SC 13D/A

NUMBER OF SHARES BENEFICIALLY

OWNED BY EACH REPORTING PERSON

WITH

SOLE VOTING POWER

0

SHARED VOTING POWER

1,766,499

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

1,766,499

0001193125-19-122666.txt : 20190426 0001193125-19-122666.hdr.sgml : 20190426 20190426171702 ACCESSION NUMBER: 0001193125-19-122666 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20190426 DATE AS OF CHANGE: 20190426 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Liberated Syndication Inc. CENTRAL INDEX KEY: 0001667489 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 475224851 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90598 FILM NUMBER: 19772841 BUSINESS ADDRESS: STREET 1: 5001 BAUM BLVD., SUITE #770 CITY: PITTSBURGH STATE: PA ZIP: 15213 BUSINESS PHONE: 412-621-0902 MAIL ADDRESS: STREET 1: 5001 BAUM BLVD., SUITE #770 CITY: PITTSBURGH STATE: PA ZIP: 15213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Camac Fund, LP CENTRAL INDEX KEY: 0001516478 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: CAMAC CAPITAL, LLC STREET 2: 350 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 914-629-8496 MAIL ADDRESS: STREET 1: CAMAC CAPITAL, LLC STREET 2: 350 PARK AVENUE, 13TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 d701119dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Liberated Syndication, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

53013F100

(CUSIP Number)

ERIC SHAHINIAN

CAMAC PARTNERS, LLC

350 PARK AVENUE, 13TH FLOOR

NEW YORK, NY 10022

914-629-8496

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/26/2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1		NAMES OF REPORTING PERSONS Camac Partners, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States

(1)	The percentage of class is based on 28,171,974 shares of common stock issued and outstanding as of March 12, 2019, as reported in Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2018, of Liberated Syndication, Inc.

Page 1 of 13


1		NAMES OF REPORTING PERSONS Camac Capital, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States

(1)	The percentage of class is based on 28,171,974 shares of common stock issued and outstanding as of March 12, 2019, as reported in Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2018, of Liberated Syndication, Inc.

Page 2 of 13


1		NAMES OF REPORTING PERSONS Camac Fund, LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States

(1)	The percentage of class is based on 28,171,974 shares of common stock issued and outstanding as of March 12, 2019, as reported in Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2018, of Liberated Syndication, Inc.

page 3 of 13


1		NAMES OF REPORTING PERSONS Eric Shahinian
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)	The percentage of class is based on 28,171,974 shares of common stock issued and outstanding as of March 12, 2019, as reported in Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2018, of Liberated Syndication, Inc.

page 4 of 13


1		NAMES OF REPORTING PERSONS Michael Cricenti
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)	The percentage of class is based on 28,171,974 shares of common stock issued and outstanding as of March 12, 2019, as reported in Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2018, of Liberated Syndication, Inc.

Page 5 of 13


1		NAMES OF REPORTING PERSONS Simeon McMillan
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)	The percentage of class is based on 28,171,974 shares of common stock issued and outstanding as of March 12, 2019, as reported in Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2018, of Liberated Syndication, Inc.

Page 6 of 13


1		NAMES OF REPORTING PERSONS Adam Pincus
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)	The percentage of class is based on 28,171,974 shares of common stock issued and outstanding as of March 12, 2019, as reported in Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2018, of Liberated Syndication, Inc.

Page 7 of 13


1		NAMES OF REPORTING PERSONS Bradley M. Tirpak
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

(1)	The percentage of class is based on 28,171,974 shares of common stock issued and outstanding as of March 12, 2019, as reported in Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2018, of Liberated Syndication, Inc.

Page 8 of 13

Explanatory Note

This Amendment No. 1 (this “Amendment”) amends, supplements and restates in its entirety the Schedule 13D filed on January 8, 2019 (as amended, the “Schedule 13D”), by the Reporting Persons relating to the Common Stock of the Issuer (as such terms are defined below).

Item 1. Security and Issuer

This statement on Schedule 13D (this “Statement”) is filed with the Securities and Exchange Commission by the Reporting Persons with respect to the common stock, par value $0.001 per share (the “Common Stock”), of Liberated Syndication, Inc. (the “Issuer”). The principal executive office address of the Issuer is 5001 Baum Blvd., Suite 770 Pittsburgh, PA 15213.

