0001437749-13-001351.txt : 20130211 0001437749-13-001351.hdr.sgml : 20130211 20130211160402 ACCESSION NUMBER: 0001437749-13-001351 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130211 DATE AS OF CHANGE: 20130211 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ansley T. Michael CENTRAL INDEX KEY: 0001434679 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 21751 W. ELEVEN MILE ROAD STREET 2: SUITE 208 CITY: SOUTHFIELD STATE: MI ZIP: 48076 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Diversified Restaurant Holdings, Inc. CENTRAL INDEX KEY: 0001394156 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 030606420 STATE OF INCORPORATION: NV FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85278 FILM NUMBER: 13591676 BUSINESS ADDRESS: STREET 1: 27680 FRANKLIN ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: (248) 223-9160 MAIL ADDRESS: STREET 1: 27680 FRANKLIN ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034 FORMER COMPANY: FORMER CONFORMED NAME: Diversified Restaurants Holding, Inc. DATE OF NAME CHANGE: 20070322 SC 13D 1 dfrh_sc13d-020813.htm SCHEDULE 13D dfrh_sc13d-020813.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13D
Under the Securities Exchange Act of 1934
 

Diversified Restaurant Holdings, Inc.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

25532M 10 5
(CUSIP Number)

Michael T. Raymond
Dickinson Wright, PLLC
2600 W. Big Beaver Rd., Suite 300
Troy, Michigan 48084-3312
248-433-7274
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 31, 2013 (See Introduction)
(Date of Event which Requires Filing of This Statement)
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [___].

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 

CUSIP No. 25532M 10 5
  
1.
NAMES OF REPORTING PERSON
T. Michael Ansley
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o (b) x
3.
SEC USE ONLY
4.
SOURCE OF FUNDS
OO
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY 
OWNED BY
EACH
REPORTING
PERSON WITH
 7.
SOLE VOTING POWER
15,076,600 shares
 8.
SHARED VOTING POWER
0 shares
 9.
SOLE DISPOSITIVE POWER
11,172,600 shares
 10.
SHARED DISPOSITIVE POWER
0 shares
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,076,600 shares
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  o
13.
79.5%
14.
IN

 
 
 

Introduction

This Schedule 13D is being filed by T. Michael Ansley (“Mr. Ansley” or the “Reporting Person”) with respect to the common stock, par value $0.0001 per share (“Common Stock”) of Diversified Restaurant Holdings, Inc. (the “Issuer”).

The Reporting Person is the founder, Chief Executive Officer, President, and Chairman of the Board of Directors of the Issuer.  At all times since the Issuer’s incorporation, the Reporting Person has been in control of the Issuer through his direct beneficial ownership of more than 50% of the Issuer’s outstanding Common Stock.  On December 31, 2009, the Reporting Person filed a Schedule 13G in reliance upon Rule 13d-1(d), disclosing beneficial ownership of 11,143,500 shares of Common Stock which at the time represented 59.04% of the Issuer’s outstanding shares.  Presently, the Reporting Person has direct beneficial ownership of 11,113,600 shares of Common Stock, indirect beneficial ownership of 9,000 shares of Common Stock as a custodian under the Uniform Gifts to Minors Act, and beneficial ownership of 50,000 shares of Common Stock through stock options exercisable within 60 days of February 8, 2013 until July 31, 2016.

Thomas D. Ansley is the father of the Reporting Person and a founding partner of the Issuer, and he currently owns 1,356,500 shares of Common Stock.  Jason T. Curtis is the Chief Operating Officer of the Issuer and he currently owns 900,000 shares of Common Stock.  Steve Menker is the IT Director of the Issuer and he currently owns 900,000 shares of Common Stock.  Lastly, Mark Ansley is the brother of the Reporting Person and a managing partner of the Issuer, and he currently owns 747,500 shares of Common Stock.  These four individuals are hereinafter referred to as the “Granting Shareholders.”

The Granting Shareholders and Mr. Ansley entered into an agreement, dated January 31, 2013, set forth as Exhibit 1 to this Schedule 13D.  Each Granting Shareholder has executed and delivered to Mr. Ansley a voting proxy allowing him to vote all of their shares in his sole discretion.  As a result of receiving such additional voting power, the Reporting Person’s beneficial ownership of Common Stock has increased by 3,904,000 shares to a total of 15,076,600 shares.  The Granting Shareholders and Mr. Ansley have not formed a “group” for purposes of Section 13(d).  The parties have not “agree[d] to act together for the purpose of acquiring, holding, voting or disposing of equity securities of an issuer” within the meaning of Rule 13d-5(b)(1).  Rather, the Granting Shareholders have granted Mr. Ansley complete discretion to vote their shares as he sees fit and without any need for their consultation and without common action.

