Yinghong Guangda Technology (UBLI) PRE 14A Preliminary proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 14A 

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UBL INTERACTIVE, INC. 

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UBL Interactive, Inc.

6701 Carmel Road, Suite 202

Charlotte NC, 28226

NOTICE OF CONSENT SOLICITATION

To the stockholders of UBL Interactive, Inc.:

Notice is hereby given that we are seeking the written consent of stockholders holding a majority of our outstanding common stock acting in lieu of a special meeting (the “Consent”) to authorize and approve the following proposal:

To approve an amendment (the “Plan Amendment”) to the Company’s 2010 Omnibus Equity Incentive Plan (the “Plan”) to (i) add 4,750,000 shares of the Company’s common stock to the amount of stock eligible for grant pursuant to the Plan, and (ii) insert an evergreen provision whereby, annually, the amount of shares of the Company’s common stock available pursuant to the Plan will reset.

The Plan Amendment was unanimously approved by the Board of Directors of the Company at the Board’s meeting on October 22, 2013.

Our Board of Directors has determined to seek approval of the proposal described herein by majority written consent of our stockholders. The Board of Directors believes that certain large holders, members of the Board of Directors and our executive officers may consent to the proposal, although there has been no formal request or agreement with respect to their authorization or consent. Approximately 16,475,918 shares of our outstanding common stock are believed to be controlled by our officers, directors and 5% or greater stockholders as of September 2, 2014, the record date for such actions. We are not holding a meeting of stockholders in connection with the proposal described herein. The Consent Solicitation Statement on the following pages describes the matter presented to stockholders in this consent solicitation. The Board of Directors requests that you sign, date and return the consent included asAnnex A to the Consent Solicitation Statement in the enclosed envelope as soon as possible. If you submit a properly executed written consent within 35 days of the earliest dated consent, then your stock will be voted in favor of the proposed transaction.

The date of this Consent Solicitation Statement is September __, 2014, and it is being mailed on or about September __, 2014, to all stockholders of record of our common stock as of the close of business on September 2, 2014. The proposal requires the consent of stockholders holding a majority of the outstanding shares of our common stock for its approval. The Plan Amendment to be approved pursuant to the written consent shall take effect upon our receipt of properly executed written consents from stockholders holding a majority of the outstanding shares of our common stock as of the record date.

By Order of the Board of Directors

/s/ Doyal Bryant

Doyal Bryant

Chair of the Board of Directors

September __, 2014 

UBL Interactive, Inc.

6701 Carmel Road, Suite 202

Charlotte, NC, 28226

(704) 930-0297 

CONSENT SOLICITATION STATEMENT

______ __, 2014

This Consent Solicitation Statement is being furnished to stockholders of UBL Interactive, Inc., a Delaware corporation (“we” or “us”), in connection with the solicitation of stockholder consents by our Board of Directors. We are soliciting stockholder consents in lieu of a special meeting of the stockholders to adopt an amendment (the “Plan Amendment”) to our2010 Omnibus Equity Incentive Plan (the “2010 Plan”) to:

(i) add 4,750,000 shares of our common stock to the amount of stock eligible for grant pursuant to the 2010 Plan, and

(ii) insert an evergreen provision whereby every October 1, the amount of shares of our common stock available pursuant to the 2010 Plan would reset to a number equal to the greater of (A) 20% of the then issued and outstanding shares of common stock of the Company, and (B) the number of shares of common stock available for grant pursuant to the 2010 Plan on the immediately preceding September 30.

Approval of the Plan Amendment requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote thereon. There are no dissenters’ rights under Delaware law applicable to the Plan Amendment.

A copy of the written consent to be executed by stockholders is annexed to this Consent Solicitation Statement asAnnex A. A copy of the 2010 Plan as amended by the Plan Amendment is included asExhibit A to this Consent Solicitation Statement.

Our Board of Directors unanimously approved the Plan Amendment at a meeting held October 22, 2013 and has directed that such matter be submitted to our stockholders for approval by written consent in lieu of a special meeting. Under Section 228 of theGeneral Corporation Law of the State of Delaware (the “DGCL”),any action required or permitted by the DCGL to be taken at an annual or special meeting of stockholders of a Delaware corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having at least the voting power that would be necessary to authorize or take such action at a meeting.

Only stockholders of record as of the close of business on September 2, 2014 (the “Record Date”) will be entitled to submit a written consent. As of the Record Date, there were outstanding 34,623,089 shares of our common stock. The holders of shares of our common stock on the Record Date are entitled to one vote for each share then held on each proposal that is the subject of this consent solicitation. Consents signed by the holders of a majority of the shares entitled to vote are required in order to approve the proposal set forth herein. To be counted towards the consents required for approval of the proposal described herein, your consent must be received within 35 days of the earliest dated consent. Under Delaware law and our Articles of Incorporation, the failure to timely deliver a consent will have the same effect as a vote against the proposals set forth herein.

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In order to register your consent to the matters set forth herein, you should return your signed and dated written consent in the enclosed envelope. The Plan will become effective promptly following receipt of the requisite stockholder consents.

You may revoke your written consent at any time prior to the time that we have received a sufficient number of consents to approve the proposal set forth herein. A revocation may be in any written form validly signed and dated by you, as long as it clearly states that the consent previously given is no longer effective. The revocation should be sent to us at UBL Interactive, Inc., 6701 Carmel Road, Suite 202, Charlotte NC, 28226, Attn: Chief Executive Officer.

Our Board of Directors believes that certain large holders, members of the Board of Directors, and our executive officers, may consent to the proposal contained herein, although there has been no formal request or agreement with respect to their authorization or consent. Approximately 16,475,918 shares of our outstanding common stock are believed to be controlled by our officers, directors and 5% or greater stockholders as of the record date.

We will pay the costs of soliciting these consents. In addition to soliciting consents by mail, our officers, directors and other regular employees, without additional compensation, may solicit consents personally, by facsimile, by e-mail or by other appropriate means. Vstock Transfer, LLC will assist in the mailing of this Consent Solicitation Statement, the collection of written consents and the tabulation of votes, but will not solicit any stockholders. Banks, brokers, fiduciaries and other custodians and nominees who forward written consent soliciting materials to their principals will be reimbursed for their customary and reasonable out-of-pocket expenses.

Our executive offices are located at 6701 Carmel Road, Suite 202, Charlotte NC, 28226.

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FREQUENTLY ASKED QUESTIONS

 The following questions and answers are intended to respond to frequently asked questions concerning the actions approved by our Board of Directors and a majority of the persons entitled to vote. These questions do not, and are not intended to, address all the questions that may be important to you. You should carefully read the entire Consent Solicitation Statement, as well as its exhibits and annexes in this Consent Solicitation Statement.

Q:            WHO IS ENTITLED TO CONSENT TO THE PROPOSAL DESCRIBED IN THIS CONSENT SOLICITATION STATEMENT?

A:            All stockholders of record of our common stock as of the close of business on September 2, 2014. As of September 2, 2014, there were 34,623,089 shares of our common stock outstanding. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these consent solicitation materials are being forwarded to you by your broker, bank or nominee who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or nominee to consent or to withhold consent to the proposals set forth herein. Your broker, bank or nominee has enclosed an instruction card for you to use in directing the broker, bank or nominee regarding whether to consent or to withhold consent to the proposal set forth herein.

Q:            WILL THERE BE A MEETING OF STOCKHOLDERS TO CONSIDER THE PROPOSAL SET FORTH IN THIS CONSENT SOLICITATION STATEMENT?

A:            No. We will not hold a meeting of stockholders. We are incorporated in the State of Delaware. Section 228 of theGeneral Corporation Law of the State of Delawarepermits our stockholders to take action without a meeting if the votes represented by consents in writing, setting forth the actions so taken, represent at least a majority of the outstanding voting power.

Q:            WHAT IS THE RECOMMENDATION OF OUR BOARD OF DIRECTORS AS TO THE PROPOSAL DESCRIBED IN THIS CONSENT SOLICITATION STATEMENT?

A:            Our Board of Directors recommends that stockholders CONSENT TO the proposal set forth in this Consent Solicitation Statement.

Q:            WHAT IS THE REQUIRED VOTE TO APPROVE THE PROPOSAL?

A.            Because we are seeking stockholder approval by soliciting written consents, the proposal must receive a number of consents representing at least a majority of the outstanding shares of our common stock entitled to submit consents to be approved.

Q:            WHAT DO I NEED TO DO NOW TO REGISTER MY CONSENT?

A:            After carefully reading and considering the information contained in this Consent Solicitation Statement, you may consent to the proposal set forth herein by signing and dating the enclosed written consent and returning it in the enclosed envelope as soon as possible.

Q:            What is the difference between a stockholder of record and a “street name” holder?

A:            If your shares are registered directly in your name with our transfer agent, Vstock Transfer, LLC, then you are a stockholder of record with respect to those shares.

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If your shares are held in a stock brokerage account or by a bank, or other nominee, then the broker, bank, or other nominee is the stockholder of record with respect to those shares. However, you still are the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot send their written consents directly and must instead instruct the broker, bank, or other nominee on how to send their written consents.

Q:            WHAT IF I DO NOT RETURN THE WRITTEN CONSENT?

A:            Because the proposal requires the written consents of the holders of a majority of the outstanding shares of our common stock, your failure to respond will have the same effect as a withheld consent.

Q:            CAN I VOTE AGAINST THE PROPOSAL?

A:            We are not holding a meeting of our stockholders, so there will be no “yea” or “nay” vote, as such. However, because the proposal requires the affirmative consent of the holders of a majority of our outstanding common stock, simply not delivering an executed written consent in favor of our proposal will have the same practical effect as a vote against the proposal would have if it were being considered at a meeting of stockholders.

Q:            CAN I REVOKE MY CONSENT AFTER I HAVE DELIVERED IT?

A:            You may revoke your written consent at any time prior to the time that we receive a sufficient number of written consents to approve the proposal set forth herein. A revocation may be in any written form validly signed and dated by you, as long as it clearly states that the consent previously given is no longer effective. The revocation should be sent to us at UBL Interactive, Inc., 6701 Carmel Road, Suite 202, Charlotte NC, 28226, Attn: Chief Executive Officer.

Q:            BY WHEN MUST WE RECEIVE A SUFFICIENT NUMBER OF CONSENTS?

A:            We are requesting you to send us your written consents by October __, 2014.

Q:            WHAT IS THE PURPOSE OF THE PLAN AMENDMENT?

A:            We maintain the 2010 Plan for several purposes, including: (i) to attract and retain qualified directors, officers and employees; (ii) to compensate consultants for services rendered to us which we could not otherwise afford to obtain; and (iii) to provide incentives for the generation of stockholder value. We believe that, without the Plan Amendment, there would be an insufficient number of shares eligible for grant, going forward, under the 2010 Plan to best satisfy the purposes of the 2010 Plan, as a result of the number of grants and options awarded to date under the 2010 Plan. We believe that it will be in the best interests of the Company to increase the number of shares eligible for grant under the 2010 Plan and to allow for a mechanism to automatically allow for the increase in shares available for grant under the 2010 Plan, annually as needed.

Q:            WHAT IS THE BOARD’S RECOMMENDATION? 

A: The Board’s recommendation is set forth together with the description of the proposal in this Proxy Statement. In summary, the Board recommends a vote:

forapproval of an amendment to the Company’s 2010 Omnibus Equity Incentive Plan to (i) add 4,750,000 shares of stock to the amount of stock eligible for grant pursuant to the Plan, and (ii) insert an evergreen provision whereby, annually, the amount of shares available pursuant to the Plan will reset.

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Q:            DISSENTERS’ RIGHT OF APPRAISAL

A:            Holders of shares of our Common Stock do not have appraisal rights under Delaware law or under the governing documents of the Company in connection with this solicitation.

Q:            HOW ARE CONSENT SOLICITATION STATEMENT MATERIALS DELIVERED TO HOUSEHOLDS?

A:            Only one copy of the this Consent Solicitation Statement will be delivered to an address where two or more stockholders reside with the same last name or who otherwise reasonably appear to be members of the same family based on the stockholders’ prior express or implied consent.

We will deliver promptly upon written or oral request a separate copy of this Consent Solicitation Statement upon such request.  If you share an address with at least one other stockholder, currently receive one copy of our Consent Solicitation Statement at your residence, and would like to receive a separate copy of our Consent Solicitation Statement for future stockholder meetings of the Company, please specify such request in writing and send such written request to UBL Interactive, Inc., 6701 Carmel Road, Suite 202, Charlotte NC, 28226; Attention: Corporate Secretary.

Q:            HOW MUCH STOCK IS OWNED BY 5% STOCKHOLDERS, DIRECTORS, AND EXECUTIVE OFFICERS?

A:            The following table sets forth information regarding the beneficial ownership of our common stock, par value $.01, per share, as of September, 2014 by (a) each person who is known by us to beneficially own 5% or more of our common stock, (b) each of our directors and named executive officers, and (c) all of our directors and executive officers as a group.

Name and Address of Beneficial Owner	Amount and  nature of beneficial  ownership (1)		Percent of  class (2)
Officer and Directors
Doyal Bryant (3)		8,024,000		22.0	%
Chris Travers (4)		8,964,000		24.3	%
John Patton (5)		1,875,000		5.1	%
David Jaques (6)		935,000		2.6	%
Jeff Guzy (7)		56,000		*
All Directors and Officers as a group (4 persons)		19,854,000		47.9	%
5% or greater stockholder
Radeon, LLC (8)		6,514,000		18.5	%
Jack Pilger (9)		2,337,018		6.6	%
Scott Nedderman		1,795,000		5.2	%

* Less than 1%

(1)

The address of each person is c/o of the Company unless otherwise indicated herein.

(2)

The calculation in this column is based upon 34,623,089 shares of common stock outstanding on September 11, 2014. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to the subject securities. Shares of common stock that are currently exercisable or exercisable within 60 days of September 11, 2014 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage beneficial ownership of such person, but are not treated as outstanding for the purpose of computing the percentage beneficial ownership of any other person.

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(3)	Includes 100,000 shares of the Company’s common stock held by Mr. Bryant’s spouse, Deborah Bryant. Also includes options to purchase an aggregate of 1,750,000 shares of the Company’s common stock held by Mr. Bryant and options to purchase 60,000 shares of the Company’s common stock held by Mrs. Bryant which are fully vested. Also includes 6,114,000 shares of the Company’s common stock held by the Bryant Irrevocable Trust dated 12/18/12 of which Mrs. Bryant is the Trustee.
(4)	Includes 6,014,000 shares of the Company’s common stock held by Radeon, LLC. Includes options to purchase an aggregate of 1,750,000 shares of the Company’s common stock, which are fully vested.  Includes warrants held by Radeon, L.L.C. to purchase an aggregate of 500,000 shares of the Company’s common stock, which are fully vested.
(5)	Consists of options to purchase an aggregate of 1,875,000 shares of the Company’s common stock, which are fully vested.
(6)	Includes options to purchase 360,000 shares of the Company’s common stock, which are fully vested.  Includes warrants held by The Edmonds-Jaques Family Trust dated 06/13/03, of which Mr. Jaques is a Trustee, to purchase an aggregate of 500,000 shares of the Company’s common stock, which are fully vested.
(7)	Consists of options to purchase an aggregate of 56,000 shares of the Company’s common, which are fully vested.
(8)	Chris Travers holds the voting and dispositive power of the shares and warrants held by Radeon, LLC.
(9)	Includes: (i) options to purchase 400,000 shares of the Company’s common stock at an exercise price $0.18, (ii) options to purchase 144,000 shares of the Company’s common stock at an exercise price $0.06, (iii) options to purchase 144,000 shares of the Company’s common stock at an exercise price of $0.10, and (iv) options to purchase 72,000 shares of the Company’s common stock at $0.10.

