On November 1, 2012, Genesis Group Holdings, Inc. entered into a letter agreement with one of its directors, Gideon Taylor, whereby Mr. Taylor resigns from the board of directors of the company, effective as of the date that the company has prepared a draft registration statement on Form S-1 and that the company's chief executive officer delivers to Mr. Gideon a certificate that the company intends to fill the vacancy with an independent director. On November 6, 2012, the company entered into a letter agreement with one of its directors, Billy Caudill, whereby Mr. Caudill resigns from the board of directors of the company, effective as of the date that the company has prepared a draft registration statement on Form S-1 and that the company's chief executive officer delivers to Mr. Caudill a certificate that the company intends to fill the vacancy with an independent director.