EXHIBIT 24.1
POWER OF ATTORNEY
March 9, 2012
Know all men by these presents, that each of Becker Drapkin Management,
L.P., Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BC
Advisors, LLC, Steven R. Becker and Matthew A. Drapkin hereby constitutes and
appoints Ashley Sekimoto, as the true and lawful attorney-in-fact and agent of
such party with full power and authority and full power of substitution and
resubstitution, for, in the name of, and on behalf of such party, place and
stead, in any and all capacities, (i) to execute any and all filings required by
such party under Section 13 or Section 16 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (or any similar rule with respect to
foreign exchanges) or any rule or regulation thereunder (including any
amendment, supplement, and/or exhibit thereto), for, in the name of, and on
behalf of such party, (ii) to do and perform any and all acts for, in the name
of, and on behalf of such party which said attorney-in-fact determines may be
necessary or appropriate to complete and execute any and all such filings,
amendments, supplements and/or exhibits and any and all other document(s) in
connection therewith, (iii) to file such filings, amendments, supplements,
exhibits and/or documents with any governmental office or agency, whether U.S.,
foreign, state or local government (including, without limitation, the U.S.
Securities and Exchange Commission and state securities administrators or
commissions), or any stock exchange or stock quotation system, as may be
required under applicable laws or rules and regulations of any stock exchange or
stock quotation system, and (iv) to perform any and all other acts that said
attorney-in-fact or agent determines may be necessary or appropriate in
connection with the foregoing that may be in the best interest of or legally
required by such party, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as such party might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent shall do or cause to be done
by virtue hereof. Each of Becker Drapkin Management, L.P., Becker Drapkin
Partners (QP), L.P., Becker Drapkin Partners, L.P., BC Advisors, LLC, Steven R.
Becker and Matthew A. Drapkin hereby acknowledges that the foregoing
attorney-in-fact and agent in serving in such capacity at the request of such
party, is not assuming any of the responsibilities of such party to comply with
Section 16 or Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder.
This Power of Attorney shall remain in full force and effect until each
of Becker Drapkin Management, L.P., Becker Drapkin Partners (QP), L.P., Becker
Drapkin Partners, L.P., BC Advisors, LLC, Steven R. Becker and Matthew A.
Drapkin is no longer required to file reports under Section 13 or Section 16 of
the Exchange Act (or any similar rule with respect to foreign exchanges) or any
rule or regulation thereunder (including any amendment, supplement, and/or
exhibit thereto), unless earlier revoked by any of Becker Drapkin Management,
L.P., Becker Drapkin Partners (QP), L.P., Becker Drapkin Partners, L.P., BC
Advisors, LLC, Steven R. Becker or Matthew A. Drapkin in a signed writing
delivered to Ashley Sekimoto.
IN WITNESS WHEREOF, each party hereto has caused this agreement to be
executed and effective as of the date first written above.
Date: March 9, 2012 BECKER DRAPKIN MANAGEMENT, L.P.
By: BC Advisors, LLC
Its: General Partner
By: /s/ Steven R. Becker
-----------------------------------
Name: Steven R. Becker
Title: Managing Member
BECKER DRAPKIN PARTNERS (QP), L.P.
By: Becker Drapkin Management, L.P.
Its: General Partner
By: BC Advisors, LLC
Its: General Partner
By: /s/ Steven R. Becker
-----------------------------------
Name: Steven R. Becker
Title: Managing Member
BECKER DRAPKIN PARTNERS, L.P.
By: Becker Drapkin Management, L.P.
Its: General Partner
By: BC Advisors, LLC
Its: General Partner
By: /s/ Steven R. Becker
-----------------------------------
Name: Steven R. Becker
Title: Managing Member
BC ADVISORS, LLC
By: /s/ Steven R. Becker
-----------------------------------
Name: Steven R. Becker
Title: Managing Member
STEVEN R. BECKER
/s/ Steven R. Becker
------------------------------------------
MATTHEW A. DRAPKIN
/s/ Matthew A. Drapkin
------------------------------------------
EXHIBIT 99.2
JOINT FILER INFORMATION
Other Reporting Person(s)
1. BECKER DRAPKIN PARTNERS (QP), L.P.
Item Information
Name: BECKER DRAPKIN PARTNERS (QP), L.P.
