PINNACLE PARTNERS, LLC
654 Broadway, Suite 5 | New York, New York 10012
Telephone (212) 614-8952 | Facsimile (646) 390-6784
May 28, 2009
Asure Software
108 Wild Basin Road
Austin, TX 78746
Attention: Corporate Secretary
Re: Director Nominations
Dear Corporate Secretary:
We are sending you this notice that we intend to nominate six directors for
election to the Company's board of directors at the upcoming annual meeting -
Cornelius Ferris, Pat Goepel, Robert Graham, Adrian Pertierra, David Sandberg,
and Jeffrey Vogel to be nominated for election for the Director class that
expires in 2009. We intend to deliver a proxy statement and form of proxy to
holders of at least the percentage of the Common Stock required under
applicable law to elect our nominees.
Stockholder who intends to make the nominations:
The Pinnacle Fund, LLLP
Address: 32065 Castle Court, Suite 100, Evergreen, CO 80439-3501
The Pinnacle Fund, LLLP ("Pinnacle Fund") is the registered holder of 500,000
shares of common stock of Asure Software ("ASUR", "Forgent Networks" or the
"Company"), a Delaware corporation and beneficially owns 946,950 shares of the
common stock of ASUR. The Red Oak Fund, L.P. ("RO Fund") beneficially owns
812,177 shares of common stock of ASUR. The RO Fund also manages the Bear
Market Opportunity Fund ("Bear Fund") which beneficially owns 526,669 shares
of the common stock of ASUR. Red Oak Partners, LLC ("RO Partners") is the
general partner of RO Fund and altogether, RO Partners may be deemed to
beneficially own 2,285,796 shares of the common stock of ASUR, representing
7.3% of the common stock outstanding as of March 11, 2009 as reported by ASUR.
Based on the number of shares outstanding as of that reporting date, RO Fund
is the Company's largest shareholder. David Sandberg is the managing member
of RO Partners, such that RO Partners, the RO Fund, and David Sandberg have
shared power to vote or direct the vote of, or to dispose or direct the
disposition of the 946,950 shares of common stock held by Pinnacle Fund.
Pinnacle Fund intends to appear in person through its representatives or by
proxy at the meeting to nominate the persons specified in this notice.
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Information on each Nominee:
Cornelius (Neil) Ferris
Residence Address: 59 Presidential Drive, Southborough, MA 01772
Business Consultant
Pat Goepel
Residence Address: 16 Abbottswood Drive, Sudbury, Mass. 01776
Group COO, Patersons Global Payroll and HR
Robert (Bob) Graham
Residence Address: 400 Panamint Road, Reno, NV 89521
Manager, Ridge Partners LLC
David Sandberg
Business Address: 654 Broadway, Suite 5, New York, NY 10012
Residence Address: 121 Hillair Circle, White Plains, NY 10605
Managing Member and Portfolio Manager, Red Oak Partners, LLC
Adrian Pertierra
Business Address: 654 Broadway, Suite 5, New York, NY 10012
Residence Address: 222 East 19th St., Apt. 4E, New York, NY 10003
Senior Analyst, Red Oak Partners, LLC
Jeffrey Vogel
Residence Address: 319 Blackstone blvd, Providence RI 02906
Partner, Liberty Capital
RO Partners manages the investments of, and has the authority to make
investment decisions on behalf of, Bear Market Opportunity Fund, L.P. White
Peaks Holdings LLC, and Red Oak Partners, LLC are both managers of Pinnacle
Partners, LLC, the general partner of Pinnacle Fund, LLLP. White Peaks
Holdings, LLC and Red Oak Partners LLC are both managers of Pinnacle Capital,
LLC, the investment advisor of Pinnacle Fund, LLLP. Red Oak Partners, LLC, as
manager of the Pinnacle Capital, LLC, has authority to make investment
decisions on behalf of Pinnacle Fund, LLLP.
Attached in Exhibit A is a true and correct copy of the DTC report, serving as
documentary evidence that Pinnacle Fund, LLLP is a holder of record of 500,000
shares of Forgent Networks as of May 15, 2009.
Of the nominees, Mr. Sandberg beneficially owns or controls 2,285,796 common
shares through his affiliation with RO Partners, Mr. Graham directly owns
82,275 common shares and beneficially controls 746,829 common shares through
Global Accelerator, Mr. Goepel beneficially owns or controls 87,785 common
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shares and Mr. Vogel owns 25,000 common shares. Mr. Pertierra works for RO
Partners which owns or controls 2,285,796 common shares of ASUR securities and
Mr. Ferris does not own any ASUR securities.
None of the proposed nominees has during the past five years (1) filed a
petition under federal bankruptcy laws or any state insolvency law, (2) been
convicted in a criminal proceeding or been a named subject of a criminal
proceeding (excluding traffic violations and other minor offices), (3) been
found by any court or competent jurisdiction to have violated any federal or
state securities law or federal commodities law, or (4) been the subject of
any order, judgment or decree limiting him from engaging in any type of
business practice or in any activity in connection with the purchase or sale
of any security or commodity. There is no arrangement or understanding anong
any of the nominees named in this letter other than their agreement to serve
if elected. All nominees meet the qualifications for an "independent" director
under the standards of the NASDAQ Stock Exchange. None of the proposed
nominees has engaged in any transactions with the Company during the most
recently ended fiscal year or the current fiscal year, except as follows: At
the time Iemployee was acquired by Asure in Asure's fiscal 2008, Bob Graham
owned approximately 8.6% of Iemployee and received Asure stock and cash for
his Iemployee shares. Additionally, Pat Goepel - through his A.P.P.D
investment vehicle - owned less than 2% of Iemployee at the time of that
transaction and received both ASUR stock and cash in that transaction.
Attached as Exhibit B is a description of the principal occupation or
employment of each nominee during the past five years. Also attached as
Exhibit C is the consent of each nominee to serve as a director if so elected.
Our representative will appear in person at the meeting to nominate our
nominees.
Kind Regards,
THE PINNACLE FUND, LLLP
By: PINNACLE PARTNERS LLC,
its general partner
By: ______________________________
David Sandberg, Managing Member
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