Item 1.  Security and Issuer

The class of equity securities to which this Schedule 13D relates is the Common Stock of the Issuer.  The address of the principal executive offices of the Issuer is 27680 Franklin Road, Southfield, Michigan 48034.
 
 
 
 

Item 2.  Identity and Background

(a), (b) and (c): This statement is being filed by Mr. Ansley, who is the Chief Executive Officer, President, and Chairman of the Board of Directors of the Issuer.  His business address is that of the Issuer’s stated above.

(d) and (e): During the last five years, the Reporting Person has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), nor has he been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violations with respect to such laws.

(f) The Reporting Person is a citizen of the United States of America.

Item 3.  Source and Amount of Funds or Other Consideration

Mr. Ansley’s beneficial ownership of Common Stock increased by 3,904,000 shares to a total of 15,076,600 shares as a result of the voting proxies granted to him by four other shareholders: Thomas D. Ansley, the father of the Reporting Person who currently owns 1,356,500 shares of Common Stock; Jason T. Curtis, the Chief Operating Officer of the Issuer who currently owns 900,000 shares of Common Stock; Steve Menker, the IT Director of the Issuer who currently owns 900,000 shares of Common Stock; and Mark Ansley, the brother of the Reporting Person and an employee of the Issuer who currently owns 747,500 shares of Common Stock.

The voting proxies were granted to Mr. Ansley so that he might vote the shares of these four individuals in his sole discretion.  The relationship between these four individuals and Mr. Ansley, including the terms under which such voting proxies may be rescinded or revoked, is governed by an agreement set forth as Exhibit 1 to this Schedule 13D.

Item 4.  Purpose of Transaction

The sole purpose of granting the voting proxies to Mr. Ansley was to give him voting control over the subject securities and enhance his existing voting control over the Issuer.

Item 5.  Interest in Securities of the Issuer

(a)
The Reporting Person beneficially owns the number of shares of Common Stock reflected in Column 1 of the table below next to his name.  Column 2 shows the percentage that such number of shares bears to 18,952,700, which is the total number of shares reflected as outstanding on the Issuer’s Quarterly Report on Form 10-Q for the period ended September 23, 2012.

 
Column 1
Number of Shares
Column 2
Percentage of Shares Outstanding
T. Michael Ansley
15,076,600
79.5%
 
 
 
 
 
(b)
The following table summarizes sole and share voting and dispositive power of the Reporting Person.

 
Sole Power to Vote or Direct the Vote
Shared Power to Vote or Direct the Vote
Sole Power to Dispose or Direct the Disposition of
Shared Power to Dispose or Direct the Disposition of
T. Michael Ansley
15,076,600
0
11,172,600
0

(c)
None.

(d)
None.

(e)
Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Under the terms of the agreement set forth as Exhibit 1 to this Schedule 13D, Mr. Ansley was granted a voting proxy by each of the four Granting Shareholders that enables him to vote their shares in his complete discretion and as he deems appropriate.  The voting relationship is governed by the terms of an agreement, which is to remain in effect for seven years or until the Issuer is dissolved and wound up, if this should occur sooner.  After seven years or dissolution, the agreement will be terminated.

Each voting proxy remains in effect until the agreement is terminated.  The agreement is terminated between a Granting Shareholder and Mr. Ansley if the Granting Shareholder’s relationship (whether as an employee or independent contractor) with the Issuer is terminated.  The agreement is also terminated with respect to any shares of Common Stock that a Granting Shareholder sells or transfers.  In either event, the agreement and the voting proxies between Mr. Ansley and the remaining Granting Shareholders and the Issuer’s shares maintained by them would remain in effect.

Item 7. Material to be Filed as Exhibits

Exhibit 1.
Voting Agreement, dated January 31, 2013, by and among T. Michael Ansley, Thomas D. Ansley, Jason T. Curtis, Steve Menker, and Mark Ansley.
 