There are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Compensation Objectives

The objectives of our compensation program are as follows:

• Attract, hire and retain well-qualified executives.

• Reward performance that drives substantial increases in shareholder value, as evidenced through both future operating profits and increased market price of our common shares.

Compensation Setting Process

Role of Compensation Committee. The role of the Compensation Committee is to oversee the Company’s executive compensation strategy, oversee the administration of its executive compensation and its equity based compensation plans, review and approve the compensation of the Company’s CEO, and oversee the Company’s compensation plan for the Board of Directors. The Compensation Committee is comprised exclusively of independent outside directors and includes members with executive level experience in other companies who bring a perspective of reasonableness to compensation matters with our Company. In addition, the Compensation Committee compares executive compensation practices of similar companies at similar stages of development.

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Role of Management. In setting compensation for 2013, our CEO worked closely with the Compensation Committee and attended its meetings of the Compensation Committee. Our CEO made recommendations to the Compensation Committee regarding compensation of our executive officers other than him. No executive officer participated directly in the final deliberations regarding his or her own compensation package.

Elements of Executive Compensation

The compensation level of our executives generally reflects their level of experience and is designed to provide an incentive to positively affect our future operating performance and shareholder value.

Salary. Base salary is the primary fixed element in the Company’s compensation program and is intended to provide an element of certainty and security to the Company’s executive officers on an ongoing basis. Most of the executive officers have employment agreements with the Company and their initial salaries are set by contract.

Equity. Part of the compensation paid to our executives is in the form of equity, which to date has been exclusively through stock option grants. The stock option exercise price is generally the fair market value of the stock on the date of grant. Therefore, a gain is only recognized if the value of the stock increases, which promotes a long term alignment between the interests of the Company’s executives and its stockholders.

Bonus. The executive officers’ cash incentive awards are tied to achieving performance metrics established by the Compensation Committee at the beginning of each year, with input from the Chief Executive Officer, which are not re-set during the year, regardless of Company performance or economic conditions. The program creates incentive for the executive officers to direct their efforts toward achieving specified company goals and individual goals.

Summary Compensation Table for 2013

The table below sets forth, for the last two fiscal years, the compensation earned by each person acting as our Principal Executive Officer, Principal Financial Officer and two most highly compensated executive officers whose total annual compensation exceeded $100,000 (together, the “Named Executive Officers”).

Name & Principal Position	Year		Salary ($)		Bouns ($)	Option Awards ($) (1)(2)		All Other Compensation ($)	Total ($)
Doyal Bryant CEO		2013 2012		120,673 84,038		102,978	(3)		120,673 187,016
Chris Travers CRO and President		2013 2012		107,692 84,038		102,978	(3)		107,692 187,016
Damian Rollison VP Product and Technology		2013 2012		117,938 108,692		3,385  2,513	(4) (5)		121,323 111,205
Tom Wells Director of Information Technology		2013 2012		115,532 101,961					115,532 101,961

(1) Includes all options granted by us as compensation for employment services or office. The grants to each named executive officer were determined by the compensation committee which took into consideration each officer’s contributions to Company’s performance.

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(2)	The fair value of the options granted is obtained by multiplying the number of options granted by their value established according to the Black - Scholes pricing model. This value is the same as the fair value established in accordance with generally accepted accounting principles. The following assumptions were used for options granted in 2012: expected volatility – 151%; risk-free rate – 0.72%; forfeiture rate – 0.00%; expected life – 2.5 years; dividend yield – 0%.
(3)	Grants were made to by the Compensation committee to each of Messrs. Bryant and Travers as a bonus. pursuant to the terms of their employment agreement with the Company which provides for the grant of a bonus to each of Messrs. Bryant and Travers.
(4)	The fair value of the options granted is obtained by multiplying the number of options granted by their value established according to the Black - Scholes pricing model. This value is the same as the fair value established in accordance with generally accepted accounting principles. The following assumptions were used for options granted in 2013: expected volatility – 174%; risk-free rate – 0.52%; forfeiture rate – 0.00%; expected life – 1.5 years; dividend yield – 0%.
(5)	Granted as compensation to Mr. Rollison for his service to the Company.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 

The following table sets forth information for the named executive officers regarding the number of shares subject to both exercisable and unexercisable stock options, as well as the exercise prices and expiration dates thereof, as of September 30,2013.

Option Awards
Name	Number of Securities Underlying Unexercised Options (#)	Number of Securities Underlying Unexercised Options (#)		Option  Exercise Price ($)		Option  Expiration Date	Market Value of Shares or Units of Stock That Have Not  Vested ($)		Equity Incentive Plan Awards: Number of Unearned  Shares, Units or  Other Rights  That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of  Unearned Shares, Units or Other Rights  That Have Not  Vested ($)
Doyal Bryant			750,000	$	0.12	9/16/17		-		-		-
Chris Travers			750,000	$	0.12	9/16/17		-		-		-

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Employment Agreements

On January 1, 2013, we entered into an employment agreement with Doyal Bryant to serve as our Chief Executive Officer. This Agreement was for initial three-year term which shall automatically renew for successive one-year terms unless otherwise terminated by either party pursuant to the Agreement. Under the agreement, Mr. Bryant will receive a base annual salary of $225,000, with $25,000 increase per year.  Additionally, Mr. Bryant is entitled to an annual bonus if the Company meets or exceeds criteria adopted by the board of directors. Mr. Bryant is also eligible for grants of awards under any plan for equity compensation that the Company may adopt.  Mr. Bryant will receive all benefits granted to the Company’s senior executive including full health, dental and disability insurance.

Unless Mr. Bryant’s employment is terminated for cause, then upon termination of Mr. Bryant’s employment prior to expiration of his employment period, Mr. Bryant shall be entitled to receive a severance amount equal to Mr. Bryant’s then current annual base salary plus his then current bonus amount for a severance period that begins on the date of termination and ends on the later of the either (i) second anniversary of such termination date, or (ii) the end of the current term of the Agreement (the “Severance Period”), together with the amount of all accrued but previously unpaid base salary through the date of such termination, any expenses incurred, any benefits then due through the Severance Period, and Mr. Bryant’s pro rata bonus as of the date of termination.  Moreover, upon termination without cause, all Company stock, stock options, stock appreciation rights, or phantom stock granted to Mr. Bryant previously shall automatically vest.

Additionally, if, during the first 12 months immediately following a Change in Control, as defined in the Agreement, should Mr. Bryant’s employment be terminated without cause, Mr. Bryant, shall be entitled to severance in an amount equal to two (2) times the sum of Mr. Bryant’s then base salary and his bonus amount.

The Agreement also contains standard confidentiality, indemnification, non-compete, and non-solicitation clauses.

On September 20, 2013, we entered into an amendment to the employment agreement (the “Amendment”) with Mr. Bryant. The Amendment provides that the Base Salary for calendar year 2013 will be $112,500 per annum which shall revert to the Base Salary provided in the Agreement with Mr. Bryant upon the occurrence of the earliest of (Trigger Event”):  (i) the Company’s month end cash balance being equal to at least $2,000,000, (ii) closing of a financing transaction with aggregate proceeds of at least $2,000,000, or (iii) a Change of Control.  In addition, the Amendment provide for the payment of a performance bonus which shall equal to 112,500 multiplied by a fraction, the numerator of which is the number of days you are employed during calendar year 2013 prior to the occurrence of any Trigger Event and the denominator of which is 365, plus $198,269.46.

On January 1, 2013, we entered into an employment agreement with Chris Travers to serve as our President and Chief Revenue Officer. This Agreement was for initial three-year term which shall automatically renew for successive one-year terms unless otherwise terminated by either party pursuant to the Agreement. Under the agreement, Mr. Travers will receive a base annual salary of $200,000, with $25,000 increase per year.  Additionally, Mr. Travers is entitled to an annual bonus if the Company meets or exceeds criteria adopted by the board of directors. Mr. Travers is also eligible for grants of awards under any plan for equity compensation that the Company may adopt.  Mr. Travers will receive all benefits granted to the Company’s senior executive, to be determined by the Board.

Unless Mr. Travers’s employment is terminated for cause, then upon termination of Mr. Travers’s employment prior to expiration of his employment period, Mr. Travers shall be entitled to receive a severance amount equal to Mr. Travers’s then current annual base salary plus his then current bonus amount for a severance period that begins on the date of termination and ends on the later of the either (i) second anniversary of such termination date, or (ii) the end of the current term of the Agreement (the “Severance Period”), together with the amount of all accrued but previously unpaid base salary through the date of such termination, any expenses incurred, any benefits then due through the Severance Period, and Mr. Travers’s pro rata bonus as of the date of termination.  Moreover, upon termination without cause, all Company stock, stock options, stock appreciation rights, or phantom stock granted to Mr. Travers previously shall automatically vest.

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Additionally, if, during the first 12 months immediately following a Change in Control, as defined in the Agreement, should Mr. Travers’s employment be terminated without cause, Mr. Travers, shall be entitled to severance in an amount equal to two (2) times the sum of Mr. Travers’s then base salary and his bonus amount.

The Agreement also contains standard confidentiality, indemnification, non-compete, and non-solicitation clauses.

On September 20, 2013, we entered into an amendment to the employment agreement (the “Amendment”) with Mr. Travers. The Amendment provides that the Base Salary for calendar year 2013 will be $100,000 per annum which shall revert to the Base Salary provided in the Agreement with Mr. Travers upon the occurrence of the earliest of (Trigger Event”):  (i) the Company’s month end cash balance being equal to at least $2,000,000, (ii) closing of a financing transaction with aggregate proceeds of at least $2,000,000, or (iii) a Change of Control.  In addition, the Amendment provide for the payment of a performance bonus which shall equal to 100,000 multiplied by a fraction, the numerator of which is the number of days you are employed during calendar year 2013 prior to the occurrence of any Trigger Event and the denominator of which is 365, plus $202,115.64.

On January 1, 2013, we entered into an employment agreement with John Patton to serve as our Senior VP Corporate Development and Operations. This Agreement was for initial three-year term which shall automatically renew for successive one-year terms unless otherwise terminated by either party pursuant to the Agreement. Under the agreement, Mr. Patton will receive a base annual salary of $200,000 per year, increasing by $10,000.  Additionally, Mr. Patton is entitled to an annual bonus if the Company meets or exceeds criteria adopted by the board of directors. Mr. Patton is also eligible for grants of awards under any plan for equity compensation that the Company may adopt.  Mr. Patton will receive all benefits granted to the Company’s senior executive including full health, dental and disability insurance.

Unless Mr. Patton’s employment is terminated for cause, then upon termination of Mr. Patton’s employment prior to expiration of his employment period, Mr. Patton shall be entitled to receive a severance amount equal to Mr. Patton’s then current annual base salary plus his then current bonus amount for a severance period that begins on the date of termination and ends on the later of the either (i) second anniversary of such termination date, or (ii) the end of the current term of the Agreement (the “Severance Period”), together with the amount of all accrued but previously unpaid base salary through the date of such termination, any expenses incurred, any benefits then due through the Severance Period, and Mr. Patton’s pro rata bonus as of the date of termination.  Moreover, upon termination without cause, all Company stock, stock options, stock appreciation rights, or phantom stock granted to Mr. Patton previously shall automatically vest.

Additionally, if, during the first 12 months immediately following a Change in Control, as defined in the Agreement, should Mr. Patton’s employment be terminated without cause, Mr. Patton, shall be entitled to severance in an amount equal to two (2) times the sum of Mr. Patton’s then base salary and his bonus amount.

The Agreement also contains standard confidentiality, indemnification, non-compete, and non-solicitation clauses.

On September 20, 2013, we entered into an amendment to the employment agreement (the “Amendment”) with Mr. Patton. The Amendment provides that the Base Salary for calendar year 2013 will be $100,000 per annum which shall revert to the Base Salary provided in the Agreement with Mr. Patton upon the occurrence of the earliest of (Trigger Event”):  (i) the Company’s month end cash balance being equal to at least $2,000,000, (ii) closing of a financing transaction with aggregate proceeds of at least $2,000,000, or (iii) a Change of Control.  In addition, the Amendment provide for the payment of a performance bonus which shall equal to 100,000 multiplied by a fraction, the numerator of which is the number of days you are employed during calendar year 2013 prior to the occurrence of any Trigger Event and the denominator of which is 365, plus $58,076.

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COMPENSATION OF DIRECTORS

The following table sets forth with respect to the named directors, compensation information inclusive of equity awards and payments made for the fiscal year ended September 30, 2013 in the director's capacity as director.

Name (1)	Fees Earned or Paid in Cash  ($)		Stock Awards ($)	Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation  ($)	Total ($)
Doyal Bryant		-	-		-	-		-	-	-
Chris Travers		-	-		-	-		-	-	-
David Jaques		-	-		-	-		-	-	-
Jeff Guzy		-	-		-	-		-	-	-

(1) Includes all options granted by us as compensation for employment services or office.

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PROPOSAL

To approve an amendment to the Company’s 2010 Omnibus Equity Incentive Plan (the “2010 Plan”) to (i) add 4,750,000 shares of stock to the amount of stock eligible for grant pursuant to the 2010 Plan, and (ii) insert an evergreen provision whereby, annually, the amount of shares available pursuant to the 2010 Plan will reset

On October 22, 2013 the Board approved and made the following amendments to the Company’s 2010 Omnibus Equity Incentive Plan (the “2010 Plan”):

(i)   add 4,750,000 shares of stock to the amount of stock eligible for grant pursuant to the 2010 Plan, and

(ii)   insert an evergreen provision whereby every October 1, the amount of shares available pursuant to the 2010 Plan would reset to a number equal to the greater of (A) 20% of the then issued and outstanding shares of the Company, and (B) the number of shares available for grant pursuant to the 2010 Plan on the immediately preceding September 30.

The Board approved the Plan on December 23, 2010, pursuant to which 6 million shares of the Company's common stock were reserved for issuance pursuant to the grant of stock awards to employees, non-employee directors or consultants of the Company. Options are granted at an exercise price determined by the Compensation Committee of the Board of Directors, which, unless a substitute award, may not be less than the fair market value of the stock on the date of grant. Vesting terms and expiration are also approved by the Compensation Committee. Under the 2010 Plan, as amended on October 22, 2013, approximately 5.64 million shares were available for future option grants at September 30, 2013.

