EXHIBIT A

9,-']~~!~ltion In form_a_t1_' 0_"_: _ ___ _ _ _ _

•ircctors Desk, LLC

510 N, Pines Road, Suite 207 Spokane, Washington 99206 Phone : 509-931- 1099 fax: 509-267-5465 httQ1lY/Y0Y ,d .irs:_<;:tQr$~k~k" l:Qm Contact [nformation:

Contact Office: Directors Desk Spokane Contact Name: Bret Beresford- Wood, President Phone: 866-895-3375 x511 Fax: 509-267-5465 Email: bwood@directorsdesk ,com

Corporate Officer Information:

Corporate Officer: Bret Beresford-Wood, President Phone: 866-895-3375 x511 Fax: 509-267-5465 Email: bwood@directorsdesk.com

Safe Harbor Information:

Signed up to safe harbor 02/15/200704:36:53 PM Next certification 02/15/2008

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EU/EEA Countries From Which Personal Information Is Received: France, Belgium, Germany, United Kingdom, Italy Industry Sector: Computer Services - (CSV) Computer Software - (CSF) Information Services - (TNF)

_ersonal Information Received From the EU: Directors Desk hosts and maintains a secure online ~pplicatjon for corporate boards of directors. Certain directors residing in the European Union sit on

corporate boards using our services, Such directors are able to access the full set of Directors Desk features to access information including board meeting materials, meeting minutes, documents, and other related materials, They can also communicate with officers and otber directors of the corporation using tools within the online application, such as secure email. Information collected from EU board members ("users") includes personal contact information that is stored in our system and made accessible to officers and fellow directors of the company client in question, This information may include: full name; work infomlation including company name, address, phone and fax; home information including home address, phone, fax, mobile phone; biographical information including other boards on which the individual sits and related professional history; and personal contact information such a5 email address, wireless text messaging address, and fax number(.<;). A II such personal information is stored online for the purposes of conducting board work for the company in question. As stated in our privacy policy, Directors Desk does not communicate directly with any of its clients' cnd-users, be these residents of the EU or otherwise, and we take strong measures to safeguard each user's personal information at all times. Privacy Policy Effective: 6/ I 0/2004 I.ocation: http://\vww,director_scte~k.'.~QmfprjV'lcY , <'l$ P Regulated by: Federal Trade Commission Privacy Programs: Verification: In- House Dispute Resolution: In the event that any dispute arising out of or related to this policy is !lot settled by the parties , the parties will attempt in good faith to resolve such dispute by non-binding mediation in

Accordance with the American Arbitration Association Commercial Mediation R.ules_ ~ersonal Data Covered: Online and omine

Human Resource Data Covered: No

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.-po you agree to c(loperate and comply with the European Data Protection Authorities? Select W-ppropriatc Response

Certification Status: Not Current Compliance Status:

Safe HariJorOverview I Safe Harbor Documents I Workbook I SaXe H~rbor List Inf9fDlat ion R~qllired JorC~l1ifiqH.iQn I Certificatiol] .FQrrn

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EXHIBIT B

In the Matter of

DIRECTORS DESK, LLC, a limited liability company.

UNITED ST A TES OF AMERICA FEDERAL TRADE COMMISSION

) ) ) ) ) ) )

DOCKET NO.

DECLARATION OF DAMON C. GREER

I, Damon C. Greer, based upon my personal knowledge conceming matters to which I am competent to testify, hereby declare as follows:

I. I am the Associate Director for Electronic Commerce in the Office of Technology and Electronic Commerce at the U.S. Department of Commerce ("Commerce"), and I am the lead administrator of the U.S.-E.U. Safe Harbor Framework.

2. Commerce is not a party to the captioned matter.

3. Commerce is responsible for developing and overseeing lhe U.S.-EU Safe Harbor Framework C'Safe Harbor"), a voluntary program that provides U.S. companies with a method for recejving personal data lawfully from the European Union. To join the Safe Harbor, a company must self-certify to Commerce that it complies with a set of principles that have been deemed to meet the EU's adequacy standard.

4. As Associate Director, I am responsible for maintaining an accurate list of those companies that self-certify to Commerce that they comply with the Safe Harbor principles. As part of my responsibilities, I oversee a public website, \\"\\ \\ .c,l(rOr1 . ~!Ovisa(eharoor, where I post the names of companies that have se!f­certified. The listing of companies indicates, among other things, whether their self­certification is "current" or "not current." Companies are required to re-certify every year on the anniversary of the date they first self-certified in order to retain their status as "current" members of the Safe Harbor framework.

5. In February 2007, Directors Desk LLC ("Directors Desk") submitted a self-certification to Commerce. Directors Desk's next self-certification was due in February 2008.

6. Directors Desk did not submit a self-certification by the February 2008 deadline, and as a result I updated Directors Desk's status to "nol current" on Commerce's public website.

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To date, I have not received any documents or information from Directors Desk to renew its self-certification. Directors Desk is still in "not current" status on the Conunerce website.

J declare under penalty of perjury under th,; Laws of the United States of America that the foregoing is true and correct. Executed this J f~ day of June, 2009, in Washington, D.C.

£tL Damon C. Greer Associate Director for Electronic Commerce Office of Technology and Electronic Commerce U.S. Department of Commerce

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EXHIBIT C

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• Our Sol ulJoo

Privacy Policy

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DirectOl'S Desk, lLC ("Directors Desk") is dedicated 10 eSI&bli$hmg 9 lrusllng relaUOo.sl\ips with ks dients and client end· users ("US8f'S'). based on respect lor personal idenlity and in#onn8llOO, by promoliog Ihe USB 01 lair .,formatlon pract<~s This privacy statement ClOver. an 'Neb propEHtle-$ r()(l~n& applICations") owned and malnlalned by O<IedOl'S Desl<, including but not limited 10 hllpJ"""""',diredoMldesk.rom and hllps'/ls&cure direc1o('S(lesJ<-oom.

6eca~ DIrectors Desk wanlS to de<ronSlr3le liS corrvritrne<lt to OUI users' privacy, we are disdoS</Ig

liIhlat personally Identifiable infom-etion Dkecwrs DesK coltects 2. How DireClOrs Desk uses lhe on iormaliQfl 3 With whom Directors Oesk may share user infOrmation 4 \Mla( choices etS avadable to users regarding oolledlon, use and dislribubon 01 the ,nlorrre(ion. 5 liIhlat\ypes 01 security procedures are in place (0 prOIed. the loss, msuse or alleration of Inlormaoon under Directors Desk

control. 6 How users can correct a"", "",CClKaCles m (he inlor<rration

Information Collection and Use

~'lfOir;lat.i{",.n COHe=Cflon Dlfeclors Desk IS the sole owner of aggregaled syslem ;nlonnation lIS web properties , and the ctients of Directors Desk are the sale owners 01 personal user Illlormation belonO'''9 to Ihelr board and oommlttee merrt>ers enlered Inlo lhe.- specIfic Dorectors Des!< =un(s) The O~edors Desk onlone applications coiled ,nform8uon from users al seYeraI different poonls

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In order to use D'rectors Desk seMc.eS al any level. a user trust ~(st be selup In the OtreclOls Oesk online 3~llcation ThIS IS done by DlfedorS Desk account representative6, admnlslrative users ('Corporats Seoelanes') ot Ihe clielll company, 01 the use-rs memselves During account selup ltie following user in/ormation fletds ara rl!Qulred:

• Fir.l( and las I name • Personal User Name (can be Set by Ihe user)

ft IS hi~hIy recanvnended, bul 001 reqUired. Ulat user 81XOunts alS<) contain a vahd email address. '" order lor me apDJica~on to be able 10 sen(J ,nlormahon updates ("AnnouncemenIS) to the user, In order 10 keep them abreast of new informal ion related to (heir

board rnanagemenl responslblllIIes

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It IS common and reconmended plactlCe for a certa,n level 01 pers""<l1 con(ad IfllotmatJon 10 be placed Inlo \tie user account 'n order to make such ,nfOIn>aioOn lhe ebenl company's Rostel rhe RosIer screens are llSed by ooar(J members and other d,en' users 10 t;Ofltac( fellow boa'lJ and COIlYT1ttee membe.,; To protect users' pflvacy nghts, all {lClds thaI are slored In (he applIcatIOn lor lhe u«el are v.ewablc In Itie users VlCNV 01 the ROSIer, and (he user '$ able to addiediVre.rove IIIformahon In eact> ~eld Further' proleel,ng the user, tile applicabon prOVIdes each user With II sel of personabrod 'p<MlcY settings' allow"'9 him or hel to ma~e choJCes aboul haw such lIl/ormatlOn IS used wltt"n lherr cllenl coll1jlany Rosier For 'nslarice, the user can choose '0 keep lhe" home- or cell phone informaboll pMale from ~lIlJsers e>Lepl Ih~ CorpO<a1e Sectclliry u,;e1S

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F tCepl whcle ()4reCIOf'S Desk accounl represenlal,ve. are speor ... ..aUy ask&d 10 prOVIde dala entry seN,ces on 100 chent's behall. [),redOls Desk ads as <I pasSIIIe amdurt for t~ eorry and dl~lrlb<JtJon aU uSIlf'S· email corrvnunlcatjons and personal ,nformalion, and therelo,,~ wtll not rnonrtOl. ~'I, rK disd05r! ItIf! contents of a user·s ,nfOffl\aIIOfl unl<!ss Orrectors O"s~ In good farth belIeves Ihal sud .. acllon 'S necessary 10 CDnlorm 10 lhe ooids of the law or comply wllh legllfn<C>CesS setw!d on DorecJOIs Desk Subj<lct to me legal e>ICePho~s l,sled 'n the Pnllacy PoI'cy. OireClOfS Desk WIll never dlSdose 10 Moy Ihlld parties any ot Ihe personal ,n/I)<""",I>oo

uploaded to ')u, onlone applicallOll~ by OU' userS

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We "ore ,,,tormahon :h;)1 we cn4fea IhlOLJOh eo<>k,es , log ~1e5 .}nd 11fI\rI0CI aUdo! Iratl~ tl) Cleate a profile o( our use's A p,oflle IS 51()fed ,,,fO'rTIillo<>o lha( .... keep on IndIVidual users thai details lhell VIeWIng p<eterences Consequendy , collected rnft)(maUorr rs hed 10 I~e us",·, pe~nally ,derlbtiable Ifllormahon \0 """,ove Ihe conlent 01 tile SIIe fat the use, ThIS profole 15 used only /Of Ihe p'''pIlse of l<l'lonng a usels ",,.tla 001" online SPDlicahOO', 1Ind n6¥et to dlred maOcetong prOtnOtoons 01 other c:ommunlCall"". not

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dIrectly re la ted to their use o f the system VVe do not shnrc per:.QnaHy Identifiable elements of your profile Vll ih olher third p.Jrties. shDred at all your profile IS sh<)red in aggregt:ue form only. rendering pers0C18J1y identrliable Infonru.tlioo Impossible

: ;·; o::! A cookie IS i3 p,ece of dala stored on the user's c.ornpu(er Ilt:{j to Informa~lon about the user. Usage af a cook.le !S in no way hn~e-d to any personally Ides-ntifiab1e inforrnatio:1 whIle on our ~te l.iVe ,Jse both seSSIon 10 cookies and persistent cookies. For rhe sessK)o fO cooi(l~. once user s close lhe browser. the cOOkn~; stlnply termlllates A perslsrent cookie IS a small te).! file stored on the user's hard cnve for an extended per.od of htne. PersiS(ent cook;es carr be removed by following Internet browser help file directions.

By setting a cookie on our site . usefS would not have to enter thelf User Name more than once. thereby saving time while on our site . ~ users reject the rookie, they may still use our site . The only drawback to this is that the user w.1I be requined to re-enter the User Name upon each new site vis.t. Persistent rookres enable us to track and target tile interests of our users to enhance the experience on our site . See the "Profile" section, above

Oue to the secure nature of the application. we allow no busmess partners to use cookies on Our site.

Log Fii," , like rrost onlme applications, our servers use log files to analyze trends. administer the site . track user's movement iI1t~e aggregate, and gather broad demographrc .nformation for aggregate use IP addresses, etc. are not linked to personally identifiable information.

Communications from the Site

lr1fCIfHfltlQi1.al '-.:pd"tes We do not send US9fS communications, but rather provide our d.ents wrth toots allowing them to send communications to other users related to the bo3fd wo", and related Pfocesses empowered by Directors Desk. Certain new users will receive a welcoming email issued by their Corporate Secretaries to activate their new account. Established users will occasionally receive emails. cell phone tex! messages, and faxes (collectively, "Announcements") COf1taining information about new board information that is available for their vie<Ning, new messages they have received trom dient staff or other board members. or action items such as votes and surveys that need to be completed by the user. AU such Announcements are issued el<dusively by the designated and Client Company authorized Corporate Secretanes, unless the user has elected to receive proactive notifications of certain new information as it becomes available within their accounts. in which case automated emails are sent out by the system. In all cases, however. the user can modify any email, wireless, and fax addresses at which they receive communications simply by logging into their accounts, or choose to opt out of receiving Announcements entirely . Users thus retain full contrct over the extent to which Ihey receive information updates at all limes.

Sarvice t\.nnouac e-n~.el1t5 On rare occasions it is necessary to send out a strictly service related announcement. For instance, if our service is temporarily suspended for maintenance we might send users an email. Users may opt-out of Ihese communications. However. these cofll(11t;nications are never promotional in nature.

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We communicale with users on a regular basis to render technical assistance as part of our 24-Hour Help Desk activilies. We reply via email or phone. in accOfdanca with the user's wishes. and ali such activities are initiated by the user

~:;9 C' ~~ rl :)~ ! .·;u r~v. Ern .! ti Directors Desk has a zero tolerance policy for abuse While we cannot be responsible for communications users receive from other users such as fellOW board members and Corporate Secretaries on their client company accounts, it is our inlention to use all legally available means to prevent distribution and receipt of unsolicited commerdal corrmunications through the service . We ask that any users who are annoyed by receipt of such junk email.pleasereportsuchactivitytoabuse@directorsdesk.com.

Sharing

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Though we make every effort to preserve user pnvacy, we may need to disclose personal information when required by law wherein we have a gOod-faith belief that such action is necessary to comply with a current judicial Pfoceed;ng. a court order, legal process served on our online applica tion , or in order to invesl'gate, prevent. or take action regarding illegal activity.

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We wilt always attempt to use aggregated demographic informalion in any case where user information must be shared, such that no personally identif.able information .s disclosed to outside parlles. In the event that personally .denl.f.able information must be used. wP will fi rs t notify d.ents .n accordance With the Subpoena PollC'! outlined below Any actions taken there under by our drent to protect rts users· personal information will be respected sub,ect to lirrwtations imposed by the law

Business Transitions In the event Directors Desk goes through a busrness transllion. such as a merger. being acqurred by another company. Of sellrng a portion of its assets . users· personal information will, in roost .nstances. be part 01 Ihe assets transferred Users wilt be notified Pfior to a change of ownersh ip or control of therr personal .nformalion ~ as a result of the business Irans.tion. the USefS' personally identrflable .nfonnatrOfl wilt be used in a manner different from lhat stated at the time of rolection they w ill be given a choice not to have Ihcir .nforrrot.on used in Ihis differenl "",nner. as described In the notificat.on of Ghange, Sedion. below.

Links Directors Desk's online applications may contain links to other srles As w.lh all s.te content . these I.nks ar'~ not placed in lhe system by DirectOfs Desk btll ralher by the Corporat~ Secretarres of the dient company, or other users authorized to post content

Please be aWilre lhat Directors Desh '5 not respons.bIe fOf tne privacy practrces of sueh oll>er srtes. We eno:>ufage our users to be aware wilen lhey leave our sHes and 10 read the privacy stalements of each and every Web sll'" tllat CQJjects personally idenUfiable .nfo. malion This prj"",.:y statement apptr.!s soJeJy to informalKln collected by Directo<s Desk's online applications . rrtormation thaf is collected on thesc "'9$ does not fail witnln the ausprce~ of th.s policy

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Security Oireclors Desk t<.iKeS every precaution to prOfCC11ts users' Informatton Sec\Jrily falls Inlo several cote,)ones and user Informatton is pro tected bOth onflr.e i-Ir.d oft · line

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On all screens of the Directors Desk apphcatlon. information 15 enr.rypted and is protected during transl! trom the ct,ent' s PC to our serv"rs with the best encryption software ,n the industry, SSL. W,ile browsing the application , the lock Icon on the botlom of Web browsers such as Mlcroso~ Internet Explorer ~s locked. as opposed to un-locked, Of open. when userS are iust 'surfing', In order to easily identify to the user that their data is being transmitted securely . To fully protecl our users. It is nol possible to access the application without using an SSL oonnection.

Oat.(=l E'~Lfyp~ion Documenls uploaded to the system, as well as database enlries oonlaining personal inlorrnation. are stored in accordance With each dient company's data encryption policy. AI a minimum. Ihis includes stonng all sensttive personal information (such as user passworcfs. social security numbers. date of birth. etc.) in a fully encrypted fomlat In many cases, the encryphon technotogles used WIll preclude Directors Desk from being able to decrypt the data .

Un .;~ uth(:. ,""i1.erl A c c(>s~.

Directors Desk has taken extreme measures to protect user information against unauthoriZed access . These measures include but are not limited to: a) storing all data in hosting faalities that are SAS-70 Level II Certified; b) storing user information In secure offline reposrtories not accessible to routine "hacking" attempts: c) engineering sophisticated application security technologies specifically designed to detect and protect against uMuthorized data access; d) !feating an user information stored in web applications as highly confidential during storage. transmission, and backup.

Protettion Ag<,in<;( Loss Directors Desk provides, as part of its service. full data mirroring and nightly tape backups to protect user information from being inadvertently lost or destroyed

Protection Again~t Data Corruption and Alteration Directors Desk uses state-of-the·art technologies, techniques and processes to maintain data integrity at all times . This includes use of an enterprise-level relational database system (RDBMS) that has been tested e>1ensively both in-house and by industry at·large.

Offline Security In addition to protecting user information stored in electronic systems. we also employ security measures to protect user·infomlation off-line. All of our users' information. not just the sensrtive information mentioned above, is restricted in our offices . Only employees who need the information to perform a specific job (for example, our customer seNice representatives) are granted access to personally identifiable information .

Choice and Opt-Out Options User information is never used for pwposes that are not directly related to their board and committee activnies. NI use of personat infonnation is subject to a full set of 'opt-out' options made available to the user For instance, d the user does not wish to disclose his or her emait address, they are able to remove that data from the system If the user does not wish for other directors to see his or her home or work contact infonnation. again they can remove those fields from the system. If a users personally identifiable information changes (such as zip code, phone, email or postal address), or if a user no longer desires our service. we provide a way to correct. update or delete/deactivate users' personally identifiable information This can be done at the Roster profile page of the Directors Desk service patronized by the user .

Notification of Changes If we decide to change our privacy policy . we will post those changes In this privacy slatement. and other places we deem appropriate, so our users are alWays a'llara of what information we coltect. how we use n. and under what c~cumstances. if any. we disclose it. We will use information in accordance with the privacy policy under which the information was collected

If. however. we are going to use users' personally identifiable Information in a manner different from that stated at the time of collection we Will notify users via email. Users will have a choice as to whether or not we use their infomlation In this different manner. In addition, if we make any material changes in our privacy practices thaI do no! affect user information already stored in our database. we will post a prominent notice on our Web site notifying users of the change . In some cases where we post a nolice we will also email users. who have opted to receive oommunications from us, notifying them of the changes in our privacy practices

Safe Harbor Direclors Desk is a partia»ant In \he Safe Harbo< program developed by the U S. Department of Commerce and the European Union. We have certified that we adhere to the Safe Harbor Privacy Principtes agreed upon by Ihe U.S and the E.U. For more information about the Safe Harbor and to view our certifrcation, visit the U.S. Department of Commerce's Safe Harbor web srte In the event Ihat any dispute arising out of or related to \his policy is not seltled by the parties. the parties will aNemp( "' good faith to resolve such dispute by non-binding mediahon In a=rdance With the American Arbitration Assoaation CommerCial Mediaoon Rules, No litigation for the resolution of such dispute may be commenced until the P3rileS try in good failh 10 seNle Ihe dispute by such mediation in accordance with such rules and either party has concluded in good fa ith that amicable resotution through continued mediaticn of the matter does nol appear likely The parties to the mediation shall share the COSIS of me(jjaflon equally Ally sel\lement reached by mediation shall be recorded in wrrling , signed by the panies. and shall be binding on Ihem.

Civil Subpoena Policy Directors Desk does not release personally identifying Information about our customers except in limited instances related to law, security, Or S3fety To request custome< Inforrmtion from Directors Desk In a CIvil case. you must seNe Direclors Desk w,th a valid subpoena. court order. or search warrant and agree to Directors Desk'S terms of compensation beK}w

All Clvil subpoenas should be directed 10·

Dlfectors Desk. LLC Subpoena Department 2510 N. Pines Road , SUite 207

'eClOrs LJeSK 1'f1 v~cy t'OIiCY hrtp :i/www.dlrcctorsdesk.conv'company/privacy.asp

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Spr>kane. WA 99206 Fax 1·50S-261 ·5465

Upon rec"'Pt of a valid subpoena . It IS D.rectors Desk's rohey to notify tM client whose ,nforrnalion '5 sOlJght In non·emergency Ctr~lJmstance s. Directors Desk WIll generally nor produce the subpocflaL'd suuscnber' s Idenl1ty InformallOn until apprOX:fTlCIle1y two weeks after receipl of Ihe subpoena. unless a formal oblection IS ftled by the customer or we are legally requored to do so

DileClors Desk charges S90.00 per Ilour for research (plus addiltonal fees tf tesllmony or depoSition tS requrred). SO 25 per page. and 522.00 10 respond Vla Federal Express W€ wtll tnvo,ce the person Of entity subrnilttng the subpoena foflowing receipt and the subpoena proponent mUSI make payment Within t 5 days from Ihe dale of receipt of our inVOice. Checks should be made out to Directors Desk. LLC

n IS Directors Desk's policy 10 release informatron sufficient to Identify our customer only whefe the party seekrng the information has riled a legal action thai impltcates our customer In some legally cognizable impropriety or wrongdoing or can show that the Information requested is matenal 10 the issues InyOlved in the undertying case. Directors Desk requests a copy of the complaint and all supporting documentation to indicate how th e customer's accoun, information is relaled to Ihe pending litigation Note thaI Directors Desk reseNes the right to determine In Its sole discretion the applicability of thiS policy to any parucular request and, further. thiS po:icy does not create any enforceable legal rights, either for our customers or for requesting parties .

Enforcement and Sanctions All employees and contractors of Directors Desk are requlled to sign a written acknowledgement Ihat they nave read and agree to abide by the terms of this Privacy Policy . Any infractions are subject 10 severe penalties. InCluding termination and/or legal action

Copyright © 2003-2008 Directors Desk. All Rights Reserved . I'cceptable Use Policy I Privacy Policy I Request a demons/rarion