ExWorksCapital Letterhead

EX-10.1 2 s101957_10-1.htm EXHIBIT 10.1

Exhibit 10.1

 

ExWorks Capital Letterhead 

Execution Version

 


Via Email          

 

September 18, 2015

  

Mr. Phil Anderson 

Chief Financial Officer 

Electronic Cigarettes International Group, Ltd 

14200 Ironwood Drive 

Grand Rapids, Michigan 49544

  

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

 

Dear Mr. Anderson:

 

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

 

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

 

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

 

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

 

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

 

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

 

Very truly yours,

 

ExWorks Capital Fund I, L.P.,  

 

By:  /s/ Robert Richardson           

Robert Richardson, 

Senior Portfolio Manager

 

[Signatures are continued on the next page]

 

 
 

 

September 18, 2015

Page 2

 

Agreed:

 

Electronic Cigarettes International Group, Ltd.,  

For itself and as agent for the other Borrowers

 

By:    /s/ Philip Anderson 

 

Print Name: Philip Anderson

  

Title: CFO

 

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

 

Victory Electronic Cigarettes, Inc.  

VCIG LLC 

 

By:   /s/ Philip Anderson

 Authorized representative

  

Print Name: Philip Anderson

  

Vapestick Holdings Limited  

Must Have Limited 

E-CIGS UK Holding Company Limited

  

By:    /s/ Philip Anderson 

 Authorized representative

 

Print Name: Philip Anderson