CATALYST EQUITY RESEARCH REPORT ™ Weekly Research Highlighting Activist Investments

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Hedge Fund Solutions, LLC © 2003 – 2015 Page 2 of 16

HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

HIGHLIGHTING ACTIVIST INVESTMENTS Week Ending June 5, 2015

SYMBOL COMPANY INVESTOR

BID Sotheby’s Marcato Capital CIDM Cinedigm Corp Ronald Chez; Sabra Capital FULL Full Circle Capital Bulldog Investors GSIT GSI Technology Vertex Capital Advisors HIL Hill International Bulldog Investors ISNS Image Sensing Systems AB Value Management JPST JPS Industries Steel Partners; Handy & Harman LAYN Layne Christensen GAMCO Investors LBF Deutsche Global High Income Bulldog Investors LCUT Lifetime Brands Mill Road Capital LIQT LiqTech International Norman Pessin MTW Manitowoc Co Glenview Capital OMG OM Group FrontFour Capital PCOM Points International Bonanza Capital RDNT RadNet, Inc. JB Capital RWC Relm Wireless Corp Fundamental Global Partners SFLY Shutterfly, Inc. Marathon Partners SPPI Spectrum Pharmaceuticals Armistice Capital STAA STAAR Surgical Company Broadwood Partners TA TravelCenters of America RDG Capital TSYS TeleCommunication Systems Cannell Capital

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 Email 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 http://www.hedgerelations.com/CIR/CIR%20Brochure.pdf

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Sotheby’s (BID) Activist Investor: Marcato Capital

Investor Info Catalyst Info Shares 6,571,806 Catalyst:

Marcato file a Notice of Challenge to Confidential Treatment challenging the confidential treatment of documents between BID and Third Point http://www.sec.gov/Archives/edgar/data/823094/000119312515209022/d937533dex998.htm Comment: We initially covered BID on July 30, 2013 when Marcato disclosed a 6.68% “active” stake in the form of stock and options. On August 26 Third Point disclosed a 5.7% "active" stake in BID. On October 2 Third Point disclosed an increase in its "active" stake from 5.7% to 9.3% and sent a letter to the CEO expressing concern about its leadership, shareholder misalignment, strategic direction and board governance. On October 4 BID adopted a poison pill with a 10% threshold for "active" investors and a 20% threshold for "passive" investors. December 23, 2013 Marcato issued a presentation it gave on BID at an Oct 23 investing conference. On January 29 BID announced a $300M special dividend and a $150M share repurchase plan. Marcato Capital announced its belief that BID should return $1 billion to shareholders within 12 months. On February 27 Third Point announced it will nominate three directors for election to the board at the 2014 annual meeting. On March 13 Sotheby's rejected Third Point's nominees and instead nominated two new independent directors. On March 26 Third Point filed a lawsuit against BID seeking to eliminate its poison pill. On April 4 Third Point sent a letter to BOD shareholders urging them to support its slate of 3 director nominees. On April 14 Third Point (currently a 9.62% shareholder at an average cost of $43.92/share) issued a shareholder presentation seeking support for its nominees. On April 17 BID issued its shareholder presentation. On April 22 Marcato gave a presentation on BID and provided support for Third Point's nominees. On May 5 BID agreed to give Third Point 3 board seats on a 15-member board and the Company will terminate its poison pill. http://finance.yahoo.com/news/sothebys-third-point-reach-agreement-130000402.html On May 1, 2014 Third Point issued a letter to shareholders outlining 6 "Facts" about BID and why shareholders should vote to replace 3 directors on Tuesday May 6. On August 19, 2014 Marcato increased its ownership stake in BID to 9.53% February 20, 2015 Marcato sent a letter to the lead director criticizing BID's capital allocation policies and suggesting ways to increase value In a CNBC interview on March 10 Marcato says BID does not have a financial strategy. On March 16 BID announced a new CEO and a new Chairman of the Board

Proxy Solicitor to Third Point

% Outstanding 9.53% Cost Basis 31.04 Company Info Share Price 46.53 Revenue 936M Market Cap 3.2B Enterprise Value 3.8B Net Cash -619M EBITDA 300M 52 wk. range 34.74 – 46.62 EV/EBITDA 12.8

