SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Forgent Networks, Inc.
-------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-------------------------------------------------
(Title of Class of Securities)
34629U103
---------------------------------------
(CUSIP Number)
RED OAK PARTNERS, LLC
654 Broadway, Suite 5
New York, NY 10012
Attention: David Sandberg
Telephone: (212) 614-8952
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 29, 2009
-------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [X].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section 240.13d-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 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes.)
Page 1 of 9 pages
CUSIP No.: 34629U103
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Red Oak Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 2,285,796
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 2,285,796
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,285,796
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.35%**
14 TYPE OF REPORTING PERSON
OO
_________________________________
** Based on 31,111,278 shares of common stock of Forgent Networks, Inc.
outstanding at March 11, 2009, as reported in Forgent Networks, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended January 31, 2009 filed with
the Securities and Exchange Commission on March 13, 2009.
Page 2 of 9 pages
CUSIP No.: 34629U103
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Red Oak Fund, LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 812,177
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 812,177
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
812,177
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.61%**
14 TYPE OF REPORTING PERSON
PN
Page 3 of 9 pages
CUSIP No.: 34629U103
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Pinnacle Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 946,950
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 946,950
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
946,950
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.05%**
14 TYPE OF REPORTING PERSON
OO
Page 4 of 9 pages
CUSIP No.: 34629U103
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Pinnacle Fund, LLLP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 946,950
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 946,950
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
946,950
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.05%**
14 TYPE OF REPORTING PERSON
PN
Page 5 of 9 pages
CUSIP No.: 34629U103
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Bear Market Opportunity Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 526,669
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 526,669
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
526,669
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.69%**
14 TYPE OF REPORTING PERSON
PN
Page 6 of 9 pages
CUSIP No.: 34629U103
1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David Sandberg
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER - 2,285,796
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER - 2,285,796
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,285,796
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.35%**
14 TYPE OF REPORTING PERSON
IN
Page 7 of 9 pages
ITEM 4. Purpose of Transaction.
Item 4 as previously filed is amended by adding the following
language:
On May 28th, Pinnacle Partners sent a letter, attached as Exhibit A, to Asure
Software's ("ASUR") Board of Directors, listing its slate of Board nominees.
Included with the letter was a copy of a stock certificate, attached as
Exhibit B, for part of Pinnacle's ASUR holdings. Also included were the
nominees' biographies, attached as Exhibit C, along with their letters of
consent, attached as Exhibit D.
ITEM 7. Material to be Filed as Exhibits.
Item 7 is hereby amended to add the following exhibits:
Exhibit A: Letter to Board of Directors
Exhibit B: Stock Certificate
Exhibit C: Nominees' Backgrounds
Exhibit D: Nominees' Consent Forms
Page 8 of 9 pages
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: May 29, 2009
/s/ David Sandberg
- -------------------------
David Sandberg
Red Oak Partners LLC
By: /s/ David Sandberg
-------------------------------
David Sandberg, Managing Member
Pinnacle Partners, LLP
By: Red Oak Partners LLC, its general partner
By: /s/ David Sandberg
-------------------------------
David Sandberg, Managing Member
The Red Oak Fund, L.P.
By: Red Oak Partners LLC, its general partner
By: /s/ David Sandberg
-------------------------------
David Sandberg, Managing Member
Pinnacle Fund, LLLP
By: Pinnacle Partners, LLC, its general partner
By: Red Oak Partners LLC, its general partner
By: /s/ David Sandberg
-------------------------------
David Sandberg, Managing Member
Bear Market Opportunity Fund, L.P.
By: Red Oak Partners, LLC, its investment advisor
By: /s/ David Sandberg
-------------------------------
David Sandberg, Managing Member
Page 9 of 9 pages
PINNACLE PARTNERS, LLC
654 Broadway, Suite 5 | New York, New York 10012
Telephone (212) 614-8952 | Facsimile (646) 390-6784
May 28, 2009
Asure Software
108 Wild Basin Road
Austin, TX 78746
Attention: Corporate Secretary
Re: Director Nominations
Dear Corporate Secretary:
We are sending you this notice that we intend to nominate six directors for
election to the Company's board of directors at the upcoming annual meeting -
Cornelius Ferris, Pat Goepel, Robert Graham, Adrian Pertierra, David Sandberg,
and Jeffrey Vogel to be nominated for election for the Director class that
expires in 2009. We intend to deliver a proxy statement and form of proxy to
holders of at least the percentage of the Common Stock required under
applicable law to elect our nominees.
