SC 13D/A 1 sc13d-a.htm SCHEDULE 13-D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 5)
Under the Securities Exchange Act of 1934
TELECOMMUNICATION SYSTEMS, INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
87929J103
(CUSIP Number)
Stephen Wagstaff
Cannell Capital LLC
PO Box 3459
150 East Hansen Avenue
Jackson, WY 83001
(307) 733-2284
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 15, 2015
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of SS240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
1. NAMES OF REPORTING PERSONS
J. Carlo Cannell
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC/OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
3,123,336
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
3,123,336
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,123,336
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.59%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
1. NAMES OF REPORTING PERSONS
Dilip Singh
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
1. NAMES OF REPORTING PERSONS
Value Generation Capital Fund, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
1. NAMES OF REPORTING PERSONS
Value Generation Capital, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (limited liability company)
1. NAMES OF REPORTING PERSONS
Alfred John Knapp, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0
10.SHARED DISPOSITIVE POWER
0
11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
1.NAMES OF REPORTING PERSONS
Mark D. Stolper
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3.SEC USE ONLY
4.SOURCE OF FUNDS (SEE INSTRUCTIONS)
5.CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
[ ]
6.CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.SOLE VOTING POWER
0
8.SHARED VOTING POWER
0
9.SOLE DISPOSITIVE POWER
0
10.SHARED DISPOSITIVE POWER
0
11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
1.NAMES OF REPORTING PERSONS
John M. Climaco
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3.SEC USE ONLY
4.SOURCE OF FUNDS (SEE INSTRUCTIONS)
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.SOLE VOTING POWER
0
8.SHARED VOTING POWER
0
9.SOLE DISPOSITIVE POWER
0
10.SHARED DISPOSITIVE POWER
0
11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
1.NAMES OF REPORTING PERSONS
Charles M. Gillman
2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
3.SEC USE ONLY
4.SOURCE OF FUNDS (SEE INSTRUCTIONS)
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
[ ]
6.CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7.SOLE VOTING POWER
0
8.SHARED VOTING POWER
0
9.SOLE DISPOSITIVE POWER
0
10.SHARED DISPOSITIVE POWER
0
11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12.CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[ ]
13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14.TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Item 1. Security and Issuer
Item 1 is hereby amended by deleting Item 1 of Amendment No. 4 in its
entirety and replacing it with the following:
The Schedule 13D filed with the Securities and Exchange Commission on
September 13, 2012 (the "Initial 13D") by the Reporting Persons (defined below)
with respect to ownership of Class A Common Stock, $0.01 parvalue per share
(the "Common Stock"), of Telecommunication Systems, Inc. (the "Issuer" or the
Company"), and amended on September 13, 2012 ("Amendment No. 1"), April 9,
2014 ("Amendment No. 2"), April 9, 2014 ("Amendment No. 3"), and May 13, 2014
("Amendment No. 4") is hereby amended by this Amendment No. 5 to
furnish additional information set forth herein. All capitalized terms
contained herein but not otherwise defined shall have the meanings ascribed
to such terms in the Initial 13D. The principal executive office address of
the Issuer is 275 West Street, Annapolis, MD 21401.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by deleting Item 3 of Amendment No. 4 in its
entirety and replacing it with the following:
As of April 15, 2015 the Cannell Investment Vehicles collectively owned
3,123,336 shares of Common Stock of the Issuer and had invested
approximately $6,580,885. (including commissions and fees) in aggregate
in such shares. Neither Mr. Cannell, in his individual capacity, nor
Cannell Capital LLC directly own securities of the Company.
The securities were acquired on the open market using the
working capital of each Cannell Investment Vehicle as follows:
Tristan Offshore Fund, Ltd.L: 290,881 and had invested approximately $600,608.
The Cuttyhunk II Fund: 485,322 and had invested approximately $846,225.
Tonga Partners, L.P.: 944,785 and had invested approximately $1,908,707.
Tristan Partners, L.P.: 711,578 and had invested approximately $1,715,238.
Cannell SMAs collectively: 690,770 and had invested approximately $1,510,107.
As of April 15, 2015, Mr. Singh does not individually own any shares of Common
Stock of the Issuer., nor does VGP-LLC.
As of the date hereof, Mr. Stolper does not individually own any shares of
Common Stock of the Issuer.
As of the date hereof, Mr. Knapp does not individually own any shares of
Common Stock of the Issuer.
As of the date hereof, Mr. Gillman does not individually own any shares of
Common Stock of the Issuer.
As of the date hereof, Mr. Climaco does not individually own any shares of
Common Stock of the Issuer.
Item 4. Purpose of Transaction
Item 4 is hereby amended by deleting Item 4 of Amendment No. 4 in its
entirety and replacing it with the following:
The Reporting Persons have terminated their agreement, filed with the
Securities Exchange Commission on May 23, 2014 (the "Agreement"),
to cooperate regarding improving the governance of the Company and taking such
other actions as may be deemed advisable to enhance shareholder value.