The 2010 Plan stipulates prior to the time that shares of Common Stock are publicly traded on a national securities exchange registered with the Securities and Exchange Commission under 6(a) of the Exchange Act, after a termination of the Grantee’s employment with the Company or any Subsidiary for any reason, the Company has the right (but not the obligation) to repurchase the Grantee’s shares of Common Stock acquired by the Grantee pursuant to exercise of the Stock Option granted under the 2010 Plan at a purchase price equal to the Fair Market Value of the shares of Common Stock as of the date of repurchase. Such right of repurchase shall be exercisable at any time and from time to time at the discretion of the Company. The Company has evaluated these options for liability treatment but has concluded that it’s not applicable.

During the year ended September 30, 2011, the Company's board of directors authorized the grant of 3,235,000 stock options, having a total fair value of approximately $515,000, with vesting periods ranging from immediate vesting to four (4) years.  These options expire between September 30, 2012 and September 1, 2017.

During the year ended September 30, 2013, the Company's board of directors authorized the grant of 275,000 stock options, having a total fair value of approximately $40,767, with a vesting period ranging from immediate to 2 years.  These options expire between October 16, 2014 and June 1, 2016.

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The following is a summary of the Company’s stock option activity:

	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value
Balance – September 30, 2011		3,223,000		$	0.10		3.24	$	643,200
Granted		3,279,000			0.11		4.41	$	199,530
Exercised		(650,000	)		-
Cancelled/Modified		(650,000	)		0.10
Balance – September 30, 2012 – outstanding		5,202,000			0.11		3.73	$	336,200
Balance –  September 30, 2012 – exercisable		5,019,356		$	0.11		3.72	$	322,894
Outstanding options held by related parties – September 30, 2012		1,994,000
Exercisable options held by related parties – September 30, 2012		1,990,000
Balance – September 30, 2012		5,202,000		$	0.11		3.73	$	336,200
Granted		275,000			0.10		2.52	$	27,500
Exercised		-			-
Cancelled/Modified		(366,000	)		0.10
Balance – September 30, 2013 – outstanding		5,111,000			0.11		2.90	$	478,160
Balance –  September 30, 2013 – exercisable		4,878,708		$	0.11		2.91	$	454,931
Outstanding options held by related parties – September 30, 2013		1,994,000
Exercisable options held by related parties – September 30, 2013		1,994,000

The Company did not issue stock options to any related parties during the year ended September 30, 2013.

The following is a summary of the Company’s stock options issued to related parties for services during the fiscal year ended September 30, 2012: 

	Options		Value
Issued to board members		336,000	$	44,336
Issued to advisory board members		60,000		5,793
Total		396,000	$	50,129

On the dates of grant during the fiscal year ended September 30, 2012, the Company valued these issuances at fair value, utilizing a Black-Scholes option valuation model.  The Company utilized the following management assumptions:

Exercise price	$	0.10-$0.12
Expected dividends		0	%
Expected volatility		151%-166	%
Risk fee interest rate		0.22% -0.90	%
Expected life of stock options		1.0 years – 4.0 years
Expected forfeitures		0	%

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Description of the2010Plan

The following is a summary of the material features of the2010Plan and the full text of the proposed amendment to the 2010 Plan along with a copy of the 2010 Plan, as amended by the Plan Amendment, is set forth asExhibit A to this consent solicitation statement. This summary does not purport to be complete and is qualified in its entirety by reference to the 2010 Plan.

Awards. The 2010 Plan provides for the grant of the following awards:

• Incentive Stock Options (“ISO”), which may be granted solely to our employees, including our executive officers; and

• Non-Incentive Stock Options (“NSO”), stock appreciation rights, restricted stock awards, unrestricted stock awards, restricted stock unit awards, and performance awards, which may be granted to our directors or employees, including our executive officers.

Purpose. The purpose of the 2010 Plan is to encourage and enable our directors, and employees, including our executive officers, to acquire or increase their holdings of common stock and other interests in the Company in order to promote a closer identification of their interests with those of the Company and its stockholders, thereby further stimulating their efforts to enhance the Company’s efficiency, soundness, profitability, growth and shareholder value.

Administration. The 2010 Plan will be administered by the Board or the Compensation Committee of the Board, provided that the Board may not act in lieu of the Compensation Committee on certain matters. In this Proposal, the Board and the Compensation Committee are collectively referred to as the “Administrator.” Subject to the terms and conditions of the 2010 Plan, the Administrator is authorized to select participants, determine the type and number of awards to be granted and the number of shares to which awards will relate or the amount of a performance award, specify dates at which awards will be exercisable or settled, including performance conditions that may be required as a condition thereof, set other terms and conditions of such awards, prescribe forms of award agreements, interpret and specify rules and regulations relating to the 2010 Plan, and make all other determinations that may be necessary or advisable for the administration of the 2010 Plan. Acceptable forms of consideration for the purchase of our common stock issued under the 2010 Plan will be determined by the Administrator and may include cash, common stock previously owned by the participant, payment through a broker-assisted exercise or any combination of the foregoing.

Share Reserve. Shares of our common stock subject to options and other stock awards that have expired or otherwise terminate under the 2010 Plan without having been exercised in full will again become available for grant under the 2010 Plan. Shares of our common stock issued under the 2010 Plan may include previously unissued shares or reacquired shares bought on the market or otherwise. If any shares of our common stock subject to a stock award are not delivered to a participant because such shares are withheld for the payment of taxes or the stock award is exercised through a net exercise, then the number of shares that are not delivered to participants shall again become available for grant under the 2010 Plan. In addition, if the exercise of any stock award is satisfied by tendering shares of our common stock held by the participant, then the number of shares tendered shall become available for grant under the 2010 Plan.

Limitation on Awards. The maximum number of shares that may be subject to awards granted under the 2010 Plan to any individual in any fiscal year may not exceed 1,000,000 shares of our common stock.

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Stock Options. Stock options will be granted pursuant to stock option agreements. The exercise price for stock options cannot be less than 100% of the fair market value of our common stock on the date of grant. Options granted under the 2010 Plan will vest at the rate specified in the option agreement. Unless the terms of a participant’s stock option agreement provide for earlier or later termination, if a participant’s service relationship with us, or any of our affiliates, ceases for any reason other than for cause, the participant may exercise any vested options for up to 90 days after the date the service relationship ends, unless the terms of the stock option agreement provide for a longer or shorter period to exercise the option. If a participant’s relationship with us, or any of our affiliates, ceases due to termination for cause, the option will terminate at the time the participant’s relationship with us, or any of our affiliates, terminates. In no event may an option be exercised after its expiration date.

Incentive stock options may be granted only to our employees, including executive officers. The aggregate fair market value, determined at the time of grant, of shares of our common stock with respect to ISOs that are exercisable for the first time by a participant during any calendar year under all of our equity plans may not exceed $100,000. The options or portions of options that exceed this limit are automatically treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock representing more than 10% of the total combined voting power of the Company or any of its affiliates unless the following conditions are satisfied:

• the option exercise price is at least 110% of the fair market value of our common stock on the date of grant; and

• the term of the ISO does not exceed five years from the date of grant.

Restricted and Unrestricted Stock Awards. Restricted stock awards will be granted pursuant to restricted stock award agreements. A restricted stock award may be issued for nominal or no cost and may be granted in consideration for the recipient’s past or future services performed for the Company or any of its affiliates. Participants receiving a restricted stock award generally will have all of the rights of a stockholder with respect to such stock, including rights to vote the shares and receive dividends. Shares of our common stock acquired under a restricted stock award will be subject to forfeiture to us in accordance with vesting conditions based upon a schedule or performance criteria established by the Administrator.

Unrestricted stock awards are similar to restricted stock awards, provided that shares of our common stock acquired under an unrestricted stock award will be fully vested on the date of grant.

Restricted Stock Unit Awards. Restricted stock unit awards will be granted pursuant to restricted stock unit award agreements. They are typically awarded to participants without payment of consideration, but are subject to vesting conditions based upon a schedule or performance criteria established by the Administrator. Unlike restricted stock, the stock underlying restricted stock units will not be issued until the stock units have vested. Prior to settlement, restricted stock unit awards carry no voting or dividend rights or other rights associated with stock ownership, but unless otherwise provided in a participant’s restricted stock unit award agreement, dividend equivalents will accrue from the date the award is granted until the date the shares underlying a restricted stock unit are issued. Except as otherwise provided in the applicable restricted stock unit award agreement, restricted stock units that have not vested will be forfeited upon the participant’s termination of continuous service with us or an affiliate of ours for any reason.

Performance Awards. Performance awards may be granted, vest or be exercised based upon the attainment of certain performance goals during a certain period of time. Performance awards may be paid in the form of cash or shares of our common stock or a combination of cash and shares. The value of performance awards may be linked to the satisfaction of performance criteria established by the Administrator. The Administrator will also determine whether performance awards are intended to be performance-based compensation within the meaning of Section 162(m) of the Code. Following is a brief discussion of the requirements for awards to be treated as performance-based compensation within the meaning of Section 162(m) of the Code.

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Performance-Based Compensation under Section 162(m) of the Code. The Compensation Committee may grant awards to employees who are or may be “covered employees,” as defined in Section 162(m) of the Code, that are intended to be performance-based compensation within the meaning of Section 162(m) of the Code in order to preserve the deductibility of these awards for federal income tax purposes. Under the 2010 Plan, these performance-based awards may be paid in cash, shares, equity awards or a combination of cash, shares and equity awards. Participants are entitled to receive payment for a Code Section 162(m) performance-based award for any given performance period only to the extent that pre-established performance goals set by our Compensation Committee for the period are satisfied. These pre-established performance goals must be based on one or more of the following performance criteria: net earnings (either before or after interest, taxes, depreciation and amortization); gross or net sales or revenue; net income (either before or after taxes); adjusted net income; operating earnings or profit; cash flow (including, but not limited to, operating cash flow and free cash flow); return on assets; return on capital or return on invested capital; return on stockholders’ equity; total stockholder return; return on sales; gross or net profit or operating margin; operating or other costs and expenses; improvements in expense levels; working capital; earnings per share or adjusted earnings per share; price per share of our common stock; regulatory body approval for commercialization of a product; implementation or completion of critical projects; market share; economic value; comparisons with various stock market indices; stockholder’s equity; market recognition (including but not limited to awards and analyst ratings); financial ratios; net promoter score; customer satisfaction; and strategic team goals.

Any of the performance criteria may be measured with respect to the Company, or any subsidiary, division, business unit or individual, either in absolute terms, terms of growth or as compared to any incremental increase or decrease or as compared to results of a peer group(s) or to market performance indicators or indices. The Compensation Committee will define in an objective fashion the manner of calculating the performance criteria it selects to use for such awards. With regard to a particular performance period, the Compensation Committee will have the discretion to select the length of the performance period, the type of performance-based awards to be granted, and the performance goals that will be used to measure the performance for the period.

Except as provided by the Compensation Committee at the time of grant, the achievement of each performance goal will be determined in accordance with applicable accounting standards. The Compensation Committee may provide that objectively determinable adjustments will be made for purposes of determining the achievement of one or more of the performance goals established for an award. Any such adjustments will be based on items related to one or more of the following: a change in accounting principles; items relating to financing activities; financing activities; expenses for restructuring or productivity initiatives; other non-operating items; acquisitions; items attributable to the business operations of any entity acquired by us during the performance period; the disposal of a business or segment of a business; discontinued operations that do not qualify as a segment of a business under applicable accounting standards; any stock dividend, stock split, combination or exchange of shares occurring during the performance period; significant income or expense which are determined to be appropriate adjustments; unusual or extraordinary corporate transactions, events or developments; amortization of acquired intangible assets; items that are outside the scope of our core, on-going business activities; acquired in-process research and development; changes in tax laws; major licensing or partnership arrangements; asset impairment charges; gains or losses for litigation, arbitration and contractual settlements; or any other unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions.

Transferability of Awards. Generally, a participant may not transfer an award granted under the 2010 Plan other than by will or the laws of descent and distribution. In addition, if provided in an award agreement, NSOs, stock appreciation rights settled in shares, restricted stock awards and performance awards granted under the 2010 Plan may be transferred by instrument to the participant’s immediate family or an inter vivos or testamentary trust or by gift to charitable institutions.

Change in Control. In the event of a change in control of the Company, the Administrator may take one or more of the following actions without the consent of any 2010 Plan participant or stockholder of the Company:

• arrange for the 2010 Plan and all outstanding stock awards under the 2010 Plan to be assumed, continued or substituted for by the entity surviving the change in control, or its parent or subsidiary;

• accelerate in part or in full the vesting provisions of stock awards held by participants;

• arrange or otherwise provide for the payment of cash or other consideration to participants in exchange for the satisfaction or cancellation of such stock awards; or

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• generally make such other modifications, adjustments or amendments to outstanding awards or the 2010 Plan as the Administrator deems necessary or appropriate.

2010 Plan Amendments; No Repricing without Stockholder Approval. The Board will have the authority to amend or terminate the 2010 Plan. However, no amendment or termination of the 2010 Plan can adversely affect any rights under outstanding awards unless agreed to in writing by the affected participant. We will obtain stockholder approval of any amendments to the 2010 Plan as required by applicable law. Neither the Company nor the Administrator shall, without stockholder approval, allow for a repricing of options.

Federal Income Tax Consequences Associated with the 2010 Plan

The following is a general summary under current law of the material federal income tax consequences to participants in the 2010 Plan. This summary deals with the general tax principles that apply and is provided only for general information. Some kinds of taxes, such as state, local and foreign income taxes and federal employment taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. The summary does not discuss all aspects of income taxation that may be relevant in light of a holder’s personal investment circumstances. This summarized tax information is not tax advice.

Non-Qualified Stock Options. For federal income tax purposes, if an optionee is granted an NSO under the 2010 Plan, the optionee will not have taxable income on the grant of the option, nor will we be entitled to any deduction. Generally, upon exercise of NSOs the optionee will recognize ordinary income, and we will be entitled to a deduction, in an amount equal to the excess of the fair market value of a common share over the option exercise price on the date each such option is exercised. The optionee’s basis for the stock for purposes of determining gain or loss on subsequent disposition of such shares generally will be the fair market value of the common stock on the date the optionee exercises such option. Any subsequent gain or loss will be generally taxable as capital gains or losses.

Incentive Stock Options. There is no taxable income to an optionee when an optionee is granted an ISO or when that option is exercised. However, the amount by which the fair market value of the shares at the time of exercise exceeds the option price will be an “item of adjustment” for the optionee for purposes of the alternative minimum tax. Gain realized by the optionee on the sale of an ISO is taxable at capital gains rates, and no tax deduction is available to us, unless the optionee disposes of the shares within (a) two years after the date of grant of the option or (b) within one year of the date the shares were transferred to the optionee. If the common shares are sold or otherwise disposed of before the end of the two-year and one-year periods specified above, the excess of the fair market value of a common share over the option exercise price on the date of the option’s exercise will be taxed at ordinary income rates (or, if less, the gain on the sale), and we will be entitled to a deduction to the extent the optionee must recognize ordinary income. If such a sale or disposition takes place in the year in which the optionee exercises the option, the income the optionee recognizes upon sale or disposition of the shares will not be considered an item of adjustment for alternative minimum tax purposes.