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Cinedigm Corp. (CIDM)

Activist Investor: Ronald Chez; Sabra Capital

Investor Info Catalyst Info Shares 8,227,248 Catalyst:

Chez and Sabra formed an investment group in order to work together to enhance shareholder value Comment: We initially covered CIDM on February 10, 2012 when Ronald Chez disclosed a 5.4% “active” ownership stake in CIDM and said that he “may give consideration to acquiring a more significant voice in the Company’s management and/or becoming a director of the Company”. On August 20, 2014 Chez (7.9% shareholder) sent a letter to the board requesting the opportunity to discuss stock ownership requirements and compensation plans On May 19, 2015 Sabra Capital (2.2% shareholder) sent a letter to the Chairman saying that the company's missteps have destroyed shareholder value and they no longer believe the current composition of the board is protecting value. http://www.sec.gov/Archives/edgar/data/1173204/000114420415032185/v411124_ex99-1.htm On May 29 Ronald Chez sent a letter to the chairman and CEO discussing his request for board representation

% Outstanding 10.6 Cost Basis Not Avail Company Info Share Price 0.88 Revenue 110M Market Cap 70M Enterprise Value 253M Net Cash -186M EBITDA 48M 52 wk. range 0.77 – 30.5 EV/EBITDA 5.4

Full Circle Capital (FULL) Activist Investor: Bulldog Investors

Investor Info Catalyst Info Shares 1,322,147 Catalyst:

Bulldog disclosed a 5.69% "active" stake in FULL % Outstanding 5.69% Cost Basis Not Avail Company Info Share Price 3.60 Revenue 16M Market Cap 84M Enterprise Value 148M Net Cash -65M EBITDA N/A 52 wk. range 3.46 – 8.35 EV/EBITDA N/A

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GSI Technology Inc. (GSIT) Activist Investor: Vertex Capital

Investor Info Catalyst Info Shares 2,353,557 Catalyst:

On June 4 Vertex sent a letter to GSIT demanding the board seriously examine GigOptix's $6.50/share cash and stock offer. Comment: We initially covered GSIT on September 26, 2008 when Riley Investment Management (at the time RIM owned 5.0% of GSIT) sent a letter to GSIT requesting they implement a stock buyback program. On July 7, 2011 Discovery Capital disclosed a 5.6% “active” ownership stake for $7.38/share. On January 14, 2015 Vertex Capital disclosed a 9.9% "active" stake in GSIT On March 17 Vertex nominated three to the board On March 18 Vertex amended its nomination notice and added one candidate for a total of four

Legal counsel to Vertex Capital

% Outstanding 9.9% Cost Basis 4.94 Company Info Share Price 5.51 Revenue 53M Market Cap 127M Enterprise Value 59M Net Cash 59M EBITDA 4M 52 wk. range 4.52 – 6.62 EV/EBITDA 13.8

Hill International (HIL) Activist Investor: Bulldog Investors

Investor Info Catalyst Info Shares 2,785,391 Catalyst:

On June 5 DE Chancery issued an order stating that Bulldog’s nomination notice was indeed timely and that the Company may not hold its annual meeting on June 9, 2015 but instead must adjourn the meeting for a minimum of 21 days so that Bulldog may present its proposals to shareholders. Comment: We initially covered HIL on May 15 when Bulldog nominated two candidates and submitted two shareholder proposals to (1) have the Board hire an investment bank to examine a liquidity event and (2) rescind the poison pill in the event a cash offer is made for all shares. The Company took the position that the nominations were not timely; Bulldog sought injunctive relief. On June 1 Bulldog announced ISS recommends a vote for its 2 nominees.