Address: 500 Crescent Court, Suite 230, Dallas,
Texas 75201
Designated Filer: Becker Drapkin Management, L.P.
Date of Event Requiring Statement March 7, 2012
(Month/Day/Year):
Issuer Name and Ticker or Trading Response Genetics, Inc. [RGDX]
Symbol:
Relationship of Reporting Person(s) 10% Owner
to Issuer:
If Amendment, Date Original Filed Not Applicable
(Month/Day/Year):
Individual or Joint/Group Filing: Form filed by More than One Reporting Person
Signature: By: Becker Drapkin Management, L.P.
Its: General Partner
By: BC Advisors, LLC
Its: General Partner
By: /s/ Ashley Sekimoto
-----------------------------------
Name: Ashley Sekimoto
Title: Attorney-in-Fact
Date: March 9, 2012
2. BECKER DRAPKIN PARTNERS, L.P.
Item Information
Name: BECKER DRAPKIN PARTNERS, L.P.
Address: 500 Crescent Court, Suite 230, Dallas,
Texas 75201
Designated Filer: Becker Drapkin Management, L.P.
Date of Event Requiring Statement March 7, 2012
(Month/Day/Year):
Issuer Name and Ticker or Trading Response Genetics, Inc. [RGDX]
Symbol:
Relationship of Reporting Person(s) 10% Owner
to Issuer:
If Amendment, Date Original Filed Not Applicable
(Month/Day/Year):
Individual or Joint/Group Filing: Form filed by More than One Reporting Person
Signature: By: Becker Drapkin Management, L.P.
Its: General Partner
By: BC Advisors, LLC
Its: General Partner
By: /s/ Ashley Sekimoto
-----------------------------------
Name: Ashley Sekimoto
Title: Attorney-in-Fact
Date: March 9, 2012
3. BC ADVISORS, LLC
Item Information
Name: BC ADVISORS, LLC
Address: 500 Crescent Court, Suite 230, Dallas,
Texas 75201
Designated Filer: Becker Drapkin Management, L.P.
Date of Event Requiring Statement March 7, 2012
(Month/Day/Year):
Issuer Name and Ticker or Trading Response Genetics, Inc. [RGDX]
Symbol:
Relationship of Reporting Person(s) 10% Owner
to Issuer:
If Amendment, Date Original Filed Not Applicable
(Month/Day/Year):
Individual or Joint/Group Filing: Form filed by More than One Reporting Person
Signature:
By: /s/ Ashley Sekimoto
-----------------------------------
Name: Ashley Sekimoto
Title: Attorney-in-Fact
Date: March 9, 2012
4. STEVEN R. BECKER
Item Information
Name: STEVEN R. BECKER
Address: 500 Crescent Court, Suite 230, Dallas,
Texas 75201
Designated Filer: Becker Drapkin Management, L.P.
Date of Event Requiring Statement March 7, 2012
(Month/Day/Year):
Issuer Name and Ticker or Trading Response Genetics, Inc. [RGDX]
Symbol:
Relationship of Reporting 10% Owner
Person(s) to Issuer:
If Amendment, Date Original Filed Not Applicable
(Month/Day/Year):
Individual or Joint/Group Filing: Form filed by More than One Reporting Person
Signature:
By: /s/ Ashley Sekimoto
-----------------------------------
Name: Ashley Sekimoto
Title: Attorney-in-Fact
Date: March 9, 2012
5. MATTHEW A. DRAPKIN
Item Information
Name: MATTHEW A. DRAPKIN
Address: 500 Crescent Court, Suite 230, Dallas,
Texas 75201
Designated Filer: Becker Drapkin Management, L.P.
