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 September 24, 2010 SYMBOL COMPANY INVESTOR AXR AMREP Corp. Robert Robotti BITS Bitstream Inc. Columbia Pacific Opportunity Fund BKS Barnes & Noble Inc. Aletheia Research & Management BNHN Benihana Inc. Benihana of Tokyo BPP BlackRock Credit Allocation Income Trust III Bulldog Investors CORE Core-Mark Holding Company MMI Investments CYPB Cypress Bioscience Inc. Ramius Group HOTT Hot Topic Inc. Becker Drapkin Funds; Carlson Capital LOV Spark Networks Inc. Osmium Partners NOOF New Frontier Media Inc. Longkloof Limited PRLS Peerless Systems Corp Bandera Partners RGDX Response Genetics Inc. Austin Marxe & David Greenhouse RSYS Radisys Corp. Nierenberg Investment Management TESS Tessco Technologies Inc. Discovery Equity Partners WWAY Westway Group, Inc. Knott Partners (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. 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 15

3 AMREP Corp. (AXR) Activist Investor: Robert Robotti Shares 489,876 % Outstanding 8.17% Cost Basis Share Price M 79M Enterprise Value 81M -2M 6M 52 wk. range EV/ On September 21 Robotti sent a 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 states that the $1.5 million breakup fee is unnecessary since the need to perform due diligence by the company s vice-chairman and largest shareholder is de minimis. Bitstream Inc. (BITS) Activist Investor: Columbia Pacific Opportunity Fund Shares 1,463,119 % Outstanding 14.5% Cost Basis Not Avail Share Price M 68M Enterprise Value 63M 4M 0.35M 52 wk. range EV/ Columbia Pacific increased their ownership in BITS from 13.2% to 14.5% since sending a letter to the Company in mid-sept. requesting they examine a sale. We previously covered BITS in our September 21, May 7, April 23, March 12, 2010 and September 11, 2009 Catalyst Research Reports, highlighting Raging Capital s (8.5% shareholder at an average cost of $5.71) change in their filing status with the SEC from passive owner to active owner. On February Raging Capital nominated three individuals to the board. On March 12 NV North American announced their intention to propose a candidate for appointment or election to BITS s board. In addition, NV indicated their support for greater shareholder representation on the board. On April 20 Columbia Pacific changed their filing status with the SEC from passive investor to active investor. On April 27 BITS entered into a settlement agreement with Raging Capital. Under the terms of the agreement BITS agreed to increase the size of the board from 6 to 8 members and appointed two individuals recommended by Raging Capital to the board. On May 7, 2010 HFS issued a Special Report on Activist Investing in Small & Microcap Companies (subscription-only) which featured BITS 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. On August 18 Columbia Pacific sent a letter to BITS s board of directors requesting they form a non-executive committee for the purpose of exploring a potential sale. On the same day NV North American Opportunity Fund (12% shareholder) sent a letter to the board supporting Columbia s request. NV further stated their belief that BITS s current structure is too complex for public markets to ascertain the value of attractive underlying business units, and premiums paid in recently announced transactions suggest acquirers are willing to pay fair prices for quality assets. Page 3 of 15

4 Barnes & Noble (BKS) Activist Investor: Aletheia Research & Management Shares 9,053,484 % Outstanding 15.09% Cost Basis Share Price B 1B Enterprise Value 1.6B -603M 201M 52 wk. range EV/ 8.1 Aletheia has recently increased their ownership in BKS to 15.02%. The shareholder meeting to elect three directors is scheduled for Tuesday September 28 at 9am EST. For complete details about the BKS vs. Yucaipa proxy contest - including links to all fight materials, go to The Official Activist Investing Blog Benihana Inc. (BNHN) Activist Investor: Benihana of Tokyo Inc. Shares 2,153,744 % Outstanding 38.1% Cost Basis Not Avail Share Price M 116M Enterprise Value 116M -12M 28M 52 wk. range EV/ 4.2 On September 20 Benihana entered into a settlement agreement with Benihana of Tokyo. Under the terms of the agreement Benihana agreed to nominate one individual from Benihana of Tokyo for election to the board as a Class III common stock director at the upcoming shareholder meeting. We previously covered Benihana in our August 20, August 6, July 23 and July 16 Catalyst Research Reports, highlighting Coliseum Capital s (15% Class A shareholder) announcement that they planned to nominate one individual for election as the Class A board member up for election this year. Three of Benihana s eight board members are up for election at the September 14 annual meeting, including 1 Class A director and 2 Common Stock directors. On August 6 Benihana of Tokyo (owners of 38.1% convertible preferred stock which represents approximately 29.8% of the total voting power) filed a preliminary proxy statement to elect two Common Stock directors at this year s annual meeting. On August 16 Benihana entered into an agreement with Coliseum Capital. Under the terms of the agreement the Company agreed to nominate one individual recommended by Coliseum for election to the board as a Class A member of the board. Also, as part of the settlement, Coliseum agreed to vote all of its stock in favor of the Company s director nominees, which includes a 4.1% ownership of the Company s Common Stock. Proxy Solicitor to Benihana Inc. Proxy Solicitor to Coliseum Capital Legal counsel to Benihana of Tokyo Page 4 of 15