 
 
 
 
Signature.  After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
     
       
 
By:
/s/ T. Michael Ansley February 8, 2013
    T. Michael Ansley  
       
       
 
 
 
 EX-1 2 ex1.htm EXHIBIT 1 ex1.htm
Exhibit 1
 
VOTING AGREEMENT


This VOTING AGREEMENT (the “Agreement”) is effective as of January 31, 2013 (the “Effective Date”), by and between T. Michael Ansley (“Michael”), Thomas D. Ansley (“Thomas”), Jason T. Curtis (“Jason”), Steve Menker (“Steve”), and Mark Ansley (“Mark”), all owners of common stock of Diversified Restaurant Holdings, Inc., a Nevada corporation (the “Company”).  Each of the above mentioned owners may sometimes hereinafter be referred to separately as a “Shareholder” or collectively as the “Shareholders”.  Additionally, Thomas, Jason, Steve, and Mark may sometimes hereinafter be referred to separately as a “Granting Shareholder” or collectively as the “Granting Shareholders”.

AGREEMENT

The Shareholders agree as follows:

1.           Stock Ownership. Michael is a Director, Chairman of the Board, President, and CEO of the Company and currently owns 11,122,600 shares of the Company’s common stock.  Thomas is the father of Michael and a founding partner of the Company and currently owns 1,356,500 shares of the Company’s common stock.  Jason is the Chief Operating Officer of the Company and currently owns 900,000 shares of the Company’s common stock.  Steve is the IT Director of the Company and currently owns 900,000 shares of the Company’s common stock.  Mark is the brother of Michael and a managing partner of the Company and currently owns 747,500 shares of the Company’s common stock.  Shares of the Company’s common stock are hereinafter referred to as “Shares”, and a schedule of Shareholder Share ownership is included as Exhibit 1 to this Agreement.

2.           Term and Termination.  This Agreement shall terminate as between all Shareholders on the seventh (7th) anniversary of the Effective Date or, should it occur sooner, upon the completion of the dissolution and winding up of the Company.  Additionally, this Agreement will automatically terminate as between Michael and a Granting Shareholder upon termination of such Granting Shareholder’s employment at, or independent contractor relationship with, the Company; provided, however, that such occurrence shall in no way affect the continuing existence and validity of this Agreement as between Michael and the other Granting Shareholders.  Finally, in the event that a Granting Shareholder (the “Transferring Shareholder”) transfers some or all of his Shares to a third party who is not a Shareholder, this Agreement shall cease to have any effect whatsoever, by means of a voting proxy or otherwise, upon the Shares so transferred, and the non-Shareholder third party to whom such shares are transferred will be in no way bound by the terms of this Agreement; provided, however, that such occurrence shall in no way affect the continuing existence and validity of this Agreement as between Michael and the other Granting Shareholders, and furthermore this Agreement shall continue in force as between Michael and the Transferring Shareholder with respect to any Shares not so transferred by the Transferring Shareholder.
 
3.           Voting.  It is the wish and intention of Michael and the Granting Shareholders to enter into the type of agreement described in Nev. Rev. Stat. § 78.365(3), as amended, in order to ensure that the voting rights of their respective Shares are exercised in an agreed upon and cohesive manner and pursuant to the provisions of a written agreement containing terms and conditions determined in advance based upon commonly shared voting objectives.  To accomplish these purposes, the Granting Shareholders believe that Michael should have complete discretion to vote their Shares as he deems appropriate.  Accordingly, in connection with entering into this Agreement, the Granting Shareholders each hereby agree to immediately execute and deliver to Michael a voting proxy in the form included as Exhibit 2 to this Agreement.  Each such voting proxy is coupled with an interest and shall be irrevocable as described in Nev. Rev. Stat. § 78.355(5), as amended, and shall remain in effect as between Michael and the Granting Shareholder until termination of this Agreement as between Michael and such Granting Shareholder as described above in Paragraph 2.
 
 
 
 

4.           Legend.

(a)            Each stock certificate representing Shares shall be stamped or otherwise imprinted with the following restrictive legend (the “Legend”):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A VOTING AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY.  A COPY OF SUCH VOTING AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.

(b)            During the term of this Agreement, the Company shall not remove, and shall not permit to be removed (upon re-issuance or otherwise), the Legend from any such certificate and shall place the Legend or cause the Legend to be placed on any certificate issued to represent Shareholder Shares theretofore represented by a certificate carrying the Legend.  The Legend shall be removed upon termination of this Agreement or upon the transfer of shares as described above in Paragraph 2.