% Outstanding 5.53 Cost Basis Not Avail Company Info Share Price 5.30 Revenue 591M Market Cap 267M Enterprise Value 374M Net Cash -114M EBITDA 39M 52 wk. range 2.83 – 7.00 EV/EBITDA 9.5

Image Sensing Systems (ISNS) Activist Investor: AB Value Management

Investor Info Catalyst Info Shares 330,730 Catalyst:

On June 5 AB Value disclosed a 6.61% "active" stake in ISNS Comment: We initially covered ISNS on April 30, 2014 when Norman Pessin disclosed a 5.7% "active" stake in ISNS. On April 6, 2015 Pessin increased his ownership from 5.7% to 9.2%

Legal counsel to Norman Pessin

% Outstanding 6.61% Cost Basis 2.98 Company Info Share Price 3.06 Revenue 23M Market Cap 15M Enterprise Value 15M Net Cash 1M EBITDA -4M 52 wk. range 1.89 – 9.94 EV/EBITDA Negative

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JPS Industries (JPST) Activist Investor: Steel Partners/Handy & Harman

Investor Info Catalyst Info Shares 3,982,230 Catalyst:

On June 4 JPST agreed to sell to Steel for $11/share in cash Comment: On December 30, 2014 Handy & Harman (38.7% shareholder), an entity controlled by Steel Partners, offered to acquire JPST for $10/share. On January 9, 2015 JPST rejected Steel's $10/share offer https://finance.yahoo.com/news/special-committee-board-jps-industries-190500121.html On January 26 Steel mailed proxy materials to elect 4 new directors. If elected, Steel will explore a sale, including one to Handy and Harman - an entity controlled by Steel that recently offered $10/sh in cash On January 27 Steel filed a lawsuit to prevent JPS from voting 19% of its shares owned by the JPS Pension. Also on January 27, Steel launched an unsolicited tender offer to acquire the company for $10. On January 30 JPST's CEO issued a letter to shareholders saying he will support a sale of the business to any credible buyer who is willing to pay a fair value, including Steel and asked for shareholder to vote for the company's nominees http://www.prnewswire.com/news-releases/jps-industries-inc-releases-letter-to-stockholders-300028521.html JPST blocked Steel Partners' attempt to prevent the JPS Pension Plan from voting at the annual meeting https://finance.yahoo.com/news/special-committee-board-jps-industries-212300161.html On February 3 Lloyd Miller announced plans to vote for management at the annual meeting. http://finance.yahoo.com/news/long-term-major-shareholder-lloyd-110000090.html

Legal counsel to Steel Partners

% Outstanding 38.7% Cost Basis Not Avail Company Info Share Price 10.85 Revenue 162M Market Cap 103M Enterprise Value 100M Net Cash 2M EBITDA Not Avail 52 wk. range 6.01 – 10.85 EV/EBITDA Not Avail

Layne Christensen Company (LAYN) Activist Investor: GAMCO Investors

Investor Info Catalyst Info Shares 2,339,450 Catalyst:

GAMCO announced it will vote against the proposal on the Company's proxy statement to issue new shares in connection with the company's convertible notes. GAMCO believe the notes should have been made available to all investors and not just a select few. Comment: We initially covered LAYN on August 22, 2014 when Van Der Berg Management (16.2% shareholder) changed its filing status to "active" and announced it had made a presentation to the board regarding the potential divestment of a business division, the use of proceeds from the divestment to pay down debt and enact a share buyback program, and other actions to increase value.

% Outstanding 11.91% Cost Basis Not Avail Company Info Share Price 7.63 Revenue 798M Market Cap 151M Enterprise Value 275M Net Cash -110M EBITDA -3M 52 wk. range 4.35 – 15.57 EV/EBITDA Negative

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Deutsche Global High Income Fund (LBF) Activist Investor: Bulldog Investors

Investor Info Catalyst Info Shares 735,789 Catalyst:

Bulldog increased its ownership from 10.17% to 11.23% Comment: We initially covered LBF on May 27 when Bulldog issued a press release announcing plans to tender for shares approximately 30 days after the annual meeting if its nominees are elected http://www.sec.gov/Archives/edgar/data/887590/000150430415000072/EX-99.txt

% Outstanding 11.23% Cost Basis Not Avail Company Info Share Price 8.25 Revenue 5M Market Cap 54M Enterprise Value 78M Net Cash -23M EBITDA N/A 52 wk. range 7.69 – 8.52 EV/EBITDA N/A

Lifetime Brands, Inc. (LCUT) Activist Investor: Mill Road Capital

Investor Info Catalyst Info Shares 1,214,449 Catalyst:

Mill Road increased its ownership from 7.2% to 8.8% Comment: We initially covered LCUT on December 7, 2007 when Jove Partners (at the time a 7.8% shareholder with a MC of $181M) sent a letter to LCUT to express its support for management and the initial steps it has taken to date to enhance long-term shareholder value. On December 16, 2013 Mill Road increased its position from 3.4% and disclosed a 5.0% "active" stake Mill Road increased its "active" stake from 5% to 6% Mill Road increased its "active" stake from 6% to 7.2%

% Outstanding 8.8% Cost Basis 13.45 Company Info Share Price 14.50 Revenue 585M Market Cap 201M Enterprise Value 328M Net Cash -125M EBITDA 34M 52 wk. range 12.48 – 18.15 EV/EBITDA 9.7

LiqTech International, Inc. (LIQT) Activist Investor: Norman Pessin

Investor Info Catalyst Info Shares 2,076,864 Catalyst:

Pessin disclosed a 5.3% "active" stake in LIQT

Legal counsel to Norman Pessin

% Outstanding 5.3% Cost Basis 1.05 Company Info Share Price 0.68 Revenue 13M Market Cap 30M Enterprise Value 25M Net Cash 3M EBITDA -4M 52 wk. range 0.61 – 2.50 EV/EBITDA Negative

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Manitowoc Co. (MTW) Activist Investor: Glenview Capital

Investor Info Catalyst Info Shares 9,614,197 Catalyst:

On June 1 Glenview increased its position from 6.33% and disclosed a 7.06% "active" stake Comment: We initially covered MTW on December 29, 2014 when Icahn disclosed a 7.77% "active" stake (through stock and options) and announced his intention to discuss with the board the separation of MTW's Crane and Foodservice segments into two companies. On February 9, 2015 MTW settled with Icahn for one board seat and various governance provisions associated with the Foodservice business spin-off https://finance.yahoo.com/news/manitowoc-company-announces-settlement-agreement-135200220.html

% Outstanding 7.06% Cost Basis Not Avail Company Info Share Price 20.25 Revenue 3.8B Market Cap 2.7B Enterprise Value 4.2B Net Cash -1.6B EBITDA 375M 52 wk. range 16.24 – 33.50 EV/EBITDA 11.15

OM Group (OMG) Activist Investor: FrontFour Capital

Investor Info Catalyst Info Shares 1,756,106 Catalyst:

FrontFour announced its representative will not remain on the board (FrontFour will submit a replacement director) after the company announced plans to be acquired by Apollo Global for $34/share cash. Comment: We initially covered OMG on January 9 when FrontFour disclosed a 5.8% "active" stake (through stock and options) and sent a letter to the Chairman/CEO announcing plans to nominate 3 directors. In the letter, FrontFour demanded $50M in cost cuts, a release of $30M in working capital, and a $250M stock buyback. http://www.sec.gov/Archives/edgar/data/899723/000092189515000046/ex991to13d08016008_01022015.pdf On the same day (January 9) OMG issued a letter defending its strategy. http://finance.yahoo.com/news/om-group-issues-statement-following-194000244.html On January 28 FrontFour nominated 3 to the board https://finance.yahoo.com/news/frontfour-nominates-three-highly-qualified-134500870.html FrontFour issued a presentation detailing "A Path to Value Creation" http://www.sec.gov/Archives/edgar/data/899723/000092189515000540/ex1todfan14a08016008_030415.pdf OMG reached a settlement agreement with FrontFour Capital to add two new directors to the board. http://www.sec.gov/Archives/edgar/data/899723/000092189515000693/ex991to13da308016008_032315.pdf

Legal counsel to FrontFour Capital

% Outstanding 5.7% Cost Basis Not Avail Company Info Share Price 34.58 Revenue 1.1B Market Cap 1.1BM Enterprise Value 800M Net Cash 13M EBITDA 86M 52 wk. range 21.87 – 34.58 EV/EBITDA 9.3

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Points International (PCOM) Activist Investor: Bonanza Capital

Investor Info Catalyst Info Shares 830,009 Catalyst:

Bonanza, who has a representative as chairman of the board of PCOM, announced they have held discussions with the board regarding strategic alternatives for increasing shareholder value.