5 BlackRock Credit Allocation Income Trust III (BPP) Activist Investor: Bulldog Investors Shares 156 % Outstanding 5.54% Cost Basis Not Avail Share Price M 208M Enterprise Value 208M 0 N/A 52 wk. range EV/ N/A On September 20 Bulldog announced their intention to contact management to discuss refinancing the Company s auction rate preferred stock. On Sept. 27 Karpus filed a 22.4% active ownership position and announced they too may communicate with the board. On September 9 BlackRock announced that the Board of several BlackRock-managed closed-end funds rejected demands to redeem its auction market preferred shares. The funds that received demand letters include: Fund Name Ticker Premium/Discount to NAV 9/24/2010 BlackRock California Municipal Income Trust BlackRock Credit Allocation Income Trust II, Inc. BlackRock Credit Allocation Income Trust IV BlackRock Insured Municipal Income Investment Trust BlackRock Insured Municipal Income Trust BlackRock Insured Municipal Term Trust BlackRock Muni Intermediate Duration Fund, Inc. BlackRock Municipal Bond Investment Trust BlackRock Municipal Income Trust BlackRock MuniHoldings Insured Fund II, Inc. BlackRock MuniHoldings Insured Investment Fund BlackRock MuniHoldings New Jersey Insured Fund, Inc. BlackRock MuniYield California Insured Fund, Inc. BlackRock MuniYield Fund, Inc. BlackRock MuniYield Insured Fund, Inc. BlackRock MuniYield Michigan Insured Fund, Inc. BlackRock New Jersey Municipal Income Trust BlackRock New York Insured Municipal Income Trust BlackRock New York Municipal Bond Trust The BlackRock Strategic Municipal Trust BFZ PSY BTZ BAF BYM BMT MUI BIE BFK MUE MFL MUJ MCA MYD MYI MIY BNJ BSE BQH BSD 0.61% -7.86% -8.41% 3.26% 2.12% -0.30% -1.42% -1.81% 3.29% 3.21% % -4.74% 3.43% 0.00% -2.48% 4.31% -0.67% 1.15% 0.52% Core-Mark Holding Company (CORE) Activist Investor: MMI Investments Shares 710,000 % Outstanding 6.6% Cost Basis Share Price B 333M Enterprise Value 327M 8M 58M 52 wk. range EV/ 5.6 On September 20 MMI disclosed a 6.6% active ownership stake in CORE and announced they may engage in discussions with the Board regarding strategic alternatives. We estimate 15% of CORE s shares are held by activist investors. Legal counsel to MMI Investors Page 5 of 15

6 Cypress Bioscience Inc. (CYPB) Activist Investor: Ramius Capital Shares 3,815,000 % Outstanding 9.9% Cost Basis 2.55 Share Price M 144M Enterprise Value 42M 106M -16M 52 wk. range EV/ Negative 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 Letter: RA Capital Letter: Arcadia Letter: We previously covered CYPB in our 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 (5.46% at an avg. cost of $3.61/sh) 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. Legal counsel to Ramius Proxy Solicitor to Ramius Proxy Solicitor to Cypress Bioscience Page 6 of 15

