CATALYST EQUITY RESEARCH REPORT Weekly Research Highlighting Activist Investments

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1 Weekly Research Highlighting Activist Investments Subscribe to receive this FREE Report ed weekly.

2 HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending October 1, 2010 SYMBOL COMPANY INVESTOR ADPT.PK ADPT Corp GAMCO Investors APFC American Pacific Corp Aegis Financial Corp ATRC AtriCure, Inc. Discovery Equity Partners AXR AMREP Corp. Nick Karabots BIOC BioClinica, Inc. Nicusa Capital BLU Blue Chip Value Fund Inc Bulldog Investors BXC BlueLinx Holdings Inc. Stadium Capital CCUR Concurrent Computer Corp Skellig Capital Management CYPB Cypress Bioscience Ramius Group DVD Dover Motorsports Marathon Capital ELMG EMS Technologies MMI Investors FSBI Fidelity Bancorp Inc. Financial Edge Fund HOLL Hollywood Media Corp Baker Street Capital NTSC National Technical Systems Sandler Capital Management OCNW Occam Networks Inc. Ilex Partners PFIN P&F Industries Timothy Stabosz SWHI.PK Sonomawest Holdings Leeward Capital VTG Vantage Drilling Jasper Investments HEDGE FUND SOLUTIONS (HFS) provides investment research, strategy and stakeholder communications consulting to companies and investors interested in, or involved with, shareholder activist campaigns. Since 2001 HFS has become the trusted advisor to numerous institutional investors, CEOs and board members worldwide. HFS also administers The Official Activist Investing Blog, the definitive source for activist shareholder information. Catalyst Investment Research is a portfolio of activist investing research products that combine company-specific shareholder activism research with deep value investment analysis and access to industry insiders. HEDGE FUND SOLUTIONS PORTFOLIO OF ACTIVIST INVESTING RESEARCH INCLUDES: Daily Alerts Weekly Summary of Activist Investments Quarterly Buying Analysis of Top 50 Activist Investors Company-Specific Shareholder Activism Analysis (combining shareholder activism & deep value company analysis) Special Reports on Activist Investing 400+ Page Shareholder Activism Report & Regularly Updated Shareholder Activism Resource Portal To Learn More: Download a brochure Page 2 of 14

3 ADPT Corp. (ADPT.PK) Activist Investor: GAMCO Investors Shares 6,775,500 % Outstanding 5.63% Cost Basis 2.95 Share Price M 356M Enterprise Value -33M 390M -17M 52 wk. range EV/ N/A On October 1 GAMCO disclosed a 5.63% active ownership position in ADPT. We ve covered ADPT in numerous Catalyst Research Reports (most recently on June 18, 2010) highlighting Steel Partner s steady increase in ownership in ADPT (formerly named Adaptec) since Steel obtained three board seats in 2007 through a settlement agreement with the Company following a proxy contest. In 2008 ADPT added one additional member to the Board (recommended by Steel). On October Steel delivered written consents by stockholders owning more than 50% of the Company s outstanding shares consenting to the removal of two Board members and the reduction in the size of the Board from nine to seven members. Steel Partners now effectively controls the Board of Directors with four of the six current board members having been nominated or recommended by them. Steel Partners has continued to increase their ownership in ADPT since gaining control of the board. They currently own 24.2%. On June ADPT announced the completion of the sale of a business unit for approximately $34M in cash. ADPT currently has $390 million in net cash, equivalent to $3.24/share American Pacific Corp (APFC) Activist Investor: Aegis Financial Corp Shares 715,602 % Outstanding 9.5% Cost Basis 9.22 Share Price M 34M Enterprise Value 107M -70M 14M 52 wk. range EV/ 7.7 On September 30 Aegis Financial disclosed a 9.5% active ownership position in APFC and announced they may be in contact with the board and/or management regarding alternatives the Company can employ to increase shareholder value. Aegis also reserved the right to act in concert with other shareholders. On September 14 APFC adopted corporate governance changes, including (i) recommend that shareholders at the next annual meeting amend the Certificate of Incorporation to adopt a simple majority vote to elect directors (rather than the current 80% requirement), (ii) amend the by-laws to move the advance notice requirements for shareholder proposals and nominations for the board 30 days closer to the date of the annual meeting, and (iii) suspend the poison pill. AtriCure, Inc. (ATRC) Activist Investor: Discovery Equity Partners Shares 1,460,708 % Outstanding 9.4% Cost Basis 6.73 Share Price M 124M Enterprise Value 115M 8M -3M 52 wk. range EV/ Negative Discovery has increased their ownership in ATRC from 5.7% to 9.4% over the past few weeks. We previously covered ATRC in our September 10 Catalyst Research Report, highlighting Discovery s September 9 th 5.7% active ownership stake (at an average cost of $5.89/sh). Page 3 of 14