5.           Injunctive Relief.  Immediate and irreparable injury would be suffered by the Shareholders if any Shareholder breaches the terms of this Agreement.  In addition to all of the remedies available at law or in equity, the non-breaching Shareholders will be entitled to a temporary restraining order and a permanent injunction to prevent a threatened breach (or remedy an actual breach) of any provision of this Agreement.  If any Shareholder should seek an injunction, the Shareholder against whom such injunction is sought waives any requirement that the Shareholder bringing such action offer proof of the economic value of any threatened breach of this Agreement or post a bond or any other form of security.  Any Shareholder against whom such action or proceeding is brought hereby waives the claim or defense therein that such party or such personal representative has an adequate remedy at law, and such Shareholder shall not offer in any such action or proceeding the claim or defense that such remedy at law exists.
 
 
 
 

6.           Amendment.  This Agreement may be amended only by the written consent of all Shareholders.  This Agreement applies to shares of the Company’s stock now owned or later acquired by each Shareholder, and is binding upon the parties, their legal representatives, heirs, successors, and assigns.

7.           Severability.  In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

8.           Successors.  This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, assigns, administrators, executors and other legal representatives.

9.           Waiver.  No waivers of any breach of this Agreement extended by any party hereto to any other party shall be construed as a waiver of any rights or remedies of any other party hereto or with respect to any subsequent breach.

10.           Governing Law; Jurisdiction.  This Agreement is being made under and shall be interpreted in the accordance with the laws of the State of Nevada, without regard to any conflict of laws principles.  In the event any lawsuit is filed to interpret or enforce any provision of this Agreement, the exclusive jurisdiction for the resolution of that dispute will be the State Circuit Court sitting in Oakland County, Michigan and each party to this Agreement hereby irrevocably consents to the jurisdiction and venue described in this paragraph.

11.           Attorney’s Fees.  If any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

12.           Consultation With Outside Counsel.  Each Shareholder agrees that he is freely entering into this Agreement after having had a reasonable opportunity to seek out and consult with outside legal counsel regarding the terms and legal consequences of entering into this Agreement.

13.           Counterparts. This Agreement may be executed in counterparts each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement and this Agreement may be executed by facsimile or scanned and electronically mailed signature.


[Signatures on following page.]
 
 
 
 
 
This VOTING AGREEMENT is hereby executed as of the date first above written.
 
    SHAREHOLDERS:  
       
       
    /s/ T. Michael Ansley  
   
T. Michael Ansley
  
       
 
    /s/ Thomas D. Ansley  
   
Thomas D. Ansley
  
       
 
    /s/ Jason T. Curtis  
   
Jason T. Curtis
  
       
 
    /s/ Steve Menker  
   
Steve Menker
  
       
 
    /s/ Mark Ansley  
   
Mark Ansley
  
       


(This signature page may be duplicated and signed in counterparts.)

 
 
 

EXHIBIT 1

SHAREHOLDERS AND SHARES


Shareholder
Number of Shares of Diversified Restaurant Holdings, Inc. Owned By Shareholder
T. Michael Ansley
11,122,600
Thomas D. Ansley
1,356,500
Jason T. Curtis
900,000
Steve Menker
900,000
Mark Ansley
747,500

 
 
 
 
EXHIBIT 2

PROXY


This Proxy is given to secure the performance of the duties of the undersigned Granting Shareholder pursuant to the Voting Agreement dated of even date herewith (“Voting Agreement”).

The undersigned Granting Shareholder, an owner of shares of common stock of Diversified Restaurant Holdings, Inc., a Nevada corporation (the “Company”), appoints T. Michael Ansley (“Michael”), who is also a shareholder of the Company, as agent and proxy of the undersigned, with full power of substitution, to vote all shares of the Company which the undersigned would be entitled to vote if personally present at any meeting of the Company, solely to the extent permitted in the Voting Agreement.

This Proxy will become effective as of the date hereof, and shall continue for the maximum period permitted by applicable law or until termination of the Voting Agreement as between the undersigned Granting Shareholder and Michael as described in Paragraphs 2 and 3 of the Voting Agreement.

This Proxy is being given simultaneously with the execution of the Voting Agreement.  In accordance with the provisions of Nev. Rev. Stat. § 78.355(5), as amended, this Proxy is irrevocable to the fullest extent permitted by law and is coupled with an interest.  This Proxy shall operate to revoke any prior proxy as to the Granting Shareholder’s Shares with respect to the subject matter of the Voting Agreement.

This Proxy shall be interpreted in accordance with the laws of the State of Nevada.
 
   
SHAREHOLDER:
  
       
       
Date:  January 31, 2013    /s/ Thomas D. Ansley  
   
Thomas D. Ansley
  
       
       

Number of shares of common stock: 1,356,500

 
 
 

EXHIBIT 2

PROXY


This Proxy is given to secure the performance of the duties of the undersigned Granting Shareholder pursuant to the Voting Agreement dated of even date herewith (“Voting Agreement”).