Stockholder who intends to make the nominations:
The Pinnacle Fund, LLLP
Address: 32065 Castle Court, Suite 100, Evergreen, CO 80439-3501
The Pinnacle Fund, LLLP ("Pinnacle Fund") is the registered holder of 500,000
shares of common stock of Asure Software ("ASUR", "Forgent Networks" or the
"Company"), a Delaware corporation and beneficially owns 946,950 shares of the
common stock of ASUR. The Red Oak Fund, L.P. ("RO Fund") beneficially owns
812,177 shares of common stock of ASUR. The RO Fund also manages the Bear
Market Opportunity Fund ("Bear Fund") which beneficially owns 526,669 shares
of the common stock of ASUR. Red Oak Partners, LLC ("RO Partners") is the
general partner of RO Fund and altogether, RO Partners may be deemed to
beneficially own 2,285,796 shares of the common stock of ASUR, representing
7.3% of the common stock outstanding as of March 11, 2009 as reported by ASUR.
Based on the number of shares outstanding as of that reporting date, RO Fund
is the Company's largest shareholder. David Sandberg is the managing member
of RO Partners, such that RO Partners, the RO Fund, and David Sandberg have
shared power to vote or direct the vote of, or to dispose or direct the
disposition of the 946,950 shares of common stock held by Pinnacle Fund.
Pinnacle Fund intends to appear in person through its representatives or by
proxy at the meeting to nominate the persons specified in this notice.
Information on each Nominee:
Cornelius (Neil) Ferris
Residence Address: 59 Presidential Drive, Southborough, MA 01772
Business Consultant
Pat Goepel
Residence Address: 16 Abbottswood Drive, Sudbury, Mass. 01776
Group COO, Patersons Global Payroll and HR
Robert (Bob) Graham
Residence Address: 400 Panamint Road, Reno, NV 89521
Manager, Ridge Partners LLC
David Sandberg
Business Address: 654 Broadway, Suite 5, New York, NY 10012
Residence Address: 121 Hillair Circle, White Plains, NY 10605
Managing Member and Portfolio Manager, Red Oak Partners, LLC
Adrian Pertierra
Business Address: 654 Broadway, Suite 5, New York, NY 10012
Residence Address: 222 East 19th St., Apt. 4E, New York, NY 10003
Senior Analyst, Red Oak Partners, LLC
Jeffrey Vogel
Residence Address: 319 Blackstone blvd, Providence RI 02906
Partner, Liberty Capital
RO Partners manages the investments of, and has the authority to make
investment decisions on behalf of, Bear Market Opportunity Fund, L.P. White
Peaks Holdings LLC, and Red Oak Partners, LLC are both managers of Pinnacle
Partners, LLC, the general partner of Pinnacle Fund, LLLP. White Peaks
Holdings, LLC and Red Oak Partners LLC are both managers of Pinnacle Capital,
LLC, the investment advisor of Pinnacle Fund, LLLP. Red Oak Partners, LLC, as
manager of the Pinnacle Capital, LLC, has authority to make investment
decisions on behalf of Pinnacle Fund, LLLP.
Attached in Exhibit A is a true and correct copy of the DTC report, serving as
documentary evidence that Pinnacle Fund, LLLP is a holder of record of 500,000
shares of Forgent Networks as of May 15, 2009.
Of the nominees, Mr. Sandberg beneficially owns or controls 2,285,796 common
shares through his affiliation with RO Partners, Mr. Graham directly owns
82,275 common shares and beneficially controls 746,829 common shares through
Global Accelerator, Mr. Goepel beneficially owns or controls 87,785 common
-2-
shares and Mr. Vogel owns 25,000 common shares. Mr. Pertierra works for RO
Partners which owns or controls 2,285,796 common shares of ASUR securities and
Mr. Ferris does not own any ASUR securities.
None of the proposed nominees has during the past five years (1) filed a
petition under federal bankruptcy laws or any state insolvency law, (2) been
convicted in a criminal proceeding or been a named subject of a criminal
proceeding (excluding traffic violations and other minor offices), (3) been
found by any court or competent jurisdiction to have violated any federal or
state securities law or federal commodities law, or (4) been the subject of
any order, judgment or decree limiting him from engaging in any type of
business practice or in any activity in connection with the purchase or sale
of any security or commodity. There is no arrangement or understanding anong
any of the nominees named in this letter other than their agreement to serve
if elected. All nominees meet the qualifications for an "independent" director
under the standards of the NASDAQ Stock Exchange. None of the proposed
nominees has engaged in any transactions with the Company during the most
recently ended fiscal year or the current fiscal year, except as follows: At
the time Iemployee was acquired by Asure in Asure's fiscal 2008, Bob Graham
owned approximately 8.6% of Iemployee and received Asure stock and cash for
his Iemployee shares. Additionally, Pat Goepel - through his A.P.P.D
investment vehicle - owned less than 2% of Iemployee at the time of that
transaction and received both ASUR stock and cash in that transaction.
