SC 13D 1 rpx13d-03l716.htm SCHEDULE 13D
`SECURITIES AND EXCHANGE COMMISSION
`
`WASHINGTON, D.C. 20549
`
`SCHEDULE 13D
`
`(RULE 131) — 101)
`
`INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS
`THERETO FILED PURSUANT TO 13d-2(a)
`
`(Amendment No. )*
`
`RPX Corporation
`(Name of Issuer)
`
`Common Stock, $00001 par value
`(Title of Class of Securities)
`
`74972Gl 03
`
`(CUSIP Number)
`
`Christopher P. Davis, Esq.
`Kleinberg, Kaplan, Wolff & Cohen, P.C.
`5 51 Fifth Avenue, New York, New York 10176
`Tel: (212) 986-6000
`(Name, Address and Telephone Number ofPerson Authorized to Receive Notices and Communications)
`
`
`March 14 2016
`
`(Date of Event which Requires Filing ofthis Statement)
`
`Ifthe filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this
`Schedule 13D, and is filing this schedule because of Rule 13d-1 (e), 13d-1(1) or 13d-l (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 remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the
`subject class of securities, and for any subsequent amendment containing information which would alter disclosures
`provided in a prior cover page.
`
`The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18
`ofthe Securities Exchange Act of 1934 or otherwise subject to the liabilities ofthat section ofthe Act but shall be subject to
`all other provisions ofthe Act (however, see the Notes).
`
`Page 1 of2l
`
`VIRNETX EXHIBIT 2054
`
`Mangrove V. VimetX
`Trial lPR20 l 5 -O 1047
`
`VIRNETX EXHIBIT 2054
`Mangrove v. VirnetX
`Trial IPR2015-01047
`
`Page 1 of 21
`
`

`
`NAMES OF REPORTING PERSONS
`
`I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
`
`The Mangrove Partners Master Fund, Ltd.
`
`CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
`
`(3)
`(b)
`
`PC]
`[I
`
`SEC USE ONLY
`
`SOURCE OF FUNDS
`
`WC
`
`CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
`2(6)
`[ I
`
`CITIZENSHIP OR PLACE OF ORGANIZATION
`
`Cayman Islands
`
`NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
`
`7.
`
`SOLE VOTING POWER
`
`0
`
`SHARED VOTING POWER
`
`2,5 80 ,9 8 6
`
`SOLE DISPO STTIVE POWER
`
`0
`
`SHARED DISPO SITIVE POWER
`
`2,5 80 ,9 86
`
`AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
`
`2,5 80 ,9 86
`
`CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (1 I)
`EXCLUDES CERTAIN SHARES []
`
`PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1 1)
`
`5.0%
`
`TYPE OF REPORTING PERSON
`
`Page 2 of 21
`
`

`
`Page 3 of 21
`
`

`
`NAMES OF REPORTING PERSONS
`
`I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (EN'TITIES ONLY)
`
`The Mangrove Partners Fund, L.P.
`
`CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
`
`(21)
`(b)
`
`[X]
`[I
`
`SEC USE ONLY
`
`SOURCE OF FUNDS
`
`AF
`
`CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
`2(6)
`[ I
`
`CITIZENSHIP OR PLACE OF ORGANIZATION
`
`Delaware
`
`NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
`
`7.
`
`SOLE VOTING POWER
`
`0
`
`SHARED VOTING POWER
`
`2,5 80 ,9 8 6
`
`SOLE DISPOSTTIVE POWER
`
`0
`
`SHARED DISPO SITIVE POWER
`
`2,580,986
`
`AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
`
`2,580,986
`
`CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (1 I)
`EXCLUDES CERTAIN SHARES []
`
`PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1 I)
`
`5.0%
`
`TYPE OF REPORTING PERSON
`
`Page 4 of 21
`
`

`
`Page 5 of 21
`
`

`
`NAMES OF REPORTING PERSONS
`
`I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENIITIES ONLY)
`
`The Mangrove Partners Fund (Cayman), Ltd.
`
`CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
`
`(8)
`(b)
`
`[X]
`[I
`
`SEC USE ONLY
`
`SOURCE OF FUNDS
`
`AF
`
`CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
`2(6)
`[ I
`
`CITIZENSHIP OR PLACE OF ORGANIZATION
`
`Cayman Islands
`
`NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
`
`7.
`
`SOLE VOTING POWER
`
`0
`
`SHARED VOTING POWER
`
`2,5 80 ,9 8 6
`
`SOLE DISPOSITIVE POWER
`
`0
`
`SHARED DISPOSITIVE POWER
`
`2,580,986
`
`AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
`
`2,580,986
`
`CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (1 1)
`EXCLUDES CERTAIN SHARES []
`
`PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1 1)
`
`5.0%
`
`TYPE OF REPORTING PERSON
`
`Page 6 of 21
`
`