An ISO exercised more than three months after an optionee terminates employment, for reasons other than death or disability, will be taxed as an NSO, and the optionee will recognize ordinary income on the exercise. We will be entitled to a tax deduction equal to the ordinary income, if any, realized by the optionee.

Restricted Stock. An individual to whom restricted stock is issued generally will not recognize taxable income upon such issuance, and we generally will not then be entitled to a deduction, unless an election is made by the participant under Section 83(b) of the Code. However, when restrictions on shares of restricted stock lapse, such that the shares are no longer subject to a substantial risk of forfeiture, the individual generally will recognize ordinary income, and we generally will be entitled to a deduction for an amount equal to the excess of the fair market value of the shares at the date such restrictions lapse over the purchase price. If a timely election is made under Section 83(b) with respect to restricted stock, the participant generally will recognize ordinary income on the date of the issuance equal to the excess, if any, of the fair market value of the shares at that date over the purchase price of such shares, and we will be entitled to a deduction for the same amount.

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Stock Appreciation Rights. A participant will not be taxed upon the grant of a stock appreciation right. Upon the exercise of the stock appreciation right, the participant will recognize ordinary income equal to the amount of cash or the fair market value of the stock received upon exercise. At the time of exercise, we will be eligible for a tax deduction as a compensation expense equal to the amount that the participant recognizes as ordinary income.

Other Stock Awards and Performance Bonus Awards. The participant will have ordinary income upon receipt of stock or cash payable under performance awards, dividend equivalents, restricted stock units and stock payments. We will be eligible for a tax deduction as a compensation expense equal to the amount of ordinary income recognized by the participant.

Section 162(m) of the Code. In general, under Section 162(m), income tax deductions of publicly-held corporations may be limited to the extent total compensation (including base salary, annual bonus, stock option exercises and non-qualified benefits paid) for specified executive officers exceeds $1 million (less the amount of any “excess parachute payments” as defined in Section 280G of the Code) in any one year. However, under Section 162(m), the deduction limit does not apply to certain “qualified performance-based compensation” established by an independent Compensation Committee which conforms to certain conditions stated under the Code and related regulations. Options and stock appreciation rights granted by the Compensation Committee under the 2010 Plan are intended to qualify as “qualified performance-based compensation” under Section 162(m) of the Code. The 2010 Plan has been structured with the intent that certain other awards granted under the 2010 Plan may, in the discretion of the Compensation Committee, be structured so as to qualify for the “qualified performance-based compensation” exception to the $1 million annual deductibility limit of Section 162(m) of the Code. However, awards granted under the 2010 Plan will be treated as qualified performance-based compensation under Section 162(m) of the Code only if the awards and the procedures associated with them comply with all requirements of Section 162(m) of the Code. There can be no assurance that compensation attributable to awards granted under the 2010 Plan will be treated as qualified performance-based compensation under Section 162(m) of the Code and thus be deductible to us.

Internal Revenue Code Section 409A Requirements. Certain awards under the 2010 Plan may be considered “nonqualified deferred compensation” for purposes of Section 409A of the Code (“Section 409A”), which imposes certain requirements on compensation that is deemed under Section 409A to involve nonqualified deferred compensation. Among other things, the requirements relate to the timing of elections to defer, the timing of distributions and prohibitions on the acceleration of distributions. Failure to comply with these requirements (or an exception from such requirements) may result in the immediate taxation of all amounts deferred under the nonqualified deferred compensation plan for the taxable year and all preceding taxable years, by or for any participant with respect to whom the failure relates, the imposition of an additional 20% income tax on the participant for the amounts required to be included in gross income and the possible imposition of penalty interest on the unpaid tax. Generally, Section 409A does not apply to incentive awards that are paid at the time the award vests. Likewise, Section 409A typically does not apply to restricted stock. Section 409A may, however, apply to incentive awards the payment of which is delayed beyond the calendar year in which the award vests. Treasury regulations generally provide that the type of awards provided under the 2010 Plan will not be considered nonqualified deferred compensation. However, to the extent that Section 409A applies to an award issued under the 2010 Plan, the 2010 Plan and all such awards will, to the extent practicable, be construed in accordance with Section 409A. Under the 2010 Plan, the Administrator has the discretion to grant or to unilaterally modify any award issued under the 2010 Plan in a manner that conforms with the requirements of Section 409A with respect to deferred compensation or voids any participant election to the extent it would violate Section 409A. The Administrator also has sole discretion to interpret the requirements of the Code, including Section 409A, for purposes of the 2010 Plan and all awards issued under the 2010 Plan.

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Text of 2010 Plan Amendment

Section 3.1 of the 2010 Plan has been revised, and Section 3.2 of the 2010 Plan has been added, to read as follows:

3.1Number.SubjecttoadjustmentasprovidedinSection3.4,themaximumnumberofsharesofCommonStockthatmaybedeliveredpursuanttoAwardsgrantedunderthePlanis10,750,000.SharesofCommonStocktobeissuedunderthePlanmaybemadeavailablefromauthorizedbutunissuedsharesofCommonStock,sharesofCommonStockheldbytheCompanyinitstreasury,orsharesofCommonStockpurchasedbytheCompanyontheopenmarketorotherwise.

3.2Automatic Share Reserve Reset. Every October 1, the number of shares of Common StockthatmaybedeliveredpursuanttoAwardsgrantedunderthePlanshall be reset to a number equal to the greater of (A) 20% of the then issued and outstanding shares of Common Stock, and (B) the number of shares of Common StockthatmaybedeliveredpursuanttoAwardsgrantedunderthePlanon the immediately preceding September 30.

Required Vote

The approval of an amendment to the Company’s 2010 Omnibus Equity Incentive 2010 Plan to (i) add 4,750,000 shares of stock to the amount of stock eligible for grant pursuant to the 2010 Plan, and (ii) insert an evergreen provision whereby, annually, the amount of shares available pursuant to the 2010 Plan will reset requires the receipt of the affirmative consent of a majority of the shares of the Company's common stock.

RECOMMENDATION OF THE BOARD FOR THIS PROPOSAL:

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE TO APPROVEan amendment to the Company’s 2010 Omnibus Equity Incentive Plan (the “2010 Plan”) to (i) add 4,750,000 shares of stock to the amount of stock eligible for grant pursuant to the 2010 Plan, and (ii) insert an evergreen provision whereby, annually, the amount of shares available pursuant to the 2010 Plan will reset.

ADDITIONAL INFORMATION

Annual and Quarterly Reports

We are required to comply with the reporting requirements of the Securities Exchange Act. For further information about us, you may refer to our Annual Reports and our Quarterly Reports, copies of which may be obtained without charge by writing to the Corporate Secretary, UBL Interactive, Inc., at 6701 Carmel Road, Suite 202, Charlotte NC, 28226.  UBL's Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q can also be found on UBL's website: http://www.ublinteractive.com.

You can review our filings at the public reference facility maintained by the SEC at 100 F Street, N.E., Washington, DC 20549. These filings are also available electronically on the World Wide Web athttp://www.sec.gov.

Stockholders Proposals for the 2015 Annual Meeting.

The deadline for submitting stockholder proposals for inclusion in our proxy statement and form of proxy for our next annual meeting is a reasonable time before we begin to print and send our proxy materials. Such proposals must comply with our By-Laws and the requirements of Regulation 14A of the Exchange Act. To be properly submitted, the proposal must be received at our interim principal executive offices, UBL Interactive, Inc., 6701 Carmel Road, Suite 202, Charlotte NC, 28226, no later than the deadline. In order to avoid controversy, stockholders should submit any proposals by means, including electronic means, which permit them to prove the date of delivery.

In addition, Rule 14a-4 of the Exchange Act governs the use of our discretionary proxy voting authority with respect to a stockholder proposal that is not addressed in a proxy statement. With respect to our next annual meeting of stockholders, if we do receive notice of a stockholder proposal a reasonable time before we send our proxy materials for such annual meeting, then we will be allowed to use our discretionary voting authority when the proposal is raised at the meeting, without any discussion of the matter in the proxy statement.

We will, in a timely manner, inform the stockholders of the planned date of our next annual meeting and the effect of such date on the deadlines given above by including a notice under Item 5 in our earliest possible quarterly report on Form 10-Q, or if that is impracticable, then by any means reasonably calculated to inform the stockholders.

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Householding of Proxy Materials

Some banks, brokers and other nominee record holders may employ the practice of “householding” proxy statements and annual reports. This means that only one copy of this Consent Solicitation Statement may have been sent to multiple stockholders residing at the same household. If you would like to obtain an additional copy of this Consent Solicitation Statement, please contact us at UBL Interactive, Inc., 6701 Carmel Road, Suite 202, Charlotte NC, 28226, Attn: Chief Executive Officer. If you want to receive separate copies of our proxy or consent solicitation statements, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder.

Consent Solicitation Costs

The consents being solicited hereby are being solicited by the Company. The Company will bear the entire cost of solicitation of consents, including preparation, assembly, printing and mailing of the Consent Solicitation Statement, the consent form and other materials.  Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names shares of common stock beneficially owned by others to forward to such beneficial owners. Officers and regular employees of the Company may, but without compensation other than their regular compensation, solicit consents by further mailing or personal conversations, or by telephone, telex, facsimile or electronic means. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of stock. 

By Order of the Board of Directors,

/s/ Doyal Bryant

Doyal Bryant

Chair of the Board of Directors

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ANNEX A

WRITTEN CONSENT OF STOCKHOLDERS OF

UBL INTERACTIVE, INC.

THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned, being a stockholder of record of UBL Interactive, Inc. (the “Company”) as of September __, 2014 hereby takes the following action, pursuant to Section 228 of theGeneral Corporation Law of the State of Delaware (the “DGCL”), with respect to all shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) held by the undersigned, in connection with the solicitation by the Board of Directors of the Company of written consents, pursuant to Section 228 of the DGCL, to the proposal set forth below, as the same are described in the Company’s Consent Solicitation Statement on Schedule 14A, dated September __, 2014, without a meeting.

(Place an “X” in the appropriate box)

The Board of Directors recommends that Stockholders CONSENT to the following proposal:

Proposal 1.	An amendment to our 2010 Omnibus Equity Incentive Plan (the “2010 Plan”) to:
	(i)   add 4,750,000 shares of the Company’s common stock to the amount of stock eligible for grant pursuant to the 2010 Plan, and
	(ii)   insert an evergreen provision whereby every October 1, the amount of shares of the Company’s common stock available pursuant to the 2010 Plan would reset to a number equal to the greater of (A) 20% of the then issued and outstanding shares of common stock of the Company, and (B) the number of shares of common stock available for grant pursuant to the 2010 Plan on the immediately preceding September 30.

Proposal 1

RESOLVED,to:(i) add 4,750,000 shares of the Company’s common stock to the amount of stock eligible for grant pursuant to the 2010 Plan, and (ii) insert an evergreen provision whereby every October 1, the amount of shares of the Company’s common stock available pursuant to the 2010 Plan would reset to a number equal to the greater of (A) 20% of the then issued and outstanding shares of common stock of the Company, and (B) the number of shares of common stock available for grant pursuant to the 2010 Plan on the immediately preceding September 30.

£CONSENT (FOR) £CONSENT WITHHELD (AGAINST) £ABSTAIN

INSTRUCTIONS: TO CONSENT, WITHHOLD CONSENT OR ABSTAIN FROM CONSENTING TO THE APPROVAL OF EACH PROPOSAL, CHECK THE APPROPRIATE BOX ABOVE. IF NO BOX IS MARKED ABOVE WITH RESPECT TO EACH PROPOSAL, THE UNDERSIGNED WILL BE DEEMED TO HAVE CONSENTED TO THE PROPOSAL.

MAIL: PLEASE DATE, SIGN AND MAIL THIS CONSENT PROMPTLY, USING THE ENCLOSED ENVELOPE.

	Dated: ______________, 2014
[print name of record stockholder as set forth on stock certificate]	[signature of record stockholder or person authorized to sign on behalf of record stockholder]
[title or authority of authorized person, if applicable]	[signature, if held jointly]

If an individual, please sign exactly as the name appears on the certificate representing your shares of Common Stock. If a corporation, partnership, trust, limited liability company or other entity, please identify the entity as the name appears on the certificate representing your shares of Common Stock, cause an authorized person to sign on behalf of the entity, and clearly identify the title of such authorized person. This Written Consent of Stockholders shall vote all shares to which the signatory is entitled. This Written Consent of Stockholders, together with all written consents in substantially the same form, shall be treated as a single consent of stockholders.

Exhibit A

UBL INTERACTIVE,INC.

2010 OMNIBUSEQUITYINCENTIVEPLAN

ThepurposesoftheUBL Interactive,Inc.OmnibusEquityIncentivePlan(the“Plan”)aretofosterandpromotethelong-termfinancialsuccessofUBL Interactive,Inc.(formerly Name Dynamics, Inc., the“Company”) anditsaffiliates andmateriallyincreaseshareholdervalueby(i) motivatingsuperiorperformancebyParticipants,(ii) providingParticipantswithanownershipinterestintheCompany, and(iii)enablingtheCompanyanditsSubsidiariestoattractandretaintheservicesofoutstandingEmployeesuponwhosejudgment,interest andspecialeffortthesuccessfulconductofitsoperationsislargelydependent.

ARTICLEI: DEFINITIONS

InadditiontothetermsdefinedinthepreambleaboveandelsewhereinthePlan,thefollowing capitalizedtermsusedinthisPlanhavethemeaningssetforthbelow.Exceptwhenotherwiseindicatedbythecontext,referencetothemasculinegendershallinclude,when used,thefeminine genderandanytermusedinthesingularshall alsoincludetheplural.

“Award Agreement”means anywrittenagreement,contract, certificateorotherinstrumentordocumentevidencinganyAward grantedunderthePlan,whichmay,butneednot,beexecutedoracknowledgedbyaParticipant.

“Award” meansanyOption,SAR,awardofRestrictedStockorRestrictedStockUnits,StockAward,OtherStock-BasedAward,orPerformance AwardgrantedunderthePlan.

“Board”or“BoardofDirectors”meanstheBoardofDirectorsoftheCompany,asitmaybeconstitutedfromtimetotime.

“Cause”means,exceptasotherwisedefinedinanAwardAgreement,withrespecttoanyParticipant(asdeterminedbytheCommitteeinitssolediscretion)(i)thecontinued andwillfulfailureoftheParticipantsubstantiallytoperformthedutiesofhisorheremploymentorservicefortheCompanyoranySubsidiary(otherthananysuchfailureduetotheParticipant’sdisability); (ii)theparticipant’s engaginginwillfulorseriousmisconductthat hascausedorcouldreasonablybeexpectedtoresultinmaterial injurytotheCompanyoranyofitsaffiliates,including,butnotlimitedtobywayofdamagetotheCompany’soranaffiliate’s reputationor publicstanding; (iii)theParticipant’s conviction of,orenteringapleaofguiltyornolocontendereto,acrimeconstitutingafelonyor(iv)theParticipant’smaterialviolationorbreachof theCompany’soranyaffiliate’scodeofconductorethicsorotherCompanypolicyorruleorthematerialbreachbytheParticipantofanyofhisorher obligationsunderanywrittencovenantoragreement withtheCompanyoranyofitsaffiliates;or(v)anyfailurebytheParticipanttocooperate,ifrequestedbytheCompany oranySubsidiary, withanyinvestigationorinquiry into theParticipant’sortheCompany’soranySubsidiary’sbusiness practices,whetherinternalorexternal, including,butnotlimitedto,theParticipant’srefusaltobedeposedortoprovidetestimonyatanytrialorinquiry;providedthat,withrespecttoanyParticipantwhoisapartytoan employmentagreementorservicecontractwiththeCompany oranyaffiliates,“Cause”shallhavethemeaningspecifiedinsuchagreement.

