Vapor Group Inc (VPOR)

[DKW1000]

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The Merger will be consummated by a share exchange wherein the capital stock of the shareholders of the merging corporation will be exchanged for existing series of preferred stock of the Company (the "Share Exchange"). Any preferred stock issued as part of the Share Exchange will be subject to a holding period prior to its convertibility to common stock, such that there is no short term dilution to the common shareholder from the conversion of preferred stock.

Moreover, no common stock will be issued in the Share Exchange such that no additional shares of common stock will be issued which would be dilutive to the common shareholder.