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kirk9098

12/02/13 7:46 PM

#32993 RE: neverenough44 #32991

I think they amended the board of directors to include the new board directors? Read below from there 8k on 04/05/12.

http://yahoo.brand.edgar-online.com/displayfilinginfo.aspx?FilingID=8536128-1124-21709&type=sect&TabIndex=2&companyid=94050&ppu=%252fdefault.aspx%253fcik%253d1161582

A copy of the Escrow Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1.

In connection with the Closing, on April 5, 2012, we entered into a voting agreement (the “Voting Agreement”) with SGT’s former stockholders, the Investor Representative and Europa International Inc., a Delaware corporation and current holder of our common stock (“Europa”), pursuant to which, among other things, such stockholders agreed to vote the shares of our capital stock held by such stockholders to elect the following persons to our board of directors (the “Board”):

· three persons designated by the SGT Representative (the “SGT Directors”), one of which must be an independent director, which persons shall initially be Sterling C. Scott, with two seats remaining vacant, for so long as SGT’s former stockholders or any of their affiliates continue to own beneficially shares of our common stock; and

· two persons designated by the Investor Representative, one of which must be an independent director, which persons shall initially be Craig Ellins, with one seat remaining vacant, for so long as the Investor Representative, Europa or any of their affiliates continue to own beneficially shares of our common stock.
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rookanignit

12/02/13 7:50 PM

#32994 RE: neverenough44 #32991

Maybe has something to do with this...

On April 5, 2012, we issued a 6% Senior Secured Convertible Note to Mr. Scott in the principal amount of $282,000 pursuant to the terms and conditions of the Purchase Agreement. Reference is made to the disclosure in Item 2.01 of this Current Report on Form 8-K regarding the material terms of the Notes, which disclosure is incorporated herein by reference.

Phot