Item 2. Identity and Background

(a)

This Statement is filed by:

(i) Camac Partners, LLC, a Delaware limited liability company (“Camac Partners”), who serves as the investment manager of Camac Fund (as defined below);

(ii) Camac Capital, LLC, a Delaware limited liability company (“Camac Capital”), who serves as the general partner of Camac Fund;

(iii) Camac Fund, LP, a Delaware limited partnership (“Camac Fund”);

(iv) Eric Shahinian, as the managing member of Camac Partners and a nominee for the Board of Directors of the Issuer (the “Board”);

(v) Michael Cricenti, as a nominee for the Board;

(vi) Simeon McMillan, as a nominee for the Board;

(vii) Adam Pincus, as a nominee for the Board; and

(viii) Bradley M. Tirpak, as a nominee for the Board.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Camac Partners, Camac Capital, Camac Fund and Mr. Shahinian are referred to as “Camac.” Each of the Reporting Persons is party to the Joint Filing and Solicitation Agreement, as further described in Item 4 and filed as an exhibit to this Statement. Accordingly, the Reporting Persons are making a joint filing.

(b)

The address of the principal office of Camac Partners, Camac Capital, Camac Fund and Mr. Shahinian is c/o Camac Partners, LLC, 350 Park Avenue, 13th Floor, New York, NY 10022. The address of Mr. Cricenti is 3111 North Houston Street, Apt. 318, Dallas, Texas 75219. The address of Mr. McMillan is 500 Frank W. Burr Blvd, Teaneck, NJ 07666. The address of Mr. Pincus is 68 Jay Street, Suite 422, Brooklyn, NY 11201. The address of Mr. Tirpak is 39 Dover Street, W1S4NN London, United Kingdom.

Page 9 of 13

(c)

The principal business of Camac Fund is investing in securities. Camac Partners is the investment manager of Camac Fund. Camac Capital is the general partner of Camac Fund and Camac Partners. The principal occupation of Mr. Shahinian is serving as the manager of Camac Capital and the managing member of Camac Partners. The principal occupation of Mr. Cricenti is Managing Director of Magis Capital Partners, LLC. The principal occupation of Mr. McMillan is Director, Corporate Financial Planning & Analysis at Univision Communications, Inc. The principal occupation of Mr. Pincus is founder and Chief Executive Officer of Anbaric Audio. The principal occupation of Mr. Tirpak is Managing Director of Palm Active Partners LLC.

(d)

During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Camac Partners, Camac Capital, and Camac Fund are organized under the laws of Delaware. Mr. Shahinian is a citizen of the United States of America. Mr. Cricenti is a citizen of the United States of America. Mr. McMillan is a citizen of the United States of America. Mr. Pincus is a citizen of the United States of America. Mr. Tirpak is a citizen of the United States of America and a citizen of the Republic of Ireland.

Item 3. Source and Amount of Funds or Other Consideration

The shares of Common Stock purchased by Camac Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 1,766,499 shares of Common Stock beneficially owned by Camac Fund is approximately $2,465,781, including brokerage commissions. The aggregate purchase price of the 63,385 shares of Common Stock beneficially owned by Mr. McMillan is approximately $94,242, excluding broker commissions.

Item 4. Purpose of Transaction

The Reporting Persons purchased the shares of Common Stock for investment purposes, and such purchases have been made in the ordinary course of business of the Reporting Persons.

In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock at times, and in such manner, as they deem advisable to benefit from, among other things, (1) changes in the market prices of the shares of Common Stock; (2) changes in the Issuer’s operations, business strategy or prospects; or (3) from the sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons will closely monitor the Issuer’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as other economic, securities markets and investment considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with the Issuer’s management or the Board, other stockholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit, and other investors. Such evaluations and discussions may materially affect, and result in, among other things, the Reporting Persons (1) modifying their ownership of the Common Stock; (2) exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements; (3) proposing changes in the Issuer’s operations, governance (including the composition of the Board and the Issuer’s management) or capitalization; (4) pursuing a transaction that would result in the Reporting Persons’ acquisition of all or a controlling interest in the Issuer; or (5) pursuing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

Page 10 of 13

In addition to the information disclosed in this Statement, the Reporting Persons reserve the right to (1) formulate other plans and proposals; (2) take any actions with respect to their investment in the Issuer, including any or all of the actions set forth in subsections (a) through (j) of Item 4 of Schedule 13D; and (3) acquire additional shares of Common Stock or dispose of some or all of the shares of Common Stock beneficially owned by them, in each case in the open market, through privately negotiated transactions or otherwise. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.

