ARRANGEMENT AGREEMENT AMONG PRIVET FUND MANAGEMENT LLC - AND - HYTERA COMMUNICATIONS CO., LTD.IRIS HOLDINGS, INC. - AND - HYTERA PROJECTIRIS CANADA ACQUISITION CORP. - AND – NORSAT INTERNATIONAL INC. March 24,May [ ], 2017Arrangement Agreement • May 18th, 2017 • Privet Fund LP • Electronic components, nec • British Columbia
description of all applicable accelerated vesting provisions) and the expiration date. Each RSU has been granted with an exercise price no less than the fair market value of the underlying Common Shares on the date of grant. Upon any issuance of any Common Shares in accordance with the terms of the RSUs, such Common Shares will be duly authorized, validly issued, fully paid and non-assessable. All grants of RSUs were validly issued and properly approved by the Board of Directors.
VOTING AGREEMENT AND IRREVOCABLE PROXYVoting Agreement • January 21st, 2014 • Privet Fund LP • Coating, engraving & allied services
VOTING AGREEMENT (this “Agreement”), dated as of January 8, 2014, by and between Zink Acquisition Holdings Inc., a Delaware corporation (“Parent”), Privet Fund LP, a Delaware limited partnership (“Fund”), and Privet Fund Management LLC, a Delaware limited liability company (“Manager”, and with Fund, each a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Merger Agreement (as defined below).
PRIVET FUND LP Suite 200-B Atlanta, GA 30305 June 9, 2017Letter Agreement • June 12th, 2017 • Privet Fund LP • Electronic components, nec • British Columbia
This Letter Agreement is being delivered by Privet Fund LP ( “Guarantor”) to Norsat International Inc., a company existing under the laws of the Province of British Columbia (the “Company”), in connection with the execution of that certain Arrangement Agreement (as it may be amended from time to time, the “Arrangement Agreement”), between Privet Fund Management, LLC, a Delaware limited liability company (“Privet Management”), IRIS Holdings, Inc., a Delaware corporation (“Parent”), IRIS Canada Acquisition Corp., a company existing under the laws of the Province of British Columbia (“Purchaser”), and the Company, pursuant to which Purchaser will acquire all of the issued and outstanding Common Shares of the Company other than the Common Shares owned, directly or indirectly by Guarantor or its affiliates (the “Transaction”). Terms used in this Letter Agreement without definition are used as defined in the Arrangement Agreement.
Privet Fund LP Suite 2670 Atlanta, GA 30305 Gentlemen:Board Appointment Agreement • May 20th, 2013 • Privet Fund LP • Services-business services, nec • Delaware
This letter constitutes the agreement (the “Agreement”) between PFSweb, Inc., a Delaware corporation (the “Company”), on the one hand, and Privet Fund LP, a Delaware limited partnership (the “Investor”), and each of the other individuals and entities set forth on the signature pages hereto (the “Investor Affiliates,” and together with Investor, the Investor Affiliates, and the Affiliates and Associates of each of the foregoing, the “Investor Group”), on the other hand, with respect to the matters set forth below:
JOINT FILING AGREEMENTJoint Filing Agreement • August 24th, 2015 • Privet Fund LP • Services-advertising
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D and any amendments thereto with respect to the common stock of Izea, Inc. and agree that this Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
AGREEMENTShareholder Agreement • October 16th, 2015 • Privet Fund LP • Machine tools, metal cutting types • New York
This Agreement (this “Agreement”) is made and entered into as of October 14, 2015 by and among Hardinge Inc., a New York corporation (the “Company”), Privet Fund LP, a Delaware limited partnership, and Privet Fund Management, LLC, a Delaware limited liability company (collectively, “Privet”) (each of the Company and Privet, a “Party” to this Agreement, and collectively, the “Parties”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 26th, 2013 • Privet Fund LP • Radio & tv broadcasting & communications equipment
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D and any amendments thereto with respect to the common stock of Aviat Networks, Inc. and agree that this Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
JOINT FILING AGREEMENTJoint Filing Agreement • September 20th, 2017 • Privet Fund LP • Instruments for meas & testing of electricity & elec signals
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D and any amendments thereto with respect to the common stock of Frequency Electronics, Inc. and agree that this Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
JOINT FILING AGREEMENTJoint Filing Agreement • July 2nd, 2019 • Privet Fund LP • Steel works, blast furnaces & rolling mills (coke ovens)
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D and any amendments thereto with respect to the common stock of Universal Stainless & Alloy Products, Inc. and agree that this Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
AMENDED AND RESTATED JOINT FILING AGREEMENTJoint Filing Agreement • February 16th, 2018 • Privet Fund LP • Machine tools, metal cutting types
This Amended and Restated Joint Filing Agreement (this “Agreement”), dated as of February 14, 2018, is made by and among Privet Fund LP, a Delaware limited partnership, Privet Fund Management LLC, a Delaware limited liability company, Ryan Levenson, individually, Privet Capital Investments II, LP, a Delaware limited partnership, Hardinge Holdings, LLC, a Delaware limited liability company, and Hardinge Merger Sub, Inc., a New York corporation.