4 AMREP Corp. (AXR) Activist Investor: Nick Karabots Shares 3,574,106 % Outstanding 59.9% Cost Basis Not Avail Share Price M 76M Enterprise Value 78M -2M 6M 52 wk. range EV/ 12.6 On September 29 Nick Karabots (AXR s Vice Chairman) formally withdrew his proposal to acquire the Company for $ We previously covered AXR in our September 24 Catalyst Research Report, highlighting Robert Robotti s (8.2% shareholder at an avg. cost of $24.35) letter to the Chairman of AXR stating that they oppose the $12/share bid by the company s vice-chairman and 60% shareholder. Robotti says the bid is ill-timed given the downturn in the real estate and magazine fulfillment industries. Furthermore, Robotti stated that the $1.5 million breakup fee was unnecessary since the need to perform due diligence by the company s vice-chairman and largest shareholder is de minimis. BioClinica, Inc. (BIOC) Activist Investor: Nicusa Capital Partners Shares 854,119 % Outstanding 5.63% Cost Basis Not Avail Share Price M 54M Enterprise Value 42M 12M 8M 52 wk. range EV/ 4.9 On September 28 Nicusa Capital sent a letter to the Chairman of BIOC stating their continued belief that the Company s core imaging business has the potential to create shareholder value and is worth substantially more that the current stock price. Nicusa says the Company s acquisition strategy is flawed and is destroying value. Furthermore, Nicusa says management has failed to demonstrate that there are any synergies between the two businesses. Lastly, Nicusa demanded that the Company s chairman resign from the board, and that both the CEO and CFO also resign from their positions. We previously covered BIOC in our June 18 Catalyst Research Report, highlighting Nicusa s June 14 letter to the Chairman of BIOC stating that the dialogue between the two parties has not been terribly informative. In the letter Nicusa suggested BIOC enact the following changes: Change senior management s compensation to account for capital deployed in the business, including all capital spending and acquisitions, in determining annual incentive compensation. Provide greater transparency on the financial impact of the EDC strategy, particularly as it relates to the acquisitions made to enter this business. Provide detailed financial disclosure on all future acquisitions. Blue Chip Value Fund Inc. (BLU) Activist Investor: Bulldog Investors Shares 3,195,646 % Outstanding 11.23% Cost Basis Not Avail Share Price M 93M Enterprise Value 105M N/A N/A 52 wk. range EV/ N/A Bulldog continues to increase their ownership in BLU. They now own 11.23%. We previously covered BLU (a closed end fund) in our September 3 and August 27 Catalyst Research Reports, highlighting Bulldog s statement that the board should replace Denver Investment Advisors as its current investment advisor and enter into a new advisory agreement with Brooklyn Capital Management, a registered investment advisor affiliated with Bulldog. As of September 3 BLU was trading at a -8.86% discount to its Net Asset Value. Page 4 of 14

