Indication of Interest

In order to be considered eligible to receive a potential exemption from the Rights Plan ownership limitation, you must submit a written Indication of Interest to the Company no later than five trading days prior to the date on which you desire to purchase shares. This written Indication of Interest should be sent by electronic mail directly to the Company's Chief Financial Officer at the following address:

John Nolan
Chief Financial Officer
Determine, Inc.
c/o ir@determine.com

Please note that the Indication of Interest should include the following information:

  • The name and address of the stockholder
  • The number of additional shares the stockholder desires to purchase
  • The number of shares beneficially owned by the stockholder (together with its "affiliates" and "associates" (as defined in the Rights Plan) on the date of the Indication of Interest
  • The name of the party for whose economic benefit are the shares being purchased
Process for Allocating the Right to Purchase Additional Shares

Upon receipt of Indications of Interest, the independent Board committee will determine, in the exercise of its business judgment, whether and on what terms to grant limited exemptions from the Rights Plan, and will use its reasonable efforts to provide its response within the five day period.

The independent Board committee may grant exemptions based upon, among other factors: (i) the aggregate level of interest in buying shares above plan limits; (ii) the resulting impact of the purchases on the Company's NOLs; and (iii) the desire to treat all stockholders in a fair and equitable manner and to maximize long-term stockholder value. The Company anticipates that any exemptions would provide for the purchase of additional shares for a three month period after the date of the grant of the exemption, or such other period as determined by the independent Board committee.

Please note that any exemptions may be conditioned upon obtaining appropriate representations, warranties, and covenants to ensure compliance with applicable law and to protect the interests of all stockholders and note that at the time the exemptions (if any) are granted, the Company may provide additional public disclosure.