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Unregistered Sales of Equity

As previously disclosed, on June 19, 2015, Vapor Corp. (the Company) entered into agreements (the Waivers), with certain investors in each of its private placement offerings under the Securities Purchase Agreement dated March 3, 2015 and the Securities Purchase Agreement dated November 14, 2014 (together, the Agreements) amending certain terms of the Agreements. In exchange, the Company agreed to issue the investors under the Agreements (the Prior Investors) additional shares of common stock in the event of certain future lower-priced issuances of securities of the Company.

On July 29, 2015, pursuant to the Waivers and in connection with the closing of a previously disclosed registered public offering, the Company incurred the obligation to issue the Prior Invest ors a total of 760,761 shares of common stock. In addition, as a result of the closing, the Prior Investors were entitled to be issued an additional 1,798,676 shares of common stock and to have the exercise price of 1,442,126

outstanding warrants reduced to $1.10. However, under the rules of The Nasdaq Capital Market, such additional issuance and reduction in exercise price required the Company to first obtain shareholder approval. As described under Item 5.07, below, the Company obtained the necessary shareholder approval on October 16, 2015. As a result, the Company is authorized to issue the Prior Investors the 1,798,676 additional shares and to implement the...