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Chancery Court of Delaware. FURLONG FUND, LLC, Plaintiff, v. SOLITRON DEVICES, INC., Defendant. No. 8212-VCL. February 11, 2013. Plaintiff's Opening Pre-Trial Brief Mark Andersen, P.A., 1201 N. Orange Street, 3rd Floor, Wilmington, Delaware 19801, Tel: 302-559-2119, Attorney for Plaintiff Furlong Fund, LLC. TABLE OF CONTENTS PRELIMINARY STATEMENT ... 1 STATEMENT OF UNDISPUTED FACTS AND PROCEDURAL HISTORY ... 3 ARGUMENT ... 5 I. THE COURT SHOULD ORDER AN ANNUAL MEETING ... 5 A. Plaintiff Has Established a Prima Facie Case Under Section 211 ... 5 B. This Court Has Discretion in Setting the Meeting Date, Location and Conditions ... 6 II. THE COURT SHOULD NOT DELAY THE ANNUAL MEETING FURTHER ... 6 A. The Statutory Mandate of Section 211 ... 6 B. There Is No Conflict Between Section 211 and Federal Law ... 8 III. THE COURT SHOULD AWARD PLAINTIFF ATTORNEYS' FEES ... 10 CONCLUSION ... 13 TABLE OF AUTHORITIES Cases Baron v. Allied Artists Picture Corp., 395 A.2d 375 (Del. Ch. 1978), aff'd, 413 A.2d 876 (Del. 1980). 12 Byrne v. Lord, 1995 WL 684868 (Del. Ch. Nov. 9, 1995) ... 5

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Cal-Maine Foods, Inc. v. Pyles, 858 A.2d 927 (Del. 2004) ... 10 Coaxial Commc'ns, Inc. v. CNA Fin. Corp., 367 A.2d 994 (Del. 1976) ... 7 Esopus Creek, LP v. Haul, 913 A.2d 593 (Del. Ch. 2006) ... 8, 9, 10 Giurich v. Emtrol Corp., 449 A.2d 232 (Del. 1982) ... 7 Goodrich v. E.F. Huttton Group, Inc., 681 A.2d 1039 (Del. 1996) ... 10 Hoschett v. TS Int'l Software, Ltd., 683 A.2d 43 (Del. Ch. 1996) ... 6, 7 Mainero v. Microbyx, 1998 WL 294001 (Del. Ch. May 8, 1998) ... 11 McKesson Corp. v. Derdiger, 793 A.2d 385 (Del. Ch. 2002) ... 6 Mencher v. Sachs, 164 A.2d 320 (Del. 1960) ... 11 MFC Bancorp, Ltd. v. Equidyne Corp., 844 A.2d 1015 (Del. Ch. 2003) ... 6 Newcastle Partners, L.P. v. Vesta Insurance Group, Inc., 887 A.2d 975 (Del. Ch. 2005) ... 8, 9, 10 Rich v. Fuqi Int'l, Inc., 2012 WL 5392162 (Del. Ch. Nov. 5, 2012) ... 8, 9, 10 Saxon Indus., Inc. v. NKFW Partners, 488 A.2d 1298 (Del. 1984) ... 5, 7 Shay v. Morlan Int'l, Inc., 1983 WL 21108 (Del. Ch. July 29, 1983) ... 6 Speiser v. Baker, 525 A.2d 1001, 1005-06 (Del. Ch. 1987) ... 7 Tandycrafts Inc. v. Initio Partners, 562 A.2d 1162 (Del. 1989) ... 10 Tweedy, Browne & Knapp v. Cambridge Fund, Inc., 318 A.2d 635 (Del. Ch. 1974) ... 5, 6 Walsh v. Search Exploration, Inc, 1990 WL 126664 (Del. Ch. Aug. 31, 1990) ... 6 Wm. J. Wrigley S'Holders Litig., 2009 WL 154380 (Del. Ch.) ... 11 Statutes 8 Del. C. 211(b) ... 6, 7, 8

