COOPERATION AGREEMENTCooperation Agreement • September 20th, 2019 • Philotimo Fund, LP • Retail-hobby, toy & game shops • Delaware
This Cooperation Agreement (this “Agreement”) is made and entered into as of July 26, 2019, by and among Build-A-Bear Workshop, Inc., a Delaware corporation (the “Company”), and the entities and natural persons set forth on the signature page hereto (collectively, “Investor”) (each of the Company and Investor, a “Party” to this Agreement, and collectively, the “Parties”).
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • April 3rd, 2018 • Philotimo Fund, LP • Secondary smelting & refining of nonferrous metals • New York
This Agreement (this “Agreement”) is made and entered into as of April 2, 2018, by and among (i) Philotimo Fund, LP, Kanen Wealth Management, LLC, and David L. Kanen (collectively, the “Kanen Group”), (ii) Anthony Ambrose, (iii) Alan B. Howe (iv) PADNOS (v) Jeffrey S. Padnos and (vi) S. Shariq Yosufzai (each a “Party” to this Agreement, and collectively, the “Parties” or the “Group”).
COOPERATION AGREEMENTCooperation Agreement • October 19th, 2021 • Philotimo Fund, LP • Retail-home furniture, furnishings & equipment stores
This COOPERATION AGREEMENT (this “Agreement”) is made as of this 15th day of October 2021 (the “Effective Date”), by and among David L. Kanen, Philotimo Fund, LP (“Philotimo”), Philotimo Focused Growth and Income Fund (“Philotimo Fund”), Kanen Wealth Management LLC (“Kanen Wealth Management”; and collectively with Mr. Kanen, Philotimo, Philotimo Fund and their respective affiliates, collectively, the “Kanen Group”, and each individually, a “member” of the Kanen Group), and 1847 Goedeker Inc., a Delaware corporation (the “Company”).
SETTLEMENT AGREEMENTSettlement Agreement • May 3rd, 2018 • Philotimo Fund, LP • Secondary smelting & refining of nonferrous metals • Delaware
This SETTLEMENT AGREEMENT (this “Agreement”) is made as of this 2nd day of May 2018, by and among David L. Kanen, Kanen Wealth Management LLC (“Kanen Wealth Management”) (collectively, together with their respective affiliates and the other participants in their pending proxy solicitation and members of their “group” (as such term is defined in Rule 13d-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the “Kanen Group”, and each individually, a “member” of the Kanen Group), and Aqua Metals, Inc., a Delaware corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 26th, 2019 • Philotimo Fund, LP • Retail-hobby, toy & game shops
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 (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Build-A-Bear Workshop, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • October 19th, 2020 • Philotimo Fund, LP • Household furniture
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 13G dated October 19th,2020 (including amendments thereto) with respect to the Common Stock of Famous Dave’s of America, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • August 25th, 2021 • Philotimo Fund, LP • General bldg contractors - residential bldgs
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 13G dated 08/25/2021 (including amendments thereto) with respect to the Common Stock of Famous Dave’s of America, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • October 19th, 2021 • Philotimo Fund, LP • Retail-home furniture, furnishings & equipment stores
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 (including additional amendments thereto) with respect to the common shares, par value $0.0001 per share, of 1847 Goedeker, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • April 9th, 2018 • Philotimo Fund, LP • 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 (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Astea International, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • July 28th, 2020 • Philotimo Fund, LP • Retail-auto dealers & gasoline stations
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 13G dated July 27th, 2020 (including amendments thereto) with respect to the Common Stock of Lazydays Holdings, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINDER AGREEMENTJoinder Agreement • April 25th, 2018 • Philotimo Fund, LP • Secondary smelting & refining of nonferrous metals
This JOINDER AGREEMENT (the “Joinder”) is dated as of April 20, 2018 by and between Philotimo Fund, LP, a Delaware limited partnership, Kanen Wealth Management, LLC, a Florida limited liability company, David L. Kanen, Anthony Ambrose, Alan B. Howe, PADNOS, Jeffrey S. Padnos, and S. Shariq Yosufzai (collectively, the “Existing Members”) and Sushil (“Sam”) Kapoor (the “New Member”).
JOINT FILING AGREEMENTJoint Filing Agreement • October 23rd, 2018 • Philotimo Fund, LP • Retail-auto & home supply stores
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 (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of U.S. Auto Parts Network, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • November 1st, 2024 • Philotimo Fund, LP • Retail-miscellaneous retail
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common stock, par value $0.00001, of The ReaReal, Inc. 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(k) under the Securities Exchange Act of 1934, as amended.