The Reporting Persons believe that substantial and immediate change is needed at the Issuer. In support of this belief, on April 26, 2019, the Reporting Persons commenced a process to call a special meeting of stockholders of the Issuer (a “Special Meeting”). If a Special Meeting is called, the Reporting Persons intended to present a number of matters to a vote of stockholders, including (1) the removal of all of the Issuer’s current directors; (2) the election of five highly qualified, independent directors; and (3) substantial improvements to the Issuer’s corporate governance. In order to call a Special Meeting, the Reporting Persons must deliver written special meeting requests from the holders of at least 25 percent of the Common Stock. The press release issued by the Reporting Persons concerning the foregoing is attached as Exhibit 3 and is incorporated by reference.

On April 26, 2019, the Reporting Persons entered into a Joint Filing and Solicitation Agreement (the “Joint Filing and Solicitation Agreement”) in which, among other things, the Reporting Persons agreed to (1) the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company; and (2) form a “group” for the purpose of, among other things, soliciting proxies or consents at one or more annual or special meetings of the stockholders of the Issuer. The foregoing description of the Joint Filing and Solicitation Agreement is qualified in its entirety by reference to the Joint Filing and Solicitation Agreement, which is attached as Exhibit 1 and is incorporated by reference.

Camac intends to engage in discussions with the Board and the Issuer’s management regarding representation on the Board for Camac and the composition of the Board generally. The Reporting Persons will, if necessary, pursue the election of candidates to the Board at the Issuer’s next annual meeting of stockholders.

Item 5. Interest in Securities of the Issuer

(a) and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Statement are incorporated by reference. As of 4:00 p.m., Eastern time, on April 26, 2019, (1) Camac beneficially owned 1,766,499 shares of Common Stock, representing approximately 6.3% of the outstanding shares of Common Stock; (2) Mr. McMillan beneficially owned 63,385 shares of Common Stock, representing approximately 0.2% of the outstanding shares of Common Stock; and (3) no other Reporting Person beneficially owned shares of Common Stock.

Camac Capital, as the general partner of Camac Fund, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Camac Fund, and may be deemed to be the indirect beneficial owner of such shares. Camac Capital disclaims beneficial ownership of such shares for all other purposes.

Camac Partners, as the investment manager of Camac Fund, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Camac Fund, and may be deemed to be the indirect beneficial owner of such shares. Camac Partners disclaims beneficial ownership of such shares for all other purposes.

Mr. Shahinian, as the managing member of Camac Partners, may be deemed to have the power to direct the voting and disposition of the shares of Common Stock beneficially owned by Camac Fund, and may be deemed to be the indirect beneficial owner of such shares. Mr. Shahinian disclaims beneficial ownership of such shares for all other purposes.

To the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 is the beneficial owner of any shares of Common Stock.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed to be the beneficial owner of the shares of Common Stock directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein.

(c) Except as set forth in Schedule A, none of the Reporting Persons has effected any transactions in the Common Stock in the 60 days prior to the date of this Statement.

Page 11 of 13

(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

(e)

Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than as described in this Statement, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Page 12 of 13

Item 7. Material to be Filed as Exhibits


Exhibit 1		Joint Filing and Solicitation Agreement.

Exhibit 2		Powers of Attorney.

Exhibit 3		Press Release, dated April 26, 2019.

Page 13 of 13

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: April 26, 2019


Camac Partners, LLC

By:		Camac Capital, LLC,
		its general partner


By:		/s/ Eric Shahinian
Name:		Eric Shahinian
Title:		Managing Member of the GP


Camac Capital, LLC

By:		/s/ Eric Shahinian
Name:		Eric Shahinian
Title:		Managing Member


Camac Fund, LP

By:		Camac Capital, LLC,
		its general partner


By:		/s/ Eric Shahinian
Name:		Eric Shahinian
Title:		Managing Member of the GP


Eric Shahinian

/s/ Eric Shahinian
Individually and as attorney-in-fact for Michael Cricenti, Simeon McMillan, Adam Pincus and Bradley M. Tirpak

SCHEDULE A

Transactions in the Shares of Common Stock by the Reporting Persons During the Past 60 Days

The following tables set forth all transactions with respect to the Common Stock effected in the last 60 days by or on behalf of the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., Eastern time, on April 26, 2019. Unless otherwise indicated, all transactions were effected in the open market.