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8 Del. C. 211 (c) ... 5, 6, 7 8 Del. C. 225 ... 12 8 Del. C. 271 ... 9 Securities Exchange Act of 1934 - Section 14(c) ... 8 Treatises J. Travis Laster & Michelle D. Morris, How to Avoid a Collision Between the Delaware Annual meeting Requirement and the Federal Proxy Rules, 10 Del. L. Rev. 213 (2008) ... 1 Regulations 17 CFR 200.30-1(e)(18) ... 2, 10 17 CFR 240.14a-3 ... 1, 2, 9 17 CFR 240.14a-8 ... 3, 4 17 CFR 240.14c-3 ... 1, 2, 10 PRELIMINARY STATEMENT To obtain relief under 8 Del. C. 211, Plaintiff need only establish two elements: (1) that he is a stockholder of Solitron Devices, Inc. (Solitron or the Company); and (2) that Solitron has not held an annual meeting in at least 13 months. Plaintiff has established these elements, and Solitron does not and cannot argue otherwise. Accordingly, there is only one legitimate issue for this Court to decide: when to hold the annual meeting. Solitron's core argument is that it finds itself between the proverbial rock and a hard place. Under Securities and Exchange Commission (SEC) regulations, the Company allegedly cannot hold an annual meeting without publishing audited financial statements in advance of the meeting which will not be ready until May 2013. This excuse fails for two reasons: (1) this Court has repeatedly held that no conflict exists between a corporation's obligations under Delaware state law and those under federal law; and (2) Solitron's purported dilemma is a situation purely of its own making, from which Solitron can extricate itself. A recent law review article has suggested that the Court of Chancery could exercise its discretion to swerve in deference to the securities laws and formulate orders to schedule annual meetings taking into account the need to comply with 17 CFR 240.14a-3 and 17 CFR 240.14c-3, resulting in a meeting being ordered only after audited financial statements were completed. J. Travis Laster & Michelle D. Morris, How to Avoid a Collision Between the

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Delaware Annual meeting Requirement and the Federal Proxy Rules, 10 Del. L. Rev. 213, 254 (2008). But the article ultimately concluded that: But this solution is unlikely to be palatable to the Delaware courts. The judicial language in the Delaware opinions and in favor of the annual meeting requirement is quite strong. Depriving the stockholders of an annual chance to vote is inequitable, unusual, and such as reasonable men would not likely intend. The shareholder's right to an annual meeting is virtually absolute. If Delaware ceded or weakened its annual meeting requirement, corporations might be able to legally deprive stockholders of the vote -- and keep directors in office -- for years by dickering with the auditors and the SEC over financial statements. Given the importance of the annual meeting to the Delaware legal framework, and as a matter of public policy, it seems unlikely that Delaware will reinterpret the statute or abandon the field. Id. (citations omitted). Shortly after the law review article was written, the SEC adopted Rule 200.30-l(e)(18) in an effort to avoid the ostensible collision in a way that gave effect to the legitimate goals of both state and federal law. The Rule permits the Director of the Division of Corporation Finance to exempt an issuer from the demands of Rules 14a-3(b) and 14c-3(a), where the corporation demonstrates that it: (i) Is required to hold a meeting of security holders as a result of an action taken by one or more of the applicant's security holders pursuant to state law; (ii) Is unable to comply with the requirements of Rule 14a-3(b) or Rule 14c-3(a) ...; (iii) Has made a good faith effort to furnish the audited financial statements before holding the security holder meeting; (iv) Has made a determination that it has disclosed to security holders all available material information necessary for the security holders to make an informed voting decision in accordance with Regulation 14A or Regulation 14C (240.14a-1 -- 240.14b-2 or 240.14c-1 -240.14c-101 of this chapter); and Absent a grant of exemptive relief, it would be forced to violate either state law or the rules and regulations administered by the Commission. Because Solitron can seek an exemption under 17 CFR 200.30-1(e)(18), Plaintiff respectfully submits that the Court should compel an annual meeting of Solitron shareholders to be held on or before April 15, 2013. STATEMENT OF UNDISPUTED FACTS AND PROCEDURAL HISTORY Solitron is a Delaware corporation with its principal executive offices located in West Palm Beach, Florida. Solitron is purportedly a designer and manufacturer of high performance, high density, power components and circuitry. Solitron's electronic SEC filings go back to 1995 and there are no preliminary or definitive proxy materials on file, such materials re-

