13D Filing: Dialectic Capital Management and Covisint Corp (COVS)

B.

DOF

(a)

As of the close of business on April 19, 2017, DOF beneficially owned 1,096,800 Shares.

Percentage: Approximately 2.7%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,096,800 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,096,800

(c)

The transactions in the Shares by DOF since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

C.

DAP

(a)

As of the close of business on April 19, 2017, DAP beneficially owned 1,311,200 Shares.

Percentage: Approximately 3.2%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,311,200 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,311,200

(c)

The transactions in the Shares by DAP since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

D.

BR Dialectic Capital

(a)

BR Dialectic Capital, as the investment manager to each of the Funds, may be deemed the beneficial owner of the (i) 292,000 Shares owned by Dialectic Capital Partners, (ii) 1,096,800 Shares owned by DOF and (iii) 1,311,200 Shares owned by DAP.

Percentage: Approximately 6.6%

(b)

1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,700,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,700,000

(c)

BR Dialectic Capital has not entered into any transactions in the Shares since the filing of Amendment No. 3 to the Schedule 13D. The transactions in the Shares on behalf of each of the Funds since the filing of Amendment No. 3 to the Schedule 13D are set forth in Schedule B and are incorporated herein by reference.

E.

Dialectic GP

(a)

Dialectic GP, as the general partner to each of the Funds, may be deemed the beneficial owner of the (i) 292,000 Shares owned by Dialectic Capital Partners, (ii) 1,096,800 Shares owned by DOF and (iii) 1,311,200 Shares owned by DAP.

Percentage: Approximately 6.6%