7 Hot Topic Inc. (HOTT) Activist Investor: Becker Drapkin Funds; Carlson Capital Shares 5,110,149 % Outstanding 9.26% Cost Basis 5.47 Share Price M 260M Enterprise Value 187M 62M 48M 52 wk. range EV/ 3.9 On September 19 HOTT entered into a settlement agreement with Becker Drapkin Funds (BDF) and Carlson Capital. Under the terms of the agreement HOTT will add two new directors to an expanded board of directors. We previously covered HOTT in our September 3 Catalyst Research Report, highlighting BDF s and Carlson Capital s August 24 group filing. On September 2 BDF (5.3% at an average cost of $5.82/sh) and Carlson Capital (3.96% at an average cost of $6.05/sh) announced they may nominate directors for election to the board at HOTT s next annual meeting. Legal counsel to Carlson Capital Spark Networks Inc. (LOV) Activist Investor: Osmium Partners Shares 1,675,324 % Outstanding 8.1% Cost Basis Not Avail Share Price M 67M Enterprise Value 57M 10M 9M 52 wk. range EV/ 6.5 Osmium has continued to accumulate shares of LOV since early August. They now own 8.1%. We previously covered LOV in our March 12 and March ; January ; and December Catalyst Research Reports, highlighting activist investor Moab Capital s suggestions (Jan 2008) that the company (i) significantly improve SG&A expenses, (ii) continue to use excess cash to buyback shares, (iii) add an additional advertising revenue stream, and (iv) evaluate strategic alternatives including a sale. At that time Moab owned 6% of LOV at an average cost of $4.27/sh. and commented on an article published in the New York Times reporting that unnamed analysts valued LOV around $185M in a sale scenario (equivalent to approximately $7.00/share). In response to the article, Moab stated for the record that $185M would be an inadequate price for the Company. On March private equity firm Great Hill Equity Partners (who control 48.7% of the shares outstanding) offered to purchase LOV for $3.10 per share in cash. LOV s board formed a special committee to evaluate the proposal and eventually rejected it as grossly inadequate. In a March letter, Osmium recommended the board hire an investment bank to undertake an open and fair process and said they will reject any offer lower than $6 per share. On August 2 Osmium sent a letter to the board expressing their concerns in two areas that they believe are adversely affecting the Company s valuation: (i) substantial conflicts of interest that will continue to lead to a flawed strategic review process and (ii) excessive management compensation that does not reflect financial results or stock price performance over the last several years. Finally, Osmium stated that the board should either (i) focus on selling the business for more than $6/share or (ii) remain public and renew its commitment to better capital management, which may include a 100% free cash-flow dividend or a Dutch-style tender offer. Page 7 of 15

8 New Frontier Media Inc. (NOOF) Activist Investor: Longkloof Limited Shares 2,243,731 % Outstanding 11.5% Cost Basis 1.79 Share Price M 36M Enterprise Value 23M 14M 9M 52 wk. range EV/ 2.6 On September 27 Longkloof Limited disclosed an 11.5% active ownership stake in NOOF. We previously covered NOOF in our November 14, 2008 Catalyst Research Report, highlighting an agreement between the Company and activist investor Steel Partners in which NOOF repurchased Steel s 2.6M shares (11.5%) for $1.55/sh. Peerless Systems Corp. (PRLS) Activist Investor: Bandera Partners Shares 3,620,570 % Outstanding 22.3% Cost Basis 1.84 Share Price M 51M Enterprise Value -4M 56M 0 52 wk. range EV/ N/A On September 22 Bandera disclosed they have entered into a restated nomination agreement with PRLS. Under the terms of the agreement PRLS will make a tender offer to repurchase up to 13,846,153 shares at a price of $3.25/sh. (The Company has 16M shares outstanding) Bandera has agreed to tender 3,599,320 shares into the offer. Following the tender offer, the board will be reconstituted to include one Bandera nominee if they continue to own more than 260,000 shares. We previously covered PRLS in our May ; June 20, 2008; November 16, September 28, July 13 and May Catalyst Research Reports, highlighting Locksmith Capital s nomination of three Directors to the Board and their subsequent settlement agreement in which the Company appointed one individual from Locksmith and agreed to add an additional independent Director approved by activist investor Diker Management. On November Locksmith sent a letter to his fellow Directors addressing three major issues of concern, including: (i) an egregious Board compensation scheme, (ii) PRLS s breach of a settlement agreement which required the addition of one independent director, (iii) poor governance (within board meetings), and (iv) erratic and unpredictable behavior by the Chairman of the Board. On June PRLS announced that three board members had resigned and the vacancies would be filled in the near future. On May 5 Bandera sent a letter to PRLS proposing to nominate one individual to a 5-person board. On May 14 PRLS entered into a nominating agreement with Bandera Partners. Under the terms of the agreement PRLS nominated two individuals recommended by Bandera to the board. Continue to Next Page Page 8 of 15