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quired to be filed prior to distribution to shareholders in relation to an annual meeting. It is not clear when Solitron had its last annual meeting. There has been no action by written consent to elect directors. On January 13, 2013, Plaintiff, a shareholder of Solitron, filed his Complaint under Section 211 to compel an annual meeting of stockholders of Solitron. On January 14, 2013, the Plaintiff submitted a 17 CFR 240.14a-8 proposal requesting to expand the size of the board of directors. The proposal is attached as Exhibit A to this Brief. On January 19, 2013, attorney for the Plaintiff, Eric M. Andersen met and conferred with the Company's attorney, Blake Rohrbacher of Richards, Layton Finger, P.A. in regards to the appropriate date for the annual meeting. No agreement could be reached. On January 22, 2013, pursuant to the Company's by-laws, Plaintiff submitted a Shareholder Notice expanding the size of the board and nominating candidates for election at the next annual meeting. The Shareholder Notice is attached as Exhibit B to this Brief. On January 23, 2013, the Complaint was served on the Company's registered agent. On January 24, 2013, attorneys for the parties met and conferred again in regards to the appropriate date for the annual meeting. No agreement could be reached. On January 30, 2013, Plaintiff filed a motion for expedited proceedings. On February 5, 2013, the Plaintiff submitted an amended Rule 14a-8 proposal and an Amended Stockholder Notice providing notice that Plaintiff intends to (1) nominate two directors; (2) implement a majority voting standard for uncontested direct elections; (3) present nonbinding resolution to redeem its poison pill; (4) amend the by-laws to require a shareholder vote before adopting or amending a rights plan; (5) repeal all by-laws enacted since January 14, 2013 which were not filed with the SEC and are inconsistent with any of the proposal approved by the shareholders at the next annual meeting; (6) amend the bylaws to grant shareholder access to the Company's proxy ballot for future elections; (7) amend the bylaws, providing Solitron shareholders the option to fill newly created board seats between annual meetings by vote of the shareholders as opposed to appointment by the board and clarifying the right of shareholders at an annual meeting to elect directors to newly created board seats where those seats are up for election; (8) expand the size of the board from three (3) to six (6) board members; and (9) if the board is expanded to six (6) or the number of seats otherwise increased, to nominate an additional three (3) directors The amended Rule 14a-8 proposal and an Amended Stockholder Notice is attached as Exhibit C and Exhibit D to this Brief. On February 5, 2013, the Court entered a scheduling order holding a final hearing on the merits on an agreed set of facts on March 15, 2013 at 1:00 P.M. Solitron claims that because its fiscal year ends on February 28, 2013, it should not be forced to hold an annual meeting until its audited financial statements are ready sometime in May 2013. Most im-

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portantly, Solitron has not given notice and set the record date for the supposed annual meeting that will take place in June 2013. ARGUMENT I. THE COURT SHOULD ORDER AN ANNUAL MEETING A. Plaintiff Has Established a Prima Facie Case Under Section 211 Section 211(c) provides relief to a stockholder who makes a prima facie showing that a meeting to elect directors has not been held for more than 13 months or has not been held within 30 days of the date originally designated for the annual meeting. Saxon Indus., Inc. v. NKFW Partners, 488 A.2d 1298, 1301 (Del. 1984); Tweedy, Browne & Knapp v. Cambridge Fund, Inc., 318 A.2d 635, 636 (Del. Ch. 1974). Once the stockholder has made such a prima facie showing, this Court is empowered under Section 211 to summarily order a meeting of stockholders. 8 Del. C. 211(c). Indeed, the Delaware Supreme Court has held that a stockholder's right to have a meeting convened to elect directors is virtually absolute. Saxon Indus., 488 A.2d at 1301. Plaintiff is a stockholder of the Company, and an annual meeting of stockholders of the Company has not been convened for over eighteen (18) years. As such, Plaintiff has established a prima facie case under Section 211 and absent an affirmative defense, Plaintiff is entitled to relief as a matter of law. Byrne v. Lord, 1995 WL 684868, at *9 (Del. Ch. Nov. 9, 1995) (finding that Tweedy, Browne and other Delaware case law establish the clear rule that absent an affirmative defense, the Court has a duty to make sure that the meeting and election take place as promptly as possible. Solitron has not asserted an affirmative defense that precludes the Court from granting Plaintiff the relief requested. Defendant states that because its audited restated financial statements are not yet complete, it is precluded by the federal securities laws from holding an annual meeting. It is well settled [, however,] that a company's failure to provide audited financial statements is not an affirmative defense and does not justify delaying the company's annual meeting...' Id. B. This Court Has Discretion in Setting the Meeting Date, Location and Conditions Once a stockholder has established a prima facie case under Section 211, the Court retains a measure of discretion in fixing the time, place, and conditions for the annual meeting. 8 Del. C. 211(c) (The Court of Chancery may issue such orders [compelling an annual meeting] as may be appropriate, including, without limitation, orders designating the time and place of such meeting, the record date or dates for determination of stockholders entitled to notice of the meeting and to vote thereat, and the form of notice of such meeting.); see also McKesson Corp. v. Derdiger, 793 A.2d 385, 392 n.21 (Del. Ch. 2002) (The discretionary nature of 211 with regard to whether, and when, to cause a corporation to hold an annual meeting is clear from its language ....); Shay v. Morlan Int'l, Inc., 1983 WL 21108, at *2 (Del. Ch. July 29, 1983) ([C]ontrol of the time frame and conditions for the meeting lie within the discretion of this Court.).