% Outstanding 5.3% Cost Basis 4.79 Company Info Share Price 12.96 Revenue 264M Market Cap 202M Enterprise Value 177M Net Cash 46M EBITDA 11M 52 wk. range 8.96 – 25.76 EV/EBITDA 16.8

RadNet, Inc. (RDNT) Activist Investor: JB Capital

Investor Info Catalyst Info Shares 2,932,200 Catalyst:

JB Capital increased "active" stake from 6.1% to 6.6% Comment: We previously covered RDNT on May 31, 2013; September 19, 2011, September 2, 2011 and February 25, 2011, initially highlighting Red Mountain’s February 22 “active” 5.8% ownership stake and announcement that “[they] have met with the management of RadNet and expect to maintain a dialogue with management regarding, among other things, RadNet’s operations, strategic direction, capital structure and corporate governance and Red Mountain’s expectation that management will pursue appropriate measures to enhance shareholder value.” On August 30, 2011 RDNT entered into a Standstill Agreement with Red Mountain Capital. Under the terms of the agreement Red Mountain can purchase up to 9.9% of RDNT’s stock but is restricted from running a proxy contest against the company while the agreement is in place. On September 19, 2011 we reported that Red Mountain increased its ownership from 7.5% to 9.7% since entering into a standstill agreement. On May 28, 2013 BlueMountain Capital increased its ownership from 6.5% to 7.8% and changed its filing status from “passive” to “active”. On June 4, 2013 JB Capital increased its “active” ownership stake from 5.2% to 6.1%.

% Outstanding 6.6% Cost Basis 2.76 Company Info Share Price 6.67 Revenue 730M Market Cap 291M Enterprise Value 889M Net Cash -600M EBITDA 103M 52 wk. range 4.71 – 10.35 EV/EBITDA 8.6

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RELM Wireless Corp. (RWC) Activist Investor: Fundamental Global Partners

Investor Info Catalyst Info Shares 1,800,371 Catalyst:

Fundamental Global increased its ownership from 12% to 13.1% since joining the board Comment: On May 8, 2013 we reported that Privet had disclosed a 6.3% “active” stake which was subsequently increased to 8.5% on May 17 and again to 9.9% on June 11. On August 1 Privet disclosed it had increased its “active” ownership stake from 9.9% to 12.7%. On September 12 RWC increased the size of its board from 6 to 8 and added two representatives from Privet to the open positions. January 7, 2014 Privet announced it will recommend the nominating committee refrain from re-nominating the company's chairman to the board at the 2014 annual meeting. On March 17 Privet said it was in discussions with RWC regarding its board composition On March 25, 2014 RWC entered into a settlement agreement with Privet (currently 15.8% at 2.77/sh) to appoint one additional Privet representative to the board. A copy of the settlement agreement is available here: http://www.sec.gov/Archives/edgar/data/2186/000135448814001416/rwc_ex101.htm On September 3, 2014 Fundamental Global disclosed a 6% "active" stake On October 8, 2014 Fundamental increased its stake to 8.4% On December 17, 2014 Fundamental increased its ownership to 10.8% On February 25 Fundamental GP increased its "active" ownership from 10.8% to 12% On March 3 RWC entered into an agreement with Fundamental GP to add one representative to the board. http://www.sec.gov/Archives/edgar/data/2186/000114420415013508/v403264_ex99-1.htm

% Outstanding 13.1% Cost Basis Not Avail Company Info Share Price 5.75 Revenue 31M Market Cap 76M Enterprise Value 65M Net Cash 11M EBITDA 4M 52 wk. range 2.80 – 6.27 EV/EBITDA 23.8

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Shutterfly Inc. (SFLY) Activist Investor: Marathon Partners

Investor Info Catalyst Info Shares 2,051,700 Catalyst:

On June 1 Marathon announced ISS recommends shareholders vote on Marathon's proxy card for two of its nominees. http://www.sec.gov/Archives/edgar/data/1125920/000092189515001526/dfan14a08009003_06012015.htm Comment: On July 2 SFLY announced it had hired an investment bank to examine a sale. On July 18, 2014 Marathon disclosed a 5.07% "active" stake in SFLY (currently 5.5% at an avg. cost of $34.67/sh). Marathon sent a letter to SFLY stating that they would be willing to support the sale of SFLY, but only at a price that fairly compensates the shareholders for the upside they would forgo. They also indicated that the first quarter 2014 share repurchases at approximately $52 were viewed or should have been viewed by fiduciaries as having been made at well below fair value. This implies that the Board believes the current fair value of the common shares is significantly above $52 per share. On November 5, 2014 Marathon announced it had sent SFLY a letter recommending new strategies to enhance shareholder value in light of the Board's decision to remain independent On February 26 Marathon nominated three candidates to the board. On May 11 Marathon filed preliminary proxy materials to elect 3 directors at the June 12 annual meeting http://www.sec.gov/Archives/edgar/data/1125920/000092189515001220/prec14a08009003_05042015.htm On May 18 Marathon commented on the company’s “troubling” compensation plan. https://finance.yahoo.com/news/marathon-partners-comments-shutterflys-recently-130300325.html Marathon published a shareholder presentation seeking support for its nominees. http://www.sec.gov/Archives/edgar/data/1125920/000092189515001454/ex991dfan14a08009003_052115.pdf On May 22 SFLY proposed adding one representative from Marathon to the board and one mutually agreed upon candidate. Separately, SFLY proposes one universal proxy ballot for all nominees from both sides to present candidates for election. http://finance.yahoo.com/news/shutterfly-proposes-universal-proxy-card-160000462.html On May 29 Ancora Advisors issued a letter to SFLY shareholders announcing its support for Marathon's nominees. http://origin-qps.onstreammedia.com/origin/multivu_archive/ENR/219349-Shutterfly-Ancora-Letter.pdf Marathon issued a letter discussing the ongoing but "woefully inadequate" settlement negotiations. http://www.sec.gov/Archives/edgar/data/1125920/000092189515001499/dfan14a08009003_05292015.htm

Proxy Solicitor to Shutterfly

Legal counsel to Marathon Partners

% Outstanding 5.5% Cost Basis 34.67 Company Info Share Price 47.69 Revenue 944M Market Cap 1.7B Enterprise Value 1.8B Net Cash -50M EBITDA 87M 52 wk. range 38.95 – 54.79 EV/EBITDA 20.6

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Spectrum Pharmaceuticals Inc. (SPPI)

Activist Investor: Armistice Capital

Investor Info Catalyst Info Shares 3,600,000 Catalyst:

On June 2 Armistice sent a second letter to the board again requesting that they disclose any offers it has received related to the sale of the Company and questions the Board's criteria for determining which offers to consider and disclose and its ability to execute a sale. Comment: We initially covered SPPI on May 11 when Armistice Capital disclosed a 5.4% "active" stake and sent a letter to the Chair and CEO outlining ways to improve the business and suggesting structures to sell all or part of the business [Letter is located at the bottom of the SEC filing] http://www.sec.gov/Archives/edgar/data/831547/000091957415003939/d6572421_13-d.htm

% Outstanding 5.4% Cost Basis 6.53 Company Info Share Price 6.91 Revenue 185M Market Cap 460M Enterprise Value 388M Net Cash 29M EBITDA -15M 52 wk. range 5.45 – 9.27 EV/EBITDA Negative

STAAR Surgical Company (STAA)

Activist Investor: Jorn Jorgensen

Investor Info Catalyst Info Shares 8,117,582 Catalyst:

On June 2 Broadwood said it is considering what actions may need to be taken in order to improve the Board's alignment with, and responsiveness to, the shareholders. Comment: We initially covered STAA on May 26 when Jorn Jorgensen (2.3% shareholder; one of the Company's largest customers through EuroEyes AG) sent a letter to the board seeking board representation http://www.sec.gov/Archives/edgar/data/718937/000114420415033408/v411624_ex99-1.htm

% Outstanding 20.5% Cost Basis Not Avail Company Info Share Price 9.60 Revenue 74M Market Cap 395M Enterprise Value 365M Net Cash 6M EBITDA -5M 52 wk. range 4.84 – 17.30 EV/EBITDA Negative