JOINT FILING AGREEMENTJoint Filing Agreement • September 30th, 2022 • Philotimo Fund, LP • Electric lighting & wiring equipment
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 (including additional amendments thereto) with respect to the shares of Common Stock, no par value, of Orion Energy Systems, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • January 5th, 2024 • Philotimo Fund, LP • Instruments for meas & testing of electricity & elec signals
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, no par value, of Data I/O 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(k)(1) under the Securities Exchange Act of 1934, as amended.
JOINT FILING AGREEMENTJoint Filing Agreement • March 26th, 2021 • Philotimo Fund, LP • Retail-miscellaneous shopping goods stores
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 (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of The ODP Corporation, a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • May 3rd, 2018 • Philotimo Fund, LP • Secondary smelting & refining of nonferrous metals
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 (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Aqua Metals, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2018 • Philotimo Fund, LP • Retail-eating places
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 13G dated February 14, 2018 (including amendments thereto) with respect to the Common Stock of Famous Dave’s of America, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • April 24th, 2023 • Philotimo Fund, LP • Services-prepackaged software
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, par value $0.001 per share, of eGain 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(k) under the Securities Exchange Act of 1934, as amended.
JOINT FILING AGREEMENTJoint Filing Agreement • July 1st, 2021 • Philotimo Fund, LP • Retail-home furniture, furnishings & equipment stores
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 (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value, of 1847 Goedeker Inc, and the warrants of the 1847 Goedeker Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • September 13th, 2021 • Philotimo Fund, LP • Retail-home furniture, furnishings & equipment stores • New York
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of 1847 Goedeker Inc., a Delaware corporation (the “Company”);
Joint Filing AgreementJoint Filing Agreement • September 26th, 2024 • Philotimo Fund, LP • Retail-miscellaneous shopping goods stores
The undersigned hereby agree that the Statement on Schedule 13G dated September 26, 2024, with respect to the Common Stock, $0.01 par value per share, of Barnes & Noble Education, Inc., a Delaware corporation, 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, 2023 • Philotimo Fund, LP • Food and kindred products
The undersigned hereby agree that the statement on Schedule 13D with respect to the Class A Common Stock, par value $0.0001 per share, of The Real Good Food Company, Inc. 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(k) under the Securities Exchange Act of 1934, as amended.
JOINT FILING AGREEMENTJoint Filing Agreement • February 4th, 2021 • Philotimo Fund, LP • Retail-home furniture, furnishings & equipment stores
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 13G dated 02/03/2021 (including amendments thereto) with respect to the Common Stock of Famous Dave’s of America, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 22nd, 2018 • Philotimo Fund, LP • Secondary smelting & refining of nonferrous metals
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 (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Aqua Metals, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 9th, 2022 • Philotimo Fund, LP • Retail-auto & home supply stores
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 (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Carparts.com, Inc.. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • September 5th, 2018 • Philotimo Fund, LP • Retail-eating places
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 (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Famous Dave’s of America, Inc., a Minnesota corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Joint Filing AgreementJoint Filing Agreement • November 18th, 2024 • Philotimo Fund, LP • Computer communications equipment
The undersigned hereby agree that the Statement on Schedule 13G dated November 15, 2024, with respect to the Common Stock, Ordinary Shares, par value ILS 0.10 per share, of Allot Ltd., a corporation incorporated under the laws of Israel, 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 • July 15th, 2019 • Philotimo Fund, LP • Retail-eating places
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 (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value, of Diversified Restaurant Holdings, Inc., a Nevada corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • January 31st, 2018 • Philotimo Fund, LP • Retail-eating places
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 (including additional amendments thereto) with respect to the shares of Common Stock, no par value, of Bravo Brio Restaurant Group, Inc., an Ohio corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • July 7th, 2021 • Philotimo Fund, LP • Retail-home furniture, furnishings & equipment stores
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 (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value, of 1847 Goedeker Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • June 8th, 2021 • Philotimo Fund, LP • Retail-home furniture, furnishings & equipment stores
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 (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value, of 1847 Goedeker Inc, and the warrants of the 1847 Goedeker Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • November 30th, 2021 • Philotimo Fund, LP • Retail-auto dealers & gasoline stations
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 (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share, of Lazydays Holdings, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • July 7th, 2020 • Philotimo Fund, LP • General bldg contractors - residential bldgs
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 13G dated February 14, 2018 (including amendments thereto) with respect to the Common Stock of Famous Dave’s of America, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • October 21st, 2020 • Philotimo Fund, LP • Secondary smelting & refining of nonferrous metals
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 13G dated October 21th,2020 (including amendments thereto) with respect to the Common Stock of Famous Dave’s of America, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
