Covisint Corp (COVS): Dialectic Capital Nominates 5 Board Members, Expresses Fear Over Company’s Direction

Page 17 of 24 – SEC Filing

B.

DOF

(a)

As the close of business on June 1, 2016, DOF beneficially owned 943,400 Shares.

Percentage: Approximately 2.3%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 943,400

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 943,400

(c)

The transactions in the Shares by DOF during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.

C.

DAP

(a)

As the close of business on June 1, 2016, DAP beneficially owned 1,011,288 Shares.

Percentage: Approximately 2.5%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 1,011,288

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 1,011,288

(c)

The transactions in the Shares by DAP during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.

D.	Dialectic Capital

(a)

Dialectic Capital as the investment manager to each of Dialectic Capital Partners, DAP and DOF, may be deemed the beneficial owner of the (i) 255,800 Shares owned by Dialectic Capital Partners, (ii) 943,400 Shares owned by DOF and (iii) 1,011,288 Shares owned by DAP.

Percentage: Approximately 5.5%

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 2,210,488

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 2,210,488

(c)

Dialectic Capital has not entered into any transactions in the Shares during the past sixty (60) days. The transactions in the Shares on behalf of each of Dialectic Capital Partners, DOF and DAP during the past sixty (60) days are set forth in Schedule B and are incorporated herein by reference.