Project Cheeseburger

Presentation to the Board of Directors

November 3, 2005

Exhibit C.4

Confidential Material

The following pages contain material provided to the Board of Directors of Checkers Drive-In Restaurants, Inc. (the “Company”) by Citigroup Global

Markets

Inc.

(“Citigroup”)

in

connection

with

the

Company’s

strategic

alternatives

process.

The

accompanying

material

was

compiled

or

prepared

on

a

confidential

basis

solely

for

the

use

of

the

Board

of

Directors

of

the

Company

and

not

with

a

view

toward

public

disclosure

under

any

securities

laws or otherwise.  The information contained in this material was obtained from the Company and other sources.  Any estimates and projections

contained

herein

have

been

prepared

or

adopted

by

the

management

of

the

Company,

obtained

from

public

sources,

or

are

based

upon

such

estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and

projections will be realized.  Citigroup does not take responsibility for such estimates and projections or the basis on which they were prepared.  No

representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or

shall be relied upon as, a representation, whether as to the past, the present or the future.  In preparing this material, Citigroup assumed and relied,

without assuming any responsibility for independent verification, upon the accuracy and completeness of all financial and other information and data

publicly

available

or

provided

to

or

otherwise

reviewed

by

or

discussed

with

Citigroup

and

upon

the

assurances

of

the

management

of

the

Company

that it is not aware of any relevant information that has been omitted or that remains undisclosed to Citigroup.  This material was not prepared for

use by readers not as familiar with the Company as the Board of Directors of the Company and, accordingly, neither the Company nor Citigroup nor

their

respective

legal

or

financial

advisors

or

accountants

take

any

responsibility

for

the

accompanying

material

if

used

by

persons

other

than

the

Board

of

Directors

of

the

Company.

This

material

is

necessarily

based

upon

information

available

to

Citigroup,

and

financial,

stock

market

and

other

conditions and circumstances existing and disclosed to Citigroup, as of the date of the material.  Citigroup does not have any obligation to update or

otherwise revise the accompanying material.

1

Process Overview

Broad-based, publicly announced process

55 potential buyers contacted, 31 parties

received the Offering Memorandum, 4

indications of interest submitted

Two potential buyers continued to pursue the

opportunity

Key diligence / valuation questions:

Is turnaround real / complete?

Is growth plan achievable?

Management presentation in early September

with multiple follow-up conference calls:

Management indicated that base business

was strong and turnaround was real and

largely complete

x

Buyers questioned growth prospects,

strategy and unit economics

During process, Company consistently fell

short of forecasts in Offering Memorandum

and Wall Street consensus estimates (even

after adjusting for Katrina)

Process Developments

Implications

One financial buyer remains interested;

however, has reduced dollar price due to

revised earnings projections and growth

prospects; valuation multiple remains

essentially the same

Stock price is likely trading on expectations

that a deal will be consummated and does not

appear to reflect weakened operating

performance

One franchisee has submitted an incomplete

indication of interest; additional information has

been requested regarding franchisee’s sources

of financing / equity and ability to complete a

transaction

Potential sale price unlikely to represent a

premium to market given deal expectations

currently reflected in market price

2

Jan

2005

Feb

Mar

Apr

May

Jun

Jul

Aug

Sep

Oct

12.0

12.5

13.0

13.5

14.0

14.5

15.0

Stock Price Performance and Earnings /

Strategic Alternatives Disclosures

0.6%

12.5%

13.3%

(10.1%)

Stock Price

Reaction

(1)

Announces 10-K filing delay

03/22/05

4Q04: $0.35

4Q03: $0.47

Met / Exceeded Expectations

“…over the last few weeks, we’ve

been meeting with a number of

interested parties…I’ll tell you that

we’re very pleased with the

progress.”

10/19/05

“…we are pleased to report that

over 25 parties have expressed

interest relating to the sale of the

Company.”

07/28/05

“…retained

Citigroup as its

financial advisor

and Thelen Reid &

Priest as its legal

advisor to identify

and evaluate

strategic

alternatives…”

05/16/05

(2)

Deal / Other

Discussion

3Q05: $0.10

3Q04: $0.13

2Q05: $0.25

2Q04: $0.25

1Q05: $0.21

1Q04: $0.19

Reported

EPS

Missed Expectations

Missed Expectations

Missed

Expectations

Actual vs.