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The parties have agreed that the Court can either order the meeting to be held in April 2013 or June 2013 depending on the ruling of the Court regarding whether the lack of audited financial statements may cause the court to exercise its discretion to delay the meeting further. II. THE COURT SHOULD NOT DELAY THE ANNUAL MEETING FURTHER A. The Statutory Mandate of Section 211 The policy and central purpose behind Section 211 is that corporations should hold annual meetings MFC Bancorp, Ltd. v. Equidyne Corp., 844 A.2d 1015, 1021 (Del. Ch. 2003) (emphasis in original). See also 8 Del. C. 211(b); Tweedy, Browne, 318 A.2d at 636. Stockholders, the owners of the corporation, are assured an annual opportunity for shareholders to review and pass upon director performance. Walsh v. Search Exploration, Inc, 1990 WL 126664, at *2 (Del. Ch. Aug. 31, 1990); see also Hoschett v. TS Int'l Software, Ltd., 683 A.2d 43, , 44-45 (Del. Ch. 1996) (noting the critical importance of shareholder voting both to the theory and to the reality of corporate governance and stating that [t]he annual election of directors is a structured occasion that necessarily focuses attention on corporate performance.). As a result, the statute provides relief to a stockholder who shows that a meeting for the election of directors has not been held for more than 13 months. 8 Del. C. 211(b); Coaxial Commc'ns, Inc. v. CNA Fin. Corp., 367 A.2d 994, 998 (Del. 1976). The obligation to hold an annual meeting at which directors are to be elected, either for one year or for staggered terms, as the charter may provide, is one of the very few mandatory features of Delaware corporation law. Delaware courts have long recognized the central role of annual meetings in the scheme of corporate governance .... The critical importance of shareholder voting both to the theory and to the reality of corporate governance ... may be thought to justify the mandatory nature of the obligation to call and hold an annual meeting. The annual election of directors is a structured occasion that necessarily focuses attention on corporate performance. Knowing that such an occasion is necessarily to be faced annually may itself have a marginally beneficial effect on managerial attention and performance. Certainly, the annual meeting may in some instances be a bother to management, or even, though rarely, a strain, but in all events it provides a certain discipline and an occasion for interaction and participation of a kind. Whether it is welcome or resented by management, however, is in the end, irrelevant under Section 211(b) and (c) of the DGCL and similar statutes in other jurisdictions. Hoschett, 683 A.2d at 44-45 (internal citations omitted, emphasis and paragraph breaks added). The statute does not distinguish between large and small stockholders, nor between those in accord with and those in opposition to existing management. Each has the right to invoke judicial aid to compel compliance with 211. Coaxial Commc'ns, 367 A.2d at 998. Moreover, [g]iven the importance of an annual meeting of stockholders in the administration of corporate affairs, prompt relief is essential under 211. Id. The Delaware Supreme Court has further observed that Section 211(c) provides evidence of the importance placed upon shareholder suffrage. Giurich v. Emtrol Corp., 449 A.2d 232, 239 (Del.