`
`Page 7 of 21
`
`

`
`NAMES OF REPORTING PERSONS
`
`I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
`
`Mangrove Partners
`
`CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
`
`(21)
`(b)
`
`[X]
`[I
`
`SEC USE ONLY
`
`SOURCE OF FUNDS
`
`AF
`
`CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
`2(6)
`[ I
`
`CITIZENSHIP OR PLACE OF ORGANIZATION
`
`Cayman Islands
`
`NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
`
`7.
`
`SOLE VOTING POWER
`
`0
`
`SHARED VOTING POWER
`
`2,580,986
`
`SOLE DISPOSITIVE POWER
`
`0
`
`SHARED DISPOSITIVE POWER
`
`2,580,986
`
`AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
`
`2,5 80,986
`
`CHECK BOX IF THE AGGREGATE AMOUNT IN Row (1 1)
`EXCLUDES CERTAIN SHARES []
`
`PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1 1)
`
`5.0%
`
`TYPE OF REPORTING PERSON
`
`Page 8 of 21
`
`

`
`Page 9 of 21
`
`

`
`NAMES OF REPORTING PERSONS
`
`I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS GENTITIES ONLY)
`
`Mangrove Capital
`
`CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
`
`(3)
`(b)
`
`[X]
`[I
`
`SEC USE ONLY
`
`SOURCE OF FUNDS
`
`AF
`
`CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
`2(6)
`I ]
`
`CITIZENSHIP OR PLACE OF ORGANIZATION
`
`Cayman Islands
`
`NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
`
`7.
`
`SOLE VOTING POWER
`
`0
`
`SHARED VOTING POWER
`
`2 ,5 80,9 8 6
`
`SOLE DISPOSITIVE POWER
`
`0
`
`SHARED DISPO SITIVE POWER
`
`2 ,5 80,9 8 6
`
`AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
`
`2 ,5 80 ,9 8 6
`
`CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (1 1)
`EXCLUDES CERTAIN SHARES []
`
`PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1 1)
`
`5.0%
`
`TYPE OF REPORTING PERSON
`
`Page 10 of 21
`
`

`
`Page 11 of 21
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`

`
`NAMES OF REPORTING PERSONS
`
`I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS GENTITIES ONLY)
`
`Nathaniel August
`
`CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
`
`(3)
`(b)
`
`[X]
`[ I
`
`SEC USE ONLY
`
`SOURCE OF FUNDS
`
`AF
`
`CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
`2(6)
`[]
`
`CITIZENSHIP OR PLACE OF ORGANIZATION
`
`United States
`
`NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
`
`7.
`
`SOLE VOTING POWER
`
`0
`
`SHARED VOTING POWER
`
`2 ,5 80 ,9 8 6
`
`SOLE DISPOSITIVE POWER
`
`0
`
`SHARED DISPO SITIVE POWER
`
`2 ,5 80 ,9 8 6
`
`AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
`
`2 ,5 80,9 8 6
`
`CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (1 1)
`EXCLUDES CERTAIN SHARES []
`
`PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (1 1)
`
`5.0%
`
`TYPE OF REPORTING PERSON
`
`Page 12 of 21
`
`