Attached as Exhibit B is a description of the principal occupation or
employment of each nominee during the past five years. Also attached as
Exhibit C is the consent of each nominee to serve as a director if so elected.
Our representative will appear in person at the meeting to nominate our
nominees.
Kind Regards,
THE PINNACLE FUND, LLLP
By: PINNACLE PARTNERS LLC,
its general partner
By: ______________________________
David Sandberg, Managing Member
-3-
Exhibit
99
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O 0000001900-000484
|
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|
P T
S P A R T I C I P A N T D M A / D M D R E P O
R T ( D R ’ S ) 05 / 15 / 09
|
|||||
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PART
NAME: JEFFERIES
|
PART NO: 0019
|
MAILED
BY: AMERICAN STOCK TRANS
|
PAGE:
001
|
||
|
SCL
ID: 913484300101501
|
CUSIP: 34629U103
|
DESCRIPTION:
FORGENTNETWKSINC-
|
|||
|
BROKER
REFERENCE: 4310038718
|
RETURN
CODE: 00
|
||||
|
ACCT:
|
CORR
NAME: 0
|
||||
|
SHARE
QUANTITY:
|
500,000.00000
|
ISSUE
DATE: 05/15/09
|
MAIL
DATE:
05/15/09
|
||
|
DRS
TRANS ID
|
NUM
|
DENOM
|
CERTIFICATE
#
|
NUM
|
DENOM
|
|
BK*
00000070
|
001
/
|
500,000.00000
|
|
ASSIGNMENT
(NAME + ADDRESS)
|
THIRD
PARTY ADDRESS
|
|
OINNACLE
FUND LLLP
32065
CASTLE COURT
SUITE
100
EVERGREEN
CO 80439-3501
|
|
|
ITEM
CHARGE: 000.00 OTHER
CHARGE: 000.00
|
EXHIBIT B DIRECTOR NOMINEE BIOGRAPHIES NEIL FERRIS, 63, is an active advisor and executive consultant to technology companies and venture capital investors and has been engaged in such as his principal activity for the last 5 years. Prior to his current assignments, he was CEO of Giganet, a storage networking company which he sold to Emulex for $650 million. His previous CEO roles included Open Data which was sold to a private company and Fluent, a multimedia software company, which was sold to Novell. Mr. Ferrris was part of the founding team and vice president of Apollo Computer, which enjoyed a successful IPO and was sold to HP. For almost ten years, Mr. Ferris held senior management positions with Data General where he joined shortly after formation. He is also a board member of Enfora, Intersense, and BTI Systems corporations. Mr. Ferris holds MBA and BS degrees from Northeastern University. BOB GRAHAM, 60, has been a Partner at Ridge Partners LLC, a consulting and investment firm, since 2002. He is also the Senior Technology Advisor to Cascadia Capital, a mid market M&A firm. In addition, Mr. Graham is the Manager of Global Accelerator LLC, a Fund that originally invested in iEmployee that still holds shares in ASUR. Previously, Mr. Mr. Graham started as an IT Professional and progressed to key executive roles including Group Manager at Digital Equipment Corporation, Executive Vice President and Division President at Sun Microsystems. He was a Co-Founder and Chief Operating Officer at Manufacturer's Services Limited, the Chairman & CEO of Ridge Technologies, and a President at Adaptec. Mr. Graham was also instrumental in the founding and exit of a number of technology companies including Crag Systems and iEmployee where he served on the Board of Directors prior to its acquisition by ASUR. He presently serves on the Boards of Global Accelerator Management and 54th Street Systems. PAT GOEPEL, 47, has over 20 years of progressive leadership positions in the HR outsourcing industry. A frequent speaker and industry expert, Pat currently serves as the COO of Patersons Global Payroll and HR. Previously, he was the President and CEO of Fidelity Investment's HR Services Division from 2006-2008 and served as the Executive Vice President of Business Development and US Operations at Ceridian until 2005. A former board member of Iemployee, he currently serves on the Boards of Patersons and Allover Media. ADRIAN PERTIERRA, 37, is the Senior Analyst at Red Oak Partners, LLC, a NY-based hedge fund. Prior to joining Red Oak in 2007, Mr. Pertierra served as Vice President of Global Markets at Deutsche Bank Alternative Trading. From 2006-2007 Mr. Pertierra worked at Tradition Asiel Securities, Inc.Previously, Mr. Pertierra served as the Vice President of Institutional Equity