Asure Software Responds to Pinnacle Fund and Red Oak Partners' Proposed Settlement

Asure Software's (NASDAQ: ASUR) Board of Directors today responded to a proposed settlement of the lawsuit Asure recently filed in Federal Court against Pinnacle Fund, Red Oak Partners and their affiliates.

"After reviewing Pinnacle's settlement proposal, we quickly concluded that their proposed settlement actually ignores the primary thrust of the company's lawsuit and instead focuses on a wholly tangential allegation," said Nancy Harris, Chief Executive Officer at Asure. "That being said, we are very interested in finding a mutually agreeable basis for settlement in this case and in the overall dispute with Pinnacle. We have tried on numerous occasions to reach a settlement with Pinnacle on a variety of issues, but the group seems disinterested in participating in a good faith discussion of relevant matters."

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Asure sued Pinnacle and certain other stockholders who have been acting in concert with Pinnacle because, as alleged in the lawsuit, they have, collectively, violated the federal securities laws by failing to disclose the existence of their group. The lawsuit is intended to force compliance with the federal securities laws.

"We think it is extremely unfortunate that Pinnacle and its group are amassing shares illegally in an attempt to seize control of the company without paying shareholders a premium for the company, and they've offered us no choice but to do everything we can, including filing suit against them, to defend our stockholders against their actions," Harris said. "Pinnacle's hostile takeover attempt has forced the Company to spend what will ultimately amount to hundreds of thousands of dollars in expense and yet it is the only thing we can do to protect our shareholders against this piracy."

"Pinnacle clearly seems confused in this matter. Their proposed settlement focuses solely on the company's assertion that Pinnacle is planning to liquidate the company. While Pinnacle has in fact previously characterized the company as an 'asset play' -- a clear indication of Pinnacle's intention to liquidate the company (and a characterization that Pinnacle is now disavowing at every opportunity) -- that is not the primary complaint in our suit," Harris said.

"Moreover, it is equally important to note that while Pinnacle is now disavowing its initial plans to liquidate the company, Pinnacle has still not articulated any comprehensive plan for achieving profitability and increasing stockholder value. They are attempting to convince shareholders to elect a Board of Directors that has no public company board experience to speak of and have not outlined any plans for the company's future. Again, in light of the situation, we are left with no other option than to vigorously defend shareholders against their attempt to take control of the company," Harris said.

The Company has responded to Pinnacle's proposed settlement with a counter proposal of settlement.

The full text of Asure's offer of settlement to Pinnacle Fund is included below:

Dear Mr. Sandberg:

I am in receipt of your letter to the Board of Directors of Forgent Networks, Inc. d/b/a Asure Software ("Asure") dated July 13, 2009. As Executive Chairman of the Board, I have been asked to respond.

First, I would like to address a point of apparent confusion in your letter. Asure has sued you and the other members of your group primarily because, as alleged in that lawsuit, you have, collectively, violated the federal securities laws by failing to disclose the existence of your group. Secondarily, the issue of your intention to liquidate the company is a matter of misrepresentation on your part; the lawsuit is intended to force compliance with the federal securities laws. Through your concerted actions, your group has given the company little choice but to file the lawsuit to protect the interests of our stockholders.

As I read, your suggested bases for a proposed settlement of the lawsuit ignores this fundamental violation of the securities laws and is, therefore, wholly unacceptable. However, as we, too, are interested in preserving stockholder value and would like nothing more than to conclude this litigation quickly (on terms compatible with and protective of our stockholders' interests), please accept this as our counter offer and proposal for settlement:

--  You will immediately amend your Schedule 13D filing to (i) disclose
    all of the members of your group (including the named defendants in the
    lawsuit and any others acting in concert with you), (ii) disclose the full
    direct and beneficial ownership of Asure common stock by the members of
    your group, and (iii) make such other amendments as are required under
    applicable law given the misstatements and omissions contained in your
    earlier Schedule 13D filings.
--  You will immediately withdraw your slate of director nominees.
--  You and each of the members of your group will immediately execute and
    deliver to Asure's corporate secretary comprehensive non-disparagement
    agreements, in form and substance acceptable to the Company in its sole
    discretion.