9 Response Genetics Inc. (RGDX) Activist Investor: Austin Marxe & David Greenhouse (AWM) Shares 3,350,174 % Outstanding 18.3% Cost Basis Not Avail Share Price M 42M Enterprise Value 37M 7M -6M 52 wk. range EV/ Negative On September 16 RGDX entered into a settlement agreement with AWM. Under the terms of the agreement RGDX agreed to nominate two individuals recommended by AWM to an expanded board. We previously covered RGDX in our June 18, April 2, March 19 and February 19 Catalyst Research Reports, highlighting Austin Marxe & David Greenhouse s (AWM) announcement that they believed RGDX shares are undervalued and that they may seek to change the company s strategic direction and board composition. On March 29 AWM filed a preliminary proxy statement, formally nominating nine directors for election to the board at RGDX s next annual meeting. On June 16 SRB Management (11.3%) announced they are increasingly dissatisfied with the performance of RGDX s management and board. SRB also stated their concern that the company is going to engage in a long and unnecessary proxy fight. Radisys Corp. (RSYS) Activist Investor: David Nierenberg Investment Management Shares 4,527,463 % Outstanding 18.7% Cost Basis On September 21 Nierenberg sent a letter to the Chairman of RSYS requesting that, when the board meets in October, they (i) establish an opportunistic share repurchase program and (ii) institute a regular quarterly cash dividend. Share Price M 230M Enterprise Value 177M 55M 15M 52 wk. range EV/ 11.8 Continue to Next Page Page 9 of 15

10 Tessco Technologies Inc. (TESS) Activist Investor: Discovery Equity Partners Shares 1,020,138 % Outstanding 13.8% Cost Basis 9.73 Share Price M 113M Enterprise Value 90M 1M 18M 52 wk. range EV/ 4.9 On September 22 Discovery sent a letter to the board of TESS announcing their interest in acquiring the Company for $15.50/share. We previously covered TESS in our August 6, March 5 and February ; July 24, January ; July 11 and June 13, 2008 Catalyst Research Reports, highlighting Discovery s July letter to the Board explaining they had withheld their votes at the 2008 annual meeting for the election of two directors in order to express its dismay with (i) the Board s adoption, without stockholder approval, of a poison pill and an amendment to the Company s Bylaws to increase the percentage of consenting stockholders required to call a special stockholder meeting from 25% to 50%, (ii) the Company s repurchase of the shares owned by a potential strategic acquirer, and (iii) what Discovery Group views as an emerging corporate governance crisis at the Company. On January Discovery submitted a shareholder proposal requesting shareholders vote to eliminate the poison pill. On July Discovery sent another letter to the board highlighting that 75% of nonmanagement shareholders voted in favor of removing the pill. In the letter Discovery disclosed that several private equity firms are interested in buying the business and suggested the board remove the poison pill and create a committee to adopt and supervise specific guidelines to respond to interests expressed by other parties. On February 1 Discovery submitted a shareholder proposal to be included in the company s proxy materials. The proposal requested shareholders to vote to declassify the board. On March 4 Discovery sent a letter to Tessco s board asking about inquiries they have recently received from private equity firms and large distribution companies interested in acquiring TESS. In the letter, Discovery explains why the company is a potential takeover target (low comparable market value and strong product offering that is desirable to strategic buyers) and why the Company is being shunned by the market (microcap stock, missed operating targets, adoption of a poison pill, classified board with staggered terms). Finally, Discovery suggests TESS is worth $30-$36 per share in a change of control situation. On April 22 Discovery gave a presentation to the board of TESS relating their concerns about the company s corporate governance practices. In the presentation, Discovery recommended steps to improve shareholder value. The presentation is available here: On August 5 Discovery sent a letter to TESS s nominating and corporate governance committee requesting that they declassify the board so that all directors are elected annually. In the letter Discovery points to the fact that a majority of shareholders voted to declassify the board at the 2010 annual meeting. According to a Company 8K filing on July 30, 3,265,477 shares votes FOR the declassification of the board while 2,927,413 shares voted against it. Discovery further highlights that management held 2,619,619 of the shares that voted against it indicating almost all non-management affiliated shareholders are in favor of declassifying the board. Continue to Next Page Page 10 of 15

11 Westway Group Inc. (WWAY) Activist Investor: Knott Partners Shares 886,928 % Outstanding 6.4% Cost Basis Not Avail Share Price M 77M Enterprise Value 151M -77M 44M 52 wk. range EV/ 3.4 On September 9 Knott Partners sent a letter to the Board of WWAY expressing their belief that the Board has breached its fiduciary duty to stockholders by extending the expiration dates of certain warrants to two members of the Board without also offering the extension to any other warrant holders. The letter poses certain questions to the Board regarding the extension, including the disclosure of the Extension to stockholders, the vote of former Board member Mr. Peter Harding regarding the extension, Mr. Harding s sudden unexpected departure from the Board, and the overall corporate governance practices of the Company. In addition to raising concerns regarding the Board s breach of its fiduciary duty, the letter also makes several suggestions to the Board. These suggestions include (i) the removal of the Chairman, (ii) the addition of several new and independent directors, and (iii) the adoption of a policy that would require any directors who have a special interest in a matter before the Board to recuse themselves and abstain from lobbying other members of the Board to vote for their position. Page 11 of 15

12 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 12 of 15

13 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 13 of 15

14 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 14 of 15

15 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 15 of 15