Sales and Trading at BGC Partners, LP, from 2002-2006. Mr. Pertierra received a BA in Economics from the College of Holy Cross. DAVID SANDBERG, 36, is a managing member, founder, and portfolio manager of Red Oak Partners, LLC, a NY-based hedge fund, since its March 2003 inception. Previously, Mr. Sandberg co-managed JH Whitney & Co's Green River Fund from 1998-2002. Mr. Sandberg received a BA in Economics and a BS in Industrial Management from Carnegie Mellon University. He presently serves on the Board of SMTC Corp. JEFFREY VOGEL, 41, has 20 years experience in operating, financing, and advising companies - primarily high-tech software companies. Since 2008 Jeff has been a Partner with Liberty Capital Partners. Previously (in 2001), Jeff co-founded Velocity Equity Partners, a $50 million early stage technology fund, where he remained until 2007. Prior to co-founding Velocity, Jeff was Chief Technology Officer and Vice President of Research and Development for eBusiness Technologies, a leader in XML Content Management Systems, where he led a team of 100 software professionals. In 1989, Jeff co-founded Electronic Book Technologies (EBT), a pioneer in SGML and XML information systems. At EBT Jeff led R&D until 1996 when he helped sell the company to Inso, a publicly traded company. From 1996 to 1998, Jeff was Vice President of Engineering at Inso's Electronic Publishing Solutions business unit and was also very active in the company's corporate development activities where he helped acquire and integrate a half dozen acquisitions. Jeff graduated from Brown University in 1990 with degrees in Economics and Computer Science. Jeff serves on the Boards of Dynadec, Rent Marketer, BEZ, and Dynadec.
EXHIBIT C CONSENTS OF NOMINEES From: neilaferris@gmail.com [mailto:neilaferris@gmail.com] Sent: Tuesday, May 26, 2009 4:48 PM To: David Sandberg Subject: Consent David I hereby consent to being nominated and to serving on the Board of Directors of Asure Software is so elected" Neil ferris Sent from my Verizon Wireless BlackBerry - ----------------------------------------------------------------------------- From: Bob Graham [mailto:BGraham@ridgellc.com] Sent: Tuesday, May 19, 2009 2:49 PM To: David Sandberg Subject: Board Nomination You have my consent to nominate me to the Board of ASUR and if elected I will serve. I am a share holder in the company and as the Managing Partner of Global Accelerator, LLC will represent their interests in the company. Having been involved with the company since the original funding of iEmployee I believe I can help the firm be successful and profitable. Bob Graham 408-391-7473 - ----------------------------------------------------------------------------- From: Pat Goepel [mailto:patgoepel@msn.com] Sent: Tuesday, May 26, 2009 6:22 PM To: David Sandberg Subject: consent David, I consent to be nominated and if elected will serve as a Board member of ASUR. Sincerely, Pat Goepel Group COO Patersons Global Payroll and HR 508 726 4663 - ----------------------------------------------------------------------------- From: apertierra@redoakpartners.com Sent: Wednesday, May 27, 2009 2:36 PM To: David Sandberg Subject: ASUR Board I hereby consent to being nominated and to serving as a Director of ASUR's Board of Directors if so elected. Adrian Pertierra - ----------------------------------------------------------------------------- From: David Sandberg Sent: Monday, May 11, 2009 10:58 AM To: David Sandberg; apertierra@redoakpartners.com Subject: consent I hereby consent to being nominated and to serving if so elected to the Board of Directors of Asure Software. David David Sandberg Portfolio Manager Red Oak Partners, LLC dsandberg@redoakpartners.com (212) 614-8952 direct (646) 773-6277 cell (646) 390-6784 fax 654 Broadway, Suite 5 New York , NY 10012 - ----------------------------------------------------------------------------- From: Jeffrey Vogel [mailto:jvogel@libertycapitalpartners.com] Sent: Thursday, May 21, 2009 8:49 PM To: David Sandberg Subject: ASUR Dear David, I hereby consent to being nominated and serving on the board of Asure Software if so elected. Yours truly, Jeffrey Vogel