As a result, the Reporting Parties are no longer "acting in concert" for
13D purposes, and are therefore no longer part of a "group" within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by deleting Item 5 of Amendment No. 4 in its
entirety and replacing it with the following:
Based on the information contained in the Issuer's Annual Report
on Form 10-K filed with the Securities and Exchange Commission
(the "Commission") on March 13, 2015, the Issuer had 55,862,326 shares
of Class A Common Stock and 4,801,245 shares of Class B of Common Stock
outstanding as of March 5, 2015.
A. Mr. Cannell
(a) As of April 15, 2015, the Cannell Investment Vehicles owned 3,123,336
shares of Common Stock of the Issuer. Mr. Cannell is the sole managing
member of Cannell Capital LLC. Cannell Capital LLC acts as the investment
sub-advisor to the Cuttyhunk II Fund, an investment advisor to the Cannell
SMAs and the Tristan Offshore Fund, Ltd., and is the general partner of and
investment advisor to Tristan Partners, L.P. and Tonga Partners, L.P.
Mr. Cannell has the sole power to vote and dispose of the shares owned by
the Cannell Investment Vehicles and may thus be deemed to beneficially own
all 3,123,336 shares of Common Stock of the Issuer held by the Cannell
Investment Vehicles.
Percentage beneficially owned: Approximately 5.59%
(b) 1. Sole power to vote or direct vote: 3,123,336
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,123,336
4. Shared power to dispose or direct the disposition: 0
(c) The following table details the transactions during the past 60 days
or since the date on which Amendment No. 4 was filed, whichever is less,
by Mr. Cannell or any Cannell Investment Vehicle. Each listed transaction
was effected in an ordinary brokerage transaction by Cannell
Capital LLC on behalf of the applicable entity.
Entity Purchase Date Quantity Price per Share Total Cost Form of
Trans-
action
The Cuttyhunk II Fund 4/8/2015 20170 3.803815568 76722.96 Sale
Cannell SMA 4/8/2015 28989 3.803815585 110268.81 Sale
Cannell SMA 4/8/2015 1227 3.803814181 4667.28 Sale
Tonga Partners LP 4/8/2015 44994 3.803815842 171148.89 Sale
The Cuttyhunk II Fund 4/9/2015 11957 3.723017479 44516.12 Sale
Cannell SMA 4/9/2015 8673 3.72301741 32289.73 Sale
Cannell SMA 4/9/2015 7924 3.723017415 29501.19 Sale
Cannell SMA 4/9/2015 1315 3.723019011 4895.77 Sale
Tonga Partners LP 4/9/2015 26672 3.723017397 99300.32 Sale
The Cuttyhunk II Fund 4/10/2015 4694 3.723532169 17478.26 Sale
Cannell SMA 4/10/2015 7033 3.723531921 26187.6 Sale
Tonga Partners LP 4/10/2015 1050 3.723533333 3909.71 Sale
Tonga Partners LP 4/10/2015 3685 3.723530529 13721.21 Sale
Tonga Partners LP 4/10/2015 4129 3.723531121 15374.46 Sale
Tonga Partners LP 4/10/2015 1609 3.723530143 5991.16 Sale
The Cuttyhunk II Fund 4/13/2015 820 3.69402439 3029.1 Sale
Cannell SMA 4/13/2015 1229 3.694035801 4539.97 Sale
Tonga Partners LP 4/13/2015 1831 3.694036046 6763.78 Sale
The Cuttyhunk II Fund 4/14/2015 1673 3.637931859 6086.26 Sale
Cannell SMA 4/14/2015 2507 3.637933785 9120.3 Sale
Tonga Partners LP 4/14/2015 1096 3.637928832 3987.17 Sale
Tonga Partners LP 4/14/2015 170 3.637941176 618.45 Sale
Tonga Partners LP 4/14/2015 2469 3.637934386 8982.06 Sale
The Cuttyhunk II Fund 4/15/2015 4908 3.602732274 17682.21 Sale
Cannell SMA 4/15/2015 7352 3.60273395 26487.3 Sale
Tonga Partners LP 4/15/2015 3916 3.60273238 14108.3 Sale
Tonga Partners LP 4/15/2015 7031 3.602733608 25330.82 Sale
The Cuttyhunk II Fund 4/16/2015 1607 3.546533914 5699.28 Sale
Cannell SMA 4/16/2015 2407 3.546535106 8536.51 Sale
Tonga Partners LP 4/16/2015 3586 3.546536531 12717.88 Sale
B. Dilip Singh
(a)
Mr. Singh does not directly own any securities of the Company, nor
does VGCF-LP.
Percentage: Approximately 0.000%
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c)
Mr. Singh, individually, has not entered into any transactions in
shares of Common Stock of the Company during the past 60 days.
C. VCGF-LP
(a)
As of April 15, 2015, VGCF-LP does not directly own any securities
of the Company.