Consensus

1Q 2005

2Q 2005

3Q 2005

4Q 2004

1Q

2Q

3Q

Earnings Announcement:

Announces Strategic

Alternatives Review

4Q

Source: Public filings, press releases and Thomson Financial.

(1)

Represents

increase

/

(decrease)

from

the

closing

stock

price

on

the

trading

day

prior

to

earnings

release

to

stock

price

on

the

10th

trading

day

following

the

earnings

release.

(2) Represents date the Company announced its exploration of strategic alternatives.  The Company released 1Q 2005 earnings on May 5, 2005.

3

Buy Recommendations Predicated on

Sale?

Analyst

$18.00

Buy

$17.50

Strong Buy

“We consider it highly likely that the company will be acquired over the next

several months, and this remains the primary basis of our continued BUY

recommendation.”

“The company has engaged a law firm and banker to ‘explore strategic

alternatives

to

enhance

shareholder

value,’

and

it

appears

that

the

only

option

being pursued is the sale of the company.”

“At

least

25

interested

parties,

only

one

of

which

is

believed

to

have

been

a

strategic buyer, have reviewed the book, and we understand that a round of

meetings was held with more than half of these in September. It also appears

that additional meetings with interested parties have taken place over the past

several weeks. Although the company was unwilling to reveal any new

information in its conference call, it seems likely to us that we are at the stage

where bids would be invited.”

“We

estimate

Enterprise

Value/EBITDA

to

be

7.5x

for

2005

and

6.4x

for

2006.”

“In

our

opinion,

there

is

a

strong

probability

that

Checkers

will

be

acquired

by

a

financial buyer at a price at least in the high teens over the next several

months. On that basis, we retain our BUY recommendation and we are raising

our price target to $18.”

Anton Brenner

Roth Capital Partners

October 20, 2005

“CHKR recently retained Citigroup Global Markets, Inc., as its financial advisor

to evaluate various strategic alternatives. We believe these could include

selling the company outright or buying back stock more aggressively and, as a

less likely possibility, making an acquisition to gain scale.”

“CHKR shares could fetch $18.00 in a buyout based on peer multiples. We

note that a strategic buyer could pay well above that given synergies of being

able to significantly reduce redundant SG&A costs.”

“Management noted on its conference call that it is pleased with the progress it

is making on this front.”

Michael Gallo

CL King & Associates

October 20, 2005

Comments

Price Target

Note: Does not include commentary from Steven Pinsk of Noble Financial Group, as no recent publications have been issued.

4

Summary of Company’s Year-to-Date and

4th

Quarter Performance

Comparison of Actual vs. Projected YTD Performance

Required Fourth Quarter Performance to Meet Full-Year Budget

Results

Have Been

Below

Budget and

Slightly

Down From

Last Year’s

Performance

Company

Needs to

Beat 4Q

Budget and

4Q 2004 to

Meet

Revised FY

2005 Budget

5

In order to meet FY 2005E adjusted EBITDA of $27.6mm, 4Q 2005 adjusted EBITDA will need to

be $10.0mm or approximately $1.3mm above the amount previously provided to buyers

Year-Over-Year

Variance

YTD 2005

YTD 2004

Change

Original Budget

vs. Budget

Restaurant Sales

$120.3

$121.2

($0.9)

$127.2

($6.8)

Franchise Royalty Income

12.8

11.7

1.1

12.5

0.3

Franchise Fees and Other

0.1

0.7

(0.6)

0.2

(0.1)

Total Revenues

$133.2

$133.6

($0.4)

$139.9

($6.6)

Operating Income

$11.2

$12.8

($1.6)

$14.3

($3.1)

Restaurant Depreciation

5.3

4.3

1.0

5.7

(0.4)

Other Depreciation

0.7

0.8

(0.1)

0.7

(0.1)

Loss / (Gain) on Market Sales / Fixed Assets

0.0

0.0

0.0

0.2

(0.2)

Restaurant Retirement Costs

0.1

(0.2)

0.3

--

0.1

Non Recurring Charges (1)

0.4

0.2

0.2

--

0.4

Adj. EBITDA

$17.6

$17.9

($0.3)

$20.9

($3.3)

Source: Company management, public filings and press releases.

