Eight insightful letters sent by roumell asset management - Snowball research - www.snowballresearch.com

Snowball Research – Special report
Roumell Asset Management: Letters
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www.snowballresearch.com
Introduction
Roumell Asset Management
In the past eleven years, Mr. Roumell has sent very few public letters to the Board and the CEO.
Nevertheless, the letters sent by Mr. Roumell are rich with insights gathered through field check
(“Scuttlebutt research”). It is apparent from his letters that he attends trade conference, speaks
with competitors and customers to gather information about the company’s business. In one of
his letters he wrote, “I personally sat in a commercial compressor distribution store to witness
first-hand the strength and persistency of the Company’s after-market business”.
In fact, his fund’s website has a dedicated page named “company visit” (very rare practice
among investment funds). You can see a few pictures taken during his field visit.
I’ve compiled the list of “interesting” excerpts from his letters. Also, the complete letters can be
found in the "exhibits" section.
The purpose of reading this? Readers can use it for “idea generation” and to improve their
research skills.
13F Portfolio, as on March 31, 2016
Ticker Company name
%
Ownership
% of
Portfolio
%
Change
RST Rosetta Stone Inc 5.16% 19.4% -11%
COVS Covisint Corp 5.01% 10.3% 9%
AAPL Apple Inc. 0.00% 9.8% 18%
SZMK Sizmek Inc 3.81% 8.4% -5%
PRTK Paratek Pharmaceuticals Inc 1.23% 8.4% 8%
LQDT Liquidity Services, Inc. 1.91% 7.7% 42%
SAND Sandstorm Gold Ltd 0.72% 7.7% -34%
DSPG DSP Group, Inc. 1.52% 7.7% 8%
DRA Diversified Real Asset Income Fund of Beneficial Interest No Data 7.0% 280%
JGH Nuveen Global High Income Fund of Beneficial Interest No Data 5.5% New
JQC Nuveen Credit Strategies Income Fund 0.17% 4.8% New
GDX Market Vectors Gold Miners ETF No Data 2.0% -16%
GSIT GSI Technology, Inc. 0.55% 1.3% New
 “Our research process is relentless and includes regular travel to see management teams, assets,
customers, and competitors firsthand.”
 “We typically do not get involved in situations where we do not have solid industry and/or
company contacts.”
Source: Fund website

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Excerpts from eight
letters

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01 | Covisint Corp
June 15, 2016
Upon returning from last week’s TU-Automotive Telematics conference in Novi, Michigan,
it is our belief that the company will warrant a significant premium to its current stock
price in a sale to a strategic buyer. Underscoring the company’s belief in the strength of its
Identity Management tools and its IoT platform, we confirmed that industry leaders,
partners and customers remain very positive in the platform’s capabilities. Industry
contacts who are deeply familiar with competing platforms – Telit, Aeris, PTC’s ThingWorx,
GE’s Predix and IBM’s Bluemix (the company’s chief competitor, as we understand, in last
year’s Jaguar Land Rover contract win) – indicate to us the superior depth, complexity and
sophistication of the company’s platform. A key industry participant said flatly that the
Covisint platform was the best platform among these leading IoT platforms. We spoke
directly to key customers who underscored their positive view of the platform’s
capabilities, including a major automobile manufacturer who expects to expand its
relationship with the company. We were also happy to learn that a major beverage
manufacturer appears to be a likely new portal customer.
Nonetheless, the primary reasons put forth for the lack of new subscription revenue were a
lack of brand awareness and insufficient marketing heft. Additionally, the 6 month delay in
introducing the company’s IoT platform, finally rolled out in January of 2016, appears to
have been a costly event. Competitors with less robust platforms are described as
possessing superior marketing and brand strength. In the absence of new subscription
revenue, we believe the company’s platform would be far better leveraged in the hands of a
stronger, better capitalized entity. Recent comparable transactions suggest a sales price
would likely be meaningfully higher than the current share price. To wit, in 2013, PTC
purchased the IoT platform, and Covisint competitor, ThingWorx for $112 million, plus a
possible earn-out of up to $18 million. ThingWorx was reported to have only $10 million in
revenue in the 12 months following the acquisition. Multiple industry contacts inform us
that the ThingWorx platform is two notches below Covisint’s platform’s capabilities.
May 18, 2016
To be clear, Covisint boasts some compelling attributes. First, the company’s technology
platform is strong and highly recognized in the automobile industry, underscored by long-
term contracts. Second, it possesses a highly recurring subscription revenue stream, with
95% renewal rates, coupled with gross margins now over 50%, thanks to the company’s
successful decision to outsource low-margin service work under the leadership of the
company’s Chairman, Mr. Sam Inman III. Nonetheless, while it is true that the company has

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effectively replaced the revenue of the healthcare business it exited two years ago, the
company has been unable to grow its subscription revenue sufficiently to justify its cost
structure as a public company. Given the very high retention rate of its current revenue
stream, we have little doubt that the company would be highly attractive to a strategic or
financial investor.

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02 | Rosetta Stone Inc.
June 22, 2015
Lexia now has eight consecutive quarters of double-digit year-over-year revenue growth
with mid-90% renewal rates. The company’s decision to combine Lexia Reading and K-12
language learning into Language Arts (LA), under the direction of proven education builder
Mr. Nick Gaehde, makes great sense. Our field checks indicate that Lexia is being very well
received in the marketplace and winning business as a result of its demonstrated efficacy
through measureable results and consequently becoming more widely known among
educators purchasing reading software. Lexia’s revenue has grown from $15 million at the
time of purchase to today’s $25 million run rate. Through discussions with knowledgeable
investors in the education space, we believe the LA segment itself, roughly $65 million in
revenue, is worth more than the company’s current enterprise value. M&A transactions in
the space are known to the board and don’t need to be reiterated here.
We were pleased to learn that the company does not view Fit Brains as core to its mission.
Given that Fit Brains’ revenue has grown from $2 million to $5 million, it is our belief that
selling it for at least its $12 million purchase price should be attainable and provide a nice
cash infusion.
In summary, we are very pleased with the Management team’s renewed focus on returning
RST to growth and profitability.

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03 | SeaChange International Inc.
January 28, 2015
Since Mr. Samit’s arrival, the company has clearly identified its pure OTT software offering,
RAVE, to the marketplace. We believe RAVE will build on its recent contract with BBC and
secure additional important customer wins this year. SeaChange’s OTT offering is differentiated
given its ability to not just stream content, but to also leverage the company’s video-on-demand
(VOD) expertise that enables consumers to easily access content libraries by combining
Adrenaline back-office software with Nitro’s front-end user interface.
We are impressed with SeaChange’s recent acquisition of Timeline Labs, introduced by Mr.
Samit. Timeline’s initiative with NewCoin augments the company’s OTT offering. NewCoin,
which partners with industry giants Univision, Tribune and Fox to address measurement
deficiencies in the local TV advertising market, leverages Timeline’s data gathering capabilities
and adds additional clarity to the logic behind that purchase. Non-linear, multi-screen viewing is
growing and local broadcasters need new tools to measure not just TV but the full viewing
audience in order to better monetize their content. Currently, broadcasters are concerned that
they are not being properly compensated for non-linear viewing, something NewCoin seeks to
address in conjunction with the analytics developed at Timeline. These announcements
underscore Mr. Samit’s vision to exploit SeaChange’s unique industry position and deep
industry contacts to grow the company beyond serving traditional cable companies to now
serve consumers in whichever format they choose to view content.
September 30, 2014
We invested because we believe the company is exceptionally well-positioned to take advantage
of a major secular shift in how consumers view content. SeaChange sits squarely in front of the
transition to “TV Everywhere” and has the technology and customer base to succeed. We
applaud the Board’s leadership, and CEO Raghu Rau in particular, for implementing a clear
strategy three years ago to exit non-core hardware and media services businesses and focus its
R&D budget solely on next-generation software.
Our investment thesis is as follows:
 We believe Adrenalin is viewed as the best-in-class third-party back office VOD software
architecture. In three years, SeaChange’s next-generation software has been selected by
about 50 companies, covering roughly 50 million subscribers. We believe SeaChange’s
future cash flow stream is fairly predictable as its software is rolled out to these
subscribers over the next several years. As well, we estimate an additional 30 million
subscribers will be added to Adrenalin’s footprint. Many of these potential subscribers
are with customers still using SeaChange’s Axiom software, which is 15 years old.

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Operational stress on an antiquated system will increasingly force customers to
upgrade.
 We believe the adoption of SeaChange’s Nucleus home-gateway software platform by
Liberty Global, the world’s largest cable operator, illustrates the technological strength
of this product offering. Liberty Global’s recent public comments in its second quarter
conference call underscore its excitement and commitment to rolling out Nucleus more
broadly throughout its subscriber base.
 Industry contacts have commented on the elegance and strength of the Adrenalin back-
office and Nucleus home-gateway combination. The traction that this dual-offering is
gaining among providers, and SeaChange’s reputation as an expert in the emerging
industry standard RDK protocol, should be recognized in the marketplace with
additional design wins. This belief was underscored in our industry discussions at last
week’s Cable-Tec conference in Denver, CO.
 SeaChange’s Infusion ad insertion software and its recent entry into the direct Over-The-
Top (OTT) marketplace provide additional ways for shareholders to win, in our opinion.
Infusion is now being deployed by Virgin Media, and SeaChange’s OTT strategy was
validated by its high profile win with BBC.
 Cisco acquired NDS in 2012 for 5x revenue, and it acquired single point solution
company BNI Video in 2011 for an estimated 10x revenue. While not suggesting
SeaChange will warrant these multiples in a transaction, it is clear to us that the current
stock market valuation at less than 1x enterprise value/revenue represents significant
value. We believe that SeaChange is sitting in front of continued cable vendor
consolidation as hardware-centric companies are increasingly challenged to
differentiate themselves with software offerings.
 Finally, recent revenue declines are unrelated to next-generation software products, but
rather have been due to the expected obsolescence of legacy software products,
principally Axiom. Legacy product revenue will be down to just 10% of total revenue at
the end of this year. The bottoming out of legacy software declines presents a unique
opportunity to acquire stock at current prices.