CAMAC FUND, LP


Transaction Date	Shares of Common Stock Purchased		Price Per Share
3/4/2019		44,600	$	1.62
3/5/2019		17,700	$	1.65
3/6/2019		24,051	$	1.62
3/7/2019		7,900	$	1.62
3/8/2019		35,153	$	1.62
3/11/2019		31,500	$	1.62
3/12/2019		949	$	1.64
3/19/2019		447	$	1.66

SIMEON MCMILLAN


Transaction Date	Shares of Common Stock Purchased		Price Per Share
4/12/2019		14,290	$	2.12

A-1

EX-99.1 2 d701119dex991.htm EXHIBIT 1 Exhibit 1

Exhibit 1

JOINT FILING AND SOLICITATION AGREEMENT

This joint filing and solicitation agreement (this “Agreement”), dated April 26, 2019, is between (a) Camac Fund, LP, Camac Partners, LLC, Camac Capital, LLC and Eric Shahinian (collectively, the “Camac Entities”); and (b) Michael Cricenti, Simeon McMillan, Adam Pincus and Bradley M. Tirpak. The parties to this Agreement are each referred to as a “Party.”

RECITALS

A. Certain of the Parties are stockholders, direct or beneficial, of Liberated Syndication, Inc. a Nevada corporation (the “Company”).

B. The Parties wish to form a “group” for the purpose of: (a) soliciting proxies or consents at one or more annual or special meetings of the stockholders of the Company or actions by written consent; (b) taking such other actions as the Parties deem advisable; and (c) taking all other action necessary or advisable in connection with the foregoing (collectively, the “Group Activities”).

AGREEMENT

The Parties therefore agree as follows:

1. Joint Filing. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each Party agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company (including, options to purchase or sell securities of the Company, and swaps, synthetics and other derivative securities or instruments the value of which is solely and directly related to equity securities of the Company) (collectively, “Securities”). Each Party will be responsible for the accuracy and completeness of such Party’s disclosure in any such filing, and is not responsible for the accuracy and completeness of the information concerning the other Parties, unless such Party knows or has reason to know that such information is inaccurate.

2. Notification; Pre-clearance.

(a) Notification of Transactions. So long as this Agreement is in effect, each of the Parties will provide prompt written notice to Wilson Sonsini Goodrich & Rosati, Professional Corporation (“WSGR”) of any (a) purchases or sales of Securities; or (b) Securities over which they acquire or dispose of beneficial ownership. Such notice will be given no later than 12 hours after each such transaction. For purposes of this Agreement, the term “beneficial ownership” will have the meaning given to such term set forth in Rule 13d-3 under the Exchange Act.

(b) Pre-clearance of Transactions. So long as this agreement is in effect, each of Messrs. Cricenti, McMillan, Pincus and Tirpak agrees to provide the Camac Entities with advance written notice prior to effecting any purchase, sale, acquisition or disposal of any securities of the Company so that the Camac Entities have an opportunity to review the potential implications of any such transaction in the securities of the Company and pre-clear any such potential transaction. Each of Messrs. Cricenti, McMillan, Pincus and Tirpak agrees that he will not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without the prior written consent of the Camac Entities.

3. Purpose. The Parties agree to form a “group” for the purpose of undertaking the Group Activities.

4. Costs. The Parties agree that certain expenses and costs (including all legal fees) are likely to be incurred in connection with the Group Activities (the “Expenses”). The Camac Entities will (a) have the right to pre-approve all Expenses; and (b) pay directly (using any pro rata allocations among the Camac Entities, if appropriate) all such pre-approved Expenses. Camac will be responsible for paying the Expenses.

5. Coordination. Each of Party agrees that any filing with the Securities and Exchange Commission, press release, public or private communication, or any proposed agreement or negotiating position of the Parties proposed to be made or issued by the Parties (or any of them) in connection with the Group Activities must be first approved by the Camac Entities or their representatives. The Parties will work in good faith to resolve any disagreement that may arise between them concerning decisions to be made, actions to be taken or statements to be made in connection with the Group Activities.

