	13313 Point Richmond Beach Road NW 
	 	Gig Harbor WA  98332
	 	Facsimile No:  (253) 858-7866
	 	Attention:  Peter Bortel 


 


The parties to this Agreement may change
their addresses and transmission numbers for notices by providing written notice of such new address to the other party hereto.


 


(b)          This Agreement
may be amended and the terms hereof may be waived only with the written consent of Noteholder Agent and the New Lenders, or their
authorized successors and assigns, and no consent of any Obligor shall be required in order to amend this Agreement.


 


Section 3.6           Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or invalidity without invalidating the remaining portions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.


 



    	 



    	 



    




 


Section 3.7          GOVERNING
LAW; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT
THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK. THE NEW LENDERS, NOTEHOLDER AGENT AND OBLIGORS EACH CONSENT TO THE JURISDICTION
OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED IN NEW YORK COUNTY, NEW YORK AND WAIVES TRIAL BY JURY AND WAIVES ANY OBJECTION TO
JURISDICTION AND VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND FURTHER AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF JURISDICTION
OR VENUE.


 


Section 3.8          Entire
Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto regarding the subject matter
hereof.


 


Section 3.9          Counterparts.
This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument,
but all such counterparts together shall constitute one agreement.


 


[Signatures appear on following pages]


 



    	 



    	 



    




 


IN WITNESS WHEREOF,
the undersigned have caused this Intercreditor Agreement to be duly executed and delivered by their respective duly authorized
officers on the date and year first above written.


	 	 	 	 	 
	 	ELECTRONIC CIGARETTES INTERNATIONAL GROUP, LTD., as an Obligor
	 	 	 	 	 
	 	By:	 	 
	 	Name: 	Philip Anderson	 
	 	Title:  	Chief Financial Officer	 
	 	 	 	 	 
	 	VCIG LLC, as an Obligor
	 	 	 	 	 
	 	By:	 	 
	 	Name:	Philip Anderson	 
	 	Title:	Manager	 
	 	 	 	 	 
	 	FIN BRANDING GROUP, LLC, as an Obligor
	 	 	 	 	 
	 	By:	 	 
	 	Name:	Philip Anderson	 
	 	Title:	Manager	 
	 	 	 	 	 
	 	HARDWIRE INTERACTIVE ACQUISITION COMPANY, as an Obligor
	 	 	 	 	 
	 	By:	 	 
	 	Name:	Philip Anderson	 
	 	Title:	President	 
	 	 	 	 	 
	 	VICTORY ELECTRONIC CIGARETTES, INC., as an Obligor
	 	 	 	 	 
	 	By:	 	 
	 	Name:	Philip Anderson	 
	 	Title:	President	 


 



    	 



    	 



    




 


	 	 	 	 	 	 
	 	VAPESTICK HOLDINGS LIMITED, as an Obligor
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	Name:	 	 
	 	Title:	 	 	 
	 	 	 	 	 	 
	 	MUST HAVE LIMITED, as an Obligor
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	Name:	 	 
	 	Title:	 	 	 
	 	 	 	 	 	 
	 	E-CIGS UK HOLDING COMPANY LIMITED, as an Obligor
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	Name:	 	 
	 	Title:	 	 	 








 



    	 



    	 



    

 


	 	 	 	 	 	 	 
	 	Pinnacle Family Office Investments, L.P., as Noteholder Agent and a Noteholder
	 	 	 	 	 	 	 
	 	By: Pinnacle Family Office, LLC, its General Partner
	 	 	 	 	 	 	 
	 	 	By:	 	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 	 





	 	 	 	 	 	 
	 	CALM WATERS PARTNERSHIP, as “CWP”
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	Name:	 	 
	 	Title:	 	 	 


 



    	 



    	 



    




 


IN WITNESS WHEREOF,
the undersigned have caused this Intercreditor Agreement to be duly executed and delivered by their respective duly authorized
officers on the date and year first above written.


	 	 	 	 	 	 
	 	lenders:
	 	 	 	 	 	 
	 	By:	 	 	 	 
	 	Name:	 	 
	 	Title:	 	 	 


 



    	 



    	 



    




 


The undersigned constitute certain of the
Noteholders referred to in the foregoing Intercreditor Agreement (the “Agreement”; capitalized terms used herein
shall have the meanings ascribed to such terms in the Agreement), and each of the undersigned hereby acknowledges and consents
to the Agreement and acknowledges and agrees in favor of the New Lenders as follows: (a) Noteholder Agent is duly authorized to
execute, deliver and perform the Agreement and any and all amendments and other modifications thereto from time to time, and to
take all action under and in connection with the Agreement on behalf of each Noteholder from time to time, and the New Lenders
may rely on such authority without notice to any Noteholder or further inquiry, (b) any Lien or evidence thereof (including any
mortgage, deed of trust, security agreement, or financing statement) in favor of any Noteholder with respect to the assets of any
Obligor shall be subject to the rights of the New Lenders on the terms and conditions set forth in the Agreement, notwithstanding
the fact that Noteholder Agent is not named as the secured party, mortgagee or the like, and (c) the undersigned and the Noteholder
Agent are the holders of at least 51% of the aggregate amount of Notes outstanding and, accordingly, the acknowledgments and agreements
of the undersigned set forth herein (together with the signatures of the Borrower and Agent on the Agreement) are sufficient to
cause the Agreement to be binding on all Noteholders.


 


To the extent that the Noteholder Agent
is not reimbursed and indemnified by the Obligors, the Noteholders will jointly and severally reimburse and indemnify the Noteholder
Agent, in proportion to their initially purchased respective principal amounts of Notes, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever
which may be imposed on, incurred by or asserted against the Noteholder Agent in performing its duties hereunder or under the
Agreement or any other Noteholder Document, or in any way relating to or arising out of the Agreement or any other Noteholder
Document except for those determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction
to have resulted solely from the Noteholder Agent's own gross negligence or willful misconduct. Prior to taking any action hereunder
as Noteholder Agent, the Noteholder Agent may require each Noteholder to deposit with it sufficient sums as it determines in good
faith is necessary to protect the Noteholder Agent for costs and expenses associated with taking such action.


	 	 	 	 	 	 	 
	J. Steven Emerson ROTH IRA, as Existing Lender	 	J. Steven Emerson IRA R/O II, as Existing Lender
	 	 	 	 	 	 	 
	By:	 	 	 	By:	 	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 
	 	 	 	 	 	 	 
	Porter Family Trust, as Existing Lender	 	Porter Partners, LP:, as Existing Lender
	 	 	 	 	 	 	 
	By:	 	 	 	By:	 	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 
	 	 	 	 	 	 	 
	EDJ Limited, as Existing Lender	 	Tiburon Opportunity Fund LP, as Existing Lender
	 	 	 	 	 	 	 
	By:	 	 	 	By:	 	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 



 



    	 



    	 



    




 


	 	 	 	 	 	 	 
	Skylands Special Investment LLC, as Existing Lender	 	Skylands Quest LLC, as Existing Lender
	 	 	 	 	 	 	 
	By:	 	 	 	By:	 	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 
	 	 	 	 	 	 	 
	Skylands Special Investment II LLC, as Existing Lender	 	Calm Waters Partnership, as Existing Lender
	 	 	 	 	 	 	 
	By:	 	 	 	By:	 	 
	Name:	 	 	Name:	 
	Title:	 	 	Title: