| | | | By the Order of the Board of Directors: | |
| | | | ||
| | | | /s/ Jeffrey Holman | |
| | | | Jeffrey Holman | |
| | | | Chairman of the Board and Chief Executive Officer | |
| NOTICE OF SPECIAL MEETING OF STOCKHOLDERS | | | | | | | |
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| | | | | A-1 | | |
Proposals | | | Vote Required | | | Broker Discretionary Vote Allowed | | | Effect of Abstentions on the Proposal | |
To approve | | | Majority of the outstanding voting shares | | | | | Vote | ||
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Name of Beneficial Owner | | | Number of Common Share Equivalents Beneficially Owned(1) | | | Percentage of Common Share Equivalents Beneficially Owned(1) | | ||||||
Name of Executive Officers and Directors: | | | | ||||||||||
Jeffrey Holman(2) | | | | | 232,221 | | | | | | * | | |
Christopher Santi(3) | | | | | 23,000 | | | | | | * | | |
Gregory Brauser(4) | | | | | 207,719 | | | | | | * | | |
Gina Hicks(5) | | | | | 0 | | | | | | 0% | | |
William Conway III(6) | | | | | 0 | | | | | | 0% | | |
Daniel MacLachlan(7) | | | | | 0 | | | | | | 0% | | |
Nikhil Raman(8) | | | | | 0 | | | | | | 0% | | |
All Executive Officers and Directors as a Group (7 Persons) | | | | | 542,757 | | | | | | * | | |
Other Five Percent Stockholder: | | | | ||||||||||
None | | | | | — | | | | | | — | | |
Title of Class | | | Name and Address of Beneficial Owner | | | Amount and Nature of Beneficial Ownership(1) | | | Percent of Class(1) | | ||||||
Directors and Named Executive Officers: | | |||||||||||||||
Common Stock | | | Jeffrey Holman(2) | | | | | 3 | | | | | | * | | |
Common Stock | | | Gina Hicks(3) | | | | | 0 | | | | | | * | | |
Common Stock | | | Christopher Santi(4) | | | | | 3 | | | | | | * | | |
Common Stock | | | Gregory Brauser(5) | | | | | 9 | | | | | | * | | |
Common Stock | | | Clifford J. Friedman(6) | | | | | 0 | | | | | | * | | |
Common Stock | | | Anthony Panariello, M.D.(7) | | | | | 0 | | | | | | * | | |
Common Stock | | | All directors and executive officers as a group (6 persons)(8) | | | | | 15 | | | | | | * | | |
5% Stockholders: | | | | | ||||||||||||
Common Stock | | | Kevin Frija | | | | | 1,405,910,203 | | | | | | 28.12% | | |
| | | Common Stock and Equivalents Outstanding Prior to Reverse Stock Split | | | Common Stock and Equivalents Outstanding Assuming Certain Reverse Stock Split Ratios | | ||||||||||||||||||||||||
| | | Shares | | | Percent of Total | | | 1-for-10,000 | | | 1-for-15,000 | | | 1-for-20,000 | | |||||||||||||||
Common Stock outstanding | | | | | 938,386,644 | | | | | | 1.63% | | | | | | 93,839 | | | | | | 62,559 | | | | | | 46,919 | | |
Common Stock subject to Vesting | | | | | 10,000 | | | | | | 0.00% | | | | | | 1 | | | | | | 1 | | | | | | 1 | | |
Common Stock underlying warrants(1) | | | | | 56,626,747,092 | | | | | | 98.37% | | | | | | 5,662,675 | | | | | | 3,775,117 | | | | | | 2,831,337 | | |
Common Stock underlying options | | | | | 38,246 | | | | | | 0.00% | | | | | | 4 | | | | | | 3 | | | | | | 2 | | |
Common Stock reserved for conversion of Series A Convertible Preferred Stock | | | | | 2,355,360 | | | | | | 0.00% | | | | | | 236 | | | | | | 157 | | | | | | 118 | | |
Total Common Stock and equivalents | | | | | | | | | | | 100% | | | | | | |||||||||||||||
Common Stock available for future issuance(2) | | | | | (52,567,537,342) | | | | | | | | | | | | 4,994,243,245 | | | | | | 4,996,162,164 | | | | | | 4,997,121,623 | | |
| | | Common Stock and Equivalents Outstanding Prior to Reverse Stock Split | | | Common Stock and Equivalents Outstanding Assuming Certain Reverse Stock Split Ratios | | ||||||||||||||||||||||||
| | | Shares | | | Percent of Total | | | 1-for-10,000 | | | 1-for-15,000 | | | 1-for-20,000 | | |||||||||||||||
Common Stock outstanding | | | | | 13,405,524 | | | | | | 1.63% | | | | | | 1,341 | | | | | | 894 | | | | | | 670 | | |
Common Stock subject to Vesting | | | | | 143 | | | | | | 0.00% | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Common Stock underlying warrants(1) | | | | | 808,953,686 | | | | | | 98.37% | | | | | | 80,895 | | | | | | 53,930 | | | | | | 40,448 | | |
Common Stock underlying options | | | | | 547 | | | | | | 0.00% | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Common Stock reserved for conversion of Series A Convertible Preferred Stock | | | | | 33,643 | | | | | | 0.00% | | | | | | 3 | | | | | | 2 | | | | | | 2 | | |
Total Common Stock and equivalents | | | | | | | | | | | 100% | | | | | | |||||||||||||||
Common Stock available for future issuance(2) | | | | | 4,177,606,457 | | | | | | | | | | | | 4,999,917,761 | | | | | | 4,999,945,174 | | | | | | 4,999,958,880 | | |
| | | | By the Order of the Board of | |
| | | | /s/ Jeffrey Holman Jeffrey Holman Chairman of the Board and Chief Executive Officer | |
| | | | VAPOR CORP. | | |||
| | | | By: | | | | |
| | | | | | | , | |
| | | | | | | |
| (Print Name of Stockholder and/or Joint Tenant) | |
| (Signature of Stockholder) | |
| (Second Signature if held jointly) | |
1. To approve | |||||||||||