TravelCenters of America (TA) Activist Investor: RDG Capital

Investor Info Catalyst Info Shares Not Avail Catalyst:

TA announced a sale leaseback transaction for 30 travel centers totaling $397M Comment: On April 30 RDG Capital issued a press release reporting a constructive dialogue with TA regarding a possible $475M in sale leasebacks and estimate the stock to be worth $24-$27/share. http://www.prnewswire.com/news-releases/rdg-capital-reports-constructive-dialogue-with-travelcenters-of-america-300075060.html

Legal counsel to RDG Capital

% Outstanding Not Avail Cost Basis Not Avail Company Info Share Price 15.60 Revenue 7.2B Market Cap 585M Enterprise Value 702M Net Cash -100M EBITDA 208M 52 wk. range 8.08 – 18.10 EV/EBITDA 3.4

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TeleCommunication Systems Inc. (TSYS) Activist Investor: Cannell Capital

Investor Info Catalyst Info Shares 3,186,005 Catalyst:

On June 1 Cannell issued "Part Two" of a 60-page presentation illustrating the destruction of shareholder wealth under the current members of the board http://www.cannellcapital.com/uploads/TSYS_Part_Two.pdf Comment: We initially covered TSYS on September 12, 2012 when Cannell Capital sent a letter to the board requesting they start a process to monetize the company’s assets. In the letter Cannell stated that there is a 350% gap between the company’s current stock price and the midpoint value of the assets estimated value of $9.61/share. On April 9 Cannell Capital announced plans to form an investment group called the Concerned Shareholders of TSYS. On May 20 Cannell (6.7% at an avg. 2.88/share) formed a group known as the Concerned TSYS Shareholders On November 24 we reported that Becker Drapkin (BD) disclosed a 6.7% "active" stake in TSYS and said it may nominate candidates to the board On Jan 29 BD nominated 3 to the board; on Jan 30 TSYS entered into a settlement agreement to appoint two BD nominees

% Outstanding 5.7% Cost Basis 2.88 Company Info Share Price 3.28 Revenue 357M Market Cap 199M Enterprise Value 287M Net Cash -89M EBITDA 32M 52 wk. range 2.72 – 3.94 EV/EBITDA 9.01

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CONTACT INFORMATION: Hedge Fund Solutions, LLC Damien J. Park Tel. +1 215.325.0514 dpark@hedgerelations.com FREE Subscription to the weekly report: http://www.hedgerelations.com/research.html or Email: research@hedgerelations.com

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.

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

PLATINUM SPONSORS – Legal Advisers

Olshan Frome 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. Contact: Steve Wolosky, Partner Email: swolosky@olshanlaw.com Tel: +1 212.451.2333

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 375 lawyers in offices in New York, Washington, D.C., and London, has a long history of serving private equity and hedge fund clients. Contact: Marc Weingarten, Partner Email: marc.weingarten@srz.com Tel: +1 212.756.2280 David Rosewater, Partner Email: david.rosewater@srz.com Tel: +1 212.756.2208

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HEDGE FUND SOLUTIONS CATALYST EQUITY RESEARCH REPORT ™

PLATINUM SPONSORS – Proxy Advisors

Alliance Advisors LLC is a multi-faceted shareholder communications firm specializing in proxy solicitation, corporate governance consulting, and information agent services. Our in-depth view of the investor communities and governance environment allows us to prepare for successful outcomes. Alliance Advisors’ “fight team” has built a distinguished reputation by successfully completing countless contested assignments. The team will complete a comprehensive analysis of the shareholder base and build a calculated battle plan accordingly. We will assist in the crafting and delivery of your message to the target audience, ensuring the message is heard and understood. Alliance Advisors consistently delivers successful outcomes to our clients. Contact: Peter Casey, Executive Vice President Email: pcasey@allianceadvisorsllc.com Tel: +1 973.873.7710

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. Contact: Arthur Crozier, Co-Chairman Email: acrozier@innisfreema.com Tel: +1 212.750.5837

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. Contact: Mark Harnett, President Email: mharnett@mackenziepartners.com Tel: +1 212.929.5877