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04 | Paratek Pharmaceuticals, Inc.
(Formerly Transcept Pharmaceuticals, Inc.)
September 05, 2013
As Transcept’s largest shareholder, we want to register with the Board our strong belief that
pursuing an acquisition makes little sense while the company’s shares trade at a substantial
discount to the cash on its balance sheet.
The Board has the opportunity to heed the straightforward wisdom and common sense of
Warren Buffett, or otherwise rationalize strategies that no real independent, intellectually
honest person would subscribe to. Mr. Buffett’s reflections on the question of share buybacks
are instructive and worth quoting at some length.
•1980 Letter to Shareholders. According to Buffett, if a business is “…selling in the market
place for less than intrinsic value, what more certain or more profitable utilization of capital can
there be than significant enlargement of the interests of all owners at that bargain price? The
competitive nature of corporate acquisition activity almost guarantees the payment of a full or
frequently more than full price when a company buys the entire ownership of another
enterprise.” The “full price” reality is even more of a concern in today’s environment of broad
asset appreciation.
•1984 Letter to Shareholders. Buffett argues clearly, and persuasively, for buybacks below
intrinsic value, as opposed to pursuing investment narratives involving alleged synergies. “The
obvious point involves basic arithmetic: major repurchases at prices well below per-share
intrinsic value immediately increase, in a highly significant way, that value. When companies
purchase their own stock, they often find it easy to get $2 of present value for $1. Corporate
acquisition programs almost never do as well and, in a discouragingly large number of cases, fail
to get anything close to $1 of value for each $1 expended.” Further, “A manager who
consistently turns his back on repurchases, when these clearly are in the interests of owners,
reveals more than he knows of his motivations. No matter how often or eloquently he mouths
some public relations-inspired phrase such as ‘maximizing shareholder wealth’, the market
correctly discounts assets lodged with him.” This appears to well represent the market’s
current view of Transcept’s management.
•1994 Letter to Shareholders. In this letter, Buffett talks about the “sad fact” that most
acquisitions will turn out poorly for shareholders; “…they usually reduce the wealth of the
acquirer’s shareholders, often to a substantial extent. That happens because the acquirer
typically gives up more intrinsic value than it receives.”
•2011 Letter to Shareholders. “I favor repurchases when two conditions are met: first, a
company has ample funds to take care of the operational and liquidity needs of its business;
second, its stock is selling at a material discount to the company’s intrinsic business value,
conservatively calculated.”
This is not rocket science and the persistency of Mr. Buffett’s strong preference for stock buy-
backs over speculative acquisitions, commented on in shareholder letters spanning decades,
suggest that basic arithmetic and common sense don’t change over time.

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05 | Transact Technologies Inc.
TRANSACT TECHNOLOGIES INC January 11, 2012
 TransAct has a leadership position in the gaming industry, which has strong worldwide,
long-term secular growth prospects and is uniquely positioned to benefit from the
adoption of slot machines worldwide. With over half of the company’s gaming revenue
coming from international markets, TransAct’s #1 market share in both Asia and
Europe position the company to take advantage of growth in Macau, Singapore and
other international markets.
 TransAct enjoys a duopoly environment with high barriers to entry in its gaming
segment. Moreover, TransAct’s technological leadership is underscored by its 65%+
share of current printer shipments to the North American gaming industry. In fact only
does the company participate in a duopoly, the data strongly suggests that it is gaining
significant NA market share.
 New casinos are choosing TransAct and entering into exclusive agreements. The
recently opened Resorts World Casino at Aqueduct Racetrack in NYC chose TransAct
for 100% of its slot floor. In December 2011, the company announced that the Epic 950
printer was also selected exclusively by Revel in Atlantic City.
The company’s introduction of a software-centric product allows casinos to interact directly
with their slot machine customers and “touch” highly-regarded carded players with a
sophisticated couponing system that will generate recurring software revenue, which may be a
game-changer for the industry. In fact, the Director of Slot Operations for Resorts stated, “We
were pleased to choose the Epic 950 printer from TransAct for our casino floor due to its
features and functions and capability to be connected to EPICENTRAL in the future.”
 Under the leadership of CEO Bart Shuldman, the company has innovated, diversified and
won business seemingly above its weight-class. For instance, the win three years ago in
designing and supplying printers to McDonald’s for their new grill initiative and then
subsequently winning their coffee bar printer business demonstrates the strength of
TransAct’s collaborative and innovative culture.
 The company continues to enjoy a long sole-source relationship with lottery terminal
industry leader GTech Industries.
 The company’s 2011 acquisition of Printrex further diversified the business into the
oil/gas market at an attractive price.
 Lastly, the company has accomplished all of the above while remaining debt-free.
Notwithstanding the above attractive attributes, we think it is likely that the company’s shares
remain underappreciated, reflecting a micro-cap market discount that could persist for some
time. U.S. stock funds witnessed a net $75 billion outflow in 2011, with a similar outflow in
2010. Given unusual levels of volatility in the global economy, and Eurozone uncertainty, we
believe investors will continue to lessen their exposure to equities in general and to micro-cap
shares in particular. As a result, even promising and niche-dominant enterprises could be open

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to persistent and significant liquidity discounts. As well, the EPICENTRAL sales cycle is turning
out to be longer than management originally anticipated.
We believe there are investors that can see past the current market inefficiencies and
appreciate the intrinsic value inherent in TransAct. These investors would likely be willing to
purchase the entire company and offer shareholders an opportunity to realize substantial value
on their current holdings. We believe there are both strategic and financial investors that would
understand the opportunity and want to capitalize on the existing market
environment. Corporations are sitting on record amounts of cash, earning little in the way of
interest income, and are interested in deploying their cash into higher returning investments,
much like TransAct did with its 2011 purchase of Printrex. Further, many financial buyers are
flush with cash and are looking to invest in stories that combine mature revenue streams with
identifiable secular growth opportunities, both of which are present at TransAct. When interest
rates begin to rise, the incentives to more opportunistically deploy cash will
diminish. Additionally, strategic buyers could provide greater resources to exploit additional
verticals, while providing more growth capital to roll-out EPICENTRAL in a more timely
fashion. In both instances, we believe buyers would be very attracted to a debt-free, positive
cash flow story that is well positioned to take advantage of growth in the gaming industry, both
domestically and internationally. Finally, management would be freed from the demands of
public ownership and able to focus 100% of its time on growing the business without the
diversion of such things as managing street expectations.

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06 | Tecumseh Products co. (acquired)
05/15/2012
New product introductions have been impressive. The new AE2 has received wide praise from
our customer contacts. The Company has expanded into the variable speed market with its
Masterflux brand. Varying speed compressors are differentiating, are not commodity-like, and
are applicable in a number of situations where efficiency is paramount, i.e., battery coolers,
electronics, medical/scientific. The Company’s Masterflux compressor possesses patented
controller algorithms.
Over 50 industry players were interviewed, including customers, competitors, engineers and
trade association officials, to assess the value of Tecumseh’s products in the
marketplace. Ultimately, this consulting firm valued Tecumseh between $237 and $334 million
(roughly $13 to $16 share) on a liquidation basis. In fact, we believe the Company possesses a
valuable going-concern commercial refrigeration compressor business, with $500 million plus
current revenues (50% of sales come from recurring aftermarket sales) – which is roughly 60%
of firm-wide sales, and is primarily generated in North America and Europe - that could
experience a 5% operating margin on its own, resulting in $25 million plus in operating income
that would be sheltered by the Company’s $394 million in carry-forward NOLs. Our summary
sum of the parts analysis is as follows:
 Hyderabad, India (“HYD”) property (55 acres strategically located off of HWY 9, in close
proximity to the New and Old Central Business Districts as well as the city’s IT Park):
$67 million (this value was determined after applying a large track discount with an
immediate sale focus). Other sources, stemming from my own visit to HYD last
December, indicated a value of $2 million an acre for the 40 acres with frontage to
National Highway 9 and $0.75 million an acre for the 15 acre site sitting behind the
occupied parcel. In addition to being home to older technology companies like
Microsoft and Dell, HYD is increasingly the first choice for emerging 21st century
companies. Google chose HYD for its India headquarters. In 2010, Facebook chose HYD
for its first Asian office. HYD is known for its educated population, urban environment
and the business friendly climate found in Andhra Pradesh, and HYD in particular, and
has emerged as a leading destination for Western and Asian companies wanting a
presence in India. The real estate piece of the Tecumseh analysis we commissioned was
conducted by a leading worldwide real estate brokerage firm with offices in HYD. The
Tecumseh property area has emerged as a real estate development destination with a
focus on residential, commercial and IT developments. This region is close to the
National Highway 7/Nagpur Highway with good connectivity to major cities in India.
This property is the biggest parcel available in the area and our research indicates it is
well suited to be sub-divided for maximum value realization. Our research further
indicates that the local government is in fact actively supporting the transformation of