5 BlueLinx Holdings Inc. (BXC) Activist Investor: Stadium Capital Shares 1,635,949 % Outstanding 5.0% Cost Basis 4.45 Share Price B 130M Enterprise Value 559M -428M -9M 52 wk. range EV/ Negative On September 28 Stadium Capital sent a letter to the Special Committee of the board of BXC explaining why they believe a new offer (Sept. 23) from Cerberus to purchase the Company for $4.00/share is still far below the Company s intrinsic value. We previously covered BXC in our August 13 Catlayst research Report, highlighting Stadium Capital s complaint in the Delaware Chancery Court alleging that Cerberus (55.3% shareholder) original $3.40/share offer to acquire the remaining outstanding shares of BXC violates the fiduciary duties owed by the board. In the lawsuit, Stadium calculates BXC s share value after a real estate construction industry recovery (estimated 2014) could be as high as $24.16/share to $39.78/share. Concurrent Computer Corp. (CCUR) Activist Investor: Skellig Capital Management Shares 449,599 % Outstanding 5.06% Cost Basis Not Avail Share Price M 58M Enterprise Value 27M 31M 3M 52 wk. range EV/ On September 28 Skellig Capital announced a 5.06% active ownership position with CCUR and disclosed a letter sent to the Company on July 28, 2010 requesting a significant share buyback. In the letter, Skellig suggests the Company use $5M to $7.5M to repurchase shares at a specified price rather than execute a large acquisition which, Skellig states, would introduce new business risk when the successful execution of Concurrent s new product cycle should be of paramount importance. Skellig also disclosed they met with management of CCUR on September 9 to continue this discussion. Continue to Next Page Page 5 of 14

6 Cypress Bioscience, Inc. (CYPB) Activist Investor: Ramius Group Shares 3,815,000 % Outstanding 9.9% Cost Basis 2.55 Share Price M 146M Enterprise Value 43M 106M -16M 52 wk. range EV/ Negative On September 28 CYPB rejected Ramius revised offer to purchase the Company for $4.25 and stated the board is committed to evaluating other alternatives. On September 30 Ramius sent a letter to the independent board members questioning the legitimacy and authenticity of the company s decision to do a broad evaluation of strategic alternatives to maximize shareholder value. Furthermore, Ramius called on the board to immediately say if they are examining a sale of the business. We previously covered CYPB in our September 24, September 17, August 6 and July 23 Catalyst Research Reports, highlighting Ramius s July 19 offer to purchase the Company for $4.00 per share. In the letter Ramius called on the board to stop blindly following a management team that continues to destroy shareholder value by making increasingly risky investments with shareholder money and to immediately hire a reputable investment bank to evaluate the Ramius Group s Acquisition Offer and to formally explore a sale to maximize the value for all shareholders. On August 6 CYPB s board rejected Ramius $4/share buyout proposal as grossly undervalued. On September 13 RA Capital (originally owned 5.46% at an avg. cost of $3.61/sh but has since reduced their ownership to 3.89%) sent a letter to the board proposing that they enter into immediate negotiations with Ramius and any other party for an acquisition at a price of $4.00 per share or higher. In the letter RA Capital stated, even if the best offer the Company could come up with were as low as $3.00/share, taking this offer would represent a better outcome for all shareholders, in our opinion, than continuing to spend the Company s remaining cash and royalty income on the current ill-conceived pipeline and on in-licensing new compounds. If the Company or the Board decides to contemplate the Company s options for longer than an additional two weeks, we would like to see the Company stop all spending and distribute all current cash immediately to the Company s shareholders, keeping only enough to fund the auction of the Savella royalty, whose proceeds we would also want the Company to distribute as soon as possible. On September 15 Ramius commenced an unsolicited tender offer to acquire CYPB for $4.25 per share in cash. On September 17 Ramius delivered a letter to CYPB s independent board members imploring them to allow shareholders to decide for themselves whether they choose to accept Ramius $4.25/sh unsolicited offer or whether they choose to support management s current business strategy. Furthermore, Ramius highlighted that two other shareholders (Arcadia Capital and RA Capital) have recently expressed their support of a sale. Most Recent Ramius Letters: September 30, September 17, RA Capital Letter: Arcadia Letter: Legal counsel to Ramius Proxy Solicitor to Ramius Proxy Solicitor to Cypress Bioscience Page 6 of 14

