As of November 23, 2008Letter Agreement • November 26th, 2008 • Ramius LLC • Pottery & related products • New York
RECITALSSettlement Agreement • October 26th, 2007 • Ramius Capital Group LLC • Surgical & medical instruments & apparatus • Delaware
Exhibit 99.3 STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD. PARCHE, LLC C/O RCG STARBOARD ADVISORS, LLC 666 THIRD AVENUE, 26TH FLOOR NEW YORK, NEW YORK 10017 October __, 2007 Re: LUBY'S, INC. Dear ____________________: Thank you for agreeing to...Ramius Capital Group LLC • October 17th, 2007 • Retail-eating places
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD. PARCHE, LLC C/O RCG STARBOARD ADVISORS, LLC 666 THIRD AVENUE, 26TH FLOOR NEW YORK, NEW YORK 10017
Exhibit 99.3 CONFIDENTIALITY AGREEMENT This Agreement (this "AGREEMENT") is made and entered into as of October 24, 2007, by and between Kensey Nash Corporation (the "COMPANY"), and each of the entities and natural persons listed on SCHEDULE A hereto...Confidentiality Agreement • October 26th, 2007 • Ramius Capital Group LLC • Surgical & medical instruments & apparatus • Delaware
April __, 2006 Dear Mr. ___________: This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the "Ramius Group") led by Ramius Capital...Ramius Capital Group LLC • April 26th, 2006 • Services-computer programming, data processing, etc. • New York
October ___, 2007Ramius Capital Group LLC • October 22nd, 2007 • Plastic materials, synth resins & nonvulcan elastomers • New York
EXECUTION VERSION PLAN SUPPORT AGREEMENT PLAN SUPPORT AGREEMENT (this "AGREEMENT"), dated as of November 23, 2008, among (i) Lenox, Incorporated, a New Jersey corporation, D 56, Inc., a Minnesota corporation, and Lenox Retail, Inc., a Minnesota...Execution Version • November 26th, 2008 • Ramius LLC • Pottery & related products • New York
JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated May 4, 2006...Joint Filing Agreement • May 4th, 2006 • Ramius Capital Group LLC • Services-computer programming, data processing, etc.
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated May 4, 2006 (including amendments thereto) with respect to the Common Stock of S1 Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENT ----------------------Joint Filing Agreement • November 2nd, 2007 • Ramius Capital Group LLC • Services-prepackaged software
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D filed on November 2, 2007 (including amendments thereto) with respect to the Common Stock of Captaris, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
AMENDMENT NO. 1 TOJoint Filing and Solicitation Agreement • November 8th, 2007 • Ramius Capital Group LLC • Plastic materials, synth resins & nonvulcan elastomers
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 2nd, 2009 • Ramius LLC • Retail-catalog & mail-order houses • New York
If the selling stockholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. The selling stockholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus
April __, 2009Ramius LLC • April 28th, 2009 • Services-personal services
Thank you for agreeing to serve as a nominee for election to the Board of Directors of CPI Corp. (the “Company”) in connection with the proxy solicitation that Ramius Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Ramius Group”) is considering undertaking to nominate and elect directors at the Company’s 2009 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Ramius Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter will set forth the terms of our agreement.
April __, 2009Ramius LLC • April 28th, 2009 • Services-personal services
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Ramius Group”), including Ramius Value and Opportunity Master Fund Ltd, a subsidiary of Ramius LLC, for election as a director of CPI Corp. (the “Company”) at the Company’s 2009 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).
AGREEMENTAgreement • March 9th, 2009 • Ramius LLC • Semiconductors & related devices • California
THIS AGREEMENT (“Agreement”), dated as of March 6, 2009, is made by and between Actel Corporation, a California corporation (“Actel” or the “Company”), and the entities and natural persons listed on Schedule A hereto and their affiliates (collectively, the “Ramius Group”) (each of the Company and the Ramius Group, a “Party” to this Agreement, and collectively, the “Parties”).
Sales PlanSales Plan • January 23rd, 2009 • Ramius LLC • Services-personal services
This plan of sales is dated as of January 23, 2009 (“Sales Plan”) between Ramius LLC (together with its controlled affiliates, “Seller”) and Cantor Fitzgerald & Co. (“Cantor”), as agent.
AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • October 10th, 2008 • Ramius LLC • Wholesale-electronic parts & equipment, nec
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Agilysys, Inc., an Ohio corporation (the “Company”);
ContractAgreement • January 18th, 2008 • Ramius Capital Group LLC • Retail-women's clothing stores • New York
Agreement effective as of January 11, 2008, by and between Myca Partners, Inc. (“Myca”), on the one hand, and RCG Starboard Advisors, LLC ( “Starboard”), on the other.
