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<PAGE>
CONSENT SOLICITATION
OF
ALLION HEALTHCARE, INC.
February __, 2000
Dear Stockholder,
The Board of Directors of Allion Healthcare, Inc., a Delaware
corporation (the "Company"), hereby requests your consent in writing to take the
following actions without a meeting of the Company's stockholders, as permitted
by the General Corporation Law of Delaware:
PROPOSAL ONE
We request your consent to amend the Company's Restated
Certificate of Incorporation to change the Company's name to "MOMSPharmacy.com
Holdings, Inc." The change in name reflects the fact that we intend to focus our
resources on the development of our Internet-based pharmacy, MOMSPharmacy.com,
operated by a wholly owned subsidiary of the Company.
PROPOSAL TWO
We request your consent to amend the Company's Restated
Certificate of Incorporation to increase the number of authorized shares of
capital stock of the Company to twenty million (20,000,000) shares, consisting
of fifteen million (15,000,000) shares of common stock, par value $.001 per
share, and five million (5,000,000) shares of preferred stock, par value $.001
per share. The Board of Directors will determine the designation, rights and
preferences of the preferred stock from time to time. In order to obtain
additional financing to fund the development and operation of our Internet-based
pharmacy and to fund the operation of our mail order pharmacy, we intend to
issue additional shares of our common and preferred stock. Currently, the number
of authorized shares of capital stock is insufficient to allow us to meet our
capital requirements. If this proposal is approved, we hope to enter into an
agreement to issue shares of our preferred stock for one million U.S. dollars
($1,000,000). There can be no assurance, however, that we will be able to issue
additional shares of capital stock on terms acceptable to us or at all.
A copy of the proposed Certificate of Amendment to our
Restated Certificate of Incorporation is attached hereto as Appendix A. Please
read the entire Certificate of Amendment carefully before considering the
proposals.
The Board of Directors has reviewed and considered the
proposed amendments and has unanimously approved both proposals and recommends
you approve the proposals. The proposals require the approval of a majority of
the holders of common stock of the Company.
<PAGE>
Holders of 2,500,000 shares of our common stock, representing
more than a majority of the outstanding shares, have informed us that they
intend to approve the proposals.
The Board of Directors has fixed the close of business on
February 8, 2000 as the record date for the determination of stockholders
entitled to consent to the adoption and approval of the proposals.
Stockholders of the Company are being asked to express their
consent to the proposals by MARKING, SIGNING, DATING AND MAILING the enclosed
consent form and returning it promptly in accordance with the instructions set
forth below. An executed consent may be revoked at any time by a written
revocation thereof executed and delivered to the Company, 33 Walt Whitman Road,
Suite 200A, Huntington Station, New York 11746 prior to the time that the
actions authorized by such consent become effective.
By Order of the Board of Directors
<PAGE>
APPENDIX A
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
ALLION HEALTHCARE, INC.
UNDER SECTION 242 OF THE GENERAL CORPORATION LAW
ALLION HEALTHCARE, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: The name of the corporation (the "Corporation") is
Allion Healthcare, Inc.
SECOND: The Corporation's original Certificate of
Incorporation was filed with the Secretary of State on February 3, 1989, and the
Restated Certificate of Incorporation was filed with the Secretary of State on
November 15, 1999.
THIRD: The Restated Certificate of Incorporation currently
authorizes the issuance of five million (5,000,000) shares of common stock, par
value $.001 per share.
FOURTH: That, pursuant to Section 141(f) of the General
Corporation Law of the State of Delaware, resolutions have been duly adopted and
written consent has been given by the Board of Directors of the Corporation,
setting forth the proposed amendments to the Restated Certificate of
Incorporation of the Corporation, declaring said amendments to be advisable. The
resolutions setting forth the proposed amendments are as follows:
RESOLVED, that the Restated Certificate of Incorporation of
this corporation be amended by changing the Article thereof numbered "FIRST" so
that, said Article shall be amended and restated in its entirety as follows:
<PAGE>
"FIRST: The name of the Corporation is MOMSPharmacy.com
Holdings, Inc."
FURTHER RESOLVED, that the Restated Certificate of
Incorporation of this corporation be amended by changing the Article thereof
numbered "FOURTH" so that, said Article shall be amended and restated in its
entirety as follows:
"FOURTH: The total number of shares of capital stock which the
Corporation shall have authority to issue is twenty million (20,000,000) shares,
consisting of fifteen million (15,000,000) shares of Common Stock, par value
$.001 per share and five million (5,000,000) shares of Preferred Stock, par
value $.001 per share. Preferred Stock may be issued from time to time (1) in
one or more Series, with such distinctive serial designations; and (2) may have
such voting powers, full or limited, or may be without voting powers; and (3)
may be subject to redemption at such time or times and at such prices; and (4)
may be entitled to receive dividends (which may be cumulative or noncumulative)
at such rate or rates, on such conditions, and at such times and payable in
preference to, or in such relation to, the dividends payable on any other class
or classes or assets of the Corporation; and (6) may be made convertible into,
or exchangeable for, shares of any other class or classes or of any other series
of the same or any other class or classes of stock of the Corporation, at such
price or prices or at such rates of exchange, and with such adjustments; and (7)
shall have such other relative, participating, optional and other special rights
and qualifications, limitations or restrictions thereof, all as shall hereafter
be stated and expressed in the resolution or resolutions providing for the issue
of such preferred stock from time to time adopted by the Board of Directors
pursuant to authority to do so which is hereby vested in the Board."
FIFTH: That, thereafter, pursuant to the resolutions of the
Board of Directors of the Corporation, the amendments to the Restated
Certificate of Incorporation herein certified have been duly authorized and
adopted and written consent has been given by the holders of a majority of the
outstanding shares of the Corporation in accordance with Sections 228 and 242 of
the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this amendment
to the Restated Certificate of Incorporation to be signed by the undersigned,
who affirms that the execution hereof is the act and deed of the Corporation and
that the facts stated therein are true and correct under the penalties of
perjury, on this ___ day of February 2000.
By:_____________________________
Michael Moran
President
<PAGE>
THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ALLION HEALTHCARE, INC.
The undersigned as the record holder of ____________ shares of common
stock of Allion Healthcare, Inc. (the "Company"), hereby
CONSENTS |_| DOES NOT CONSENT |_| ABSTAINS |_|
to Proposal One - the proposed amendment changing the name of the Corporation;
and hereby,
CONSENTS |_| DOES NOT CONSENT |_| ABSTAINS |_|
to Proposal Two - the proposal to increase the number of authorized shares of
capital stock of the Company.
If no election is specified, any otherwise properly completed and
signed form will be deemed a consent to such changes.
Upon receipt by the Company of consents from the registered holders of
at least a majority in aggregate principal amount of record holders, the Company
will cause the proposals discussed in the Consent Solicitation to be effected.
Consent hereby given, if effective, will be binding on the record
holder who gives such consent, or any record holder subject only to revocation
in writing as described in the Consent Solicitation.
Please sign and date and return in the enclosed self-addressed,
postage-paid envelope to Allion Healthcare, Inc., 33 Walt Whitman Road, Suite
200A, Huntington Station, New York 11746.
Dated ___________________, 2000
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Print record holder name
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Signature
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Signature
Joint owners should each sign. Attorneys-in-fact, executors, administrators,
trustees, guardians or corporation officers, please give title and name of
entity represented by the consent.
