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Long-vestor

01/09/14 10:45 PM

#69136 RE: Chag #69135

Tuesday March 18, 2014 Is the deadline per the 8K. 74 days from Jan 3. The normal process is to give voters 30 days notice via a proxy.. From that notice, in general, a special meeting of the stock holders is set to commence the vote, 30 days later. This is not standard as there are many times 90 or more days can transpire, but the 8K states 74 days.

So, proxy should be sent out by Jan 18. then 60 days later is the time to expect the reverse split and increased authorized, if so voted. If not then continue holding meetings every 30 days until approved. So, for now, Deadline: Tuesday March 18, 2014

http://www.sec.gov/Archives/edgar/data/842722/000114420414000413/v364546_ex10-1.htm
EXHIBIT 10.1 page 33, last para, section (w)

(w) Stockholder Approval. The Company shall provide each stockholder entitled to vote at a special or annual meeting of stockholders of the Company (the "Stockholder Meeting"), which shall be called as promptly as practicable after the date hereof, but in no event later than 74 days after the Initial Closing (the "Stockholder Meeting Deadline"), a proxy statement (the "Proxy Statement"), in a form reasonably acceptable to the Buyers after review by Schulte Roth & Zabel LLP at the expense of the Company, soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions (the "Resolutions") providing for (i) the increase in authorized number of shares of Common Stock of the Company to 800,000,000 and (ii) a reverse stock split of the Common Stock at a ratio of 200 to 1 (such affirmative approval being referred to herein as the "Authorized Share Stockholder Approval" and the date such approval is obtained, the "Authorized Share Stockholder Approval Date"), and the Company shall use its reasonable best efforts to solicit its stockholders' approval of such Resolutions and to cause the Board of Directors of the Company to recommend to the stockholders that they approve the Resolutions. The Company shall file the preliminary Proxy Statement with the SEC as soon as practicable after the date hereof, but in no event later than twenty (20) days after the Initial Closing. The Company shall be obligated to seek to obtain the Authorized Share Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts, the Authorized Share Stockholder Approval is not obtained at the Stockholder Meeting, the Company shall cause an additional Stockholder Meeting to be held every thirty (30) days thereafter until the Authorized Share Stockholder Approval is obtained. No later than one (1) Trading Day following the Authorized Share Stockholder Approval, the Company shall file with the Secretary of State of Nevada a certificate of amendment to the Company's Articles of Incorporation to effect the Authorized Share Stockholder Approval, which certificate of amendment shall provide that it shall become immediately effective upon filing (such filing, the "Amendment Filing", and the occurrence of both the Authorized Share Stockholder Approval and the Amendment Filing, the "Increased Shares Amendment"). The date on which the Increased Shares Amendment becomes effective is referred to herein as the "Authorized Share Increase Date". As used herein, "Authorized Share Increase Deadline" means the date seventy-five (75) days following the Initial Closing.