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

Page 18 of 24 – SEC Filing

E.	Dialectic GP

(a)

Dialectic GP, as the general partner 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 GP 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.

F.	Mr. Eastwood

(a)

Mr. Eastwood, as a managing partner to Dialectic Capital, 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)

Mr. Eastwood 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.

G.	Mr. Fichthorn

(a)

Mr. Fichthorn, as a managing partner to Dialectic Capital, 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)

Mr. Fichthorn 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.

H.	Mr. Daniels

(a)

As of the close of business on June 1, 2016, Mr. Daniels did not own any Shares.

Percentage: 0%

(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. Daniels has not entered into any transactions in the Shares during the past sixty (60) days.