`
`Page 13 of 21
`
`

`
`The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D").
`
`Item 1.
`
`Security and Issuer.
`
`This statement relates to the Common Stock, $0.000l par value (the "Shares"), of RPX Corporation, a Delaware
`corporation (the "Issuer"). The address of the principal executive ofiices of the Issuer is One Market Plaza, Suite 800, San
`Francisco, California 94105.
`
`Item 2.
`
`Identity and Background.
`
`This statement is filed by The Mangrove Partners Master Fund, Ltd., a Cayman Islands exempted company
`(a)
`(the "Master Fund"), The Mangrove Partners Fund, L.P., a Delaware limited partnership (the "US Feeder"), The Mangrove
`Partners Fund (Cayman), Ltd., a Cayman Islands exempted company (the "Cayman Feeder"), Mangrove Partners, a Cayman
`Islands exempted company ("Mangrove Partners"), Mangrove Capital, a Cayman Islands exempted company ("Mangrove
`Capital"), and Nathaniel August. Each of the foregoing is referred to as a "Reporting Person" and collectively as the
`"Reporting Persons." Each ofthe Reporting Persons is party to that certain Joint Filing Agreement as fiirther described in Item
`6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
`
`As the two controlling shareholders of the Master Fund, each of the US Feeder and the Cayman Feeder may be
`deemed to beneficially own the Shares owned by the Master Fund. Mangrove Partners is the investment manager of each of
`the Master Fund, the US Feeder and the Cayman Feeder. Mangrove Capital is the general partner of the US Feeder. Mr.
`August is the director of each of Mangrove Partners and Mangrove Capital. By virtue of these relationships, each of
`Mangrove Partners, Mangrove Capital and Mr. August may be deemed to beneficially own the Shares owned by the Master
`Fund.
`
`The principal business address of the US Feeder, Mangrove Partners, Mangrove Capital and Nathaniel
`(b)
`August is 645 Madison Avenue, 14th Floor, New York, New York 10022. The principal business address of each of the
`Master Fund and the Cayman Feeder is c/0 Maples Corporate Services, Ltd., PO Box 309, Ugland House, South Church
`Street, George Town, Grand Cayman, Cayman Islands KY1-1104. The officers and directors of the Master Fund, the Cayman
`Feeder, Mangrove Partners and Mangrove Capital and, to the extent that such persons are not also Reporting Persons, their
`principal occupations and business addresses are set forth on Schedule A and incorporated by reference in this Item 2.
`
`The principal business of the Master Fund is acquiring, holding and disposing of investment securities. The
`(c)
`principal business of the US Feeder is investing in the Master Fund. The principal business of the Cayman Feeder is
`investing in the Master Fund. The principal business of Mangrove Partners is serving as the investment manager of each of
`the Master Fund, the US Feeder and the Cayman Feeder. The principal business of Mangrove Capital is serving as the
`general partner of the US Feeder. The principal occupation of Mr. August is serving as a director for each of Mangrove
`Partners and Mangrove Capital.
`
`No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years,
`(d)
`been convicted in a criminal proceeding (excluding traflic violations or similar misdemeanors).
`
`No Reporting Person, nor any person listed on Schedule A annexed hereto, has, during the last five years,
`(e)
`been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
`proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
`activities subject to, federal or state securities laws or finding any violation with respect to such laws.
`
`Each of the Master Fund, the Cayman Feeder, Mangrove Partners and Mangrove Capital is organized as a
`(f)
`limited liability exempted company under the laws of the Cayman Islands. The US Feeder is organized as a limited
`partnership under the laws ofthe State of Delaware. Nathaniel August is a citizen of the United States. The citizenship ofthe
`persons listed on Schedule A, who are not Reporting Persons, is set forth therein.
`
`Page 14 of 21
`
`