JOINT FILING AGREEMENTJoint Filing Agreement • July 10th, 2009 • Ramius LLC • Services-business services, nec
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 12 to the Schedule 13D originally filed on March 28, 2006 (including additional amendments thereto) with respect to the shares of Common Stock, par value won 500 per share, of Gravity Co., Ltd. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • October 14th, 2008 • Ramius LLC • Semiconductors & related devices
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D filed on October 14, 2008 (including additional amendments thereto) with respect to the shares of Common Stock, par value $.001 per share, of Actel Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • June 9th, 2008 • Ramius Capital Group LLC • Services-telephone interconnect systems
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D filed on June 9, 2008 (including additional amendments thereto) with respect to the shares of Common Stock, par value $.20 per share, of Tollgrade Communications, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • July 22nd, 2008 • Ramius LLC • Services-personal services
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 9 to the Schedule 13D originally filed on September 15, 2003 (including amendments thereto) with respect to shares of Common Shares, par value $.40 per share, of CPI Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned further agree that any amendments to such statement on Schedule 13D shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements.
December __, 2008Ramius LLC • January 12th, 2009 • Surgical & medical instruments & apparatus
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Orthofix International N.V. (the “Company”) in connection with the solicitation statement for the solicitation of written requests to call a special meeting of shareholders of the Company (the “Special Meeting”), and subsequent proxy solicitation, that Ramius Value and Opportunity Master Fund Ltd and certain of its affiliates (collectively, the “Ramius Group”) are considering undertaking to nominate and elect directors at the Special Meeting (the “Ramius Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter will set forth the terms of our agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • August 1st, 2008 • Ramius LLC • Deep sea foreign transportation of freight
The undersigned hereby agree that the Statement on Schedule 13G dated August 1, 2008 with respect to the shares of Common Stock of Star Bulk Carriers Corp. and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
JOINT FILING AGREEMENTJoint Filing Agreement • October 26th, 2007 • Ramius Capital Group LLC • Surgical & medical instruments & apparatus
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D filed on July 2, 2007 (including amendments thereto) with respect to the Common Stock of Kensey Nash Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • November 26th, 2008 • Ramius LLC • Pottery & related products
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of an Amended Statement on Schedule 13D filed on November 25, 2008 (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Lenox Group Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
PARCHE, LLC RCG STARBOARD ADVISORS, LLCJoint Filing Agreement • February 22nd, 2008 • Ramius Capital Group LLC • Retail-miscellaneous shopping goods stores
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated August...Joint Filing Agreement • August 14th, 2007 • Ramius Capital Group LLC • Calculating & accounting machines (no electronic computers)
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D dated August 13, 2007 (including amendments thereto) with respect to the Common Stock of Hypercom Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • January 16th, 2008 • Ramius Capital Group LLC • Plastic materials, synth resins & nonvulcan elastomers
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 2 to the Schedule 13D originally filed on October 22, 2007 (including additional amendments thereto) with respect to the Common Stock of A. Schulman, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • October 5th, 2009 • Ramius LLC • Services-telephone interconnect systems
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D originally filed on June 9, 2008 (including additional amendments thereto) with respect to the shares of Common Stock, par value $.20 per share, of Tollgrade Communications, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • August 7th, 2009 • Ramius LLC • Services-telephone interconnect systems
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 8 to the Schedule 13D originally filed on June 9, 2009 (including additional amendments thereto) with respect to the shares of Common Stock, no par value per share, of Tollgrade Communications, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • October 2nd, 2009 • Ramius LLC • Services-personal services
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D originally filed on September 15, 2003 (including additional amendments thereto) with respect to the shares of Common Stock, par value $.40 per share, of CPI Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
VOTING AGREEMENTVoting Agreement • March 1st, 2011 • RCG Holdings LLC • Security brokers, dealers & flotation companies • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of February 16, 2011, is entered into by and among LaBranche & Co Inc., a Delaware corporation (the “Company”), and RCG Holdings LLC, a Delaware limited liability company (the “Stockholder”).
AGREEMENT This Agreement (the "Agreement") is entered into this 3rd day of May, 2006, by and between S1 Corporation, a Delaware corporation ("S1" or the "Company"), on the one hand, and each of Starboard Value and Opportunity Master Fund Ltd., Ramius...Agreement • May 4th, 2006 • Ramius Capital Group LLC • Services-computer programming, data processing, etc. • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • February 27th, 2009 • Ramius LLC • Services-personal services
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of Amendment No. 11 to the Schedule 13D originally filed on September 15, 2003 (including amendments thereto) with respect to shares of Common Shares, par value $.40 per share, of CPI Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned further agree that any amendments to such statement on Schedule 13D shall be filed jointly on behalf of each of them without the necessity of entering into additional joint filing agreements.
JOINT FILING AGREEMENTJoint Filing Agreement • September 9th, 2008 • Ramius LLC • Services-computer programming, data processing, etc.
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them that certain Amendment No. 6 to the Statement on Schedule 13D filed on September 9, 2008 (including additional amendments thereto) with respect to the shares of Common Stock, $.01 Par Value, of S1 Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