6. Limited Relationship. The relationship of the Parties will be limited to carrying on the Group Activities in accordance with the terms of this Agreement. Such relationship will be construed and deemed to be for the sole and limited purpose of carrying on the Group Activities. Nothing in this Agreement will be construed to authorize any Party to act as an agent for any other Party, or to create a joint venture or partnership, or to constitute an indemnification. Except as otherwise provided in this Agreement, this Agreement will not restrict any Party’s right to purchase or sell Securities as it deems appropriate, in its sole discretion, so long as all such purchases and sales are made in compliance with all applicable securities laws and this Agreement.

7. Termination. Any Party may terminate such Party’s obligations under this Agreement by providing 24 hours prior written notice to all other Parties, with a copy by email to Douglas K. Schnell of WSGR (email: dschnell@wsgr.com).

8. Counsel. Each of the Parties agrees that WSGR will act as counsel for the Parties and the Camac Entities as it relates to the Group Activities and their respective investment in the Company.

9. Filing Requirement. Each of the Parties agrees that this Agreement will be filed as an exhibit to any Schedule 13D that may in the future be required to be filed under applicable law pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

10. Entire Agreement. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter of this Agreement.

-2-

11. Severability. In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect, and the application of such provision to the other Parties or circumstances will be interpreted so as reasonably to effect the intent of the Parties. The Parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

12. Counterparts. This Agreement and any amendments may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart. Any such counterpart, to the extent delivered by fax or .pdf, .tif, .gif, .jpg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”), will be treated in all manner and respects as an original executed counterpart and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No Party may raise the use of an Electronic Delivery to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of an Electronic Delivery, as a defense to the formation of a contract, and each Party forever waives any such defense, except to the extent that such defense relates to lack of authenticity.

13. Jurisdiction; Governing Law. Each Party irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (the “Chancery Court”) for any action, suit or proceeding arising out of or relating to this Agreement (and agrees not to commence any action, suit, or proceeding relating thereto except in the Chancery Court). To the extent that the Chancery Court would not have subject matter jurisdiction over any such action, suit or proceeding, each Party irrevocably and unconditionally consents to submit to the exclusive jurisdiction of any state or federal court in the State of Delaware (such courts, together with the Chancery Court, the “Chosen Courts”). Each Party irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement in the Chosen Courts, and further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any Chosen Court has been brought in an inconvenient forum. The Parties agree that a final judgment no longer subject to appeal in any such dispute will be conclusive and may be enforced in other jurisdictions by suits on the judgment or in any other manner provided by law. EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. This Agreement is governed by and construed in accordance with the laws of the State of Delaware.

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14. Specific Performance. Each Party acknowledges that (a) the Parties would be irreparably injured by a breach of this Agreement; and (b) monetary remedies would be inadequate to protect the non-breaching Parties against any actual or threatened breach or continuation of any breach of this Agreement. Without prejudice to any other rights and remedies otherwise available to the non-breaching Parties, each Party agrees to (i) the granting of equitable relief, including injunctive relief and specific performance, in the other Parties’ favor without proof of actual damages in the event of the actual or threatened breach of this Agreement; and (ii) waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedy will not be deemed to be the exclusive remedy for a breach of this Agreement but will be in addition to all other remedies available at law or equity to the non-breaching Parties.

15. Interpretations.

(a) Hereof, Including, etc. When used in this Agreement, (i) the words “hereof,” “herein” and “herewith” and words of similar import will, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement; and (ii) the words “include,” “includes” and “including” will be deemed in each case to be followed by the words “without limitation.”

(b) Neither, etc. Unless the context otherwise requires, “neither,” “nor,” “any,” “either” and “or” are not exclusive.

(c) Gender and Number. The meaning assigned to each capitalized term defined and used in this Agreement is equally applicable to both the singular and the plural forms of such term, and words denoting any gender include all genders. Where a word or phrase is defined in this Agreement, each of its other grammatical forms has a corresponding meaning. All terms defined in this Agreement will have the defined meanings when used in any certificate or other document made or delivered pursuant to this Agreement unless otherwise defined in such certificate or document.

(d) References to Parties. When reference is made to any Party, such reference includes that Party’s successors and permitted assigns.

(e) Legislation. A reference to any specific legislation or to any provision of any legislation includes any amendment to, and any modification, re-enactment or successor thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued thereunder or pursuant thereto.

(f) Headings. The headings set forth in this Agreement are for convenience of reference purposes only and will not affect or be deemed to affect in any way the meaning or interpretation of this Agreement or any term or provision of this Agreement.