7 Dover Motorsports (DVD) Activist Investor: Marathon Capital Shares 3,184,590 % Outstanding 17.49% Cost Basis Not Avail Share Price M 72M Enterprise Value 108M -36M 8M 52 wk. range EV/ On September 27 Dover Motorsports (DVD) and Dover Downs Gaming & Entertainment (DDE) (both companies are controlled by the same family) announced plans to merge. Under the terms of the agreement DVD shareholders will receive shares of common stock of DDE (the average exchange ratio for the fifteen consecutive trading days before the announcement). We previously covered DVD in our April 30, April 9, March 5, 2010; December 18, November 27, November 13, October 7, May 15, March ; December 12, September 19, June 20, May 30, May and July Catalyst Research Reports, highlighting Marathon Capital s (17.49% common stock equates to 1.6% voting power due to dual class voting power) announcement that they had urged management to initiate a sale process. On November Marathon sent a letter to the Trustees of RMT Trust offering to acquire their ownership in DVD for $2.35 per share. On November 17 the Trustee for the RMT Trust, who control DVD through the supermajority voting class A shares, said they have no interest in pursuing Marathon s $2.35/sh purchase offer. On March GAMCO Investors (7.7% shareholder) sent a letter to DVD announcing their intention to vote their shares in favor of a proposal submitted by Marathon at the 2009 annual meeting to eliminate the poison pill. Marathon claims that over 90% of non-insiders voted to remove the company s poison pill. On December Marathon sent another letter to the board expressing concern over the board s ability to enhance shareholder value. On March Marathon entered into an exclusive agreement with H.A. Humpy Wheeler (a Nascar racetrack manager) to help address value enhancement opportunities at DVD. On April 7 Marathon sent a letter to DVD requesting theccompany provide further clarification on their statement in opposition to Marathon s shareholder proposal to eliminate the restrictions of the transferability of class A common stock. Currently, the company s bylaws prohibit class A common stock to be sold or transferred to anyone other than existing class A shareholders or members of their immediate family. On April 26 Marathon Capital sent a case study (which Marathon commissioned) to the board of DVD outlining the reasons why DVD is undervalued. The case study can be viewed here: On May 7, 2010 HFS issued a Special Report on Activist Investing in Small & Microcap Companies (subscription-only) which featured DVD as one of four compelling small cap activist investment situations. If you are interested, contact us for a complimentary copy of this Report. dpark@hedgerelations.com. EMS Technologies Inc. (ELMG) Activist Investor: MMI Investors Shares 1,084,400 % Outstanding 7.1% Cost Basis Share Price M 291M Enterprise Value 283M 6M 37M 52 wk. range EV/ 7.7 On September 27 MMI sent a letter to the Chairman & Executive Director of ELMG. In the letter, MMI disclosed they have recently increased their ownership from 6.2% to 7.1% and expressed concern over the Company s overly-complex and disjointed corporate strategy and structure. Furthermore, MMI recommended ELMG form a special committee of independent directors to pursue all strategic alternatives, including the potential sale of the Company in whole or parts. MMI estimates the projected range of stock price improvement is potentially from over 20% to over 60%. We previously covered ELMG in our July 16 Catalyst Research Report, highlighting MMI s 6.2% active ownership position. On August 11 HFS issued a Catalyst Investment Research report on ELMG (subscriptiononly). If you are interested, contact us for a complimentary copy of this Report. dpark@hedgerelations.com. Legal counsel to MMI Page 7 of 14