(1) Includes asset impairment, costs associated with strategic alternatives, insurance deductible, hurricane earnings impact,

unusual

audit

fees

and

benefit

from

legal

settlement.

4Q Needed to

4Q Revised

Variance vs. 4Q

Variance vs.

Hit Budget

Budget

Revised Budget

4Q 2004

4Q 2004

Restaurant Sales

$54.4

$53.5

$0.9

$55.1

($0.7)

Franchise Royalty Income

4.5

5.0

(0.5)

5.5

(0.9)

Franchise Fees and Other

0.3

0.2

0.1

0.1

0.2

Total Revenues

$59.2

$58.8

$0.5

$60.6

($1.4)

Operating Income

$6.3

$5.3

$1.0

$6.2

$0.1

Restaurant Depreciation

2.7

2.7

0.0

3.0

(0.4)

Other Depreciation

0.3

0.3

0.0

0.3

(0.1)

Loss / (Gain) on Market Sales / Fixed Assets

0.1

0.1

0.0

(0.1)

0.2

Restaurant Retirement Costs

(0.2)

0.0

(0.2)

0.1

(0.3)

Non Recurring Charges (1)

0.9

0.4

0.5

(1.2)

2.1

Adj. EBITDA

$10.0

$8.7

$1.3

$8.3

$1.7

Source: Company management, public filings and press releases.

(1) Includes asset impairment, costs associated with strategic alternatives, insurance deductible, hurricane earnings impact,

unusual

audit

fees

and

benefit

from

legal

settlement.

$12.00

$14.29

~ $10.00

~ $12.00

~ $12.50

$8.00

$10.00

$12.00

$14.00

$16.00

Pre-Announcement

Stock Price (1)

Current (2)

Multiple Reverts to

Median

of Precedent

Transactions - 6.2x (3)

Multiple Reverts to

Pre-Announcement

Level - 5.9x (3)

Multiple Reverts

to 2003 Levels - 4.8x (3)

Illustrative Stock Price Sensitivities

(1)

Closing price as of May 15, 2005.

(2)

Closing price as of November 1, 2005.

(3)

Approximate price based on range of EBITDA.  Upside of range assumes 4Q 2005 Revised Budget is achieved and downside of range assumes 4Q

2005 is flat with 4Q 2004.

Party A Revised Indication of Interest:

$14.50 (7.0x 2005E EBITDA)

6

Terms of Party A Revised Bid Letter –

To Be Negotiated

The

Company

will

not,

except

as

required

by

law,

make

any

public

disclosures

regarding

the

potential

acquisition by Party A without Party A’s prior written consent

The Company agrees to reimburse Party A for expenses in an amount up to $1 million, in connection with

the negotiation of definitive documentation, completion of due diligence and negotiation/documentation of

requisite financing:

If

the

Company

does

not

proceed

with

an

acquisition

prior

to

the

end

of

the

Negotiation

Period,

so

long

as Party A does not reduce valuation

(1)

(and submits definitive agreement), and

If the Company accepts a competing proposal prior to the end of the Negotiation Period, whether or not

the Company has reduced its valuation

If

the

Company

receives

a

competing

offer

that

is

deemed

to

be

a

Superior

Proposal,

it

must:

Inform Party A and provide written notice including description of material terms of Superior Proposal

and identifying reasons that Party A’s proposal is inferior

Keep Party A informed of material changes in the Superior Proposal

Permit Party A to have a reasonable opportunity following receipt of notice of a Superior Proposal to

provide revised terms for the acquisition

Party A receives exclusivity related to the following items during the Negotiation Period:

Employment discussions with Company personnel

Purchase agreement negotiation

Supplier and franchisee access

Accounting work paper access

A period of 45 days (beginning the day the letter is executed)

The Company and Party A agree to negotiate diligently and in good faith during this period in an effort to

conclude definitive agreements as promptly as reasonably practicable

Automatically extend by 15 days if Party A confirms its valuation and submits a draft purchase agreement to

the

Company

prior

to

the

end

of

the

45

day

$14.50 per share, all cash

Terms Proposed by Party A

Source: Party A revised bid letter dated October 26, 2005.

(1) Unless such reduction in valuation results from financial information provided by the Company having been materially inaccurate.