(g) Joint Drafting. The Parties waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

[Signature page follows.]

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The Parties are signing this Agreement on the date stated in the introductory clause.


CAMAC FUND, LP

By:		Camac Capital, LLC,
its general partner

By:		/s/ Eric Shahinian
		Name: Eric Shahinian Title: Managing Member of the GP

CAMAC PARTNERS, LLC

By:		Camac Capital, LLC,
its general partner


By:		/s/ Eric Shahinian
		Name: Eric Shahinian
		Title: Managing Member of the GP


CAMAC CAPITAL, LLC

By:		/s/ Eric Shahinian
		Name: Eric Shahinian
		Title: Managing Member

ERIC SHAHINIAN

/s/ Eric Shahinian

MICHAEL CRICENTI

/s/ Michael Cricenti

[Signature Page to Joint Filing and Solicitation Agreement]

SIMEON MCMILLAN

/s/ Simeon McMillan

ADAM PINCUS

/s/ Adam Pincus

BRADLEY M. TIRPAK

/s/ Bradley M. Tirpak

[Signature Page to Joint Filing and Solicitation Agreement]

EX-99.2 3 d701119dex992.htm EXHIBIT 2 Exhibit 2

Exhibit 2

POWER OF ATTORNEY

Know all by these presents, that the undersigned constitutes and appoints Eric Shahinian as the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (a) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Liberated Syndication, Inc., a Nevada corporation (the “Company”); and (b) one or more solicitations of proxies or written consents at the Company (each, a “Solicitation”) by Camac Partners LLC or any of its affiliates (collectively, the “Camac Group”). Such action shall include, but not be limited to:

1. Executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Camac Group that is required to be filed under Section 13(d) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”) solely in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or a Solicitation;

2. Executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act solely in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or a Solicitation;

3. Executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents solely in connection with the Company or a Solicitation;

4. Performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the United States Securities and Exchange Commission and any stock exchange or similar authority, in each case solely in connection with the Company or a Solicitation; and

5. Taking any other action of any type whatsoever in connection with a Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of a “group” with the Camac Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

The undersigned has caused this Power of Attorney to be signed on the set forth below.

MICHAEL CRICENTI

/s/ Michael Cricenti

Date: April 26, 2019

POWER OF ATTORNEY

6. Executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Camac Group that is required to be filed under Section 13(d) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”) solely in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or a Solicitation;

7. Executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act solely in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or a Solicitation;

8. Executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents solely in connection with the Company or a Solicitation;

9. Performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the United States Securities and Exchange Commission and any stock exchange or similar authority, in each case solely in connection with the Company or a Solicitation; and

10. Taking any other action of any type whatsoever in connection with a Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned has caused this Power of Attorney to be signed on the set forth below.

SIMEON MCMILLAN

/s/ Simeon McMillan

Date: April 26, 2019

POWER OF ATTORNEY

11. Executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Camac Group that is required to be filed under Section 13(d) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”) solely in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or a Solicitation;

12. Executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act solely in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or a Solicitation;

13. Executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents solely in connection with the Company or a Solicitation;

14. Performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the United States Securities and Exchange Commission and any stock exchange or similar authority, in each case solely in connection with the Company or a Solicitation; and

15. Taking any other action of any type whatsoever in connection with a Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned has caused this Power of Attorney to be signed on the set forth below.

ADAM PINCUS

/s/ Adam Pincus

Date: April 26, 2019

POWER OF ATTORNEY

16. Executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Camac Group that is required to be filed under Section 13(d) of the Securities Exchange Act of 1934 and the rules thereunder (the “Exchange Act”) solely in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or a Solicitation;

17. Executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act solely in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or a Solicitation;

18. Executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents solely in connection with the Company or a Solicitation;

19. Performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the United States Securities and Exchange Commission and any stock exchange or similar authority, in each case solely in connection with the Company or a Solicitation; and

20. Taking any other action of any type whatsoever in connection with a Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned has caused this Power of Attorney to be signed on the set forth below.

