Form 3 DETERMINE, INC. For: Dec 21 Filed by: Alimco Financial Corp

January 3, 2019 2:49 PM
Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
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1. Name and Address of Reporting Person *
Alimco Financial Corp

(Last) (First) (Middle)
SUITE 1-365


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
3. Issuer Name and Ticker or Trading Symbol
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 178,457 (1)
By Alimco Financial Corporation
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Junior Secured Convertible Promissory Note and PIK Interest 12/16/2015 12/16/2020 Common Stock 283,948 (1) (2) (3) 3 I By Alimco Financial Corporation
Junior Secured Convertible Promissory Note and PIK Interest 12/27/2016 12/27/2021 Common Stock 409,606 (1) (2) (3) 3 I By Alimco Financial Corporation
Warrant 12/21/2018 12/20/2023 Common Stock 5,250,000 (1) 0.01 I By Alimco Financial Corporation
Explanation of Responses:
1. The reporting person disclaims beneficial ownership of these securities except to the extent of it's pecuniary interest therein. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this filing.
2. Includes all PIK interest on Junior Secured Convertible Promissory Note.
3. Subject to adjustment for fractional shares.
/s/ Paul N. Silverstein Attorney-in-fact 01/03/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Know all by these presents, that the undersigned hereby makes, constitutes and
appoints Paul N. Silverstein, as the undersigned's true and lawful
attorney-in-fact with full power and authority as hereinafter described to:

(1) prepare, execute and acknowledge for and on behalf of the undersigned, in
the undersigned's capacity as an officer, director and/or a beneficial owner of
more than 10 percent of common stock of Determine, Inc. (the "Company"), Forms
3, 4, and 5 (including any amendments thereto) in accordance with Section 16(a)
of the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange

(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to prepare, complete and execute any such Form 3,
4, or 5, prepare, complete and execute any amendment or amendments thereto, and
timely deliver and file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority;

(3) seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information regarding transactions in the Company's securities from any
third party, including brokers, employee benefit plan administrators and
trustees, and the undersigned hereby authorizes any such person to release any
such information to such attorney-in-fact and approves and ratifies any such
release of information; and

(4) take any other action of any type whatsoever in connection with the
foregoing which, 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 Limited Power of Attorney shall be in such form and
shall contain such terms and conditions as the attorney-in-fact may approve in
the attorney-in-fact's discretion.

The undersigned hereby grants to the 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 the attorney-in-fact, or the
attorney-in-fact's substitute or 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:  (i) this power of attorney
authorizes the attorney-in-fact to act in his discretion in preparing Forms 3, 4
and 5 on information provided to the attorney-in-fact without independent
verification of such information; (ii) the attorney-in-fact, in serving in such
capacity at the request of the undersigned, is not assuming nor relieving, nor
is the Company assuming nor relieving, any of the undersigned's responsibilities
to comply with Section 16 of the Exchange Act; (iii) neither the Company nor the
foregoing attorney-in-fact assume any liability for the undersigned's
responsibility to comply with the requirement of the Exchange Act or any
obligation or liability of the undersigned for profit disgorgement under Section
16(b) of the Exchange Act.

This Limited Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to the foregoing

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to
be executed as of this 28th day of December, 2018.

/s/ Alan B. Howe

Alan B. Howe
Print Name
Title: Chief Executive Officer


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