7

Purchase Price

Negotiation Period

Limited Exclusivity

Superior Proposals

Expense

Reimbursement

Public Disclosure

th

Party A –

Diligence Status

Retained financing sources and consultants to

help finance and evaluate opportunity

Attended management presentations and

restaurant tours in early September

Spent significant amount of time and resources

reviewing data room documents

Conducted diligence calls with management to

discuss revised budget and forecast

Requested additional diligence information

primarily related to Company financials

Key areas of focus included:

Revised budget and forecast

Investment cost and unit economics

Overall “franchise-ability”

of stores

Unit-level cost detail

Impact of hurricanes on revised budget

Work Completed to Date

Work Yet to be Completed

Business due diligence:

Confirm 2005 revised forecast

Confirm Katrina / Wilma impact

Confirmatory due diligence:

Real estate

Legal

Accounting

Tax

8

Potential Transaction Execution Risks

Reps and warranties untrue

Business material adverse change

Market material adverse change

Regulatory approval

Shareholder vote

Company underperforms relative to 4th quarter Budget

Katrina / Wilma impact is greater than anticipated

Confirmatory legal, accounting, tax, real estate diligence uncovers

unknown and/or unexpected issues

Bidder insists on conditions unacceptable to Company

Signing a

Definitive

Agreement

at $14.50

Closing a

Transaction

After

Definitive

Agreement

Signed

9

Illustrative Process Timeline

November

December

January

February

March

April

May

07

14

21

28

05

12

19

26

02

09

16

23

30

06

13

20

27

06

13

20

27

03

10

17

24

01

08

15

22

Announce transaction (Week 7)

Negotiation Period with

Weeks 1-7

Party A

File with SEC (Week 10)

Prepare Proxy Materials

Weeks 8-10

(incl. 3Q Financials)

Receive SEC Comments (Week 14)

SEC Review and Response

Weeks 11-14

File Definitive Proxy Materials (Week 17)

Respond to SEC Comments

Weeks 15-17

and Refile Proxy with SEC

Mail Proxy Materials to Shareholders

Shareholder Meeting (Week 21)

Shareholders Review Proxy

(Week 18)

Weeks 18-21

Materials; Shareholder Vote

Close Transaction

Close Transaction

Wk 22

Announce transaction (Week 7)

Negotiation Period with

Weeks 1-7

Party A

File with SEC (Week 10)

Prepare Proxy Materials

Weeks 8-10

(incl. 3Q Financials)

Receive SEC Comments (Week 14)

SEC Review and Response

Weeks 11-14

File Definitive Proxy Materials

Respond to SEC Comments,

Weeks 15-20

(Week 20)

Finalize FY 2005 Audit and

Refile Proxy with SEC

Mail Proxy Materials to Shareholders

Shareholder Meeting

Shareholders Review Proxy

(Week 21)

Weeks 21-24

(Week 24)

Materials; Shareholder Vote

Close Transaction

Close Transaction

Wk 25

10

(1)

(1)

(1) Assumes 45 day negotiation period prior to transaction announcement per Party A revised bid letter dated October 26, 2005.

Questions for Board to Consider

Has anything changed to make

Checkers a more attractive public

company since Board decided to pursue

sale process?

Did the sale process result in a broad-

based market test of potential buyer

interest in the Company?

Is the Company’s operating performance

temporary and easily remedied in the

near term?

Does the Company have a viable

strategy and adequate resources for

transitioning to growth?

Is the proposed valuation inadequate

relative to remaining a public company?

Option

1:

Terminate

Sale

Process Now and Evaluate

Business Changes, if any,

Needed to Reposition

Company for Growth

Questions for Board

Option 2:

Proceed with

Party A with a “Drop Dead"

Date of Signing a Definitive

Agreement by Christmas /

Year-end, if Possible

11

Appendix

*

*

*

*

*

*

*

* * * * * * * * * * * * * * * *

A. Other Possible Alternatives

*

*

*

*

*

*

*

* * * * * * *

Overview of Other Possible Financial

Alternatives

Alternative 2:

Recapitalization

Alternative 1:

Increase Dividend

Alternative 3:

Acquisitions

Limited acquisition

candidates

Unclear whether

Company can make

acquisitions of sufficient

size to make a

difference

Well executed

acquisition can

accelerate earnings

growth and begin to

address comparative

size issue

Would significantly

increase Company’s

leverage

Impact on earnings likely

to be immaterial

Shrinking liquidity

exacerbates discount

and will likely result in

multiple contraction in

the long-term

Company has

incremental leverage

capacity

Generates excess cash,

which the Company can

use to repurchase stock

Reduces future flexibility

with respect to

dividends

Reduces cash flow

available for investing in

growth

Does not address

Company’s small size

and limited liquidity

issues

Increasing shareholder

distribution could narrow

valuation gap in the

near-term

12

Implementation of any financial strategies would need to follow an evaluation of the

Company’s core business strategy

B. Public Market Comparables

* * * * *

*

*

*

*

*

*

Public Market Trading Multiples

Note:

Data

as

of

November

1,

2005.