JOINT FILING AGREEMENTJoint Filing Agreement • February 11th, 2015 • Privet Fund LP • Electronic components, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D and any amendments thereto with respect to the common stock of Norsat International Inc. and agree that this Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • March 18th, 2020 • Privet Fund LP • Steel pipe & tubes • New York
WHEREAS, certain of the undersigned are parties to that certain Group Agreement, dated as of March 3, 2020 (the “Group Agreement”), for the purpose of, among other things, engaging in discussions with the Company regarding means to enhance stockholder value; and
EQUITY COMMITMENT LETTER PRIVET FUND LP Suite 200-B Atlanta, GA 30305 June 9, 2017Equity Commitment Letter • June 12th, 2017 • Privet Fund LP • Electronic components, nec
This letter agreement replaces and supersedes in all respects that certain Equity Commitment Letter, dated May 17, 2017, from Privet Fund LP, a Delaware limited partnership (“Equity Sponsor”), and Privet Capital Investments I, LP, a Delaware limited partnership (“Investor”), to IRIS Holdings, LLC, a Delaware limited liability (“IRIS Holdings”). Equity Sponsor and Investor are pleased to offer this commitment to purchase securities of IRIS Holdings subject to the terms and conditions herein, for an aggregate purchase price in cash equal to U.S.$21,555,000 (the “Aggregate Commitment”), which Aggregate Commitment will, in turn, be further invested in IRIS Holdings, Inc., a Delaware corporation (“Parent”) that is wholly-owned by IRIS Holdings. The Aggregate Commitment is being made pursuant to that certain Arrangement Agreement, (as it may be amended from time to time, the “Arrangement Agreement”), among Privet Fund Management, LLC, a Delaware limited liability company (“Privet Management”
AMENDED AND RESTATED JOINT FILING AGREEMENTJoint Filing Agreement • May 18th, 2017 • Privet Fund LP • Electronic components, nec
This Amended and Restated Joint Filing Agreement (this “Agreement”), dated as of May 15, 2017, is made by and among Privet Fund LP, a Delaware limited partnership, Privet Fund Management LLC, a Delaware limited liability company, Ryan Levenson, individually, Privet Capital Investments I, LP, a Delaware limited partnership, IRIS Holdings, LLC, a Delaware limited liability company, IRIS Holdings, Inc., a Delaware corporation, and IRIS Canada Acquisition Corp., a company incorporated under the laws of the Province of British Columbia.
