JOINT FILING AGREEMENTJoint Filing Agreement • March 9th, 2006 • Knightspoint Partners II, L.P. • Retail-miscellaneous shopping goods stores
In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D with respect to the common stock, par value $0.01 per share, of Sharper Image Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing. 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.
EXHIBIT 99.6Indemnification Agreement • March 9th, 2006 • Knightspoint Partners II, L.P. • Retail-miscellaneous shopping goods stores • New York
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Sharper Image Corporation ("Sharper Image") in connection with the proxy and/or consent solicitation that Knightspoint Partners II, L.P., Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC (collectively, the "Knightspoint Group") are considering undertaking to nominate and elect directors at Sharper Image's 2006 annual meeting of stockholders, any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, or by means of a consent solicitation (the "Knightspoint Group Solicitation"). Your outstanding qualifications, we believe, will prove a valuable asset to Sharper Image and all of its stockholders. This letter will set forth the terms of our agreement.
PURCHASE AGREEMENTPurchase Agreement • May 24th, 2007 • Knightspoint Partners II, L.P. • Retail-miscellaneous shopping goods stores • Delaware
THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 16th day of May, 2007, by and among Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97 (the “Seller”), and Jerry W. Levin IRA Rollover Trust (the “Purchaser”).
PETER WEIL AGREEMENTPeter Weil Agreement • September 20th, 2006 • Knightspoint Partners II, L.P. • Men's & boys' furnishgs, work clothg, & allied garments • California
THIS AGREEMENT, dated as of September 12, 2006, is between ASHWORTH, INC., a Delaware corporation and its successors or assignees (“Ashworth”) and PETER M. WEIL, an individual (“Mr. Weil”).
SETTLEMENT AGREEMENTSettlement Agreement • May 8th, 2006 • Knightspoint Partners II, L.P. • Men's & boys' furnishgs, work clothg, & allied garments • Delaware
SETTLEMENT AGREEMENT, dated this 5th day of May, 2006 (“Agreement”), among Knightspoint Partners II, L.P.; Knightspoint Capital Management II LLC; Knightspoint Partners LLC; Michael S. Koeneke; David M. Meyer; Starboard Value and Opportunity Master Fund Ltd.; Parche, LLC; Admiral Advisors, LLC; Ramius Capital Group, LLC; C4S & Co., LLC; Peter A. Cohen; Jeffrey M. Solomon; Morgan B. Stark; Thomas W. Strauss; Black Sheep Partners, LLC; Brian Black and Peter M. Weil (the foregoing individuals and entities being collectively referred to herein as the “Knightspoint Group”), and Ashworth, Inc., a Delaware corporation (the “Company”).
AGREEMENTAgreement • May 11th, 2006 • Knightspoint Partners II, L.P. • Retail-miscellaneous shopping goods stores • Delaware
This AGREEMENT, dated as of May 9, 2006 (the “Agreement”), is by and among Sharper Image Corporation, a Delaware corporation (the “Company”), and Richard J. Thalheimer, individually and as trustee of each of the Richard J. Thalheimer Revocable Trust, the Richard J. Thalheimer 1997 Annuity Trust, the Thalheimer Grantor Annuity Trust of 1997, and the Richard J. Thalheimer 2005 Annuity Trust, and John Comyns, as trustee of each of the Richard Thalheimer Children’s Trust of 1989, the Richard and Elyse Thalheimer Irrevocable Trust of 1995, and the Richard J. Thalheimer Irrevocable Trust of 1999 (collectively, the “Thalheimer Entities”), and the entities and persons listed on Schedule A hereto (collectively, the “Knightspoint Entities”).
PURCHASE AGREEMENTPurchase Agreement • May 24th, 2007 • Knightspoint Partners II, L.P. • Retail-miscellaneous shopping goods stores • Delaware
THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 16th day of May, 2007, by and among Richard Thalheimer Revocable Trust established 3/6/89, Richard Thalheimer 2005 Annuity Trust established 7/29/05, Richard Thalheimer Children’s Trust established 1/16/89, Richard &Elyse Thalheimer Irrevocable Trust established 5/16/95, Richard Thalheimer 1997 Annuity Trust established 1/28/97, Richard Thalheimer 1997 Grantor Annuity Trust dated 12/17/97, and Richard Thalheimer Irrevocable Trust established 5/24/99 (each, a “Seller” and, collectively, the “Sellers”), and Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC (each, a “Purchaser” and collectively, the “Purchasers”).