BRADLEY M. TIRPAK

/s/ Bradley M. Tirpak

Date: April 26, 2019

EX-99.3 4 d701119dex993.htm EXHIBIT 3 Exhibit 3

Exhibit 3

Camac Initiates Process to Call for

Special Meeting of Stockholders of Liberated Syndication

– Filed Request for Special Meeting –

– To Propose the Removal of All Four Existing Directors and the Election of Five Highly

Qualified, Independent Nominees –

New York, April 26, 2019 – Camac Partners, LLC (“Camac”), the investment manager of Camac Fund, LP, announced today the filing of a special meeting request statement to call a special meeting of stockholders of Liberated Syndication, Inc. (OTCQB: LSYN) (“Libsyn”). This filing is the first step toward bringing much-needed change to Libsyn. Camac owns approximately 6.3 percent of Libsyn, and has been a stockholder since 2017.

“It is long-past time for meaningful improvements at Libsyn,” said Eric Shahinian, the founder and managing member of Camac. “The current board of directors and management team have consistently lined their own pockets at the expense of stockholders. From outsized executive pay, to massive stockholder dilution to poor capital allocation, there is simply no excuse for the current state of Libsyn. Recent actions by the board and management to further increase their own compensation and continue to dilute stockholders will not be tolerated. We are committed to improving Libsyn for the benefit of all stockholders.”

As the first stage of improving Libsyn, Camac filed a special meeting request statement to solicit the written request of at least 25 percent of Libsyn’s common stock (including the shares beneficially owned by Camac) to call a special meeting of stockholders. Once the 25 percent threshold has been reached, Camac will formally request the special meeting and send proxy materials urging stockholders to vote in favor of the proposals that Camac intends to be considered at the special meeting. Camac currently intends to present proposals to remove Libsyn’s four existing directors, elect five highly qualified, independent nominees, and enact other needed governance improvements.

“We think that all existing directors should be removed,” said Mr. Shahinian. “In addition, we are proposing the election of five highly qualified, independent nominees. We believe that our nominees—Michael Cricenti, Simeon McMillan, Adam Pincus, Eric Shahinian and Bradley M. Tirpak—will bring needed discipline to Libsyn and an unwavering commitment to stockholder value.”

Continued Mr. Shahinian, “We strongly caution Libsyn and its board of directors against taking any actions that might interfere with the will of stockholders or otherwise prevent stockholders from having a say in the future of their company. We will do everything necessary to ensure that stockholders—the true owners of Libsyn—have the opportunity to fully and fairly consider our proposals.”

About Camac’s Nominees

Eric Shahinian is a successful investor. He founded Camac in 2011 and has served as its managing member since that time. Prior to founding Camac in 2011, Mr. Shahinian was an analyst at Kingstown Capital Management L.P., an investment firm, from 2009 to 2011. From August 2015 to May 2017, Mr. Shahinian was a director of Khan Resources, Inc., a mining company. Mr. Shahinian has a B.S. from Babson College.

Michael Cricenti is a successful investor. Since February 2017, he has served as the founder and chief investment officer of Magis Capital Partners LLC, a family office based in Dallas, Texas. From 2009 until 2017, Mr. Cricenti was a managing director of Bluestem Asset Management, an investment firm. Mr. Cricenti has extensive experience sourcing, researching and executing investments in public, private and partnership securities around the world. From 2007 to 2009 Mr. Cricenti worked at Harris Williams & Co. a leading middle market merger and acquisition investment bank. Mr. Cricenti has a B.S. from Babson College.

Simeon McMillan is a media executive. Since June 2017, he has served as Director of Corporate Financial Planning and Analysis at Univision Communications Inc. (“Univision”), a diversified media company focused on Hispanics and Latin Americans. From October 2015 to June 2017, Mr. McMillan served as an Associate in the Office of the Chief Executive Officer at Univision. From 2010 to 2012, Mr. McMillan worked at Sterling Partners, a private equity firm. Prior to Sterling Partners, Mr. McMillan worked at Goldman, Sachs & Co., an investment banking firm. Mr. McMillan has an M.B.A. from Columbia Business School and a B.S. from the Wharton School at the University of Pennsylvania.