Percentage: Approximately 0.000%
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c)
VCGF-LP has not, in its own name, entered into any transactions in
the Shares during the last 60
days.
D.VCG-LLC
(a)
VCG-LLC does not directly own any securities of the Company..
Percentage: Approximately 0.000%
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c)
VCG-LLC has not, in its own name, entered into any transactions in
the Shares during the last 60
days.
E. Mr. Stolper
(a)
Mr. Stolper does not directly own any shares of Common Stock of the Issuer.
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c)
Mr. Stolper has not entered into any transactions in shares of
Common Stock of the Issuer during the
last 60 days.
F. Mr. Knapp
(a)
Mr. Knapp does not directly own any shares of Common Stock of the Issuer.
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c)
Mr. Knapp has not entered into any transactions in shares of
Common Stock of the Issuer during the
last 60 days.
G.Mr. Gillman
(a)
Mr. Gillman does not directly own any shares of Common Stock of the Issuer.
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c)
Mr. Gillman has not entered into any transactions in shares of
Common Stock of the Issuer during the
last 60 days.
H. Mr. Climaco
(a)
Mr. Climaco does not directly own any shares of Common Stock of the Issuer.
(b)
1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0
(c)
Mr. Climaco has not entered into any transactions in shares of
Common Stock of the Issuer during the
last 60 days.
The Reporting Persons have terminated their agreement to cooperate
regarding improving the governance of the Company and taking such other
actions as may be deemed advisable to enhance shareholder value. As a
result, the Reporting Parties are no longer "acting in concert" for 13D
purposes, and are therefore no longer part of a "group" within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934. Each of the
Reporting Persons may not be deemed to beneficially own any Shares of
the Issuer of each other Reporting Person.
(d)
No person other than the Reporting Persons is known to have the right
to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, the shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer
Item 6 is hereby amended by deleting Item 6 of Amendment No. 4
in its entirety and replacing it with the following:
By execution of this Amendment No. 5, the Reporting Persons
have terminated the Agreement effective immediately.
Except for the arrangements described herein, to the best
knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons
named and between such persons and any other person with respect to any
securities of the Issuer, including, but not limited to, transfer or
voting of any of the securities, finder's fees, joint ventures, loans or
options arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 99.1
Joint Filing Agreement*
Exhibit 99.2 13D Group Agreement
*Previously filed.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
Dated: April 15, 2015
J. Carlo Cannell
/s/ J. Carlo Cannell
Dilip Singh
/s/Dilip Singh
Value Generation Capital Fund, LP
By : Value Generation Capital, LLC, its General
Partner
/s/ Dilip Singh
Name: Dilip Singh
Title: Manager
Value Generation Capital, LLC
/s/ Dilip Singh
Name: Dilip Singh
Title: Manager
/s/ Alfred John Knapp, Jr.
Alfred John Knapp, Jr.
/s/ Mark D. Stolper
Mark D. Stolper
/s/ John Climaco
John Climaco
/s/ Charles M. Gillman
Charles M. Gillman
ANNEX A
The following sets forth the name, principal occupation, citizenship
or jurisdiction of organization and principal place of business of the
directors, general partners, managing members or controlling persons
(the "Cannell Covered Persons") of Cannell Capital LLC and the Cannell
Investment Vehicles:
Cannell Capital LLC
Mr. Cannell is the sole managing member of Cannell Capital LLC, whose
principal business is investment management. Cannell Capital LLC is
a Wyoming limited liability company with a principal business address of
P.O. Box 3459, 150 East Hansen Avenue, Jackson, WY 83001, United States.
Tonga Partners, L.P.
Cannell Capital LLC is an investment advisor to and the general
partner of Tonga Partners, L.P., whose principal business is investment
management. Tonga Partners, L.P. is a Delaware limited partnership
with a principal business address of P.O. Box 3459, 150 East Hansen
Avenue, Jackson, WY 83001, United States.
The Cuttyhunk II Fund
Cannell Capital LLC is an investment sub-advisor to The Cuttyhunk II Fund,
whose principal business is investment management. The Cuttyhunk II Fund
is a Delaware limited liability entity with a principal business address
of P.O. Box 3459, 150 East Hansen Avenue, Jackson, WY 83001, United States.
Tristan Partners, L.P.
Cannell Capital LLC is an investment advisor to and the general
partner of Tristan Partners, L.P., whose principal business is investment
management. Tristan Partners, L.P. is a Delaware limited partnership
with a principal business address of P.O. Box 3459, 150 East Hansen Avenue,
Jackson, WY 83001, United States.
Tristan Offshore Fund, Ltd.
Cannell Capital LLC is an investment advisor to Tristan Offshore Fund,
Ltd, whose principal business is investment management.
Tristan Offshore Fund, Ltd is a Caymans Islands limited liability
entity with a principal business address of One Capital Place, 3rd Floor,
GT Grand Cayman, KY1-11003, Cayman Islands.