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“In view of the foregoing factors and the measurably deleterious consequences of permitting the incumbent management and board teams to continue reconstituting themselves in poorly disclosed fashion, we believe investors would best serve their long term interests by installing the greatest number of Hudson candidates possible, notwithstanding the fact that such a process is likely to entail additional near-term tumult and potential incremental expense. Accordingly, we recommend shareholders vote FOR all Hudson nominees using the Dissident’s GOLD proxy card.”

“We believe Hudson has successfully argued significant concerns remain outstanding at USAT, including continued doubt around the Company’s ability to file timely, accurate financial statements and what appears to be a resigned indifference to USAT’s OTC trading status. These concerns appear unlikely to be addressed by board and management teams quickly and questionably reshaped during the course of Mr. Layden’s meteoric and seemingly unopposed rise, not the least because the reconstituted membership appears to deviate from those recommendations expressly intended to ensure USAT will not be compelled to undertake another major investigation and restatement.”

“Given mixed turnaround results over the past 12 months, as well as significant corporate governance concerns, endorsed by the majority of the management nominees, the dissident’s call for change is warranted.”

“The dissident makes a strong case that urgent change is needed at the board level given the company’s prolonged underperformance, NASDAQ delisting, persistent financial control failures, and shareholder-unfriendly corporate governance.”

“While the dissident’s plan is concise, it appropriately focuses on immediate priorities, including evaluation of near-term liquidity and search for an experienced CEO. The relevant experience of the dissident nominees, along with the fact that the CEO search is already well underway by the dissident team, mitigate the risk of a turbulent transition. Given the urgency of the turnaround and the company’s mixed track record, granting a slight majority to the dissident’s slate appears to be the best option for shareholders

“The company’s share price underperformance, persistent financial control issues, Nasdaq delisting, management turnover, and declining profitability paint a troubling picture of mismanagement. Despite the company’s valuable offering in a growing end market, these factors have translated into consistent disappointment for shareholders.” (ISS)

“[M]any of the more substantive issues which have plagued the Company for years appear to remain either vaguely addressed or wholly unresolved. For example, we consider the reliability of USAT’s financials are shaky at best, and there appears to be no

meaningful progress on Mr. Layden’s cornerstone NASDAQ relisting initiative. Further still, despite long-lived struggles, certain legacy board members who arguably bear direct responsibility for USAT’s oversight failures continue to be renominated, while the Company concurrently undertakes something of an accountability shell game among the senior executive staff.” (Glass Lewis)

“Over the one-year period ending May 20, 2019, USAT TSR of (48.7) percent was 56.9 percentage points below the S&P 500 Information Technology Index and 108.1 percentage points below the peer median. Extending this analysis through April 15, 2020, the company’s TSR of (56.9) percent was 86.1 percentage points below the index and 83.7 percentage points below peer median.” (ISS)

“[I]t is difficult to have confidence in the company’s numbers given the ongoing material weaknesses in internal controls.” (ISS)

“The current board’s corporate governance track record is also a strong argument for change. USAT has regressed from a governance perspective over the past year, removing important safeguards and adopting entrenchment mechanisms. The board failed to conduct a comprehensive search for a CEO after Herbert’s resignation, opting instead to choose from among its members. The board also failed to respond to shareholder concerns and did not interview a single director candidate proposed by the dissident. Instead, it added three of the dissident nominees on its proxy card without interviewing them or asking for their consent.” (ISS)

“To be clear, we consider the appointment of Mr. Layden to a permanent post in the context of a long public proxy battle is already a decidedly suspect maneuver. More problematically still, however, we note that appointment was paired with employment terms that functionally ensure shareholders will be forced to pay Mr. Layden an exorbitant severance fee if he is removed just two months after hire, a rather ironic outcome given USAT’s dubious election to float a nigh unseen disgorgement proposal…The foregoing changes arguably pale in comparison to the startling depth of USAT’s roster of CFOs.” (Glass Lewis)

“[W]e consider USAT’s arguments that Hudson would be taking control of the Company — a refrain commonly offered by reactive boards — lacks credibility, as the continuing board of ten would have only two Hudson employees. We do not consider that representation materially disproportionate with Hudson’s existing investment, which sits at 16.2% and may have been incrementally higher, but for USAT’s aforementioned election to implement a short-term poison pill contemporaneous with Hudson’s nomination filing” (Glass Lewis)

“Dissident nominees …offer the industry and leadership expertise that would significantly enhance the board’s knowledge and capabilities. The experience of these executives in the payment processing industry, as well as risk and control functions, would be directly applicable to the issues USAT is currently facing. In addition, during USAT’s engagement with ISS, it was revealed that Baird has a prior business relationship with current Chairman Sabharwal, which could help build a working relationship between the incumbent and dissident nominees.” (ISS)

“Given the urgency to address the myriad issues at USAT, the dissident’s preparation work for the hiring of a new CEO with Korn Ferry is also particularly relevant. The company needs an exceptionally qualified CEO with a strong background in the payment processing industry and prior experience as a CEO of a publicly traded company, overseen by a truly independent board.” (ISS)

“[W]e note Hudson emphasizes the need to improve USAT’s existing management team, restructure existing board committees, establish much-needed financial discipline — which presumably includes effective, clear, timely and accurate financial reporting and guidance — and, perhaps most importantly, undertake market engagement to repair USAT’s decidedly damaged image. Our comfort with the principled breadth of these initiatives is significantly buttressed by Hudson’s slate, which includes what we consider to be a highly credible mix of payments processing exposure, financial and banking expertise and suitable shareholder representation.” (Glass Lewis)

Hudson Executive has neither sought nor obtained consent from ISS or Glass Lewis to use previously published information in this press release.

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