JOINT FILING AGREEMENTJoint Filing Agreement • September 19th, 2016 • Privet Fund LP • Steel pipe & tubes
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D and any amendments thereto with respect to the common stock of Synalloy Corporation and agree that this Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
JOINT FILING AGREEMENTJoint Filing Agreement • November 25th, 2019 • Privet Fund LP • Special industry machinery, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D and any amendments thereto with respect to the common stock of Amtech Systems, Inc. and agree that this Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
PRIVET FUND LP Suite 200-B Atlanta, GA 30305 February 12, 2018Guaranty • February 16th, 2018 • Privet Fund LP • Machine tools, metal cutting types • New York
This guaranty (this “Guaranty”) is being delivered by Privet Fund LP (“Guarantor”) to Hardinge Inc., a New York corporation (the “Company”), in connection with the execution of that certain Agreement and Plan of Merger, dated as of February 11, 2018 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among Hardinge Holdings, LLC, a Delaware limited liability company (“Parent”), Hardinge Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and the Company, pursuant to which Acquisition Sub will merge with and into the Company (the “Merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement. All dollar amounts in this Guaranty refer to USD.
ContractJoint Filing Agreement • August 2nd, 2013 • Privet Fund LP • Instruments for meas & testing of electricity & elec signals
JOINT FILING AGREEMENTJoint Filing Agreement • March 7th, 2016 • Privet Fund LP • Miscellaneous manufacturing industries
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D and any amendments thereto with respect to the common stock of Summer Infant, Inc. and agree that this Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • February 3rd, 2012 • Privet Fund LP • Retail-eating places
THIS JOINT FILING AND SOLICITATION AGREEMENT (this “Agreement”) dated and effective as of this 3rd day of February, 2012, is by and among Privet Fund LP (“Privet Fund”), Privet Fund Management LLC (“Privet Management”), Ryan Levenson (“Levenson”), Ben Rosenzweig (“Rosenzweig”; together with Levenson, Privet Management and Privet Fund, the “Privet Parties”), Todd Diener (“Diener”), and James Pappas (acting on his own behalf and on behalf of various entities (collectively, the “JCP Parties”) that are controlled by Mr. Pappas and are parties to this Agreement including, without limitation, JCP Investment Partnership, LP), each of the foregoing a “Party” and collectively, the “Parties”.
ContractJoint Filing Agreement • May 8th, 2013 • Privet Fund LP • Radio & tv broadcasting & communications equipment
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • July 5th, 2016 • Privet Fund LP • Instruments for meas & testing of electricity & elec signals
This Joint Filing and Solicitation Agreement (this "Agreement"), dated as of July 5, 2016, by and among Privet Fund LP, a Delaware limited partnership ("Privet Fund"), Privet Fund Management LLC, a Delaware limited liability company ("Privet Management" and together with Privet Fund, "Privet"), Ryan Levenson ("Levenson"), Ben Rosenzweig ("Rosenzweig"), James Henderson ("Henderson") and Lance Lord ("Lord"). Each of the foregoing is sometimes referred to as a "Party" and collectively as the "Parties."
AMENDMENT NO. 1 TO JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • May 3rd, 2012 • Privet Fund LP • Retail-eating places
WHEREAS, Privet Fund LP (“Privet Fund”), Privet Fund Management LLC (“Privet Management”), Ryan Levenson (“Levenson”), Ben Rosenzweig (“Rosenzweig” and, together with Levenson, Privet Management and Privet Fund, the “Privet Parties”), Todd Diener (“Diener”), and James Pappas (acting on his own behalf and on behalf of the following entities (together with Mr. Pappas, the “JCP Parties”) that are controlled by Mr. Pappas: JCP Investment Partnership, LP, JCP Investment Partners, LP, JCP Investment Holdings, LLC, and JCP Investment Management, LLC) entered into a Joint Filing and Solicitation Agreement on February 3, 2012 (the “Agreement”); and
JOINT FILING AGREEMENTJoint Filing Agreement • June 27th, 2012 • Privet Fund LP • Coating, engraving & allied services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D and any amendments thereto with respect to the common stock of Material Sciences Corporation and agree that this Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
JOINT FILING AGREEMENTJoint Filing Agreement • November 16th, 2017 • Privet Fund LP • Retail-eating places
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common stock, $0.01 par value, of Potbelly Corporation dated as of the date hereof is, and any further amendments thereto signed by each 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(f) under the Securities Exchange Act of 1934, as amended.