“Code” meanstheInternalRevenueCodeof1986,asamended andineffect fromtimetotime,oranysuccessorstatute.

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“Committee” meanstheCompensationCommitteeoftheBoardofDirectors,oranysuccessorcommitteethereto,orsuchothercommitteeoftheBoardofDirectorsasisappointedordesignatedbytheBoardtoadministerthePlan;provided, however,thatthenumberofmembersofthecommitteeandtheir qualificationsshallatall timesthattheCompanyoritsofficersanddirectors,byreasonoftheirstatus asofficersordirectorsoftheCompany,are subjecttosuch laws,satisfytherequirementsforexemptionsunderRule16b-3andtaxdeductibilityunderSection162(m). ThefullBoardmayperformanyfunctionoftheCommitteehereunder,except withrespecttomatterswhichunderRule16b-3, Section162(m)orotherapplicablelaw(including stockexchangerules)arerequiredtobedeterminedinthesolediscretionoftheCommittee.

“Common Stock”meansthecommonstock,parvalue$0.01pershare(assuchparvaluemay beadjustedfromtimetotime),oftheCompany.

“CoveredPerson”means anEligibleIndividualwhoisdeterminedbytheCommitteetobea“coveredemployee”as definedinSection 162(m)forthepurposeofreceivingperformance-basedcompensation complyingwithSection162(m).

“Eligible Individual”meansanyEmployee, Non-EmployeeDirectorornaturalperson whoisaconsultanttotheCompanyoraSubsidiary.

“Employee”meansanyofficerorotheremployeeoftheCompanyorany Subsidiary.

“Exchange Act”meanstheSecurities ExchangeActof1934,asamended.

“FairMarketValue”ofashareofCommonStockasofanydateandunlessotherwise determinedbytheCommittee,shallbedeterminedas follows:

(i)IftheCommonStockislistedonanyestablished stockexchange,systemormarket,theFairMarket ValueofashareofCommonStockshallbe(1)theclosingpriceforashareofCommonStockas quotedonsuch exchange,systemormarket,as reportedintheWallStreetJournalorother suchsourceastheCommitteedeems reliable,onthedateonwhichsuchvalueisbeingdeterminedor thelasttradingdayimmediatelybeforesuchday;(2)thesalepriceforthelastsale beforeorthefirstsaleafterthetimeonwhich suchvalueisbeingdetermined;or(3)suchotherreasonablemethodusingactualtransactionsinsuchmarket asreportedbysuchmarket asmaybedeterminedbytheCommittee.

(ii)IntheabsenceofanestablishedmarketforsharesofCommonStock,theFairMarketValueofashareofCommonStockshallbedeterminedingoodfaithbytheCommitteebyareasonablevaluation method,takingintoaccountfactorsconsistentwith Treas.Reg.§1.409A-1(b)(5)(iv)(B)astheCommitteedeemsappropriate.

InallcasesFairMarketValue shallbedeterminedinaccordancewithTreas. Reg.§1.409A-1(b)(5)(iv).

“IncentiveStockOption”or“ISO”meansanoptiongrantedunderArticleVdesignatedbytheCommitteeasanincentivestockoptionwithinthemeaningofSection422oftheCodeoranysuccessorprovisiontheretoand qualifyingthereunder.

“Non-Employee Director”meansamemberoftheBoard whoisnotan Employee.

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“Non-QualifiedStockOption”meansanoptiongrantedunderArticleVthatisnotdesignatedasanincentivestockoptionbytheCommittee,oranoptionthatisdesignatedasan incentivestockoptiontotheextentsuchoptiondoesnotcomplywiththeprovisionsofSection422oftheCode.

“Option” meansan IncentiveStockOptionoraNon-QualifiedStockOption.“Other Stock-BasedAward”meansanyrightgrantedunderSection8.2.“Participant”meansanyEligibleIndividual whohasbeengranted anAward

underthePlanwhichremainsoutstanding,includingapersonwhoisnolongeranEligibleIndividual.

“Person”meansanyindividual,corporation,jointventure,association,partnership,limitedliabilitycompany,jointstockcompany, trust,unincorporatedorganizationorgovernmentoranyagencyorpoliticalsubdivisionthereof.

“ReportingPerson”means anyEligibleIndividual subjecttoSection16oftheExchangeActwithrespecttotheCompany.

“RestrictedStock”means agrantofsharesofCommonStockpursuanttoArticleVIwhichissubjecttocertainrestrictions andtoariskofforfeiture.

“RestrictedStockUnit” meansacontractual rightunderlyinganAward grantedunderArticleVIthatisdenominatedinsharesofCommonStock,whichunitrepresentsarighttoreceiveashareofCommonStock(orthevalueofashareofCommonStock)uponthetermsand conditionssetforthinthePlanandtheapplicableAwardAgreement.

“Rule16b-3”meansRule16b-3, asfromtimetotimeineffectand applicabletoParticipants, promulgatedbytheSecuritiesandExchangeCommissionunderSection16oftheExchangeAct.

“SAR” or“StockAppreciationRight” meanstherighttoreceiveapaymentincashorsharesofCommonStockequaltotheamountofappreciation,ifany,intheFair Market ValueofashareofCommonStockfromthedateofgrantoftherighttothedateofitspayment, andwhichmaybeawardedtoEligibleIndividuals underArticleV.

“Section 162(m)”meansSection162(m)oftheCodeandregulations promulgated thereunder.

“Section 409A”meansSection409AoftheCodeandregulations promulgated thereunder.

“SeparationfromService” means(i)withrespecttoan EligibleIndividualwhoisanemployeeoftheCompanyoraSubsidiary,theterminationofhisemploymentwiththeCompanyandallSubsidiaries thatconstitutesa“separationfromservice”withinthemeaningofTreas.Reg.Section1.409A-1(h)(1),(ii)with respecttoan EligibleIndividualwhoisaconsultant oftheCompanyoraSubsidiary,theexpirationofhiscontractorcontractsunderwhich servicesareperformedthatconstitutesa“separationfromservice”withinthemeaningofTreas.Reg.Section1.409A-1(h)(2),or(iii)withrespecttoanEligibleIndividual whoisaNon-EmployeeDirector,thedateonwhichsuchNon-Employee DirectorceasestobeamemberoftheBoardforanyreason.

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“Specified Employee” means “specified employee” as such term is defined in Section 409A.

“Stock Award”means anawardofsharesofCommonStockpursuantto Section8.1.

“Subsidiary” meansanycorporationinanunbrokenchainofcorporationsbeginningwiththeCompanyifeachofthecorporationsotherthanthelastcorporationintheunbrokenchainthenownsstockpossessingfiftypercent(50%)ormoreofthetotal combinedvotingpowerofallclassesofstockinoneoftheothercorporationsinsuchchain.InthecaseofIncentiveStockOptions,Subsidiarymeansanyentity thatqualifiesasa“subsidiarycorporation”oftheCompany underSection424(f)oftheCode.

“SubstituteAward”meansanAward grantedinassumptionof,orinsubstitutionfor,anoutstandingawardpreviouslygrantedbyaPersonacquiredbytheCompanyorwithwhichtheCompanycombines.

“Successor” withrespecttoaParticipantmeansthelegalrepresentativeofanincompetent Participantand,iftheParticipantisdeceased,thelegalrepresentativeoftheestateoftheParticipantorthepersonorpersonswho may,bybequestorinheritance,orunderthetermsofanAwardorofformssubmittedbytheParticipanttotheCommittee,acquiretherighttoreceivecash and/orsharesofCommonStockissuableinsatisfactionofanAward.

ARTICLE II:ADMINISTRATION

2.1     Generally.TheCommitteeshallhavetheauthoritytocontrolandmanagetheoperationandadministrationofthePlan;provided,however,that allactsandauthorityoftheCommitteepursuanttothisPlanaresubjecttotheprovisionsoftheCommittee’s charter,as amendedfromtimetotime,and suchotherauthorityasmaybedelegatedto theCommitteebytheBoard.

2.2     GrantofAwards.TheCommitteehastheexclusivepowertomakeAwards,todeterminewhen andtowhichEligibleIndividuals Awardswillbegranted,thetypesofAwardsandthenumberofsharesofCommonStockcoveredbytheAwards,toestablishtheterms, conditions,performancecriteria,restrictions, andotherprovisionsofsuchAwards, and,subject tothetermsofthePlanandapplicablelaw,tocancel,suspendoramendexistingAwards.

2.3     Section 162(m).SubjecttotheprovisionsofthePlan,theCommitteewill havetheauthorityanddiscretiontodeterminetheextenttowhichAwardsunderthePlanwillbestructuredtoconformtotherequirementsapplicabletoperformance-basedcompensation asdescribedinSection162(m),andtotakesuchaction,establishsuch procedures,andimposesuchrestrictions asnecessarytoconformtosuch requirements.Notwithstandinganyprovisionofthe Plantothecontrary,ifanAwardunderthisPlanisintendedtoqualifyasperformance-basedcompensationunderSection162(m)andtheregulationsissuedthereunder andaprovisionofthis Planwould preventsuchAwardfromsoqualifying,suchprovisionshallbeadministered,interpretedandconstruedtocarryoutsuchintention(ordisregardedtotheextentsuchprovision cannotbesoadministered,interpretedorconstrued).

2.4     PaymentofAwards.TheCommitteemay,subjecttoSection12.3,determinewhether,towhatextentand underwhatcircumstances Awardsmaybesettled,paidorexercised incash,sharesofCommonStockorotherAwardsorother property,orcanceled, forfeitedorsuspended.

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2.5     Interpretation.TheCommitteehastheauthoritytointerpretthePlanandanyAwardmadeunderthePlan,toestablish,amend, waiveandrescindanyrulesandregulationsrelatingtotheadministrationofthePlan,todeterminethetermsandprovisionsofanyAward Agreementsenteredintohereunder(notinconsistentwiththePlan),toamendtheterms andprovisionsofanysuchAwardAgreement(notinconsistentwiththePlan)andtomakeallother determinationsnecessaryoradvisablefortheadministrationofthePlan.TheCommitteemaycorrectanydefect,supplyanyomissionorreconcileanyinconsistencyinthePlanorinanyAwardinthemannerandtotheextentitdeemsdesirable.ThedeterminationsoftheCommittee intheadministrationofthe Planas describedhereinwillbefinal,bindingandconclusiveonallinterested parties.

2.6     DelegationofAuthority.Excepttotheextentprohibitedbyapplicable laworregulation,theCommitteemayallocatealloranyportionofitsresponsibilitiesandpowersto anyoneormoreofitsmembersandmaydelegatealloranypartofitsresponsibilitiesand powerstoanypersonorpersons selectedby it;provided, however,theCommitteeshallnotdelegateanysuchauthoritywithrespecttoanyAwardsmadetoaReportingPerson.The Committee mayrevokeanysuchallocationordelegationatanytime.

2.7     Cooperation.TheCompanyandanyaffiliatewill,tothefullestextentpermittedbylaw,furnishtheCommitteewith suchdataandinformation asmayberequiredforittodischargeitsduties.TherecordsoftheCompanyandanyaffiliate astoan EligibleIndividual’semployment,orotherprovisionofservices,terminationofemployment,orcessationoftheprovisionofservices,leaveofabsence,reemploymentandcompensationwillbeconclusiveonallpersonsunless determinedtobeincorrect.ParticipantsandotherpersonsentitledtobenefitunderthePlanmustfurnishtheCommitteesuchevidence,dataorinformationastheCommitteeconsidersdesirabletocarryoutthetermsofthePlan.

2.8     Indemnification.Tothefullestextentpermittedbylaw,eachmember andformermemberoftheCommitteeand eachpersontowhomtheCommitteedelegatesorhasdelegatedauthority underthisPlanshallbeentitledtoindemnificationbytheCompanyagainstand from any loss,liability,judgment,damage,cost andreasonableexpenseincurredbysuchmember,formermemberorotherpersonbyreasonofanyaction taken,failuretoactordeterminationmadeingoodfaith under orwithrespecttothisPlan.

ARTICLE III:SHARESAVAILABLEFOR AWARDS

3.1     Number. SubjecttoadjustmentasprovidedinSection3.4,themaximumnumberofsharesofCommonStockthatmaybedeliveredpursuanttoAwardsgrantedunderthePlanis10,750,000.SharesofCommonStocktobeissuedunderthePlanmaybemadeavailable fromauthorizedbutunissuedsharesofCommonStock,sharesofCommonStockheldbytheCompanyinitstreasury,orsharesofCommonStockpurchasedbytheCompanyontheopenmarketorotherwise.

3.2      Automatic Share Reserve Reset. Every October 1, the number of shares of Common StockthatmaybedeliveredpursuanttoAwardsgrantedunderthePlanshall be reset to a number equal to the greater of (A) 20% of the then issued and outstanding shares of Common Stock, and (B) the number of shares of Common StockthatmaybedeliveredpursuanttoAwardsgrantedunderthePlanon the immediately preceding September 30.

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3.3     Award Limitations.NoParticipantreceiving anAwardwillbegrantedanyAwardwith respecttomorethan1,000,000sharesofCommonStockduringanyfiscalyear.

3.4     Share Counting.IfanysharesofCommonStockcoveredbyanAwardotherthanaSubstituteAward,ortowhich suchanAwardrelates, terminate,lapseorare forfeitedorcancelled,orsuchan AwardisotherwisesettledwithoutthedeliveryofthefullnumberofsharesofCommonStockunderlyingtheAward,thenthesharesofCommonStockcoveredbysuchAward,ortowhichsuch Awardrelates,totheextentofanysuchforfeiture, termination,lapse,cancellation, etc.,shallagainbe,orshallbecomeavailableforissuanceunderthePlan.Sharesof CommonStockunderlyingSubstituteAwardsshallnotreducethenumberofsharesof CommonStockavailablefordeliveryunderthisPlan.SharesofCommonStockdeliveredinpaymentofthepurchase priceinconnection withtheexerciseofOptionsorsharesofCommon Stockdeliveredorwithheldtopaytax-withholdingobligationsorotherwiseunderthePlanshall beaddedtoandshallincreasethenumberofsharesofCommonStockavailableforpurposesof the Plan.