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1982). As a result, once the basic statutory requirements are met, the right to compel an annual meeting is virtually absolute. Saxon, 488 A.2d at 1301. See also Speiser v. Baker, 525 A.2d 1001, 1005-06 (Del. Ch. 1987) (quoting Coaxial, 367 A.2d 994 and stating In the light of the compulsory nature of the requirement for an annual meeting, see 8 Del. C. 211(b) it would require a powerful equity for this court to fail to act when a shareholder satisfies the statutory elements of a claim under Section 211(c).). B. There Is No Conflict Between Section 211 and Federal Law Solitron has indicated that it should be permitted to delay the annual meeting because there is a purported federal-state conflict between Section 211 and the requirements of federal law, e.g., SEC regulations. This Court conclusively rejected that identical argument in Newcastle Partners, L.P. v. Vesta Insurance Group, Inc., 887 A.2d 975 (Del. Ch. 2005), Esopus Creek, LP v. Haul, 913 A.2d 593 (Del. Ch. 2006) and Rich v. Fuqi Int'l, Inc., 2012 WL 5392162 (Del. Ch. Nov. 5, 2012). In Newcastle Partners, the Court considered whether there was any substantial conflict between its power under Section 211 to order a Delaware corporation to convene an annual meeting for the purpose of electing directors and federal regulations that, in normal circumstances, prohibit registered companies from convening such a meeting without first disseminating both an annual report containing audited financial statements and either a proxy statement or an information statement. After exploring the history of Section 14(c) of the Securities Exchange Act of 1934, the Court concluded that the right of stockholders to meet for the purpose of choosing directors should not be suspended merely because a corporation is unable to file current financial reports or to comply with federal proxy regulations. The Court in Newcastle Partners specifically held: This history suggests that the purpose of Section 14(c) and the rules promulgated thereunder is to prevent registrants from avoiding their disclosure obligations by the simple expedient of declining to solicit proxies in connection with any meeting of stockholders. This is consistent with Congress's original purpose in including proxy regulation in the 1934 Act that management of properties owned by the investing public should not be permitted to perpetuate themselves by the misuse of corporate proxies. Nothing in either that statute or regulation suggests any purpose to interfere with the power of state courts to require that stockholder meetings be held in accordance with the requirements of state corporation law in situations where the registrant corporation is delinquent in its SEC filing obligations and, thus, is unable to comply with the literal terms of the SEC proxy rules. Indeed, the fact that neither party in this case can point the court to authority that has raised the potential conflict between Section 211 or similar provisions under other state corporation statutes and Section 14(c), or the rules thereunder, in some 40 years of coexistence is strong evidence that the two provisions do not actually conflict. Rather, they both serve the same purpose of helping to safeguard the shareholders' foundational voting rights.35 Newcastle Partners, 887 A.2d at 981 (emphasis added). In Esopus Creek, the corporation had been unable to file an annual report for several years, and because of the corporation's delinquent filing status it was prohibited by federal regula-

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tion from calling a meeting of stockholders for the purpose of voting on a proposed sale of substantially all assets that required the affirmative vote of a majority of the common stockholders under 8 Del. C. 271. To circumvent this apparent dead end, the board of directors adopted a plan to file a bankruptcy petition once the asset sale agreement was signed, and thereafter seek approval of the sale from the bankruptcy court, without a meeting and without a vote by the common stockholders. The plaintiff, a shareholder of the corporation, brought an action to enjoin the asset sale absent a 271 vote. The Court agreed and conditioned the asset sale upon the approval of the corporation's common stockholders under 271, holding: [T]he question presented is whether a corporation's delinquency in its federal periodic reporting obligations should necessarily deprive that corporation's common stockholders of the power to authorize a sale of substantially all of the corporation's assets. This question was, the court believes, effectively answered in Newcastle Partners. For many of the same reasons discussed in that opinion, it is unlikely that the federal securities regulations would be interpreted or administered by the SEC as to prevent this court from requiring that the proposal to sell substantially all the assets of the corporation be put to a stockholder vote in accordance with Delaware law. Indeed, such an outcome would cut directly against the policy of a strong stockholder franchise that underlies the SEC's rules on the distribution of proxy and information statements. Esopus Creek, 913 A.2d at 596-597 (internal citations omitted and emphasis added). The Delaware corporation Fuqi Int'l, Inc. contended that Newcastle Partners should not control the outcome because after that decision, the SEC promulgated a new rule providing for exemption requests from Rules 14a-3-and 14c-3 when companies are unable to comply with both federal proxy rules and state corporate law. The court rejected that argument -- and required Fuqi to hold its annual meeting despite its alleged inability to satisfy SEC requirements. Rule 200.30-1(e)(18) actually harmonized Delaware and federal law by outlining criteria under which a company may seek an exemption from federal reporting requirements, thereby reducing the likelihood of any outright conflict between the annual meeting requirement and the proxy rules. Id. at *4. The SEC rules requiring audited financial statements complement the purpose of the Delaware statute that allows stockholders to exercise their voting franchise, and added that: ... a stockholder's right to a meeting is especially strong when financial management is so questionable as to delay the provision of audited financial statements for three full years. Id. Accordingly, the courts in Newcastle Partners, Esopus Creek and Fuqi, unambiguously held that Solitron's perceived federal-state conflict is non-existent. III. THE COURT SHOULD AWARD PLAINTIFF ATTORNEYS' FEES Plaintiff is entitled to an award of attorneys' fees under the corporate benefit doctrine. Cal-Maine Foods, Inc. v. Pyles, 858 A.2d 927, 928-29 (Del. 2004). Although many corporate benefit cases arise in the stockholder class action or derivative suit contexts, there is no class action or derivative suit prerequisite to the invocation of the doctrine. Goodrich v. E.F. Huttton Group, Inc., 681 A.2d 1039, 1044 n. 5 (Del. 1996). Fees may be awarded to an individual stockholder whose litigation efforts confer a benefit upon the corporation or its stockholders, notwithstanding the absence of a class or derivative component of the suit. Tandycrafts Inc. v. Initio Partners, 562 A.2d 1162, 1166 (Del. 1989).