GROUP AGREEMENTGroup Agreement • March 5th, 2020 • Privet Fund LP • Steel pipe & tubes • New York
This Agreement (this “Agreement”) is made and entered into as of March 3, 2020, by and among (i) Privet Fund LP, Privet Fund Management LLC and Ryan Levenson (collectively, “Privet”) and (ii) UPG Enterprises LLC, Paul Douglass and Christopher Hutter (collectively, “UPG” and together with Privet, each a “Party,” and collectively, the “Parties” or the “Group”).
GROUP AGREEMENTGroup Agreement • July 1st, 2020 • Privet Fund LP • Steel pipe & tubes • New York
This Agreement (this “Agreement”) is made and entered into as of June 30, 2020, by and among (i) Privet Fund LP, Privet Fund Management LLC, Ryan Levenson and Benjamin Rosenzweig (collectively, “Privet”) and (ii) UPG Enterprises LLC, Paul Douglass and Christopher Hutter (collectively, “UPG” and together with Privet, each a “Party,” and collectively, the “Parties” or the “Group”).
EQUITY COMMITMENT LETTER PRIVET CAPITAL INVESTMENTS II, LP Suite 200-B Atlanta, GA 30305 February 12, 2018Equity Commitment Letter • February 16th, 2018 • Privet Fund LP • Machine tools, metal cutting types • New York
Pursuant to this letter agreement (this “Letter”), Privet Capital Investments II, LP, a Delaware limited partnership (“Investor”), is pleased to offer this commitment in connection with that certain Agreement and Plan of Merger, dated as of February 11, 2018 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among Hardinge Holdings, LLC, a Delaware limited liability company (“Parent”), Hardinge Merger Sub, Inc., a New York corporation and a wholly owned subsidiary of Parent (“Acquisition Sub”), and Hardinge Inc., a New York corporation (the “Company”), pursuant to which Acquisition Sub will merge with and into the Company (the “Merger”), with the Company surviving the merger as a wholly owned subsidiary of Parent, on the terms and subject to the conditions set forth in the Merger Agreement. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement. All dollar amounts in this Letter refe
JOINT FILING AGREEMENTJoint Filing Agreement • August 30th, 2019 • Privet Fund LP • Miscellaneous manufacturing industries
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D and any amendments thereto with respect to the common stock of Jason Industries, Inc. and agree that this Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
JOINT FILING AGREEMENTJoint Filing Agreement • December 3rd, 2014 • Privet Fund LP • Machine tools, metal cutting types
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D and any amendments thereto with respect to the common stock of Hardinge Inc. and agree that this Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
TERMINATION AGREEMENTTermination Agreement • September 20th, 2017 • Privet Fund LP • Instruments for meas & testing of electricity & elec signals
This Termination Agreement (“Termination Agreement”) is made and entered into as of September 20, 2017, by and among Privet Fund LP, Privet Fund Management LLC, Ryan Levenson, James Henderson, General Lance Lord, and Ben Rosenzweig (each a “Party,” and collectively the “Parties”). Reference is hereby made to the Statement of Beneficial Ownership on Schedule 13D filed with the Securities and Exchange Commission by the Parties (as amended to date, the “Schedule 13D”).
JOINT FILING AGREEMENTJoint Filing Agreement • June 23rd, 2014 • Privet Fund LP • Retail-eating places
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D and any amendments thereto with respect to the common stock of Noble Roman’s, Inc. and agree that this Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
ContractJoint Filing Agreement • January 10th, 2013 • Privet Fund LP • Services-business services, nec
AGREEMENTShareholder Agreement • June 15th, 2015 • Privet Fund LP • Instruments for meas & testing of electricity & elec signals • Delaware
This AGREEMENT, dated as of June 4, 2015 (this “Agreement”), is by and among Frequency Electronics, Inc., a Delaware corporation (the “Company”), Privet Fund L.P., a Delaware limited partnership, Privet Fund Management L.L.C., a Delaware limited liability company and Ryan Levenson (collectively, the “Privet Group”).