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the Balanagar Industrial Development area from an industrial oriented focus to
commercial, residential and IT development. The property sits near densely populated
residential areas like Kukatpally Housing Board, Ameerpet, Sanathnagar and Sanjeev
Reddy Nagar. Government zoning definitions have favorably changed and “Industrial”
classification now includes “IT” developments. (Residential, the highest use value,
would require a new zoning designation.) Adjacent to the Tecumseh property is a 3.3
acre parcel (originally industrial, recently rezoned as residential) that is now being
developed as higher-end residential housing. We believe it is possible that the
property’s highest value may result from entering into a joint venture with a Pan Asian
developer in order to participate in what we believe is significant development upside.
An immediate sale in the $1 million to $1.5 million per acre range may be selling out
cheap given the uniqueness of the asset, government support for development in the
area and the overall dynamics of HYD as an emerging Tier 1 city of India. The Company
could receive some upfront cash from a JV partner in this scenario. Finally, current
prices do not represent “bubble” prices, quite the contrary. Our research indicates that
this parcel’s value is likely one-half of peak pricing reached in 2007 (Rs 40,000 per sq
yard versus Rs 20,000 per square yard today for smaller parcels in the specific area of
the Company’s property). HYD remains India’s value proposition compared to Delhi
and Mumbai, but that seems to be changing. From a May 10, 2012 New York Times
article, 36 Hours in Hyderabad, India: “Situated in the southern state of Andhra Pradesh,
Hyderabad is a juxtaposition of old and new unlike any other city in India…. In the past,
Hyderabad was often overlooked as a tourism destination. But in recent years, sleek
hotels, restaurants and night spots that cater to the 20 and 30 somethings working in
the information technology industry have been attracting jet-setters from around the
world who come to discover the past and experience the rapidly evolving present.”
 Plant in Ballabhgarh, Haryana (near Delhi): $25 to $30 million. As confirmed on the 1st
quarter 2012 conference call, this plant is expected to operate at full capacity this year,
which implies sales of about $70 million, up dramatically from 2011. Also confirmed on
Company’s 1st quarter call, this plant’s capacity is now estimated to be significantly less
dependent on Whirlpool than was the case just a few years ago. The Company’s new
“TH Stretch” and “THK DC Compass” products appear to be gaining the attention of
customers. In my tour of this plant, I was happy to see first-hand the Company’s
aggressive moves at reducing steel, copper and silver content and increasing aluminum
content in order to drive higher gross margins. As well, we applaud the Company for
having sold 5 excess acres in 2011 for roughly $0.7 million per acre, which generated
over $3 million.
 Brazilian assets (a foundry and compressor plant): $40 to $60 million. Exit foundry and
plant to allow the Company to outsource the specific manufacturing of commercial
refrigeration compressors and higher-end R&F compressors. To be clear, a sufficient
presence in Brazil should be maintained in order to continue to receive non-income tax
refunds, e.g., a distribution center.
 Non-Income Tax Refunds: $48 million. These payments, primarily from the Brazilian
government, have been consistent annual (December) events. For instance, the
Company received $37.2 million of refundable Brazilian non-income taxes in 2011.

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 These values compare to a current market capitalization of roughly $60 million. The
Company’s balance sheet, as of March 31, 2012, is sufficiently liquid: $39.2 million in
cash, $6.1 million in restricted cash, $48 million in non-income tax refunds ($22.4
million of which is current) less $59.2 million debt. The Company has a credit line of
$45 million with PNC Bank expiring April 21, 2015 (borrowings under this facility
totaled $10.3 million with an additional $11.9 million of borrowing capacity under the
base formula as of March 31, 2012).
 It is our belief that the Company’s full intrinsic value resides in a post-asset sale
narrative, coupled with a modest multiple to the cash flow generated by its commercial
refrigeration business, sheltered by Company NOLs , resulting in a total value exceeding
liquidation value.
The Board did an excellent job in putting in place the current management team. Jim Connor,
CEO, and Janice Stipp, CFO, strike us as honest and talented and their significant restructuring
experience makes them uniquely qualified to execute a turnaround. Prior to joining Tecumseh
in January 2010, Mr. Connor was a managing director of BBK, Ltd, a business and turnaround
management consulting firm. Prior to joining Tecumseh in October 2011, Ms. Stipp served as
CFO of Acument Global Technologies Corporation, a portfolio company of Platinum Equity, LLC,
a private equity firm, where
Tecumseh is one of only two companies that have greater than 10% market share of the $5.5
billion commercial refrigeration compressor market (Embraco ~20%; Tecumseh ~15%) and
benefits from the industry’s interest in durable, low-cost reciprocating compressors. The
commercial refrigeration compressor market is expected to grow between 4% and 6% annually
over the next several years from roughly 35 million units in 2010 to nearly 60 million units in
2020. Moreover, over 60% of the commercial compressor market is in North America and
Europe, both places with a strong Tecumseh presence. Whereas household R&F is a low
margin business with little opportunity for differentiation, and no repeatable aftermarket
business, commercial refrigeration is characterized by more customization (contrary to the
Chinese model of mass production) and aftermarket recurring revenue (which currently
represents 50% plus of the company’s commercial revenue as indicated by Mr. Connor on the
1st quarter conference call). Tecumseh’s strength and history lies in supplying compressors
used in cold display cases, beverage and water coolers, walk-in refrigerators and freezers and
vending machines. These compressors burn out, and get replaced.
Danfoss, a top ten competitor in the commercial compressor market, did a poor job, in our
opinion, of exiting its R&F business when it sold to Aurelius AG (an industry consolidator) in
2010 because it did not retain its high-end R&F business. As a result, its commercial customers
are forced to dual-source, which provides an opportunity for Tecumseh to take share.
Not long ago I personally sat in a commercial compressor distribution store to witness first-
hand the strength and persistency of the Company’s after-market business. Refrigeration
professionals came in with Tecumseh AE compressors from local businesses and requested
Tecumseh replacements. Alternative replacements can be used, but require additional labor to
properly fit. Thus, the business possesses what many investors covet in their investments:

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recurring revenue. Roughly 20 million of the annual 35 million commercial compressor
shipments go into North America and Europe, where Tecumseh has long held a market-leading
presence in the commercial refrigeration space.
To be clear, in addition to the North American and European commercial business, we believe
the Company possesses a significant opportunity, in India, in its recently introduced air-
conditioning outdoor condensing unit (compressor, condenser and fittings),
currently manufactured in HYD. There is increasing interest in this type of product from major
manufacturers and we believe this product offering should be retained by the Company
notwithstanding our strong belief that the HYD property’s best value will be realized in an
outright sale or a joint venture development opportunity. Our research indicates that the actual
manufacturing requirement of this product could easily be outsourced. To our knowledge,
Copeland does not have a product offering in this category. Air conditioning penetration in
India is about 3% and is expected to grow to 50% by 2020, on par with the penetration rate in
China today. We understand that the Company’s HYD facility possesses one of only two
privately operated government-approved compressor efficiency standard laboratories in the
country. We believe this laboratory enhances the Company’s credibility within the OEM market
as being a high quality manufacturer capable of delivering the energy efficiency standards
demanded by customers given the government’s strong interest in energy efficiency as a result
of significant power-grid constraints. We believe given the exact placement on the Company’s
campus, the testing facility could be carved out or relocated to maintain its value as an outdoor
condensing unit sales tool as well to retain the revenue it generates.
We think the Ballabhgarh R&F plant is a valuable asset, especially to Asian competitors
interested in the Indian market. By 2028, India’s population is expected to surpass
China. Given the current low 9% penetration rate for refrigeration in India, the demand for
household R&F compressors will grow with estimated 2020 penetration to be 50%, as in the
case of air-conditioning, and also on par with the penetration rate in China today. We
understand that Tecumseh is the sole non-captive compressor manufacturer in India. The
Ballabhgarh plant struck me as an impressive, exceptionally well maintained and operated
facility, sitting on a well-groomed 15 acre campus. We understand that this plant is the only
rotary compressor manufacturing plant in India and is the only reciprocating compressor plant
for refrigeration in India. Reciprocating compressors are well known for their durability and
longevity and are very popular for use in vending machines and ice machines. Our research
indicates that this plant’s commercial capacity is in fact growing and is now approaching 20% of
this facility given the Company’s long relationship with cooler manufacturers in India and the
Middle East. The plant’s growing commercial refrigeration business should be helpful in
marketing this valuable asset to potential buyers.
After a long anticipated development of a cold-chain in India, which is necessary to drive end-
market demand for residential refrigeration, one is finally well underway. With the growing
construction of India’s highway system, cold trucks can now be seen given the growing presence
of grocery and convenience stores possessing refrigerated/frozen goods. Further, with labor
costs rising in China, an Indian centered plant is well positioned to be competitive for years to
come and more profitably serve the Indian market. Tecumseh’s brand is solid in both India and

15
the Middle East (which serves as the end-market for a significant amount of the Ballabhgarh
plant’s capacity). Bottom line, we believe this plant can be easily monetized.
In summary, having conducted in-depth research on Tecumseh, which has been validated by
well-regarded third-party research, our conclusion is that the Company should exit the majority
of its household R&F business, which is the source of its cash burn.