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Plaintiff's complaint asserted a successful claim that Solitron violated its statutory obligation to hold an annual meeting for the election of directors. No matter if the Court sets the annual meeting in April or June, there can be no dispute that this Action was successful. As a direct result of this action, Solitron will hold an annual meeting of stockholders for the election of directors. Although the holding of the annual meeting did not result in a monetary benefit, that fact is not dispositive. Indeed, this Court regularly awards attorneys' fees and expenses when stockholder action creates therapeutic benefits. See Wm. J. Wrigley S'Holders Litig., 2009 WL 154380 (Del. Ch.). Compelling an annual meeting constitutes a well-established corporate benefit. Courts routinely award fees incurred in litigation concerning an annual stockholders' meeting. Mencher v. Sachs, 164 A.2d 320 (Del. 1960) (summary election proceeding under the former 8 Del. C. 224). The action to compel the stockholder meeting was later heard together with a separate action that challenged the issuance of new shares of the corporation. Mencher, 164 A.2d at 322. Although the Supreme Court did not decide the question of whether attorneys' fees should be allowed in litigation where the benefit caused by plaintiff was solely an order to hold an election, the Court upheld the Court of Chancery's order allocating $10,000 in attorneys' fees to plaintiffs for the work plaintiffs' counsel performed in the action compelling the defendant corporation to hold the stockholder meeting. Id. In Mainero v. Microbyx, 1998 WL 294001 (Del. Ch. May 8, 1998), the Court awarded fees in an action to compel defendant Microbyx Corporation to hold a shareholder meeting. In that action, the plaintiffs challenged the decision of Microbyx's president and chief executive officer to hold a scheduled meeting of Microbyx's stockholders in the morning before the meeting site ... opened and before the opposing faction's shareholders had reason to appear at the meeting site. Id. at *2. The CEO remained in her position after her early-morning power play. Id. at *6. The Court nullified the results of that meeting and ordered a new meeting to be presided over by a Court-appointed master. Id. That meeting resulted in the CEO being ousted from her position and an opposing faction being elected to the Microbyx board. Id. The Court held that an award of attorneys' fees was warranted, as this Court cannot condone behavior which not only disenfranchises Microbyx shareholders, but usurps the judiciary's function of adjudicating disputed contentions over governance. Id. In Baron v. Allied Artists Picture Corp., 395 A.2d 375 (Del. Ch. 1978), aff'd, 413 A.2d 876 (Del. 1980), the Court awarded fees for losing on the merits of his complaint seeking to challenge the results of an election under 8 Del. C. 225 (while Section 225 action was on appeal to the Delaware Supreme Court the company was acquired by merger thus mooting Section 225 claim). Because the courts routinely award attorneys' fees for the corporate benefit of resolving disputes concerning annual meetings, Plaintiff will submit a post-trial application for fees once all of the hours and costs in working on this matter are aggregated. CONCLUSION

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For all of the foregoing reasons, Plaintiff respectfully submits that this Court compel an annual meeting of Solitron shareholders to be held on or before April 15, 2013 and that Plaintiff is entitled to an award of attorneys' fees. MARK ANDERSEN, P.A. /s/Eric M. Andersen Eric M. Andersen (No. 4376) 1201 N. Orange Street, 3rd Floor Wilmington, DE 19801 Tel: 302-559-2119 Attorney for Plaintiff Furlong Fund, LLC DATED: February 11, 2013 END OF DOCUMENT

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