Forward

estimates

calendarized

to

December

31st

fiscal

year-end.

Source:

Wall

Street

Research

and

public

filings.

Checkers’

estimates

based

on

management

projections.

(1) 

Indicative annual dividend as a percentage of LTM Net Income.

(2) 

For dividend-paying stocks only.

(2)

(2)

(1)

13

Stock

FV / EBITDA

Price / EPS

LT EPS

P / E / G

Debt / LTM

Dividend

Payout

Market Cap.

Firm Value

LTM

CY2005

CY2005

CY2006

Growth

CY2005

CY2006

EBITDA

Yield

Ratio

$39,714

$46,537

9.5x

8.7x

15.7x

14.7x

8.6%

1.8x

1.7x

1.8x

2.1%

28.2%

14,258

16,589

`

10.4

9.9

19.1

17.4

12.0

1.6

1.4

1.1

0.9

14.4

5,385

6,068

10.2

9.6

21.4

19.1

12.0

1.8

1.6

1.2

1.5

37.5

1,596

2,455

11.3

10.7

17.3

15.8

10.5

1.7

1.5

3.5

1.9

34.7

1,719

1,865

10.6

9.9

23.2

21.1

17.0

1.4

1.2

0.6

0.0

0.0

1,075

1,321

5.5

5.1

12.1

11.4

10.0

1.2

1.1

1.2

0.0

0.0

742

1,085

8.3

7.9

14.2

12.1

15.0

0.9

0.8

1.4

0.0

0.0

877

962

8.4

NA

20.8

18.5

8.5

2.4

2.2

0.6

0.0

0.0

503

665

7.9

7.5

16.1

14.1

15.0

1.1

0.9

2.0

0.0

0.0

Median

$1,596

$1,865

9.5x

9.2x

17.3x

15.8x

12.0%

1.6x

1.4x

1.2x

1.7%

31.5%

$164

$189

7.3x

6.8x

15.7x

14.3x

15.0%

1.0x

1.0x

0.8x

0.0%

0.0%

C. Precedent Restaurant Transactions

*

*

*

*

*

*

*

* * *

Precedent Restaurant Transaction

Multiples

U.S Restaurant Transactions Since 2001 with Transaction Values of Less Than $500 million 

Date

Transaction

Transaction Value / LTM

Announced

Target

Acquiror

Value ($mm)

Revenues

EBITDA

10/16/05

El Pollo Loco

Trimaran

$400.0

NA

9.5x

09/19/05

Claim Jumper

Leonard Green & Partners

200.0

NA

12.0

09/06/05

Perkins Family Restaurants

Castle Harlan

245.0

NA

6.8

11/01/04

Church's Chicken

(1)

Crescent Capital Investments

390.0

1.4

6.6

06/15/04

Quality Dining, Inc.

Management

112.4

0.5

6.2

06/14/04

Mimi's Cafe Inc.

Bob Evans Farms Inc.

178.5

0.7

9.4

05/03/04

Caribbean Restaurants

Castle Harlan

340.0

1.4

6.5

09/30/03

Garden Fresh Restaurant Corp

Fairmont Capital Inc

134.0

0.6

5.0

05/14/03

Prandium Inc

Investor Group

57.4

0.2

4.2

01/21/03

Qdoba Restaurant Corp

Jack in the Box Inc

45.0

0.7

NA

10/28/02

Ninety Nine Restaurant & Pub

O'Charley's

160.0

0.8

6.2

05/31/02

Baja Fresh Mexican Grill

Wendy's International

275.0

3.5

11.4

05/30/02

Dave and Buster's

Investor Group

275.0

0.7

4.9

05/21/02

Morton's Restaurant Group

Castle Harlan

71.0

0.3

9.1

03/12/02

Long John Silvers / A&W

Tricon Global Restaurants

320.0

0.3

7.0

11/19/01

Santa Barbara Restaurant Group

CKE Restaurants Inc

60.2

0.7

8.0

07/31/01

Mexican Restaurants Inc. (CASA)

Wyndcrest Holdings LLC

25.7

0.4

6.1

06/08/01

McCormick & Schmick's (Avado)

Castle Harlan and Bruckmann Rosser

123.5

0.2

6.1

06/04/01

Einstein/Noah Bagel Corp.