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EXHIBITS-
COMPILATION OF
LETTERS
Company Name Date
01 Covisint Corporation June 15, 2016
May 18, 2016
02 Rosetta Stone, Inc. June 22, 2015
03 SeaChange International Inc January 28, 2015
September 29, 2014
04 Paratek Pharmaceuticals, Inc. December 16, 2013
December 3, 2013
October 3, 2013
September 19, 2013
September 04, 2013
05 Tecumseh Products Company February 20, 2013
January 22, 2013
January 14, 2013
May 14, 2012
06 TransAct Technologies, Incorporated November 7, 2012
April 10, 2012
January 11, 2012
07 KVH Industries, Inc. June 27, 2007

17
01 | COVISINT CORP
SEC Link
June 15, 2016
Mr. Sam Inman
Chief Executive Officer
Covisint Corporation
26533 Evergreen Rd., Suite 500
Southfield, MI 48076
Dear Sam:
Per our telephone conversation last week on June 6th, I want to reiterate our position that a
costly proxy fight does not serve shareholders and should be avoided. To that end, simply
naming two new independent directors to run a strategic process and report their findings back
to the Board, and to shareholders, seems very reasonable. In this scenario, the company can
continue marketing its platform, of which you seem to remain quite confident, and shareholders
get to see what a third party would be willing to pay.
Upon returning from last week’s TU-Automotive Telematics conference in Novi, Michigan, it is
our belief that the company will warrant a significant premium to its current stock price in a
sale to a strategic buyer. Underscoring the company’s belief in the strength of its Identity
Management tools and its IoT platform, we confirmed that industry leaders, partners and
customers remain very positive in the platform’s capabilities. Industry contacts who are deeply
familiar with competing platforms – Telit, Aeris, PTC’s ThingWorx, GE’s Predix and IBM’s
Bluemix (the company’s chief competitor, as we understand, in last year’s Jaguar Land Rover
contract win) – indicate to us the superior depth, complexity and sophistication of the
company’s platform. A key industry participant said flatly that the Covisint platform was the
best platform among these leading IoT platforms. We spoke directly to key customers who
underscored their positive view of the platform’s capabilities, including a major automobile
manufacturer who expects to expand its relationship with the company. We were also happy to
learn that a major beverage manufacturer appears to be a likely new portal customer.
Nonetheless, the primary reasons put forth for the lack of new subscription revenue were a lack
of brand awareness and insufficient marketing heft. Additionally, the 6 month delay in
introducing the company’s IoT platform, finally rolled out in January of 2016, appears to have
been a costly event. Competitors with less robust platforms are described as possessing
superior marketing and brand strength. In the absence of new subscription revenue, we believe
the company’s platform would be far better leveraged in the hands of a stronger, better
capitalized entity. Recent comparable transactions suggest a sales price would likely be
meaningfully higher than the current share price. To wit, in 2013, PTC purchased the IoT
platform, and Covisint competitor, ThingWorx for $112 million, plus a possible earn-out of up to
$18 million. ThingWorx was reported to have only $10 million in revenue in the 12 months

18
following the acquisition. Multiple industry contacts inform us that the ThingWorx platform is
two notches below Covisint’s platform’s capabilities.
One thing remains clear - shareholders should have the opportunity to make a decision as to
whether or not to sell the company. After all, we own the company. The current Board owns
very little stock and should not thwart the will of multiple large shareholders.
Respectfully,
/s/ Jim Roumell
Jim Roumell
President
Roumell Asset Management, LLC
02 | COVISINT CORP
SEC Link
May 18, 2016
Board of Directors
Covisint Corporation
26533 Evergreen Rd., Suite 500
Southfield, MI 48076
Roumell Asset Management, LLC owns approximately two million shares representing
approximately 5% of Covisint’s outstanding shares. The fiduciary responsibility of the
company’s directors to run an ethical operation that creates shareholder value should be the
primary and constant focus of the Board. It is now our strong belief that the company should
immediately hire a nationally recognized investment banker to review the company’s strategic
options, including the potential sale of the company.
To be clear, Covisint boasts some compelling attributes. First, the company’s technology
platform is strong and highly recognized in the automobile industry, underscored by long-term
contracts. Second, it possesses a highly recurring subscription revenue stream, with 95%
renewal rates, coupled with gross margins now over 50%, thanks to the company’s successful
decision to outsource low-margin service work under the leadership of the company’s
Chairman, Mr. Sam Inman III. Nonetheless, while it is true that the company has effectively
replaced the revenue of the healthcare business it exited two years ago, the company has been
unable to grow its subscription revenue sufficiently to justify its cost structure as a public

19
company. Given the very high retention rate of its current revenue stream, we have little doubt
that the company would be highly attractive to a strategic or financial investor.
Further, we believe the company should immediately appoint at least two independent
directors to oversee the strategic review process to insure independence and provide
shareholders assurance of a genuine and sound process. We believe other Covisint
shareholders will be supportive of our idea and encourage all shareholders to immediately
make their views known to the Board.
Sincerely,
/s/ James C. Roumell
President
03 | ROSETTA STONE INC
SEC Link
June 22, 2015
Board of Directors
Rosetta Stone, Inc.
1919 N. Lynne Street, Suite 700
Arlington, VA 22209-1743
Dear Board of Directors:
Roumell Asset Management, LLC owns over 5% of Rosetta Stone’s (RST) outstanding shares. We
are patient, long-term investors in well-capitalized out-of-favor, overlooked and misunderstood
securities. We believe RST fits nicely in our portfolio and remains significantly undervalued. We
understand why certain private equity firms would be reaching out to the company now given
the company’s current market capitalization and recent operational challenges. However, we
would only be supportive of a buyout that fairly represents the value of the company and we
believe that amount is at a substantial premium to the current price.
Recently we met with new interim CEO, John Hass, Chairman Patrick Gross and Global
Enterprise & Education (E&E) President, Judy Verses. It is our view that these individuals make
up an exceptionally strong company nucleus. They have a well-articulated, thoughtful and
reasonable plan toward profitability with management incentives properly in place. Chairman
Gross has impressed us an astute businessman with a long record of success and
temperamentally fit to oversee what we believe is a very exciting new phase for the company.

20
Mr. Hass, with his Goldman Sachs and operational background, appears to us to be well-suited
to take advantage of RST’s market opportunity, particularly with the assistance of experienced
cost-rationalizer Al Angrisani. To wit, he is proceeding with laser-like focus on the company’s
E&E business and combining three current technology platforms into one, which will result in
significant cost savings. Mr. Hass understands that the company’s brand is a valuable asset and
views Lexia as a likely homerun for the company. Lexia now has eight consecutive quarters of
double-digit year-over-year revenue growth with mid-90% renewal rates. The company’s
decision to combine Lexia Reading and K-12 language learning into Language Arts (LA), under
the direction of proven education builder Mr. Nick Gaehde, makes great sense. Our field checks
indicate that Lexia is being very well received in the marketplace and winning business as a
result of its demonstrated efficacy through measureable results and consequently becoming
more widely known among educators purchasing reading software. Lexia’s revenue has grown
from $15 million at the time of purchase to today’s $25 million run rate. Through discussions
with knowledgeable investors in the education space, we believe the LA segment itself, roughly
$65 million in revenue, is worth more than the company’s current enterprise value. M&A
transactions in the space are known to the board and don’t need to be reiterated here.
We were pleased to learn that the company does not view Fit Brains as core to its mission. Given
that Fit Brains’ revenue has grown from $2 million to $5 million, it is our belief that selling it for
at least its $12 million purchase price should be attainable and provide a nice cash infusion.
In summary, we are very pleased with the Management team’s renewed focus on returning RST
to growth and profitability. We also reiterate our patient approach to investing and allowing
management time to execute their strategy. However, ultimately Management and the Board of
course have a duty to maximize shareholder value and that includes the timely analysis and
consideration of all offers to purchase the company at a fair price. We can certainly see a
scenario where the combination into a larger organization would create massive value. As such,
we believe private equity or a strategic buyer would pay a price at a substantial premium to
today’s value. We strongly encourage Management and the Board to address all existing
acquisition inquiries. Moreover, we believe an investment banking firm should be immediately
engaged to run an independent process and communicate the results of that process back to
shareholders in a timely fashion and certainly within 90 days.
We appreciate the significant effort extended by the Board and Management team. We look
forward to supporting the success of RST.
Sincerely,

21
04 | SEACHANGE INTERNATIONAL INC
SEC Link
January 28, 2015
Board of Directors
SeaChange International Inc
50 Nagog Park
Acton, MA 01720
Dear Members of the Board:
After watching the initial actions of newly appointed CEO, Jay Samit, over the past several
months, and after a lengthy meeting with Mr. Samit last week, we want to applaud the board’s
decision to hire him. Mr. Samit’s rich background in media and technology, his proven success
as an industry executive, and the energy he is bringing to the company is welcomed by RAM.
Since Mr. Samit’s arrival, the company has clearly identified its pure OTT software offering,
RAVE, to the marketplace. We believe RAVE will build on its recent contract with BBC and
secure additional important customer wins this year. SeaChange’s OTT offering is differentiated
given its ability to not just stream content, but to also leverage the company’s video-on-demand
(VOD) expertise that enables consumers to easily access content libraries by combining
Adrenaline back-office software with Nitro’s front-end user interface.
We are impressed with SeaChange’s recent acquisition of Timeline Labs, introduced by Mr.
Samit. Timeline’s initiative with NewCoin augments the company’s OTT offering. NewCoin,
which partners with industry giants Univision, Tribune and Fox to address measurement
deficiencies in the local TV advertising market, leverages Timeline’s data gathering capabilities
and adds additional clarity to the logic behind that purchase. Non-linear, multi-screen viewing is
growing and local broadcasters need new tools to measure not just TV but the full viewing
audience in order to better monetize their content. Currently, broadcasters are concerned that
they are not being properly compensated for non-linear viewing, something NewCoin seeks to
address in conjunction with the analytics developed at Timeline. These announcements
underscore Mr. Samit’s vision to exploit SeaChange’s unique industry position and deep
industry contacts to grow the company beyond serving traditional cable companies to now
serve consumers in whichever format they choose to view content.
Important to RAM, management has assured us that the balance sheet will remain cash-rich and
that the company is focused on rationalizing its R&D budget. We are supportive of the board’s
direction.
Sincerely,

