1. To elect three directors to the Board of Directors (the “Board”) each to serve a term of one year and until their respective successors have been elected and qualified, or until their earlier resignation or removal. 2. To approve an amendment to the Company’s 2012 Equity Incentive Plan, to increase by 5,000,000 the number of shares of common stock reserved for issuance under the plan. 3. To ratify the appointment of GBH CPAs, PC, as the Company’s independent auditors for the fiscal year ending December 31, 2014. 4. To consider a non-binding advisory vote on compensation of our named executive officers. 5. To consider a non-binding advisory vote on the frequency of the advisory vote on compensation of our named executive officers. 6. To approve the adjournment of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting for a quorum or to approve any of the proposals above. 7. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof. |