New World Coffee

190.0

0.5

6.9

05/10/01

NPC International

Management

437.8

0.9

5.6

05/02/01

Il Fornaio Corp.

Bruckmann, Rosser, Sherrill

64.3

0.5

5.1

03/14/01

Taco Bueno (CKE Rest.)

Jacobson Partners

72.5

0.8

5.9

02/28/01

UNO Restaurant Corp.

Management

167.8

0.7

5.4

02/15/01

Vicorp Restaurants

Goldner Hawn & BancBoston Capital

171.3

0.5

4.1

    Median

$167.8

0.7x

6.2x

Source: Public filings, press releases and Wall Street Research.

(1) LTM Sales and EBITDA are annualized based on actual 9 months ended October 3, 2004 values.

14

D. Precedent Transactions –

Implied

Premiums

*

*

*

*

*

*

*

* * *

< 0% Premium

11%

> 20% Premium

62%

0 - 20% Premium

27%

Historical Distribution of Takeover

Premiums

Source:

SDC as of November 1, 2005.

Note:

Premiums to stock price one trading day prior to announcement.

127 Deals

51 Deals

289 Deals

Total: 467 Deals

U.S

Cash

Transactions

Since

2002

with

Transaction

Values

of

Less

Than

$1

Billion

15

Subset of Transactions Consummated at a

Discount to Market Price

Below Market Deals with Less Than 20% Insider Ownership

Rumored /

Target Insider

Premium to

Announced

Target

Acquiror

Announced

Ownership %

Firm Value

1-Day

1-Month

11/08/04

Infonet Services Corp

BT Group PLC

Yes

less than 1%

$577.8

(0.5%)

17.7%

09/24/04

CompX International Inc

NL Industries Inc

Yes

1.6

236.8

(4.5)

1.6

07/15/04

NUI Corp

AGL Resources Inc

Yes

6.1

713.0

(17.7)

(14.6)

06/09/04

Prima Energy Corp

Petro-Canada

--

17.5

472.7

(0.2)

13.1

05/28/04

CompuCom Systems Inc (Safeguard)

Platinum Equity LLC

--

5.6

174.3

(5.0)

(5.0)

02/27/04

Guilford Mills Inc

Cerberus Capital Management LP

Yes

15.6

204.3

(13.6)

5.6

01/22/04

Great Lakes REIT Inc

Aslan Realty Partners II LP

Yes

9.8

595.5

(2.1)

(2.0)

11/26/03

North Coast Energy Inc

Exco Resources Inc

Yes

2.3

206.4

(10.2)

(7.8)

03/22/02

SpaceLabs Medical Inc

Instrumentarium Oyj

Yes

14.9

120.8

(7.8)

9.6

01/25/02

Shoney's Inc

Lone Star Fund

Yes

6.9

264.9

(7.7)

28.6

Source: SDC as of November 1, 2005.

Note: Includes all cash, U.S. target transactions less than $1 billion announced since 2002.

16

E. Party B -

Status

*

*

*

*

*

*

*

* * * * * * * * * * *

Party B -

Status

Letter co-signed by equity partner

List of contacts

Non-standard considerations and closing conditions

Some limited

information provided

Relevant experience and financial wherewithal of equity

partner

Sources of equity and amount contributed

Key issues or assumptions impacting purchase price

Proposed timing

Letter of interest from financing sources

Pro forma capital structure

Additional diligence items needed

Price per share for outstanding equity

2nd

Bid Letter

10/20/05

1st

Bid Letter

10/03/05

Item Per Bid Instruction Letter

Note:

A

letter*was*also*received*from

Party

B’s

co-investor

on

October

14th

describing*its

relationship*with

Party

B

and

the

latest

price

per

share

discussed*with

Party

B.

Open

17