22
James C. Roumell
05 | SEACHANGE INTERNATIONAL INC
SEC Link
September 29, 2014
Board of Directors
SeaChange International Inc.
50 Nagog Park
Acton, MA 01720
To Board of Directors:
Roumell Asset Management, LLC owns over two million shares, approximately six percent, of
SeaChange’s common stock. We invested because we believe the company is exceptionally well-
positioned to take advantage of a major secular shift in how consumers view
content. SeaChange sits squarely in front of the transition to “TV Everywhere” and has the
technology and customer base to succeed. We applaud the Board’s leadership, and CEO Raghu
Rau in particular, for implementing a clear strategy three years ago to exit non-core hardware
and media services businesses and focus its R&D budget solely on next-generation software.
Our investment thesis is as follows:
 We believe Adrenalin is viewed as the best-in-class third-party back office VOD
software architecture. In three years, SeaChange’s next-generation software has
been selected by about 50 companies, covering roughly 50 million subscribers. We
believe SeaChange’s future cash flow stream is fairly predictable as its software is
rolled out to these subscribers over the next several years. As well, we estimate an
additional 30 million subscribers will be added to Adrenalin’s footprint. Many of
these potential subscribers are with customers still using SeaChange’s Axiom
software, which is 15 years old. Operational stress on an antiquated system will
increasingly force customers to upgrade.
 We believe the adoption of SeaChange’s Nucleus home-gateway software platform
by Liberty Global, the world’s largest cable operator, illustrates the technological
strength of this product offering. Liberty Global’s recent public comments in its
second quarter conference call underscore its excitement and commitment to rolling
out Nucleus more broadly throughout its subscriber base.
 Industry contacts have commented on the elegance and strength of the Adrenalin
back-office and Nucleus home-gateway combination. The traction that this dual-

23
offering is gaining among providers, and SeaChange’s reputation as an expert in the
emerging industry standard RDK protocol, should be recognized in the marketplace
with additional design wins. This belief was underscored in our industry
discussions at last week’s Cable-Tec conference in Denver, CO.
 SeaChange’s Infusion ad insertion software and its recent entry into the direct Over-
The-Top (OTT) marketplace provide additional ways for shareholders to win, in our
opinion. Infusion is now being deployed by Virgin Media, and SeaChange’s OTT
strategy was validated by its high profile win with BBC.
 Cisco acquired NDS in 2012 for 5x revenue, and it acquired single point solution
company BNI Video in 2011 for an estimated 10x revenue. While not suggesting
SeaChange will warrant these multiples in a transaction, it is clear to us that the
current stock market valuation at less than 1x enterprise value/revenue represents
significant value. We believe that SeaChange is sitting in front of continued cable
vendor consolidation as hardware-centric companies are increasingly challenged to
differentiate themselves with software offerings.
 Finally, recent revenue declines are unrelated to next-generation software products,
but rather have been due to the expected obsolescence of legacy software products,
principally Axiom. Legacy product revenue will be down to just 10% of total
revenue at the end of this year. The bottoming out of legacy software declines
presents a unique opportunity to acquire stock at current prices.
We believe the Board ought to more fully exercise its own share buy-back plan. The buy-back
was increased earlier this year to $40 million, but we are disappointed that thus far a relatively
limited number of shares have actually been purchased. In our minds, the company needs no
more than $50 million in cash retained on its balance sheet and there are few capital allocation
options available that are superior to simply buying back stock given the company’s current
valuation. To wit, we want to own more of SeaChange’s actual business and own less cash. Put
simply, every share bought back near current levels will add value to existing shareholders and
we urge the Board to fully implement the company’s current buy-back plan. We encourage
other shareholders to express their views to the Board as well. To reiterate, we are strong
supporters of Mr. Rau and his team’s platform software vision, but we want to stress that capital
allocation needs to be addressed in addition to product execution.
Regards,
/s/ Jim Roumell

24
06 | PARATEK PHARMACEUTICALS, INC.
SEC Link
December 16, 2013
Board of Directors
Transcept Pharmaceuticals, Inc.
1003 W. Cutting Blvd
Suite 110
Pt. Richmond, CA 94804
Roumell Asset Management, LLC filed a 13D on September 5, 2013 to begin a dialogue with the
board of directors to effectuate a change in the company’s direction. We recommended that the
company make a substantial cash distribution to shareholders, reduce expenses and begin a
strategic process that would ultimately result in the company being merged, sold or
liquidated. To that end, we believe the company has taken a number of positive and noteworthy
steps and we applaud those efforts. The company has in fact implemented a meaningful
workforce reduction, clearly identified its intention to merge, sell or liquidate and ended costly
human trials on its DHE initiative. Importantly, we were informed that the board has voted to
invite Matthew Loar, who we nominated on December 3, to join the board. We believe Mr. Loar
is exceptionally qualified, and his independent perspective will be an asset to all
shareholders. Mr. Loar is also a Transcept shareholder.
Moreover, we believe the company’s current process is a good one. We believe possible
reverse-merger alternatives ought to be explored in the context of a substantial cash
distribution to shareholders. Further, any reverse-merger candidate should be required to
invest additional capital into the new company to insure alignment of interests. The right
reverse-merger candidate would have the added benefit of allowing shareholders continued
optionality on Intermezzo.
As a result of these actions, and our cautious optimism that the company has a credible, value-
enhancing process underway, we have decided to abstain from voting in the upcoming
December 19th special shareholder meeting. We will continue to carefully monitor company
actions and act accordingly.
Lastly, we continue to believe Retrophin’s offer to buy Transcept for $4 per share was
inadequate. We believe the company is taking the right steps to realize far greater value from
the company’s assets.
ROUMELL ASSET MANAGEMENT, LLC
/s/ James C. Roumell, President.

25
SEC Link
December 3, 2013
Secretary and Board of Directors
1003 W. Cutting Blvd., Suite #110
Point Richmond, CA 94804
Gentlemen,
Roumell Asset Management, LLC, Transcept’s largest shareholder, would like to nominate two
highly-qualified individuals to serve as members of the company’s board of directors. We
request that these individuals be nominated for election to the board and included in the
company’s proxy materials for its next annual meeting of shareholders in 2014.
Mr. Matthew Loar and Mr. Gerald Hellerman are eminently qualified to join Transept’s
board. Each has the requisite experience to add tremendous value to Transcept’s stated goal of
maximizing shareholder value in a timely manner. Mr. Loar has ten years’ experience as a CFO
with publicly-traded biopharmaceutical companies. Mr. Loar has been a key player in
completing a number of corporate collaborations for drugs in development, renegotiating
existing agreements and, in two instances, assuming all operating responsibilities of CEO. Mr.
Loar is 50 years of age and his current work and residence address is 322 Castilian Way, San
Mateo, California, 94402. His principal occupation currently is an independent financial
consultant, and he also serves on the board of Neurobiological Technologies, Inc. Mr. Loar
beneficially owns 54,755 shares of Transcept’s common stock.
Mr. Hellerman is 76 years of age and has a long and highly distinguished career that has
included extensive private and governmental experience. He received a number of performance
awards at the U.S. Department of Justice (“DOJ”), where he served as the Chief Financial Analyst
for the Antitrust Division and provided financial and corporate assistance to other DOJ
Divisions. Mr. Hellerman currently sits on the boards of five companies and has extensive
experience chairing company audit committees. Mr. Hellerman’s work and residence address is
5431 NW 21st Avenue, Boca Raton, Florida, 33496. He has been Managing Director of
Hellerman Associates for approximately 20 years. Hellerman Associates has provided financial
consulting and litigation support services, including expert testimony to law firms, investors,
DOJ, the Internal Revenue Service and the Department of Commerce. Assignments have
included financial and corporate analysis, corporate control, divesture, valuation, bankruptcy
reorganization and fraudulent transfer issues. Mr. Hellerman does not beneficially own any
Transcept securities.
We are separately sending you questionnaires completed by each of Mr. Loar and Mr.
Hellerman, which contain all of the information you should need to determine their respective

26
qualifications andindependence. In the questionnaires, both have consented to being named in
the company’s proxy materials and agreed to serve as members of the company’s board of
directors if elected. Mr. Loar and Mr. Hellerman are willing to speak or meet with members of
the company’s board of directors, particularly members of the Nominating and Corporate
Governance Committee. Please note that there are no arrangements or understandings
between Mr. Loar and Mr. Hellerman or among Mr. Loar, Mr. Hellerman and Roumell Asset
Management with respect to serving on the Transcept board, other than their willingness to
serve at our request.
As indicated on our Form 4 filed on November 27, 2013 and submitted to the company on that
date, Roumell Asset Management beneficially owns over 1.9 million Transcept shares and has
beneficially owned over 5% of the company’s outstanding shares for more than a year. Other
than shares sold or transferred at the request of clients, Roumell Asset Management currently
intends to hold its Transcept shares through the date of the next annual meeting of
shareholders.
Sincerely,
ROUMELL ASSET MANGAGEMENT, LLC
James C. Roumell, President
SEC Link
October 3, 2013
Board of Directors
Suite 110
Transcept Pharmaceutical’s decision to partner with Shin Nippon Biomedical Laboratories, Ltd
(“SNBL”) is an astoundingly poor capital allocation decision, in addition to being dismissive of
its shareholder base. Major shareholders have expressed clear dissatisfaction with this
management team and the board of directors to no avail. Moreover, we have not witnessed one
independent shareholder step forward in support of management. Two weeks ago we
suggested to Mr. Oclassen and Mr. Raab that the company call a special meeting and let