The undersigned Granting Shareholder, an owner of shares of common stock of Diversified Restaurant Holdings, Inc., a Nevada corporation (the “Company”), appoints T. Michael Ansley (“Michael”), who is also a shareholder of the Company, as agent and proxy of the undersigned, with full power of substitution, to vote all shares of the Company which the undersigned would be entitled to vote if personally present at any meeting of the Company, solely to the extent permitted in the Voting Agreement.

This Proxy will become effective as of the date hereof, and shall continue for the maximum period permitted by applicable law or until termination of the Voting Agreement as between the undersigned Granting Shareholder and Michael as described in Paragraphs 2 and 3 of the Voting Agreement.

This Proxy is being given simultaneously with the execution of the Voting Agreement.  In accordance with the provisions of Nev. Rev. Stat. § 78.355(5), as amended, this Proxy is irrevocable to the fullest extent permitted by law and is coupled with an interest.  This Proxy shall operate to revoke any prior proxy as to the Granting Shareholder’s Shares with respect to the subject matter of the Voting Agreement.

This Proxy shall be interpreted in accordance with the laws of the State of Nevada.
 
   
SHAREHOLDER:
  
       
       
Date:  January 31, 2013    /s/ Jason T. Curtis  
   
Jason T. Curtis
  
       
       

Number of shares of common stock: 900,000

 
 
 

EXHIBIT 2

PROXY


This Proxy is given to secure the performance of the duties of the undersigned Granting Shareholder pursuant to the Voting Agreement dated of even date herewith (“Voting Agreement”).

The undersigned Granting Shareholder, an owner of shares of common stock of Diversified Restaurant Holdings, Inc., a Nevada corporation (the “Company”), appoints T. Michael Ansley (“Michael”), who is also a shareholder of the Company, as agent and proxy of the undersigned, with full power of substitution, to vote all shares of the Company which the undersigned would be entitled to vote if personally present at any meeting of the Company, solely to the extent permitted in the Voting Agreement.

This Proxy will become effective as of the date hereof, and shall continue for the maximum period permitted by applicable law or until termination of the Voting Agreement as between the undersigned Granting Shareholder and Michael as described in Paragraphs 2 and 3 of the Voting Agreement.

This Proxy is being given simultaneously with the execution of the Voting Agreement.  In accordance with the provisions of Nev. Rev. Stat. § 78.355(5), as amended, this Proxy is irrevocable to the fullest extent permitted by law and is coupled with an interest.  This Proxy shall operate to revoke any prior proxy as to the Granting Shareholder’s Shares with respect to the subject matter of the Voting Agreement.

This Proxy shall be interpreted in accordance with the laws of the State of Nevada.
 
   
SHAREHOLDER:
  
       
       
Date:  January 31, 2013    /s/ Steve Menker  
   
Steve Menker
  
       
       

Number of shares of common stock: 900,000

 
 
 

EXHIBIT 2

PROXY


This Proxy is given to secure the performance of the duties of the undersigned Granting Shareholder pursuant to the Voting Agreement dated of even date herewith (“Voting Agreement”).

The undersigned Granting Shareholder, an owner of shares of common stock of Diversified Restaurant Holdings, Inc., a Nevada corporation (the “Company”), appoints T. Michael Ansley (“Michael”), who is also a shareholder of the Company, as agent and proxy of the undersigned, with full power of substitution, to vote all shares of the Company which the undersigned would be entitled to vote if personally present at any meeting of the Company, solely to the extent permitted in the Voting Agreement.

This Proxy will become effective as of the date hereof, and shall continue for the maximum period permitted by applicable law or until termination of the Voting Agreement as between the undersigned Granting Shareholder and Michael as described in Paragraphs 2 and 3 of the Voting Agreement.

This Proxy is being given simultaneously with the execution of the Voting Agreement.  In accordance with the provisions of Nev. Rev. Stat. § 78.355(5), as amended, this Proxy is irrevocable to the fullest extent permitted by law and is coupled with an interest.  This Proxy shall operate to revoke any prior proxy as to the Granting Shareholder’s Shares with respect to the subject matter of the Voting Agreement.

This Proxy shall be interpreted in accordance with the laws of the State of Nevada.
 
   
SHAREHOLDER:
  
       
       
Date:  January 31, 2013    /s/ Mark Ansley  
   
Mark Ansley
  
       
       

Number of shares of common stock: 747,500