Adam Pincus is a senior executive with an extensive background in podcast development, production, distribution, and the exploitation of podcast IP, as well as a background in film and television. Since February 2019, Mr. Pincus served as founder and Chief Executive Officer of Anbaric Audio, a podcast studio/production company. From May 2015 to September 2018, Mr. Pincus served as Executive Vice President, Programming & Content at First Look Media / Topic Studios. At First Look Media, Mr. Pincus oversaw the establishment of the podcast division, and the launch of numerous success shows, including “Politically Reactive” with Emmy winner W. Kamau Bell; “Intercepted,” the podcast for First Look Media’s investigative journalism unit The Intercept, hosted by award-winning journalist Jeremy Scahill; the #1 series “Missing Richard Simmons” and its follow up, “Headlong”; and “Anthem”, an original musical from John Cameron Mitchell (“Hedwig and the Angry Inch”), which launches on Luminary in April 2019. Prior to his time at First Look Media Mr. Pincus ran the North American content studio for WPP unit GroupM Entertainment, where he served as Executive Vice President, Programming and Production. From January 2008 to August 2013 Mr. Pincus was an executive at MediaCom where he served as Senior Partner, Director/Branded Entertainment, from January 2010 to August 2013 and Head of Content, MediaCom Beyond Advertising from January 2008 to December 2009. From 1998 to 2005 Mr. Pincus served as Senior Vice President, Original Programming, On-Air and New Media at Sundance Channel and was part of the operating committee. Mr. Pincus received a B.A. from Columbia University.

Bradley M. Tirpak is a successful investor focused on small-cap stocks. Since September 2016, he has been a managing director at Palm Active Partners LLC. From 2009 to 2016, Mr. Tirpak was founder and Chief Executive Officer of Locke Partners and managed various investment partnerships that focused on engaging public companies to improve corporate governance and improve stockholder returns. Earlier in his career, he worked for Credit Suisse First Boston, Caxton Associates, Sigma Capital Management and Chilton Investment Company. Mr. Tirpak is

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the Chairman of the Board of Full House Resorts, Inc., a casino developer and operator, and has been a director since December 2014, was a director of Flowgroup plc, an independent energy supplier in the UK, from July 2017 until October 2018, and was a director of Birner Dental Management Services, Inc., a manager of dental practices in Colorado, Arizona and New Mexico, from December 2017 to January 2018. From April 2015 to February 2017, he was a director of Applied Minerals, Inc., a leading producer of halloysite clay and advanced natural iron oxide solutions, and from January 2010 to February 2012, he was a director of USA Technologies, Inc., a payments company focused on the vending industry. Mr. Tirpak is a trustee of the HALO Trust USA, the world’s largest humanitarian mine clearance organization which clears the debris of war in over 20 countries. Mr. Tirpak received a B.S. from Tufts University and an M.B.A from Georgetown University.

Additional Information and Where to Find It

Camac Partners, LLC (“Camac”), together with the other participants identified below, has filed a preliminary special meeting request statement, together with a WHITE special meeting request card, with the Securities and Exchange Commission (the “SEC”) to be to be used to solicit requests for the calling of a special meeting of stockholders of Liberated Syndication, Inc. (“Libsyn”).

Camac will furnish a definitive special meeting request statement to Libsyn stockholders, together with a WHITE special meeting request card. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE SPECIAL MEETING REQUEST STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Stockholders may obtain, free of charge, Camac’s preliminary special meeting request statement, any amendments or supplements thereto and other relevant documents filed by Camac with the SEC at the SEC’s website (http://www.sec.gov). Copies of Camac’s definitive special meeting request statement, any amendments and supplements thereto, and any other relevant documents filed by Camac with the SEC will also be available, free of charge, by contacting Camac’s proxy solicitor, InvestorCom LLC, at 19 Old Kings Highway S., Suite 210, Darien, CT 06820, or by phone at (203) 972-9300.

In addition to Camac, it is anticipated that Camac Capital, LLC, Camac Fund, LP, Eric Shahinian, Michael Cricenti, Simeon McMillan, Adam Pincus and Bradley M. Tirpak will be participants in the solicitation of special meeting requests from stockholders of Libsyn. Camac Fund LP directly owns 1,766,499 shares of Libsyn’s common stock. Camac, Camac Capital, LLC and Mr. Shahinian may also be deemed to be the beneficial owner of such shares. Simeon McMillan directly owns 63,385 shares of Libsyn’s common stock. No other participant owns any shares of Libsyn’s common stock.

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About Camac

Camac is a private investment firm founded in 2011. Camac focuses on extremely mispriced assets in discrete pockets of opportunity. Camac prides itself on its unique sourcing, flexible mandate, and constant focus on non-competitive opportunities. Its investments are long term in nature and focused on compounding capital over several decades rather than months or years.

For Further Information

Eric Shahinian

(914) 629-8496

eric@camacpartners.com

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