27
shareholders vote on whether to pursue an acquisition given the growing chorus of voices
against such a decision. Further, we made clear that Roumell Asset Management would commit
to live by the results of that vote if a majority of shareholders voted in favor of an
acquisition. The company evidently does not believe it could make a case to its shareholder
base, within a democratic process, and prevail. We find management’s and the board’s actions
to be dismissive of shareholders’ expressed concerns and will not idly stand by to this level of
shareholder disregard.
The deal with SNBL serves two interests. First, it’s a highly attractive, no-risk deal for
SNBL. Second, it serves Transcept’s management and board as a purported reason to exist as a
going-concern and thereby retain their jobs. Management would have us believe that Transcept
can invest $25 million (including estimated development costs) and somehow hit it big in the
migraine market. Migraines are a common ailment, with a large worldwide opportunity (as the
company cleverly notes), and as a result has been heavily researched and invested in by major,
far better capitalized companies than Transcept. It is highly naïve, or misleading, to suggest that
a $25 million investment can somehow be the solution to this common problem. Though
Intermezzo had a similar dynamic (which has, in fact, failed by all company standards), it was
nonetheless an approved drug at the time of investment by many current shareholders. If the
chances of success are so great for TO-2070, why wouldn’t SNBL, a company ten times the size
of Transcept, founded in 1957, pursue this initiative on its own? The reasons seem clear: the
odds of success are small and, consequently, SNBL has structured a deal wherein they get paid
an initial $1 million, outsource development costs, realize further milestone payments and
create a customer. To wit, “The partners anticipate entering into further agreements under
which SNBL would supply TSPT with nasal powder delivery devices and provide TSPT with
certain preclinical and clinical services to support TO-2070 development.”1 No doubt, SNBL
shareholders have been well served by its board and management.
Mr. Oclassen has repeatedly indicated that the company is focusing on late stage drugs, yet TO-
2070 is an early stage (preclinical) drug, albeit with an active ingredient that is already
approved. While it is true that the company is not spending much money up-front, they
curiously did not disclose anticipated development costs. They will likely spend up to $25
million on trials ($30 million was spent for development and trials for Intermezzo), the first of
which is scheduled for the second half of 2014. It will be at least 18 months before the FDA
comments on the results of that trial. Over that time, the company will spend approximately
$27 million on G&A, at the current burn rate. Thus, we could easily see half the cash or more
disappear over the next 18 months. There is no guarantee of approval, much less commercial
success. SNBL’s disinterest in going it alone, something it could well afford, is instructive of how
a well-respected, seasoned pharmaceutical company handicaps the probability of success.
Against the back-drop of the company’s reckless gamble is a route for shareholders to realize
substantial value. Retrophin’s offer suggests private market interest in Intermezzo today. This
company’s management team has had their chance and they should stop pursuing their own
interests. This board needs to step up on behalf of shareholders. This is America, and its most
fundamental corporate value – the vote - should be honored in a special meeting. As we argued
in our last letter, the board should immediately hire an investment bank to provide a fair,
transparent and open auction. Retrophin’s current offer of $4 per share, which the board

28
rejected as “not in the best interests of Transcept or its shareholders”, is inadequate in our
opinion, and we believe will be trumped in a fair auction.
In fact, a vote occurs daily in investors’ view of Transcept’s management and board. At a time
when the U.S. stock market trades at record levels, it is quite a distinction to have Transcept
shares trade below net cash. Investors think so poorly of this management team that it actually
assigns a negative value to their presence. The market’s reaction to the SNBL deal is instructive
of what’s in store for shareholders going forward if the board does not change direction – a deep
discount to a steadily declining cash balance. Yet still, management persists in wanting to fight
on with shareholders’ money.
The board of directors is comprised of the following individuals in addition to Mssrs. Raab and
Oclassen: Thomas Dietz, Chris Ehrlich, Thomas Kiley, Jake Nunn and Frederick Ruegsegger. We
invite any and all directors to publicly make a case as to why they are voting to pursue a
speculative acquisition (all pharmaceutical pursuits are speculative) in lieu of a ready-made
path for shareholders to maximize value for their holdings. Investors invested in Intermezzo, it
has not worked out as planned, and investors want to move on with their capital. Prior to this
acquisition, why had you, as directors and stewards of the company, almost never bought
Transcept stock on the open-market? If you believe in the company’s new direction, why are
you not buying stock now? And in light of the company’s results this year, how could you in
good conscience recently award management stock option grants, off schedule, with a $2.93
strike price? Based on the board’s precedent, if Transcept’s stock trades for $2 per share next
year, shareholders will be assaulted with another dilutive option issuance since management
evidently cannot be counted on if its options are underwater. Further, with so little ownership
of stock yourselves, how can you in good conscience deny the company’s actual shareholders
from a vote to decide the company’s way forward?
We encourage all shareholders to publicly make their views known to allow the board, and their
investors for those managing outside funds, to know where they stand. Finally, fellow
shareholders should know that the recent actions Roumell Asset Management has taken were
not decided casually. In over 15 years, this is only the third time we have filed a 13D filing
encouraging corporate change out of over 200 equity investments. We are not “quick-buck”
investors. Thus, it is an exceptionally rare event for us to determine that company actions are
so antithetical to investor interests to demand our active involvement. If investors would like to
learn more about Roumell Asset Management before supporting our approach, please visit
www.roumellasset.com.
Sincerely,

29
SEC Link
September 19, 2013
Board of Directors
Suite 110
Roumell Asset Management is Transcept’s largest shareholder. In light of Retrophin, Inc.’s offer
to purchase the company on September 18, 2013, it is incumbent upon the Board to hire an
investment banker to solicit additional interest. It is the fiduciary duty of this Board to begin
this process immediately. We believe the Retrophin offer of $4 per share is woefully
inadequate, as it is basically a return of the company’s cash with little or no value ascribed to
Intermezzo. To be clear, we no longer, at current prices, believe the company should buy back
stock, but rather begin a fair and open auction process for a sale of the entire company.
In our minds, if the company is able to get back the full rights of Intermezzo from Purdue
Pharma, and thus roughly $18 million in revenue, there will be material interest in purchasing
this revenue stream. A company like Retrophin can very profitably add such a stream to its
portfolio, while incurring minimal marketing costs. Transcept’s bloated cost structure will
make profitability extremely challenging, if not unlikely, as it currently exists. We believe there
is a solid chance to reclaim Intermezzo from Purdue given that Purdue is no longer actively
marketing the drug and the valid reputational concern that it not be viewed as just sitting on the
drug without meeting its contractual obligations. We believe Intermezzo’s current revenue is
sticky and would be highly profitable for the right buyer. A price of $60 million for Intermezzo,
which would result in roughly $7 per share for Transcept shareholders, would still leave a buyer
with a likely free cash flow yield exceeding 20%. This analysis is based on industry contacts
who have informed us that a 90% gross margin would not be unrealistic for Intermezzo. If
Transcept is unable to repossess Intermezzo on its own, we believe there are companies willing
to put their efforts toward that end and will pay for that optionality.
Further, Glenn Oclassen, President and CEO, has maintained over the past several months that
shareholders are supportive of management. However, since our filing we have been contacted
by many shareholders who not only support our position, but have also indicated their deep
dissatisfaction with this management team. Moreover, the Board should take note that one of
its longest tenured shareholders and original backers, New Leaf Venture Partners, has lost faith
in this management team. We believe other early investors have also lost faith in Mr. Oclassen’s
leadership and the direction he has been trying to steer the company.
Lastly, we believe the company’s NOL protection plan is a blatant attempt to maintain the status
quo. However, we do not have sufficient information to underscore our belief. Thus, we request

30
that the company make public an IRS Section 382 analysis to allow shareholders to confirm the
company’s stated objective.
We will continue to hold this Board responsible to its shareholders and to the growing chorus of
voices demanding it not pursue an acquisition. In light of Retrophin’s opening offer, it is clear
that there is interest in Intermezzo and highly probable that more interest can be found at
higher prices. Individual Board members’ reputations are on the line and they should act
accordingly. The Board failed its shareholders in not initiating a buyback when its stock
persistently sold for under $3 per share. It now has the opportunity to do the right thing in light
of private market interest in the company.
SEC Link
September 4, 2013
Board of Directors
Suite 110
Roumell Asset Management, LLC owns approximately 12.3% of Transcept’s outstanding shares.
As Transcept’s largest shareholder, we want to register with the Board our strong belief that
pursuing an acquisition makes little sense while the company’s shares trade at a substantial
discount to the cash on its balance sheet.
The Board has the opportunity to heed the straightforward wisdom and common sense of
Warren Buffett, or otherwise rationalize strategies that no real independent, intellectually
honest person would subscribe to. Mr. Buffett’s reflections on the question of share buybacks
are instructive and worth quoting at some length.
 1980 Letter to Shareholders. According to Buffett, if a business is “…selling in
the market place for less than intrinsic value, what more certain or more
profitable utilization of capital can there be than significant enlargement of the
interests of all owners at that bargain price? The competitive nature of
corporate acquisition activity almost guarantees the payment of a full or
frequently more than full price when a company buys the entire ownership of

