Pursuant to the terms of the securities purchase agreement, we are required to have a shareholder meeting no later than April 30, 2011 seeking shareholder approval for (x) the issuance of all Note Shares and Warrant Shares without any restrictions or limitations pursuant to the NYSE Amex and (y) an increase in our authorized shares of common stock to 400,000,000 (“Shareholder Approval”). Prior to obtaining Shareholder Approval we are required to reserve that number of shares of our common stock which represents 100% of the Notes Shares and the Series A Warrant Shares; after obtaining Shareholder Approval, we are required to reserve that number of shares of our common stock which represents 130% of the shares of common stock issuable upon conversion of the Notes and exercise of the Warrants. Failure to obtain Shareholder Approval by the required dates constitutes an event of default under the Notes