`
`Item 3.
`
`Source and Amount of Funds or Other Consideration.
`
`A total of approximately $27,385,283 was paid to acquire the securities reported as beneficially owned by the
`Master Fund. The funds used to purchase these securities were obtained from the general working capital ofthe Master Fund,
`including margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot
`determine whether any fi.1nds allocated to purchase such securities were obtained fiom any margin account borrowings.
`
`Item 4.
`
`Purpose of Transaction.
`
`The Reporting Persons purchased the securities of the Issuer reported herein based on their beliefthat such securities
`are undervalued and represent an attractive investment opportunity. Depending upon overall market conditions, other
`investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that
`would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease
`their respective positions in the Issuer through, among other things, the purchase or sale of securities ofthe Issuer on the open
`market or in private transactions or otherwise on such terms and at such times as the Reporting Persons may deem advisable
`and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Shares without affecting their
`beneficial ownership of Shares.
`
`On March 10, 2016, the Master Fund delivered a letter (the "Nomination Letter") to the Issuer nominating Nathaniel
`August, Gilbert Palter and Greg Share (the "Nominees") for election to the Board of Directors of the Issuer (the "Board") at
`the Issuers 2016 annual meeting of stockholders (the "Annual Meeting").
`
`On March 17, 2016, the Reporting Persons delivered a letter to the Board (the "Board Letter"), outlining the
`Reporting Persons’ perspective with respect to the performance and strategy of the Issuer. hr the Board Letter, the Reporting
`Persons detailed what they View as the failings of the Issuer that have resulted in the Issuers negative performance, including
`poor capital allocation, excessive employee compensation, wastefiil growth projects, stagnant core business growth, insular
`corporate governance and cash hoarding. The Reporting Persons also outlined ways in which they believe the Issuer can
`create significant stockholder value, including by reducing operating expenses, focusing on core business growth, improving
`corporate governance and returning cash to stockholders. A copy of the Board Letter is attached hereto as Exhibit 99.1 and
`is incorporated herein by reference.
`
`No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth
`in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection
`with completion of, or following, any of the actions discussed herein. The Reporting Persons may take positions regarding or
`make proposals with respect to, or with respect to potential changes in, the Issuers: operations, management, certificate of
`incorporation and bylaws, composition of the Board, ownership, capital or corporate structure, dividend policy, potential
`acquisitions or sales, businesses or assets, strategy and/or plans of the Issuer as a means of enhancing stockholder value. The
`Reporting Persons may change their intention with respect to any and all matters referred to in Item 4. The Reporting Persons
`intend to review their investment in the Issuer on an ongoing basis and may from time to time in the firture express their
`views to and/or meet with management, the Board, other stockholders or third parties, including, potential acquirers, service
`providers and financing sources, and/or may fonnulate plans or proposals regarding the Issuer, its assets or its securities. Such
`possible plans or proposals may include one or more plans or proposals that relate to or would result in one or more of the
`changes referred to herein, or any ofthe matters set forth in subparagraphs (a) - (i) ofItem 4 of Schedule 13D.
`
`Item 5.
`
`Interest in Securities of the Issuer.
`
`The aggregate percentage of Shares reported owned by each person named herein is based upon 51,603,872
`(a)
`Shares outstanding, which is the total number of Shares outstanding as reported in the Issuers Annual Report filed on Form
`10-K with the Securities and Exchange Commission (the "SEC") on February 26, 2016.
`
`As of the date hereof, the Master Fund owned directly 2,580,986 Shares, constituting approximately 5.0% of the
`Shares outstanding. By virtue of their respective relationships with the Master Fund discussed in fi.1rther detail in Item 2, each
`of the US Feeder, the Cayman Feeder, Mangrove Partners, Mangrove Capital and Mr. August may be deemed to beneficially
`own the Shares owned directly by the Master Fund.
`
`Each Reporting Person, as a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)
`
`Page 15 of 21
`
`

`
`(3) ofthe Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner ofthe Shares directly owned by
`the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his
`or its pecuniary interest therein.
`
`Page 16 of 21
`
`

`
`Each of the Master Fund, the US Feeder, the Cayman Feeder, Mangrove Partners, Mangrove Capital and Mr.
`(b)
`August has shared voting and dispositive power over the Shares owned directly by the Master Fund.
`
`Schedule B annexed hereto lists all transactions in securities of the Issuer during the past 60 days by the
`(c)
`Reporting Persons.
`
`No person other than the Reporting Persons is known to have the right to receive, or the power to direct the
`(d)
`receipt of dividends from, or proceeds from the sale of, the Shares.
`
`(e)
`
`Not applicable.
`
`Item 6.
`
`Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
`
`On March 17, 2016, the Reporting Persons entered into a Joint Filing Agreement (the "Joint Filing Agreement"), in
`which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect
`to the securities ofthe Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as Exhibit 99.2
`hereto and is incorporated herein by reference.
`
`The Master Fund has signed letter agreements with each ofthe Nominees, pursuant to which the Master Fund agreed
`to indemnify each of the Nominees against claims arising from the solicitation of proxies from the Issuer's stockholders in
`connection with the Annual Meeting and any related transactions. A form of indemnification letter agreement is attached as
`Exhibit 99.3 hereto and incorporated herein by reference.
`
`The Master Fund has signed compensation letter agreements with each of Messrs. Palter and Share, pursuant to
`which the Master Fund has agreed to compensate each of Messrs. Palter and Share (i) upon submission of the Nomination
`Letter and (ii) upon the earliest of (a) the filing of a definitive proxy statement with the SEC relating to a solicitation of
`proxies in favor of such Nominee's election as a director of the Issuer, (b) the Issuer nominating such Nominee as a director of
`the Issuer, and (c) such Nominee joining the Board. Pursuant to the compensation letter agreements, each of Messrs. Palter
`and Share has agreed to use such compensation to acquire securities of the Issuer (the "Nominee Shares") as set forth therein.
`Ifelected or appointed to serve as a director of the Issuer, each of Messrs. Palter and Share has agreed not to sell, transfer or
`otherwise dispose of any Nominee Shares within two (2) years of his election or appointment as a director, subject to certain
`exceptions. A form of compensation letter agreement is attached as Exhibit 99.4 hereto and incorporated herein by reference.
`
`Other than as described herein, there are no contracts, arrangements, understandings or relationships among the
`Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
`
`Item 7.
`
`Material to be Filed as Exhibits.
`
`99.1
`
`Letter to the Issuers Board of Directors, dated March 17, 2016.
`
`Joint Filing Agreement, dated March 17, 2016, by and among The Mangrove Partners Master Fund, Ltd.,
`99.2
`The Mangrove Partners Fund, L.P., The Mangrove Partners Fund (Cayman), Ltd., Mangrove Partners, Mangrove Capital and
`Nathaniel August.
`
`993
`
`Form of Indemnification Letter Agreement.
`
`99.4
`
`Form of Compensation Letter Agreement.
`
`Page 17 of 21
`
`