31
another enterprise.” The “full price” reality is even more of a concern in today’s
environment of broad asset appreciation.
 1984 Letter to Shareholders. Buffett argues clearly, and persuasively, for
buybacks below intrinsic value, as opposed to pursuing investment narratives
involving alleged synergies. “The obvious point involves basic arithmetic: major
repurchases at prices well below per-share intrinsic value immediately increase,
in a highly significant way, that value. When companies purchase their own
stock, they often find it easy to get $2 of present value for $1. Corporate
acquisition programs almost never do as well and, in a discouragingly large
number of cases, fail to get anything close to $1 of value for each $1
expended.” Further, “A manager who consistently turns his back on
repurchases, when these clearly are in the interests of owners, reveals more
than he knows of his motivations. No matter how often or eloquently he mouths
some public relations-inspired phrase such as ‘maximizing shareholder wealth’,
the market correctly discounts assets lodged with him.” This appears to well
represent the market’s current view of Transcept’s management.
 1994 Letter to Shareholders. In this letter, Buffett talks about the “sad fact” that
most acquisitions will turn out poorly for shareholders; “…they usually reduce
the wealth of the acquirer’s shareholders, often to a substantial extent. That
happens because the acquirer typically gives up more intrinsic value than it
receives.”
 2011 Letter to Shareholders. “I favor repurchases when two conditions are met:
first, a company has ample funds to take care of the operational and liquidity
needs of its business; second, its stock is selling at a material discount to the
company’s intrinsic business value, conservatively calculated.”
This is not rocket science and the persistency of Mr. Buffett’s strong preference for stock buy-
backs over speculative acquisitions, commented on in shareholder letters spanning decades,
suggest that basic arithmetic and common sense don’t change over time. Trancept’s current
cash balance is about $74 million (June 30th balance of $78 million less three months’ estimated
cash burn), or roughly $3.90 per share. A conservative estimate of intrinsic value is cash plus
the value of Intermezzo, a drug we continue to believe in, and a drug I can attest to
personally. In fact, the drug works terrifically for middle of the night insomnia. Transcept spent
about $30 million to develop Intermezzo, before accounting for G&A, and Purdue has spent over
$100 million to bring the drug to market. The company must know that it cannot allocate
capital on the open market and get a better deal. Why try and introduce additional risks of the
FDA approval process and attaining consumer acceptance when a reasonable and substantive
shareholder enhancing strategy is right in front of the board? The company appears to be acting
out of a desire to perpetuate itself and the interests of its management, rather than those of its
owners. It appears that the Board has made the calculation that the present value of
management salaries (and options) trumps an honest allocation of company resources that
serve shareholders’ interests.

32
The facts are clear. Thus far, the company has failed to successfully bring a commercially viable
drug to market. Second, notwithstanding this failure, it issued stock options representing nearly
4% of the outstanding shares as an incentive for management to stay motivated and
engaged. We believe that success, not failure, should be rewarded. The Board is implying that
management’s sense of duty is so low that even after receiving their salaries and being given the
opportunity to participate in meaningful upside should their actions result in a favorable
outcome, they cannot be counted on to work hard with purpose and energy on behalf of
shareholders. The Board evidently believed that shareholders needed to hand over 3.8% of the
company’s value in order to be entitled to the continued services of management despite their
sub-par performance. Is the Board unaware of the industry’s dramatic workforce
reductions? Earlier this year, Astra Zeneca announced 5,000 new lay-offs in addition to the
30,000 since 2007. Talent is available, able and willing if current members of the management
team are not, absent more option grants.
We think the company ought to take three steps. First, begin an immediate, and meaningful,
buyback program while remaining liquid enough to pursue other possible Intermezzo
strategies. Second, continue to engage Purdue to determine the future of the Intermezzo
relationship. Third, immediately begin to right-size the business to a smaller company
positioned to sell itself once the Purdue relationship is defined or to simply focus exclusively on
Intermezzo with a much smaller and leaner organization. This is, in fact, what the company
should have done before diluting shareholders with their ill-conceived granting of
options. Fortunately, it is not too late to change course. To be clear, we remain positive on the
long-term prospects of Intermezzo, which is the drug that investors signed up to participate in.
If the company is determined to make an acquisition, then at the very least, any proposed
acquisition should be put to a shareholder vote. The company is at a critical juncture. It
currently enjoys being well-capitalized. Shareholders are due a minimum amount of respect
from the company in determining whether to pursue another drug initiative (particularly one
lacking current FDA approval) through a proposed purchase.
We will vigorously work to represent shareholders’ interests. We encourage fellow
shareholders to immediately make their views known to the Board and management before a
decision is made. We also encourage shareholders to reach out to us to register their views as
time is of the essence. We respectfully request a conversation with management to discuss the
contents of this letter in a timely manner.
/s/ James C. Roumell, President

33
11 | TECUMSEH PRODUCTS CO
SEC Link
February 20, 2013
Tecumseh Products Company
1136 Oak Valley Drive
Ann Arbor, MI 48108
Dear Board of Directors and Corporate Secretary:
We understand that Douglas M. Suliman, Jr. and Mr. Stephen P. Jackson, Jr. would agree to serve
as directors on the Board of Directors (the “Board”) of Tecumseh Products Company (the
“Company”), subject to certain conditions. Roumell Asset Management, LLC supports this
nomination and urges the Board to appoint Mr. Suliman and Mr. Jackson to the Board
immediately or, at a minimum, to expand the Board to seven members and include Mr. Suliman
and Mr. Jackson as director nominees in the proxy statement for the Company’s 2013 annual
meeting of shareholders.
We believe it would be difficult to attract two individuals to join the board of directors whose
talents and relevant experiences are more closely aligned with the Company’s strategic
objectives. Mr. Suliman has a long history in corporate restructuring, capital formation and
M&A transactions, and he possesses an enviable investment track record as a private
investor. In 2003 Mr. Suliman and his partners, led by The Baupost Group, acquired control of
NationsRent, a leading construction equipment rental company facing imminent
liquidation. Upon gaining control, Mr. Suliman served as Co-Chairman and Executive Director of
NationsRent and led the sale of the company in 2006 to Ashtead, plc. for $1 billion following a
successful turnaround. If Mr. Suliman were to join the Company’s Board, he would immediately
represent the largest shareholder among all directors, as we understand Mr. Suliman currently
holds 58,207 of the Company’s Class B shares.
Mr. Jackson is currently the Chief Accounting and Administrative Officer (effective February 13,
2013) of Freedom Group, Inc. (“Freedom” or “Remington”), immediately prior to this
promotion, he served as the Chief Strategy and Acquisition Integration Officer since January
2012. Freedom’s majority owner is Cerberus Capital Management, LP. Since 2007, Mr. Jackson
has had an active involvement in over 15 acquisition and divestiture transactions along with a
number of capital markets transactions. From April 2006 to January 2012, he served as
Freedom’s CFO. Prior to joining Remington in 2003, Mr. Jackson was with
PricewaterhouseCoopers and an Audit Partner in their Middle Market Advisory Services
group. While Mr. Jackson currently holds no Company shares, he brings proven skills, as
demonstrated by his success in the very demanding, results-oriented private equity
environment. Along with Mr. Suliman, Mr. Jackson would immediately bring a strong record of
operational, financial and restructuring experience to the Company that shareholders,
customers and employees deserve.

34
Mr. Suliman and Mr. Jackson need to be properly incentivized to engage their time and talents
on behalf of all shareholders of the Company. To wit, we support each receiving a grant of
100,000 restricted Class A shares to be issued upon the first year anniversary of their joining
the Board.
Such shares would cliff vest on the third anniversary of their joining the Board. In addition, we
support each receiving options to purchase up to 200,000 Class A shares, with an exercise price
equal to the fair market value of the Class A shares on the grant date and a term of five
years. One half of the options would vest on the second anniversary of their joining the Board
and the second half would vest on the third anniversary of their joining the Board. Accordingly,
if Mr. Suliman or Mr. Jackson do not serve on the Board until the first anniversary of their
joining the Board, they would forfeit all of this equity incentive. We also understand that this
proposed equity compensation would serve in lieu of the Company’s regular non-employee
director compensation. We feel the Company’s shareholder base should, and would, welcome
these individuals joining the Board and be supportive of their proposed purely equity-based
compensation structure.
As of the date of this letter, Roumell Asset Management beneficially owns approximately 19% of
the Class A shares and approximately 11% of the Class B shares. There are no arrangements or
understandings between Roumell Asset Management and either of Mr. Suliman or Mr. Jackson
or their respective employers with respect to our support of their nominations to serve on the
Board.
Additionally, we would like to again reiterate our strong preference that the Board elect Mr. Jim
Connor to the additional position of Chairman of the Board. We highlight two specific reasons
for this recommendation. First, our diligence confirms that customers have come to view Mr.
Connor as the face of the Company. We have talked with several of the Company’s customers. It
is clear that they believe the Company’s recent product introductions and management team is
a welcome and refreshing change from years past, when there was little innovation and a
confusing leadership structure. Customers credit Mr. Connor for bringing about these
changes. Second, we believe Mr. Connor has earned the respect and trust of shareholders, in
general, and Roumell Asset Management, in particular. We understand that combining the
Chairman and CEO roles has come under criticism in recent years. However, in this instance,
the Company must continue to communicate operational continuity and consistent
leadership. We believe Mr. Connor’s taking on the role of Chairman will accomplish both
goals. If the Board decides to alter this arrangement after a period of time, it will have more
information and be better positioned to make the decision to separate the roles. Today,
however, we believe a strong consistent unifying voice is what investors, customers and
employees desire and need.
As we have previously stated, we believe there is substantial underlying intrinsic value in the
Company and a sale of the Company today may not fully realize such value. Recent
conversations with major customers underscore our belief. We understand that customers are
welcoming the new AE2 compressor, have begun designing it into new commercial refrigeration