8 Fidelity Bancorp Inc. (FSBI) Activist Investor: Financial Edge Fund Shares 234,761 % Outstanding 7.7% Cost Basis 5.97 Share Price M 17M Enterprise Value 197M -179M N/A 52 wk. range EV/ N/A Financial Edge has increased their ownership in FSBI from 5.7% to 7.7% and announced plans to talk with management about how they plan to (1) minimize and/or offset the negative impact of losses on its holdings of trust preferred and other securities, (2) manage credit risk, (3) manage the capital structure of the holding company and the bank, including preferred stock raised through the U.S. Treasury s Troubled Asset Relief Program, and (4) maximize the value of the Common Stock. We previously covered FSBI in our January 9, 2009 Catalyst Research Report, highlighting Financial Edge s acquisition and active ownership disclosure. At that time, FSBI was trading around 53% of its Sept. 30, 2008 tangible book value of $13.03/share. Currently, FSBI s stock is trading around 45% of the most recently reported tangible book value of $12.74 (as of June 30, 2010). Hollywood Media Corp. (HOLL) Activist Investor: Baker Street Capital Shares 5,196,676 % Outstanding 16.7% Cost Basis 1.13 Share Price M 37M Enterprise Value 31M 6M -1M 52 wk. range EV/ Negative On September 30 Baker Street disclosed a 16.7% active ownership position in HOLL. Legal counsel to Baker Street National Technical Systems (NTSC) Activist Investor: Sandler Capital Management Shares 506,654 % Outstanding 5.02% Cost Basis Not Avail Share Price M 78M Enterprise Value 103M -26M 16M 52 wk. range EV/ 6.3 On September 29 Sandler Capital disclosed a 5.02% ownership position in NTSC and sent a letter to the board expressing their concern about the stock price and urging them to consider exploring strategic alternatives including a sale of the Company. On September 8 a group of shareholders constituting over 20% of the Company s shares outstanding, including Jack Lin the Company s founder, board member, Chairman Emeritus, and a 12% shareholder, hired M&A Capital to examine how best to dispose of their shares. In the past, Lin has proposed that the Company conduct a sale process. Page 8 of 14

9 Occam Networks Inc. (OCNW) Activist Investor: Ilex Partners Shares 4,016,499 % Outstanding 19.1% Cost Basis 4.03 Share Price M 161M Enterprise Value 122M 42M 0.25M 52 wk. range EV/ On September 27 Ilex Partners sent a very detailed letter to OCNW opposing the recently announced sale of the business to Calix, Inc. (CALX) for $7.75/sh in cash and stock ($3.83 in cash and shares of CALX stock). In the letter Ilex stated, We believe that the board of directors of Occam has acted, once again, with reckless and wanton disregard for its shareholders, and we hereby demand that the board move immediately to open up the sales process by auctioning the company to the highest bidder. Officers and directors of OCNW holding approx. 27% of the Company s stock have entered into a support agreement to vote their shares in favor of the transaction. Legal counsel to Ilex Partners P&F Industries (PFIN) Activist Investor: Timothy Stabosz Shares 279,088 % Outstanding 7.7% Cost Basis 1.90 Share Price M 7M Enterprise Value 24M -17M -0.4M 52 wk. range EV/ Negative Tim Stabosz has increased his ownership in PFIN from 6.3% to 7.7%. We previously covered PFIN in numerous Catalyst Research Reports, highlighting Lawndale Capital (9.7% shareholder at an average cost of $2.23/sh) and Timothy Stabosz s engagement with PFIN. [We included PFIN in a Special Research Report: Activist Investing in Small & Microcap Companies that was issued to clients on May 7, Please dpark@hedgerelations.com if you are interested in a copy of this report] In a September 2009 letter to the board, Stabosz announced that there are a number of deeply troubling issues that have caused PFIN s stock to be undervalued (see comments below). In addition, Stabosz requested the board provide him with a board seat. On February 8 Stabosz stated that he has met with the chairman of the board and made a number of requests relating to executive compensation and the company s acquisition strategy. On February 24 Stabosz nominated himself for election to the board at PFIN s next annual meeting. PFIN responded by saying the nomination was submitted incorrectly and that time had elapsed to formally submit nominees. On May 12 Stabosz announced his decision to withhold his votes for the election of the three director nominees being considered at this years annual meeting. In addition, Stabosz demanded (i) the company release the CEO s compensation study which was performed by the Nadel Consulting Group, (ii) the creation of a Chinese wall between the CEO and the Compensation Committee (Stabosz points to the fact that the CEO and Chair of the Comp Committee were Presidents of the same country club in Long Island and therefore are too close to have an arms-length professional relationship), (iii) another board member - who received $545,000 in 2009 from PFIN for payments related to his insurance business - resign from the board, (iv) amend the bylaw that requires the CEO to be the Chairman of the board, (v) require independent directors to meet each board meeting, (vi) adopt a say-on-pay provision, and (vii) require that directors be paid in stock. On May 25 Lawndale sent the board a letter announcing their intention to withhold their votes for the election of all directors at this year s annual meeting. On July 29 PFIN expanded their board by one (to nine members) and added an individual recommended by Lawndale. On September 17 Lawndale sent a letter to the board demanding they (i) improve its independent composition and reduce its size by removing the CEO s personal tax advisor as a board member, (ii) consider a sale of the business to a strategic buyer, and (iii) reduce the CEO s compensation. Page 9 of 14