`
`SIGNATURES
`
`Afier reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the
`information with respect to it set forth in this statement is true, complete, and correct.
`
`Dated:
`
`March 17, 2016
`
`THE MANGROVE PARTNERS MASTER FUND, LTD.
`
`By: MANGROVE PARTNERS,
`as Investment Manager
`
`By:
`
`/s/ Nathaniel August
`
`Name:
`Title:
`
`Nathaniel August
`Director
`
`THE MANGROVE PARTNERS FUND, L.P.
`
`By: MANGROVE CAPITAL,
`as General Partner
`
`By:
`
`/s/ Nathaniel August
`
`Name:
`Title:
`
`Nathaniel August
`Director
`
`THE MANGROVE PARTNERS FUND (CAYMAN), LTD.
`
`By: MANGROVE PARTNERS,
`as Investment Manager
`
`By:
`
`/s/ Nathaniel August
`
`Name:
`Title:
`
`Nathaniel August
`Director
`
`MANGROVE PARTNERS
`
`By:
`
`/s/ Nathaniel August
`
`Name:
`Title:
`
`Nathaniel August
`Director
`
`MANGROVE CAPITAL
`
`By:
`
`/s/ Nathaniel August
`
`Name:
`Title:
`
`Nathaniel August
`Director
`
`/s/ Nathaniel August
`NATHANIEL AUGUST
`
`Page 18 of 21
`
`

`
`Page 19 of 21
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`

`
`SCHEDULE A
`
`Directors and Officers of each of The Mangrove Partners Master Fund, Ltd.
`and The Mangrove Partners Fund (Cayman), Ltd.
`
`Name and Position Principal Occupation
`
`Principal Business Address
`
`Citizenship
`
`Nathaniel August *
`Director
`
`David Bree
`Director
`
`Mr. Bree is an employee of DMS Ofishore Investment Services
`dms Management Ltd., a
`dms House, 20 Genesis Close
`company that provides
`George Town
`administrative services to
`P.O. Box 314
`
`Cayman Islands private
`investment companies.
`
`Grand Cayman KY1-1 104
`Cayman Islands
`
`Kevin Phillip
`Director
`
`Mr. Phillip is an employee of DMS Offshore Investment Services
`dms Management Ltd., a
`dms House, 20 Genesis Close
`company that provides
`George Town
`administrative services to
`P.O. Box 314
`
`Cayman Islands private
`investment companies.
`
`Grand Cayman KY1-1 104
`Cayman Islands
`
`Cayman Islands
`
`Trinidad and Tobago
`
`Directors and Oflicers of each of Mangrove Partners and Mangrove Capital
`
`Name and Position Principal Occupation
`
`Principal Business Address
`
`Citizenship
`
`Nathaniel August *
`Director
`
`* Mr. August is a Reporting Person and, as such, his information called for by Item 2 of Schedule 13D is set forth therein.
`
`Page 20 of 21
`
`

`
`SCHEDULE B
`
`Transactions of the Reporting Persons Effected During the Past 60 Days
`
`Date of Purchase/Sale
`
`Shares of Common Stock Purchased/(Sold)
`
`Price Per Share ($)
`
`The Mangrove Partners Master Fund, Ltd.
`
`1/14/2016
`1/19/2016
`1/20/2016
`2/10/2016
`2/10/2016
`2/10/2016
`2/10/2016
`2/10/2016
`2/11/2016
`2/12/2016
`2/24/2016
`2/26/2016
`2/29/2016
`3/2/2016
`3/11/2016
`3/14/2016
`
`2,100
`18,937
`12,009
`312,500
`725,000
`50,000
`312,500
`100,000
`200,000
`33,514
`71,326
`5,899
`6,600
`100,000
`47,864
`66,000
`
`10.2369
`10.2905
`10.1514
`9.8428
`98428
`9.7141
`98428
`98428
`9.3834
`93958
`9.7689
`96989
`9.8862
`10.4757
`10.6339
`10.7862
`
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