3.5     Adjustments.IntheeventthattheCommitteeshall determinethatanydividendorotherdistribution(whetherintheformofcash, sharesofCommonStock,othersecurities,orotherproperty),recapitalization,sharesplit,reversesharesplit,reorganization,merger, consolidation,split-up,spin-off,combination, repurchaseorexchangeofsharesofCommon Stockorother securitiesoftheCompany,issuanceofwarrantsorotherrightstopurchaseshares ofCommonStockorother securitiesoftheCompany,orothersimilarcorporatetransactionoreventaffectsthesharesofCommonStocksuchthatan adjustmentisdeterminedbythe CommitteetobeappropriateinordertopreventdilutionorenlargementofthebenefitsorpotentialbenefitsintendedtobemadeavailableunderthePlan,thentheCommitteeshall,insuchmanner asitmaydeemequitable,adjustanyorallof:(i)thenumberandtypeofsharesof CommonStock(or othersecuritiesorproperty)whichthereaftermaybemadethesubjectofAwards,includingwithoutlimitationtheindividuallimitssetforthinSections4(a); (ii)thenumberandtypeofsharesofCommonStock(or othersecuritiesorproperty)subjecttooutstanding Awards;and(iii)thegrant,purchase,orexercisepricewithrespecttoanyAward or, ifdeemedappropriate,makeprovisionforacashpaymenttotheholderofanoutstandingAward;provided,however,thatthenumberofsharesofCommonStocksubjecttoanyAwardshall alwaysbeawholenumber.TheCommittee’sadjustmentshallbeeffectiveandbindingforallpurposesofthisPlan,provided thatnoadjustment shallbemade whichwillcausean IncentiveStockOptiontoloseitsstatusas such,andfurtherprovidedthatnosuchadjustment shallconstitute(i)amodificationofastockrightwithinthemeaningofTreas.Reg.Section 1.409A-1(b)(5)(v)(B)soastoconstitutethegrant ofanewstockright, (ii)anextensionofastockright,includingtheadditionofanyfeatureforthedeferralofcompensationwithinthemeaningofTreas.Reg. Section1.409A-1(b)(5)(v)(C),or(iii)animpermissibleaccelerationofapayment dateorasubsequentdeferralofastock rightsubjecttoSection409AwithinthemeaningofTreas. Reg.Section1.409A-1(b)(5)(v)(E).Furthermore,noadjustmentastheresultofachangeincapitalizationshall causetheexercisepricetobelessthantheFairMarketValueofsuch shares(asadjustedtoreflectthechangeincapitalization)onthedateofgrant,andanyadjustmentastheresultofthesubstitutionofanewstock rightortheassumptionofanoutstandingstockrightpursuanttoacorporatetransactionshallsatisfy theconditionsdescribedinTreas.Reg.Section 1.409A-1(b)(5)(v)(D).

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ARTICLE IV: ELIGIBILITY

All EligibleIndividualsareeligibletoparticipateinthisPlanandreceiveAwards hereunder.Holdersofequity-basedawardsissuedbyacompanyacquiredbytheCompanyorwith whichtheCompanycombinesare eligibletoreceiveSubstituteAwardshereunder.

ARTICLE V:OPTIONS ANDSARS  

5.1     Grant.TheCommitteeisherebyauthorizedtograntOptions andSARstoParticipantswiththefollowingtermsand conditionsandwithsuch additionaltermsandconditions,ineithercasenotinconsistentwiththeprovisionsofthePlan,astheCommitteedetermines.ThegrantofOptionsorSARSshallbeevidencedbyan AwardAgreementthatcontainsthetermsoftheAward, including,butnotlimitedto:(i)thenumberofsharesof CommonStockthatmaybeissueduponexerciseofanOptionornumberofSARssubjecttoanAward; (ii)theexerciseorbasepriceofeach OptionorSAR;(iii)thetermoftheOptionor SAR;(iv)suchterms andconditionsonthevesting and/orexercisabilityofanOptionorSARasmaybedeterminedbytheCommittee;(v)anyrestrictionsontransferoftheOptionorSARand forfeitureprovisions;(vi)theeffectonthetermoftheOptionorSARoftheSeparationfromServiceoftheParticipant;and(vii) suchfurthertermsandconditions,ineachcase,notinconsistentwiththisPlanasmaybedeterminedfromtimetotimeby theCommittee.

5.2     Exercise Price.Theexercise pricepershareofCommonStockunderanOptionorSARwillbedeterminedbytheCommittee;provided,however, that,exceptinthecaseofSubstituteAwards, suchexercisepriceshallnotbeless thantheFairMarketValueofashareofCommonStockonthedateofgrantofsuchOptionorSAR;and providedfurtherthatinthecaseofISOsgrantedtoanindividualthenowning(withinthemeaningofSection424(d)oftheCode)more than10%ofthetotalcombinedvotingpowerofallclassesofstockoftheCompanyoranysubsidiary orparentcorporation thereof(withinthemeaningofSection422oftheCode), suchpriceshallnotbelessthan110%oftheFairMarketValueofashareofCommonStockonthedatetheISOisgranted. TheCommitteeshallnothavetheauthoritytorepriceOptionsorSARs toreducetheexercisepricewithoutfirstobtaining shareholderapprovalforsuch repricing.

5.3     Term.ThetermofeachOption andSARwillbefixedbytheCommitteeinitsdiscretion;provided,however,thatthetermshallnotbemore thanten(10)yearsfromthedatetheOptionorSARisgranted,orfive(5)yearsfromsuchdateiftheoptionisanIncentiveStockOptiongrantedtoanindividualtheowning(directlyandthroughtheapplicationoftheattributionrulesofSection424(d)oftheCode)more than10%ofthetotalcombinedvotingpowerofallclassesofstockoftheCompanyoranysubsidiaryorparentcorporationthereof (withinthemeaningofSection422oftheCode).

5.4     Exercisability.SubjecttothetermsofthePlanandtherelatedAwardAgreement,anyOptionorSARmaybeexercisedatanytimeduringtheperiodcommencing witheitherthedatethat OptionorSARisgrantedorthefirst datepermittedunderavestingscheduleestablishedbytheCommitteeandending withtheexpiration dateoftheOptionorSAR. AParticipantmayexercisehisOptionorSARfor allorpartofthenumberofsharesof CommonStockorrightswhichheiseligibletoexerciseundertermsoftheOptionorSAR.NosharesofCommonStockshallbedeliveredpursuanttoanyexerciseofanOptionuntilpayment infulloftheexercisepriceisreceivedbytheCompany.TheCommitteewill determinethemethodormethodsbywhichpaymentmay be made,including, withoutlimitation,payment (i)incash,oritsequivalent,(ii)byexchangingsharesofCommonStockownedbytheParticipant foratleastsixmonths(whicharenotthesubjectofanypledgeorothersecurityinterest),(iii)byhavingtheCompany“netsettle”thesharesbywithholdingfromthesharesof CommonStockwhich wouldotherwisebedeliveredtotheParticipantsuchshares withaFair MarketValuesufficienttosatisfy the minimumwithholdingrequired withrespecttheretoas determinedby theCommittee, (iv)throughanybroker’s cashlessexerciseprocedure approvedbytheCommittee,or(v)byacombinationoftheforegoing, providedthatthecombinedvalueofallcashandcashequivalentsandtheFairMarket ValueofanysuchsharesofCommonStocksotenderedtotheCompanyasofthedateofsuchtenderisat leastequaltosuchexercise price.

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5.5     Separation fromService.ExceptasotherwiseprovidedintheAwardAgreement documentinganOptionorSARAward,thefollowinggeneralruleswillapplytooutstanding OptionandSARAwardsatthetimeofSeparation fromService:

(a)   IntheeventofSeparationfrom ServiceforCause,unlessotherwisedeterminedbytheCommittee,all outstandingOptionandSARAwards,whethervestedorunvested, willimmediatelyterminate andbeforfeited.

(b)   InallothereventsofSeparationfromService,theParticipant shallhaveaperiodofninety(90)daysfollowingsuchSeparationfromService (or,ifshorter,untiltheendofthetermofaparticularOptionorSARasestablishedintheoriginal AwardAgreement)toexerciseanyvestedand unexercisedOptionsandSARsthenoutstanding; allunvestedOptionandSARAwardsshallimmediatelyterminateandbeforfeited.

5.6     IncentiveStockOptions.ThetermsofanyIncentiveStockOptiongranted underthePlanshallcomplyinallrespectswiththeprovisionsofSection422oftheCode,oranysuccessorprovisionthereto,andanyregulations promulgatedthereunder.NoIncentiveStockOptionshallbegrantedtoanyEligibleIndividual whoisnotanEmployeeof theCompanyoraSubsidiary.OptionsdesignatedasIncentiveStockOptionsshallnotbeeligiblefortreatmentundertheCodeas “incentivestockoptions”(andwillbedeemedtobeNon-QualifiedStockOptions)totheextentthateither (i)theaggregateFairMarketValueofsharesofCommonStock(determined asofthedateofgrant) withrespecttosuchOptionsare exercisableforthefirsttimeby theParticipantduringanycalendaryear(underall plansoftheCompanyandanySubsidiary)exceeds$100,000,takingOptionsintoaccountintheorderinwhichtheyweregrantedor(ii)such Optionsotherwiseremainexercisablebutarenotexercisedwithin three(3)monthsofterminationofemployment(orsuch otherperiodoftimeprovidedinSection422oftheCode).

5.7     Disqualifying DispositionNotice.EachParticipantawardedan IncentiveStockOption underthePlanshallnotifytheCompanyinwritingimmediatelyafterthedateheorshemakesadisqualifyingdispositionofanysharesofCommonStockacquiredpursuanttotheexerciseofsuchIncentiveStockOption.Adisqualifyingdispositionisanydisposition(includinganysale)ofsuchsharesofCommon Stockbeforethelaterof(i)twoyearsafterthedateofgrant oftheIncentiveStockOptionor(ii)oneyearafterthedatetheParticipantacquiredthesharesofCommonStockbyexercisingtheIncentiveStockOption.TheCompanymay,ifdeterminedby theCommitteeandinaccordancewithprocedures establishedbyit,retainpossessionofanysharesofCommonStockacquiredpursuanttotheexerciseofan IncentiveStockOptionas agentfortheapplicableParticipantuntiltheendoftheperiod describedintheprecedingsentence,subjecttocomplyingwithanyinstructionsfromsuch Participantastothesaleofsuchsharesof Common Stock.

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ARTICLE VI:RESTRICTEDSTOCKAWARDS

6.1     Grant.TheCommitteeisherebyauthorizedtograntAwardsofRestrictedStocktoEligibleIndividuals.ThegrantofRestrictedStockshallbeevidencedbyan AwardAgreementthatcontainsthetermsoftheAward, including,butnotlimitedto:(i)thenumberofsharesofRestrictedStocksubjecttosuchAward; (ii)thepurchase price,ifany,ofthesharesofRestrictedStockandthemeansofpaymentforsuchshares;(iii)theperformancecriteria,ifany,and levelofachievementinrelationtothecriteria thatshalldeterminethenumberofsharesofRestrictedStockgranted,issued, retainableand/orvested;provided, however,thatanysuchperformance criteriashallbeselectedfromthecriteriasetforthinSection9.2totheextentthe Committeeintends thattheAwardcomplywith Section162(m);(iv)suchtermsandconditionsof thegrant,issuance,vestingand/orforfeitureoftheRestrictedStockasmaybedeterminedfromtimetotimeby theCommittee; (v)restrictionsontransferability oftheRestrictedStock;and(vi) suchfurthertermsandconditions,ineachcase,notinconsistentwiththisPlanasmaybedeterminedfromtimetotimebytheCommittee.

6.2     VestingandForfeiture.RestrictedStockgrantedunderthisArticleVIissubjecttosuch restrictionsastheCommitteemayimpose,which restrictionsmaylapseseparatelyorincombinationatsuchtimeortimes,insuchinstallmentsorotherwise,astheCommitteemaydeemappropriate.ExceptasotherwisedeterminedbytheCommittee,uponaSeparationfromServiceduringtheapplicablerestrictionperiod,RestrictedStockthatisatthattimesubjecttorestrictionsshallbeforfeitedandreacquiredbytheCompany;providedthattheCommitteemayprovide,byruleorregulationorinanyAwardAgreement,ormaydetermineinanyindividualcase,thatrestrictionsorforfeitureconditionsrelatingtoRestrictedStockwilllapseinwholeor inpart,includingintheeventofterminationsofemploymentresultingfromspecified causes.

6.3      StockCertificates.An AwardofRestrictedStockmaybeevidencedinsuchmannerastheCommitteemaydeemappropriate, including,withoutlimitation,book-entryregistrationorissuanceofastockcertificateorcertificates.IntheeventanystockcertificateisissuedinrespectofsharesofRestrictedStock,suchcertificatewillberegisteredinthenameof theParticipantandbearanappropriatelegendreferringtotheterms,conditions,and restrictionsapplicabletosuchsharesofCommonStock.

6.4     Dividends andVotingRights.UnlessotherwisedeterminedbytheCommittee,aParticipantholdinganoutstandingAwardofRestrictedStockshallbeentitledto(i)receive alldividendsanddistributions paidinrespectofsharesofCommonStockunderlyingsuchaward;provided,thatifanysuchdividendsordistributionsarepaidinsharesofCommonStockorothersecurities, suchsharesandothersecuritiesshallbesubjecttothesamevestingandotherrestrictionsasapplytotheRestrictedStockwithrespecttowhichtheywerepaid,and (ii)exercisefullvotingrightsandotherrights asastockholderwithrespecttothesharesofCommon Stockunderlyingsuch Awardduringtheperiodduringwhichsuchshares remainsubjecttorestriction.

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ARTICLE VII:RESTRICTEDSTOCK UNIT AWARDS 

7.1     Grant.TheCommitteeisherebyauthorizedtograntAwardsofRestrictedStockUnitstoEligibleIndividuals.ThegrantofRestrictedStockUnitsshallbeevidencedbyan AwardAgreementthatcontainsthetermsoftheAward, including,butnotlimitedto:(i)thenumberofRestrictedStockUnitssubjecttosuchAward;(ii)thepurchaseprice,ifany,oftheRestrictedStockUnitsandthemeansofpaymentforsuchRestrictedStockUnits;(iii)theperformancecriteria,ifany,andlevelofachievementinrelationtothecriteria thatshalldeterminethenumberofRestrictedStockUnitsgranted, issued,retainableand/orvested;provided, however,thatanysuchperformancecriteriashallbeselectedfromthecriteria setforth inSection9.2totheextenttheCommitteeintendsthattheAwardcomplywithSection 162(m); (iv)suchtermsand conditionsofthegrant,issuance,vestingand/orforfeitureoftheRestricted StockUnitsasmaybedeterminedfromtimetotimebytheCommittee;(v)restrictionsontransferability oftheRestrictedStockUnits;and(vi)suchfurthertermsandconditions,ineachcase,notinconsistentwiththisPlanasmaybedetermined fromtimetotimeby theCommittee.

7.2     Vesting.TheAwardsofRestrictedStockUnitsgrantedunderthisArticleVIIaresubjecttosuchrestrictionsastheCompanymayimpose,whichrestrictionsmaylapseseparately orincombination,atsuchtimeortimes,insuchinstallmentsorotherwise,astheCommitteemaydeemappropriate.