10 Sonomawest Holdings (SWHI.PK) Activist Investor: Leeward Capital LP Shares 93,571 % Outstanding 7.5% Cost Basis 9.62 Share Price M 11M Enterprise Value 11M 0 1M 52 wk. range EV/ 12.3 On September 29 Leeward Capital sent a letter to SWHI stating requesting the Company give shareholders a clear idea of their plans for realizing shareholder value going forward. Leeward would like the board to consider paying regular cash dividends if the Company is no longer considering going private and plans to continue to own and manage its two remaining real properties. Furthermore, Leeward believes the Company should disclose property-level operating expenses in its public filings to allow shareholders to better assess the value of the Company s assets and the future of their investment. Vantage Drilling Company (VTG) Activist Investor: Jasper Investments Shares 26,700,000 % Outstanding 9.2% Cost Basis Not Avail On October 1 Jasper Investments nominated two people for election to the nine member board at VTG s next shareholder meeting. Share Price M 445M Enterprise Value 810M -365M 62M 52 wk. range EV/ Page 10 of 14

11 CONTACT INFORMATION: Hedge Fund Solutions, LLC Damien J. Park Tel FREE Subscription to the weekly report: or The Catalyst Equity Research Report is a general circulation weekly. Hedge Fund Solutions and/or its affiliates (the Firm ) may have a consulting relationship with the companies featured in this report (the Companies ). The Firm may also actively trade in the securities of the Companies for its own account. At any time, the Firm, funds it manages and/or its employees or their family members may have a long or short position in registered or non-registered securities or in options on any such security of any company mentioned in this report. The information contained in this report is not a complete analysis of every material fact with respect to the company, industry, or security and is not an offer or solicitation to buy or sell any security. Although opinions and estimates expressed in this report reflect the current judgment of the Firm, the information upon which such opinions and estimates are based is not necessarily updated on a regular basis. In addition, opinions are subject to change without notice. The Firm from time to time may perform consulting services for companies mentioned in this report and may occasionally possess material, nonpublic information regarding such companies. This information is not used in the preparation of this report. Facts and other information contained in this report have been obtained from the public sources considered reliable but are not guaranteed in any way. Hedge Fund Solutions Portfolio of Activist Investing Products Catalyst Investment Research Daily: Alerts Weekly: Catalyst Equity Research Report Quarterly Buying Analysis Top 50 Activist Investors Specific Activist Target Catalyst Investment Research Special Reports Shareholder Activism Report & Resource Portal Download a Brochure Page 11 of 14

12 PLATINUM SPONSORS Legal Advisers Olshan Grundman Frome Rosenzweig & Wolosky LLP is a law firm dedicated to providing personal service tailored to the specific requirements and concerns of the firm s clients. Olshan is widely recognized as a preeminent law firm in the activist strategy area, and represents experienced activist investors, funds new to the activist area, as well as other investment and hedge funds. Olshan has extensive experience advising clients in a wide range of activist strategies, from private negotiations with management to public, high profile proxy contests, including expertly and efficiently handling litigation relating to activist matters. We also specialize in mergers and acquisitions and hostile takeovers, with extensive expertise in these matters. Olshan s highly regarded attorneys provide a full range of legal services and are uniquely positioned to provide expert advice regarding the complicated and nuanced legal issues facing activist investors today. Steve Wolosky, Partner swolosky@olshanlaw.com Tel: Schulte Roth and Zabel LLP, one of the leading law firms in the activist investing area, has been involved in some of the highest-profile campaigns facing the business world in recent years. Serving both activist-only and occasional activists, the firm advises on federal securities law, state corporate law, Hart-Scott-Rodino, proxy rules and related matters, as well as handling investigations and litigations arising out of clients' activist activity. The firm, with over 450 lawyers in offices in New York, Washington, D.C., and London, has a long history of serving private equity and hedge fund clients. Marc Weingarten, Partner marc.weingarten@srz.com Tel: Page 12 of 14