35
equipment and believe the Company has emerged from a period of underinvestment and is well
positioned in the industry going forward. The interest of Messrs. Suliman and Jackson to
become involved in the Company’s turnaround further confirms our investment thesis. We also
welcome the recent addition of Ms. Stephanie Hickman Boyse to the Board, bringing a much-
needed perspective of an independent, proven operating executive with relevant industry
experience.
Finally, we would urge shareholders (A and B) to immediately make their views known to the
Board. It is important that this Board know whether shareholders support the inclusion of
these nominees on its slate under the terms outlined above. We believe shareholders will be
well-served by Mr. Suliman and Mr. Jackson and urge all shareholders to support these
individuals. Roumell Asset Management, LLC has sought to work constructively in a cooperative
manner on behalf of all shareholders.
ROUMELL ASSET MANAGEMENT,
LLC
SEC Link
January 22, 2013
Dear Board of Directors of Tecumseh Products Company:
In light of Mr. Herrick stepping down as Chairman, we want to update our thoughts to the
board. First, we believe Mr. Herrick took an appropriate step in enabling the company to move
forward in a manner that we believe will maximize shareholder value. In a previous round of
ownership, in 2009, Roumell Asset Management supported the Herrick slate and we remain of
the belief that we voted correctly. The Herrick slate immediately improved governance, put an
end to egregious executive compensation and put in place first rate managers, the core of which
are still in place today. For these efforts, we applaud the Herrick slate and the leadership of
Kent Herrick in particular. We recognize that agreeing to fundamental change for a company
founded and managed by prior family generations is difficult to accept. We honor Mr. Herrick’s
stewardship over the past three years and hope the current management team will continue to
benefit from his counsel, particularly regarding product development. Mr. Herrick represents
significant aggregate family ownership, and his industry knowledge is both deep and unique.

36
We no longer believe outside capital is necessary and want to withdraw our previous
recommendation that the board invite, on a preferred share basis, outside investors in on
Tecumseh’s turnaround initiatives. We believe management is up to the task of executing a
turnaround plan that should generate significant cash from asset monetization opportunities.
We strongly encourage the board to immediately begin working with the individual,
representing a Brazilian company, we identified in our January 14th letter to sell its Brazilian
assets. This will accomplish two things. First, it will result in a significant cash infusion and
effectively allow the company to self-finance its turnaround. Second, it will allow the company
to exit, to the precise extent it desires, its household R & F business, a poor business that does
not reliably generate cash. In effect, this would be like doing a sale leaseback on an office
building but then only needing to lease half the space of the building upon sale. As indicated in
the January 14th letter, entering into long-term supply agreements with the buyer for specific
compressor lines determined to be appropriate is desirable and doable. We continue to believe
the company should actively push ahead with monetizing non-core assets in India as well, which
we believe offer substantial and unrecognized value.
In addition, it is our strong opinion that cash raised from monetizing non-core assets should
immediately be returned to shareholders in the form of special dividends. We fully support the
company maintaining adequate liquidity and the necessary funds to appropriately invest in its
core commercial business, but we believe shareholders are due excess cash in the form of a
special dividend.
Additionally, we want to recommend the board announce its intentions regarding the following
issues promptly:
 An indication that it will at some point in the near future put forth a plan to collapse
the A/B share classes into one share class.
 We recommend that Jim Connor be nominated as the company’s new Chairman, as
well as maintain his CEO role.
 We suggest that Mike Noelke, Executive VP of Global Sales, be considered for a board
seat.
Lastly, we are aware of rumors that we believe are legitimate that the company received
interest from well regarded private equity firms, for the whole company, at roughly the $8
level. We commend the board for not accepting any offers at this level. An outright buyer
would not have the benefit of the company’s significant NOLs, approximately $400 million,
which even at twenty cents on the dollar, are worth an additional $4 per share to existing
shareholders. If NOLs were transferable, an $8 buyer would likely become a $12 buyer, and still
meet its own return objectives. A private equity buyer of even $8 is building in a long term
return that we believe current shareholders should enjoy. Thus, at this point, we would not
support any offer below $10 per share.

37
We understand the board may not be able to execute on some of these items presented above in
the near term, but we believe the company can state its intentions clearly. With such clarity, we
will continue to support this board and its management team. As we have long maintained, we
believe the management expertise is in place to begin a sound restructuring plan that will
enable Tecumseh to raise significant cash, become free cash positive and have that cash flow
sheltered for years to come.
ROUMELL ASSET MANAGEMENT
SEC Link
January 14, 2013
Dear Board of Directors of Tecumseh Products Company:
Following a meeting between Jim Roumell and Kent Herrick, the Chairman of Tecumseh’s board
of directors (the “Board”), on Friday, January 11, 2013, we felt compelled to share certain
information with other shareholders. Also, while we have been a patient and generally passive
investor, based again on this meeting, we believe it is in our and other shareholders’ best
interest for us to voice our opinions on certain matters and to, hopefully, influence management
and the Board to take steps to maximize the value of Tecumseh for all shareholders.
As we have said to you before, we believe CEO Jim Connor has clearly demonstrated leadership
and vision in moving Tecumseh into a new era while leveraging the considerable strength that
comes from the company’s long history as a leading compressor manufacturer, and we believe
Mr. Connor is supported by a strong management team and capable Board led by Chairman
Herrick, who has delivered on his promise for a more transparent company with stronger
internal corporate governance controls since assuming his current role. In short, we believe the
company has made significant positive steps on an operational level, but we believe more
should and can be done to maximize shareholder value.
That said, the confidence we have in the company’s management team appears to have been
well-founded. In the company’s last quarterly earnings announcement, on a year-over-year
basis, sales increased 5.2% (16.6% if unfavorable currency changes are excluded) due to “net
volume and mix increases” while gross margins increased from 2.5% to 8.7%. The company
noted that it had “acquired new customers in the European market as a result of a European
competitor that ceased production earlier in 2012.” Moreover, the company’s suite of
Masterflux variable speed compressors and its new suite of condensing units offer meaningful
growth opportunities.

38
In the latter part of 2012, we were approached by two separate individuals who showed
substantial interest in the company. In one instance, an individual, representing, in his words,
“a large Brazilian company,” expressed a strong desire of this firm to purchase Tecumseh’s
Brazilian assets (compressor plants and foundry) and suggested a potential market value
between $50 million and $125 million. This individual indicated willingness on the part of the
company he is representing to enter into any supply agreements so as not to disrupt any
compressor lines Tecumseh may want to retain. We referred this individual to the company’s
outside counsel, and we have not been a party to any contacts, conversations or negotiations
between this individual and the company. Last week, this individual expressed to us his deep
frustration at what he perceives to be Tecumseh’s unwillingness to enter into an agreement to
allow the entity he represents to purchase the Brazilian assets. This individual indicated to us
that he did in fact meet with the company on two occasions but feels his proposal is being
effectively ignored. Given current business trends, the company may have a legitimate basis for
keeping the Brazilian compressor manufacturing assets; however, if this is the case, the
company should explain its rationale to shareholders. In this regard, we do not see the need for
a foundry in Brazil, so this asset seems ripe for monetization.
In a separate instance, we were approached by a highly-regarded private investor interested in
investing in Tecumseh on a preferred stock basis, with a proposed dividend rate below the
company’s current cost of debt capital and with interest payments potentially being deferred
and at a strike price significantly above the company’s current share price, so long as he could
have a significant voice on, but not control of, the Board. We referred this investor to the
company and were not a party to any negotiations between this investor and the company. This
investor expressed a view similar to ours in that he believed the company possessed a strong
set of assets, a legacy brand and on a restructured basis could shelter its earnings given its $400
million loss carry forwards. This investor, and his partner, have blue chip investment
backgrounds and have a recognizable and identifiable track record of successfully turning
around companies. We referred this investor to the company’s outside counsel because we
believe this individual’s long-term capital commitment, background and vision would all
increase the likelihood of a successful Tecumseh turnaround.
What appears clear to us is that Tecumseh possesses asset value significantly above what is
reflected in its current share price, and that there are parties interested in purchasing discrete
assets, as well as a highly respected investor who seems to have a keen interest in participating
in the company’s turnaround and is willing to commit significant capital to that end. We are
concerned that the company is not sufficiently considering these, and possibly other, legitimate
ideas being put forth, and we believe the overtures we are aware of, if pursued and
consummated, would unlock shareholder value.
We continue to believe that Mr. Connor has ably assembled a strong management team and has
shown leadership in reducing costs, introducing new products and entering new markets. Mr.
Connor was kind enough to make a presentation to our investors in September 2012 and was
very well-received by our investors. Jim Roumell’s visit with line managers in India indicated
that Mr. Connor has gained their confidence and respect. The company’s current stability
is welcome and the current management team’s efforts deserve recognition. The company
additionally appears poised to benefit from currency and commodity cost changes. Mr. Connor,

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