7.3     Separation fromService.Withoutlimitingtheforegoing,and exceptasotherwiserevisedintheAward AgreementdocumentingaRestrictedStockUnitAward (“RSUs”)orotherwise determinedbytheCommittee,intheeventofSeparationfromService forCause(as determinedbytheCompany),unless otherwisedeterminedbytheCommittee,all outstandingRSUswillimmediatelyterminateandbeforfeited.Inall othereventsofSeparationfromService,totheextentnotpreviouslypaid,theParticipantshallbepaidanyvestedRSUsinaccordancewiththepaymentprovisionsofSection7.4,andallunvestedRSUsshallimmediatelyterminateandbeforfeited.

7.4     PaymentofAward.ThesharesofCommonStockorcashunderlyingaRestrictedStockUnitAwardsshall (subjecttosatisfactionofanypurchasepricerequirement)betransferredorpaidtotheParticipantassoonaspracticablefollowingtheAward dateortheterminationofthevestingorotherrestrictions setforthinthePlanortheapplicable AwardAgreementandthesatisfactionofanyand allotherconditionsoftheAwardapplicabletosuchRestrictedStockUnitAward(the “RestrictionEndDate”),butinnoeventlaterthantwo and one-half(2½)monthsfollowingtheendofthecalendaryearthatincludesthelateroftheAward dateortheRestrictionEndDate,asthecasemay be.Notwithstandinganyoftheforegoing,to theextentthattheprovisionsofSection7.3hereofortheprovisionsofanyAwardAgreementfor RestrictedStockUnitsrequire,distributionsofsharesofCommonStockundercircumstancesthat constitutea“deferralofcompensation”shallconformtotheapplicable requirementsofSection409A,including, withoutlimitation,therequirementthatadistributiontoaParticipant whoisaSpecifiedEmployeewhichismadeonaccountoftheSpecifiedEmployee’s SeparationfromServiceshallnotbemadebeforethedatewhichissix(6)monthsafterthedateofSeparationfromService.

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ARTICLE VIII:STOCKAWARDSAND OTHERSTOCK-BASEDAWARDS

8.1      StockAwards.TheCommitteeisherebyauthorizedtograntStockAwardstoEligibleIndividuals.StockAwardsmaybeissuedbytheCommitteeinadditionto,orintandemwith,other AwardsgrantedunderthisPlan,andmaybeissuedinlieuofanycashcompensationorfeesforservicestotheCompanyastheCommittee,initsdiscretion,determinesorauthorizes. StockAwards shallbeevidencedbyanAwardAgreementorinsuchothermannerasthe Committeemaydeem necessaryorappropriate,including,withoutlimitation, book-entryregistrationorissuanceofastockcertificateorcertificates. Intheeventanystock certificateisissuedinrespectofsharesofCommonStockunderlyingaStockAward,suchcertificatewillberegisteredinthenameoftheParticipant.

8.2     Other Stock-BasedAwards.TheCommitteeisherebyauthorizedtogranttoParticipantssuch otherAwards(including,withoutlimitation,rightstodividendsanddividend equivalents)thataredenominatedorpayablein,valuedinwholeorinpartbyreferenceto,orotherwisebasedonorrelatedto,sharesofCommonStock(including,withoutlimitation, securitiesconvertibleintosharesofCommonStock)asaredeemedbytheCommitteetobeconsistentwiththepurposesofthePlan.SubjecttothetermsofthePlan,theCommitteewill determinetheterms andconditionsofsuchAwards andsetforthsuchtermsandconditionsinanAwardAgreementrelatedtosuchAward.SharesofCommonStockorothersecuritiesdelivered pursuanttoapurchaseright grantedunderthisSection8.2shallbepurchasedfor suchconsideration,whichmaybepaidbysuchmethodormethods andinsuch formorforms, including,withoutlimitation,cash, sharesofCommonStock,othersecurities,other Awardsorotherproperty,or anycombinationthereof, astheCommitteedetermines,thevalueofwhichconsideration, asestablishedbytheCommittee,shall,exceptinthecaseofSubstituteAwards,notbeless thantheFairMarketValueofsuch sharesorothersecuritiesasofthedate suchpurchaserightisgranted.

8.3     Payment.StockAwardsandOther Stock-BasedAwardsshallbetransferredorpaidtotheParticipantassoonaspracticablefollowingtheAwarddateandthesatisfactionofanyandall otherconditionsoftheapplicableAward Agreement(the“Satisfaction Date”),butinnoeventlaterthan twoandone-half(2½)monthsfollowingtheendofthecalendar yearthatincludesthelateroftheAwarddateortheSatisfactionDate, asthecasemaybe.Notwithstandingany oftheforegoing,totheextentthattheprovisionsofArticleVIIIhereofor theprovisionsofanyAward AgreementforStockAwardsorotherStock-BasedAwards require,distributionsofsharesofCommonStockunder circumstancesthatconstitutea“deferralofcompensation” shallconformtotheapplicable requirementsofSection409A,including,withoutlimitation,therequirementthatadistributiontoaParticipantwhoisaSpecified Employeewhich ismadeonaccountoftheSpecifiedEmployee’sSeparation fromServiceshallnotbemade before thedatewhichissix(6)monthsafterthedateofSeparationfromService.

ARTICLE IX:SECTION 162(m)PERFORMANCE BASEDCOMPENSATION

9.1     General Requirements.TotheextentthataRestrictedStockAward,RestrictedStockUnitAward,StockAwardorOtherStock-BasedAwardisintendedtoqualifyasperformance-based compensationunderSection162(m)(a“Performance Award”)suchAwardshallsatisfytherequirementssetforthinthisArticleIX.

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9.2     Performance Goals.PerformanceAwardsshallbeconditionedupontheachievementofobjectivepre-establishedgoal(s) relatingtooneormoreofthefollowing performancemeasuresestablishedinwritingbytheCommitteewithin90daysafterthebeginningoftheapplicableperformanceperiod(andinnoeventafter25% oftheperformance periodhaslapsed)subjecttosuchmodifications asspecifiedbytheCommittee:cashflow;earnings(includingearningsbeforeinterest,taxes,depreciation,andamortization);earningspershare, dilutedorbasic;capitalexpenditures; debt,netdebt,debt reduction;workingcapital;returnoninvestment;economicvalueadded;costofcapital;stockprice;returnonequity; totalshareholderreturn; return oncapital; returnonassetsornetassets; revenue;incomeornetincome;andoperatingincomeornetoperatingincome. TotheextentconsistentwithSection 162(m),theCommitteemaydeterminethatcertainadjustmentsapply,inwholeorinpart,insuchmannerasdeterminedbytheCommittee,toexcludetheeffectofanyofthefollowingevents thatoccurduringaperformance period: theimpairmentoftangibleorintangibleassets; litigationorclaim judgmentsorsettlements;theeffectofchangesintaxlaw,accounting principlesorother suchlawsorprovisionsaffectingreportedresults;accrualsfor reorganizationandrestructuringprograms,including,butnotlimitedto,reductionsinforceandearlyretirementincentives;andanyextraordinary,unusual,infrequentornon-recurringitemsdescribedinmanagement’sdiscussionandanalysisoffinancialcondition andresultsofoperationsorthefinancial statementsandnotestheretoappearingintheCompany’sannualreporttoshareholdersfortheapplicableyear.Performancemeasuresmaybedeterminedeitherindividually, alternativelyorinanycombination,appliedtoeithertheCompanyasa wholeortoabusiness unitorSubsidiary entitythereof, eitherindividually,alternatively orinanycombination,and measuredoveraperiodoftimeincludinganyportionofayear,annuallyorcumulativelyoveraperiodof years,onan absolutebasisorrelativeto apre-establishedtarget,topreviousyears’resultsortoadesignatedcomparisongroup,ineachcase asspecifiedbytheCommittee.

9.3     CertificationofPerformanceGoals.Achievementoftheperformance goalsestablishedinaccordancewithSection9.2shallbecertifiedinwritingpriortopaymentofthePerformance Award,asrequiredbySection162(m).Inadditiontoestablishingminimumperformancegoal(s)belowwhichnocompensationshallbepayablepursuanttoaPerformanceAward,theCommittee,initsdiscretion,maycreateaperformancescheduleunderwhich anamountless thanormore thanthetarget awardmaybepaidsolongastheperformancegoal(s) havebeenachieved.

9.4      CommitteeDiscretion.NotwithstandinganyprovisionofthisPlantothecontrary,theCommittee,initssolediscretion,may retainthediscretiontoreducetheamountofanyPerformance AwardtoaParticipantifitconcludesthat suchreductionisnecessaryorappropriatebasedupon:(i)an evaluationofsuchParticipant’sperformance; (ii)comparisonswith compensationreceivedbyothersimilarly situatedindividuals workingwithintheCompany’sindustry; (iii)theCompany’s financialresultsandconditions;or(iv)suchotherfactorsorconditionsthattheCommitteedeemsrelevant. TheCommitteeshallnotuseits discretionary authoritytoincreaseanyawardthatisintendedtobeperformance-based compensationunder Section162(m).

9.5     Payment. PerformanceAwardsshallbetransferredorpaidtotheParticipantassoonaspracticablefollowingtheterminationofthevestingorotherrestrictionssetforthinthePlanortheapplicableAwardAgreement andthesatisfactionofanyandallotherconditionsoftheAward AgreementapplicabletosuchPerformanceAward (the“PerformanceEndDate”),butinnoevent laterthantwoandone-half(2½)monthsfollowingtheendofthecalendaryearthatincludesthePerformanceEndDate.

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ARTICLE X: GENERALTERMSAPPLICABLETOAWARDS

10.1      ExemptionsfromSection 16(b)Liability.WithrespecttoaReportingPerson,theCommitteeshallimplement transactionsunderthePlanandadministerthePlaninamannerthat willensurethateach transactionwithrespecttosuchaParticipantisexemptunderRule16b-3orotherwisenotsubjecttoliabilityunderSection16(b),exceptthatthisprovisionshallnotlimitsalesbysuchaParticipant,and suchaParticipantmayengageinothernon-exempttransactionsunderthePlan. TheCommitteemayauthorizetheCompanytorepurchaseanyAwardorsharesofStockdeliverableordeliveredinconnectionwithanyAwardinordertoavoidaParticipantwhoissubjecttoSection16oftheExchangeActincurringliabilityunderSection 16(b).

10.2     Non-Assignment.ExceptastheCommitteemayotherwisedeterminefromtimetotime:(i)noAwardandnorightunderanyAwardshallbeassignable,alienable,saleableortransferablebyaParticipantotherwise thanbywillorbythelawsofdescentanddistribution;provided, however,that,aParticipantmay,inthemannerestablishedbytheCommittee,designateabeneficiaryorbeneficiariestoexercisetherightsoftheParticipant,andtoreceive anypropertydistributable,withrespecttoanyAwarduponthedeathoftheParticipant; andprovided,further, however,thatinnoevent shalltheCommitteeauthorizeanyassignment,alienation, sale,orothertransferunderthisparagraphthatwould provideaParticipantor beneficiarywiththeopportunitytoreceiveconsideration fromathirdparty;(ii)eachAward, andeachrightunderanyAward,shallbeexercisableduringtheParticipant’slifetimeonlybytheParticipantor,ifpermissibleunder applicablelaw,bytheParticipant’sguardianorlegalrepresentative; and(iii)noAward andnoright underanysuchAward,maybepledged,alienated, attached,orotherwiseencumbered,andanypurportedpledge,alienation,attachmentorencumbrancethereofshallbevoidandunenforceableagainsttheCompany. Theprovisionsof thisparagraphshallnotapplytoanyAwardwhichhasbeenfullyexercised,earnedorpaid, asthecasemaybe,andshallnotprecludeforfeitureofanAwardinaccordancewiththetermsthereof.

10.3     RepurchaseRight.Priortothetimethat sharesofCommonStockarepubliclytradedonanationalsecuritiesexchange registeredwiththeSecuritiesandExchangeCommissionunder Section6(a)oftheExchangeAct,afteraParticipant'sSeparationfromService,theCompanyhastheright (butnottheobligation)torepurchasesuchParticipant’ssharesofCommonStockwhichwere issuedpursuanttotheexerciseorvestingofAwardsissued underthePlan(herein,suchsharesofCommonStockare referredtoasthe“PlanShares”)atFairMarketValueasofthedateofrepurchase. Suchrightofrepurchaseshallbeexercisable atany timeandfromtimetotimeatthediscretionoftheCompany.

10.4     RightofFirstRefusal.Priortothetimethat sharesofCommonStockarepubliclytradedonanationalsecuritiesexchange registeredwiththeSecuritiesandExchangeCommissionunderSection6(a)oftheExchangeAct,anyPlanSharesshallbesubjecttoarightoffirstrefusalonbehalfoftheCompany.Byvirtueofthisright, suchPlanSharesmaynotbetransferredduringtheParticipant'slifetimetoanyperson, unlesssuchtransferoccurs withinfifteendays followingtheexpirationofthirtydaysaftertheCompanywasgivenawrittennoticewhichcorrectlyidentifiedtheprospectivetransfereeortransfereesandwhichofferedthe CompanyanopportunitytopurchasesuchsharesattheirFairMarketValueasofthedateofrepurchaseincash,andsuchofferwasnotacceptedwithinthirtydaysaftertheCompany’sreceiptofthatnotice.

10.5     Section409ACompliance.NotwithstandinganyotherprovisionofthisPlantothecontrary, allAwardsunderthisPlanshallbedesignedandadministeredinamanner thatdoesnotresultintheimpositionoftaxorpenaltiesunderSection 409A.Accordingly,AwardsunderthisPlanshallcomplywiththefollowingrequirements,asapplicable.

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(a)    DistributionstoSpecified EmployeesUponSeparationfrom Service.TotheextentthatpaymentunderanAwardwhichissubjecttoSection409AisduetoaSpecified EmployeeonaccountoftheSpecifiedEmployee’sSeparationfromServicefromtheCompanyoritsaffiliateorsubsidiary,suchpaymentshallbedelayeduntilthefirstdayoftheseventhmonthfollowing suchSeparationfromService(orassoonaspracticablethereafter).TheCommittee,initsdiscretion,mayprovideintheAwardAgreementforthepaymentofinterestataratesetbytheCommittee forsuchsix-monthperiod.

(b)    No Accelerationof Payment.TotheextentthatanAwardissubjecttoSection409A,paymentundersuchAwardshallnotbeaccelerated fromthedate(s) specifiedintheAwardAgreement asofthedateofgrant.

(c)    SubsequentDelayinPayment.TotheextentthatanAwardissubjecttoSection409A,paymentundersuchAwardshallnotbedeferredbeyondthedates specifiedintheAwardAgreementasofthedateofgrant,unlesstheCommitteemakesthedecisiontodelaypayment atleastoneyearpriortothescheduledpaymentdate,andpaymentisdelayed atleastfiveyears.