13 PLATINUM SPONSORS Proxy Advisors The Altman Group is a full service proxy solicitation firm whose senior professionals have over 250 years of industry experience. We have developed one of the most experienced proxy fight teams in the industry, having been retained in 46 contested solicitations over the past 3 years alone and our 80% win record is unequaled. We were presented with the 2008 TOPS Award recognizing the firm with the highest rated proxy solicitation practice (the third consecutive win for us). We provide strategic consulting, shareholder identification, institutional and proxy advisory firm insight and advanced proxy solicitation services. Paul Schulman, Executive Managing Director pschulman@altmangroup.com Tel: Georgeson Inc. is the world s leading provider of strategic proxy and corporate governance advisory services to corporations and shareholder groups working to influence corporate strategy. For over half a century, Georgeson has specialized in complex solicitations such as hostile and friendly acquisitions, proxy contests and takeover defenses. For eight consecutive years, Georgeson has been ranked the No. 1 proxy solicitor for M&A transactions in the US. Georgeson s experts include former corporate secretaries who have worked toward successful outcomes with activist investors, former directors of US research at RiskMetrics, M&A attorneys, and the most experienced proxy solicitation team in the industry. Rachel Posner, Senior Managing Director and General Counsel rposner@georgeson.com Tel: Innisfree M&A Incorporated is a full service proxy solicitation/investor relations firm providing clients with sound tactical and strategic advice and results-oriented implementation in proxy and consent solicitations (whether friendly or contested), tender and exchange offers, mergers, rights offerings, strategic restructurings and other domestic and cross-border transactions requiring action by public security-holders. We provide expert consulting services on a wide range of matters, including executive compensation proposals, corporate governance issues and investor relations. Innisfree s reputation derives from our success in complex and/or contested situations. Key to that success is our ability to track, identify and understand the shifting dynamics of a company s security-holder base and provide battle-tested advice based on that information. We are convinced, and our unrivaled record demonstrates, that this refined, analytical based approach enables us to deliver the extraordinary results our clients expect. Arthur Crozier, Co-Chairman acrozier@innisfreema.com Tel: MacKenzie Partners, Inc. is a full-service proxy solicitation, investor relations and corporate governance consulting firm specializing in mergers-and-acquisitions related transactions. The firm has offices in New York City, Los Angeles, Palo Alto and London. MacKenzie's services include corporate governance consulting, security holder solicitations, information agent services for tender and exchange offers, beneficial ownership identification, market surveillance and associated financial, investor and media relations services. We work in close partnership with our client's attorneys, investment bankers and other consultants, providing advice and counsel at each stage of the transaction. Mark Harnett, President mharnett@mackenziepartners.com Tel: Page 13 of 14

14 GOLD SPONSORS Laurel Hill Advisory Group is a full service, cross-border proxy solicitation firm whose partners and associates are highly recognized in the areas of corporate governance, shareholder activism, and mergers & acquisitions. Laurel Hill was founded in late 2007 by a team of experienced professionals who have worked on over a hundred proxy fights and deals in the U.S. and Canada in the past two years. We are the fastest growing proxy firm in North America providing expertise in corporate governance consulting, shareholder identification, corporate actions (tender offers, consent solicitations), strategic proxy solicitation advisory services, and shareholder asset recovery programs. Tom Cronin, Partner tcronin@laurelhillag.com Tel: SSG Capital Advisors, LLC ( SSG ) is a nationally recognized independent investment bank that assists public companies, as well as their stakeholders in providing strategic alternatives analysis including sales and acquisitions, optimizing capital structures, evaluating dividends and share buyback programs, business unit divestitures, monetization of intellectual property, preservation of NOL s, PIPEs, and strategic investments such as joint ventures. As a specialist in maximizing shareholder value we offer the expertise our clients need in today's complex and ever changing financial markets. Since 2001, SSG has successfully completed over 160 investment banking assignments on behalf of clients throughout North America and Europe. Mark Chesen, Managing Director mchesen@ssgca.com Tel: Page 14 of 14