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Re: BE1CB post# 42481

Tuesday, 03/03/2015 2:19:12 PM

Tuesday, March 03, 2015 2:19:12 PM

Post# of 87250
I'm long ECIG and have been since mid December. However, turning a blind eye to the facts isn't doing you or anyone else justice. While some might quote investopedia lingo that many do not understand, that doesn't change the fact that the numbers that are written, spoken about, and reflected in the filings are real. Please don't be that fan/cheerleader who doesn't know that their team doesn't only needs support, but the ability to win the game. IMHO one way or another, this company will have to free up shares whether it be through RS or increasing the AS- if that happens next month or at the end of the year is TBD, but growing companies do not typically operate for any extended period of time without the ability to issue more shares for acquisitions, options that are already in existence, and debt that still needs the ability to be converted, or for anything else, such as employee benefit packages and whatever else under the sun.

For example, in some of the recent note holders agreements, you will find the following paragraph. Where there are a few key points to make. One, being the first sentence alone makes it seem that if the float is indeed currently locked, that they will have to have 15,000,000 shares at the minimum available at ALL TIMES. Secondly, the last sentence says that if they do not meet these requirements, that they must file Form 14A, which they now have done.

" vi. Reservation of Shares Issuable Upon Conversion . The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock a number of shares of Common Stock at least equal to 15,000,000 for the sole purpose of issuance upon conversion of this Note and payment of interest on this Note, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Notes), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in any transaction document issued in connection with this Note) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this Note and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable. If, on the first Closing Date, the number of shares of Common Stock available for issuance upon conversion of this Note and payment of interest on this Note is less than 200% of the Required Minimum on such date, then the Board of Directors shall use commercially reasonable efforts to cause the Company to file a Form 14A with the Commission to increase the number of authorized but unissued shares of Common Stock so that at least 200% of the Required Minimum shares of Common Stock are available for issuance upon conversion of this Note and payment of interest on this Note at such time, as soon as possible and in any event not later than the 60th day after such date."

Again, IMHO, it's only a matter of time...This isn't a "bad" thing if done right, and will allow ECIG to grow and get rid of the debt and avoid further toxic dilution that they suffered from this past year. If they continue to grow revenues, distribution, increasing shareholder value,and eventually profit (keeping fingers crossed) this company has nowhere to go but up from here. Reading between the lines is great, but that doesn't mean ignore what is written.

Also, their press release also says that they have reneogtiated with 85% of the senior note holders, but what percent of the the $$ does the 15% of those note holders that are remaining represent? It does say "note holders" not notes. Maybe I'm reading too far into it, but to me, it is unclear.

I'm certainly not the most sophisticated investor, but I have taken the time to read, do my best to understand and then question the filings and releases to the best of my ability.

For all those who are in the same boat as I am, I urge you to do the same DD for yourself, and for the benefit of others.

All this being said, once again I am long and truly believe that we have a great opportunity to participate in the growth of a promising company with some great financial minds behind it.

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