10.6      ExemptionsfromSection 409A.ThefollowingAwardsareintendedtobeexemptfromtherequirementsofSection409A.

(a)    Non-DiscountedOptions.AnyOptionissuedwithanexercisepricethatisatleast equaltotheFairMarketValueofashareofCommonStockonthedateofgrant.

(b)    Non-DiscountedSARs.AnySARissuedwithan exerciseorbasepriceat leastequaltotheFairMarketValueofashareofCommonStockonthedateofgrant.

(c)    RestrictedStockandStockAwards.RestrictedStock,StockAwardsandanyotherpropertyright subjecttotax underSection83oftheCode.

(d)    Short-Term Deferrals.AnyAwardwhichispaidnolaterthan twoandone-half(2½)monthsfollowingtheyearinwhichtheAwardvests.

ARTICLE XI:CHANGEOFCONTROL

11.1     Generally.TheCommitteemay,initsdiscretion,atthetimeanAwardismadehereunderoratanytimepriorto,coincidentwithorafterthetimeofaChangeofControl(a)subjecttoSection10.5,providefortheaccelerationofanytimeperiodsrelatingtotheexerciseorrealizationofsuchAwards,sothat suchAwardsmaybeexercisedorrealizedinfullonorbeforeadatefixedbytheCommittee;(b)provide forthepurchaseofsuch Awards,upontheParticipant’srequest, foranamountofcash equaltotheamount whichcouldhavebeenobtained upontheexercise or realizationofsuchAwardshadsuchAwardsbeencurrentlyexercisableorpayable;(c)make suchadjustmentto theAwardsthen outstandingastheCommitteedeemsappropriatetoreflectsuchChangeofControl;or (d)causetheAwards thenoutstandingtobeassumed, ornew rights substitutedtherefore,bythesurvivingcorporationinsuchChangeof Control. The Committeemay,initsdiscretion,includesuchfurtherprovisionsandlimitationsin anyAwardAgreement asitmaydeemequitableandinthebestinterestsoftheCompany.

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11.2     Definition. “ChangeofControl”meansachangeofcontroloftheCompanyofanaturethatwouldberequiredtobereportedinresponsetoItem6(e)ofSchedule14ApromulgatedundertheExchangeAct,orItem5.01ofaCurrentReportonForm8-Kor anysuccessorrule,whetherornottheCompanyisthensubjecttosuch reportingrequirements;provided that,withoutlimitation,suchaChangeofControlshallbedeemedtooccurif:

(a)   any“person”(assuchtermisusedinSections13(d) and14(d)oftheExchangeAct)isorbecomesthe“beneficialowner”(asdeterminedforpurposesofRegulation 13D-GundertheExchangeActascurrentlyineffect),directlyorindirectly,inatransactionorseriesoftransactions,ofsecuritiesoftheCompanyrepresentingmorethan50%ofthevotingpoweroftheCompany’svotingcapitalstock (the“VotingStock”);or

(b)   Theconsummationofamerger,orotherbusiness combinationafterwhichtheholdersoftheVotingStockdonotcollectivelyown50%ormoreofthevotingcapitalstockoftheentitysurvivingsuchmergerorotherbusinesscombination,orthesale,lease,exchangeorothertransferinatransactionorseriesoftransactionsofallorsubstantiallyalloftheassetsoftheCompany;or

(c)   A majorityoftheBoardisreplacedinanytwelve (12)monthperiodbyindividuals whoseappointmentorelectionisnotendorsedbyamajorityofthemembersoftheBoardpriortothedateoftheappointmentorelection.

Anygoodfaith determinationbytheCommitteeastowhetheraChangeofControlwithinthemeaningofthisSection hasoccurredshallbeconclusiveandbindingontheParticipants.

ARTICLE XII:EFFECTIVE DATE,AMENDMENT, MODIFICATIONAND TERMINATIONOFPLAN 

12.1     Effective Date.ThePlaniseffectiveasofAugust16,2010.NoAwardmaybegrantedunderthePlanafterthetenthanniversaryofthedateatwhichthisPlanisapprovedbyshareholdersoftheCompany.However, unlessotherwiseexpresslyprovidedinthePlanorinanapplicable AwardAgreement,anyAwardtheretofore grantedmay extendbeyondsuchdate, and theauthorityoftheCommitteetoadministerthePlanandtoamend,alter,adjust, suspend,discontinue,orterminateanysuchAward,ortowaiveanyconditionsorrightsunderanysuch Award,andtheauthority oftheBoardtoamendthePlan,shallextendbeyondsuchdate.

12.2      PlanAmendmentand Termination.Excepttotheextentprohibitedbyapplicablelawand unlessotherwiseexpresslyprovidedinanAwardAgreementorinthePlan,theBoardmayamend,alter,suspend,discontinue,orterminatethePlanoranyportionthereofatanytime;provided, however,thatnosuchamendment,alteration, suspension,discontinuationortermination shallbemadewithout:(i) shareholderapprovalifsuchapprovalisnecessaryto complywithanytax,legalorregulatory(including,forthispurpose,therulesofanynational securitiesexchange(s)onwhichtheCommonStockisthenlisted)requirement forwhichorwith whichtheBoarddeemsitnecessaryordesirableto qualifyorcomply;or(ii)theconsentoftheaffectedParticipant,ifsuchactionwouldadverselyaffectanymaterialrightsofsuchParticipant underanyoutstandingAward.NotwithstandingtheforegoingoranyprovisionofthePlantothecontrary,theCommitteemayatanytime(withouttheconsentoftheParticipant)modify,amendorterminateanyorallof theprovisionsofthisPlantotheextentnecessary toconformtheprovisionsofthePlanwithSection409Aregardlessofwhethersuchmodification,amendment, orterminationofthePlanshalladverselyaffecttherightsofaParticipantunderthePlan.

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12.3     AwardAmendment.TheCommitteemaywaiveanyconditionsorrightsunder,amendanyterms of,oramend,alter,suspend,discontinueorterminate,anyAwardtheretoforegranted,prospectivelyorretroactively, withouttheconsentofanyParticipantorholderorbeneficiaryofanAward; provided,however,thatnosuchaction shallimpairanymaterialrightsofaParticipantorholderorbeneficiaryunderanyAwardtheretofore grantedunderthePlan.The Committeemay,initsdiscretion, vestpartorallofaParticipant’sAwardthatwouldotherwise beforfeited;providedthat,inthecaseofaRestrictedStockUnitAward,StockAward, OtherStock-BasedAwardorPerformanceAward,distribution thereoftotheParticipantshallbemadenolaterthan two andone-half(2½)monthsfollowingtheendofthecalendaryearinwhichsuchvestingoccurs.Notwithstandingtheforegoing,nowaiver,amendment,alteration, suspension,discontinuationorterminationoftheAwardbytheCommitteeshallconstitute (i)amodificationofastock rightwithinthemeaningofTreas.Reg.Section1.409A-1(b)(5)(v)(B)soastoconstitutethegrantofanewstock right,(ii)anextensionofastock right,includingtheadditionofanyfeatureforthedeferralofcompensation,withinthemeaningofTreas.Reg.Section 1.409A-1(b)(5)(v)(C),oranimpermissibleaccelerationofapaymentdateorasubsequentdeferralofastockrightsubjecttoCodeSection409AwithinthemeaningofTreas. Reg.Section1.409A-1(b)(5)(v)(E).Furthermore,innoeventmay theCommitteeexchangeAwardspreviouslygrantedfor Awardsofadifferenttype.

12.4     AdjustmentofAwards.TheCommitteeisauthorizedtomakeadjustmentsintheterms andconditionsof,andthecriteriaincludedin,Awardsinrecognitionofunusualornonrecurringevents (including,withoutlimitation,an eventaffectingtheCompany,orthefinancialstatementsoftheCompany,orofchangesinapplicable laws,regulationsoraccounting principles),whenevertheCommitteedetermines thatsuchadjustmentsare appropriateinordertopreventdilutionorenlargementofthebenefitsorpotentialbenefitsintendedtobemade availableunderthePlan,subject,withrespecttoAwardsintendedtomeettherequirementsofSection162(m), compliancewiththeprovisionsofSection162(m).

ARTICLE XIII:MISCELLANEOUS

13.1     No RighttoContinuedEmployment.NothinginthePlanorinanyAward AgreementconfersuponanyEligibleIndividualwhoisaParticipanttherighttocontinueintheserviceoremploymentoftheCompanyoranyaffiliateoraffectanyright whichtheCompanyoranyaffiliatemayhavetoterminateormodifytheemploymentorprovisionofserviceoftheParticipantwithorwithoutcause.

13.2     No RightsasaStockholder.NotwithstandinganythingtothecontraryinthePlan,noParticipantorSuccessorshall haveanyvotingorother rightsasastockholderoftheCompanywith respecttoanyCommonStockcoveredbyan AwarduntiltheissuanceofacertificateorcertificatestotheParticipantforsuchCommonStock.No adjustmentshallbemadefor dividendsorother rightsforwhichtherecorddateispriortotheissuanceofsuch certificates.

13.3     Withholding.AParticipantmayberequiredtopaytotheCompanyoranySubsidiary,andtheCompanyor anySubsidiaryshallhavetherightandisherebyauthorizedtowithholdfromanyAward,fromanypaymentdueortransfer madeunderanyAwardorunderthePlanorfromanycompensationorotheramountowingtoaParticipanttheamount(incash sharesofCommonStock,othersecurities,otherAwardsorotherproperty)ofany applicablewithholding andtaxes,includingtheParticipant’ssocialsecurityand Medicaretaxes(FICA) andfederal,state, localincometaxorsuchotherapplicabletaxes(“Taxes”),inrespectofanyAward, itsexercise,oranypaymentortransferunderanAwardorunderthePlanandtotakesuchotheractionasmaybenecessaryintheopinionoftheCompanytosatisfyallobligationsforthepaymentofsuchTaxes. TheCompany mayrequire theParticipanttomakearrangementssatisfactorytoitforthepaymentofanyTaxesbeforeissuinganyStockpursuanttotheAward. TheCommitteemay,ifitdeemsappropriateinthecaseofaParticipant,withholdsuchTaxesthroughareductionofthenumberofsharesofCommonStockdeliveredtosuchindividual havingaFairMarketValuesufficienttosatisfytheminimumamountofTaxesrequiredtobewithheld,asdeterminedby theCommittee.SuchreductionofsharesofCommonStockdelivered totheParticipantisherebyspecifically authorizedas analternativeforthesatisfactionofwithholding obligations.

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13.4     No effectonCompensation.AwardsreceivedbyaParticipantunderthisPlanarenotbedeemedapartofaParticipant’s regular,recurringcompensationfor purposesofanytermination,indemnityorseverancepaylaws andshallnotbeincludedin,norhaveanyeffecton,thedeterminationofbenefitsunderanyotheremployee benefitplan,contractorsimilararrangementprovidedbytheCompanyoranaffiliate,unlessexpresslysoprovidedbysuch otherplan,contractorarrangement,orunlesstheCommitteesodetermines.No provisionofthe PlanshallpreventtheCompanyfromadopting orcontinuing ineffectotheroradditionalcompensation arrangements,includingincentivearrangementsprovidingfortheissuanceof optionsand stock,andawardsthatdonotqualifyunder Section162(m),andsucharrangementsmaybegenerallyapplicableorapplicableonlyinspecificcases.

13.5     UnfundedPlan.ThisPlanisunfundedandtheCompanyisnotrequiredtosegregateanyassetsthatmayatanytimeberepresentedbyAwards underthisPlan.NeithertheCompany,itsSubsidiariesorotheraffiliates,theCommittee,northeBoard shallbedeemedtobeatrusteeofanyamountstobepaid underthisPlannorshallanythingcontainedinthisPlanoranyaction takenpursuanttoitsprovisionscreateorbeconstruedtocreateafiduciaryrelationshipbetweentheCompanyand/or itsSubsidiariesorotheraffiliates,andaParticipantorSuccessor.TotheextentanypersonacquiresarighttoreceiveanAward underthisPlan,suchrightshallbenogreaterthantherightofanunsecuredgeneralcreditoroftheCompany.

13.6     LimitationofLiability.AnyliabilityoftheCompanytoanyParticipantwithrespecttoanAwardshallbebasedsolelyuponcontractual obligationscreatedbythisPlanandtheapplicableAwardAgreement.Exceptasmayberequiredbylaw,neithertheCompanynoranymemberorformermemberoftheBoardoroftheCommittee,noranyotherperson participating(includingparticipation pursuantto adelegationof authority underSection2.6hereof)inanydeterminationofanyquestionunderthisPlan,orintheinterpretation, administrationorapplicationofthisPlan,shallhaveanyliabilitytoanypartyforanyactiontaken,ornottaken,underthisPlan.

13.7     Legal Requirements.Nocertificatefor sharesofCommonStockdistributable pursuanttothisPlanwillbeissuedanddelivered unlesstheissuanceofsuchcertificate complieswithallapplicable legalrequirementsincluding,withoutlimitation,compliance withtheprovisionsofSection409A,applicable statesecuritieslaws,theSecuritiesActof1933,asamendedandineffectfromtimetotimeoranysuccessorstatute,theExchangeAct andtherequirementsofthenationalsecuritiesexchange(s)onwhichtheCompany’sStockmay,at suchtime,belisted.

13.8     GoverningLaw.Totheextentthat federallawsdonototherwisecontrol,thisPlanand alldeterminationsmadeandactionstakenpursuanttothisPlanshallbegovernedbythelawsofthestateofDelaware,withoutgiving effecttoitsconflictoflawprovisions.

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13.9     Severability.IntheeventthatanyprovisionofthisPlanisheldtobeillegalorinvalidforanyreason,theillegalityorinvalidityshallnotaffecttheremainingprovisionsofthisPlan,andthisPlanshallbeconstruedandenforced asiftheillegalorinvalidprovisionhadnotbeen included.

13.10     No FractionalShares.Nofractional sharesshallbeissuedordeliveredpursuanttothisPlanoranyAwardAgreement,andtheCommitteeshalldeterminewhethercash,othersecurities,orotherpropertyshallbepaidortransferredinlieuofanyfractionalshares,orwhethersuchfractional sharesoranyrightstheretoshallbecanceled,terminated,orotherwiseeliminated.

13.11     Headings. Headingsareprovided hereinforconvenienceonlyandnottoserveasabasisfor interpretationorconstructionofthePlan. 

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CERTIFICATIONS

On behalf of the Company, the undersigned hereby certifies that the UBL Interactive, Inc. 2010 Omnibus Equity Incentive Plan was approved by the Board of Directors of the Company on December 23, 2010 and by the majority shareholders of the Company’s common stock on August 5, 2010.

UBL INTERACTIVE, INC.
By:	/s/ Doyal Bryant
Name:	Doyal Bryant
Title:	Chief Executive Officer

On behalf of the Company, the undersigned hereby certifies that the amendment to the UBL Interactive, Inc. 2010 Omnibus Equity Incentive Plan approved by the Board of Directors of the Company on October 22, 2013 has been approved by the majority stockholders of the Company’s common stock as of October __, 2014.

UBL INTERACTIVE, INC.
By:	/s/ Doyal Bryant
Name:	Doyal Bryant
Title:	Chief Executive Officer

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