Date of Event Requiring Statement March 7, 2012
(Month/Day/Year):
Issuer Name and Ticker or Trading Response Genetics, Inc. [RGDX]
Symbol:
Relationship of Reporting 10% Owner
Person(s) to Issuer:
If Amendment, Date Original Filed Not Applicable
(Month/Day/Year):
Individual or Joint/Group Filing: Form filed by More than One Reporting Person
Signature:
By: /s/ Ashley Sekimoto
-----------------------------------
Name: Ashley Sekimoto
Title: Attorney-in-Fact
Date: March 9, 2012
EXHIBIT 99.3
JOINT FILING AGREEMENT
March 9, 2012
Pursuant to and in accordance with the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations thereunder, each
party hereto hereby agrees to the joint filing, on behalf of each of them, of
any filing required by such party under Section 13 or Section 16 of the Exchange
Act or any rule or regulation thereunder (including any amendment, restatement,
supplement, and/or exhibit thereto) with the Securities and Exchange Commission
(and, if such security is registered on a national securities exchange, also
with the exchange), and further agrees to the filing, furnishing, and/or
incorporation by reference of this agreement as an exhibit thereto. This
agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing provided to each other party hereto, and then only
with respect to such revoking party.
IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused
this agreement to be executed and effective as of the date first written above.
Date: March 9, 2012 BECKER DRAPKIN MANAGEMENT, L.P.
By: BC Advisors, LLC
Its: General Partner
By: /s/ Ashley Sekimoto
-----------------------------------
Name: Ashley Sekimoto
Title: Attorney-in-Fact
BECKER DRAPKIN PARTNERS (QP), L.P.
By: Becker Drapkin Management, L.P.
Its: General Partner
By: BC Advisors, LLC
Its: General Partner
By: /s/ Ashley Sekimoto
-----------------------------------
Name: Ashley Sekimoto
Title: Attorney-in-Fact
BECKER DRAPKIN PARTNERS, L.P.
By: Becker Drapkin Management, L.P.
Its: General Partner
By: BC Advisors, LLC
Its: General Partner
By: /s/ Ashley Sekimoto
-----------------------------------
Name: Ashley Sekimoto
Title: Attorney-in-Fact
BC ADVISORS, LLC
By: /s/ Ashley Sekimoto
-----------------------------------
Name: Ashley Sekimoto
Title: Attorney-in-Fact
STEVEN R. BECKER
/s/ Ashley Sekimoto
------------------------------------------
Name: Ashley Sekimoto
Title: Attorney-in-Fact
MATTHEW A. DRAPKIN
/s/ Ashley Sekimoto
------------------------------------------
Name: Ashley Sekimoto
Title: Attorney-in-Fact
EXHIBIT 99.1
SIGNATURES
BECKER DRAPKIN MANAGEMENT, L.P.
By: BC Advisors, LLC
Its: General Partner
By: /s/ Ashley Sekimoto
-----------------------------------
Name: Ashley Sekimoto
Title: Attorney-in-Fact
Date: March 9, 2012
BECKER DRAPKIN PARTNERS (QP), L.P.
By: Becker Drapkin Management, L.P.
Its: General Partner
By: BC Advisors, LLC
Its: General Partner
By: /s/ Ashley Sekimoto
---------------------------------
Name: Ashley Sekimoto
Title: Attorney-in-Fact
Date: March 9, 2012
BECKER DRAPKIN PARTNERS, L.P.
By: Becker Drapkin Management, L.P.
Its: General Partner
By: BC Advisors, LLC
Its: General Partner
By: /s/ Ashley Sekimoto
-----------------------------------
Name: Ashley Sekimoto
Title: Attorney-in-Fact
Date: March 9, 2012
BC ADVISORS, LLC
By: /s/ Ashley Sekimoto
-----------------------------------
Name: Ashley Sekimoto
Title: Attorney-in-Fact
Date: March 9, 2012
STEVEN R. BECKER
/s/ Ashley Sekimoto
------------------------------------------
Name: Ashley Sekimoto
Title: Attorney-in-Fact
Date: March 9, 2012
MATTHEW A. DRAPKIN
/s/ Ashley Sekimoto
------------------------------------------
Name: Ashley Sekimoto
Title: Attorney-in-Fact
Date: March 9, 2012