JOINT FILING AGREEMENTJoint Filing Agreement • April 27th, 2007 • Harman Sidney • Household audio & video equipment
We, the undersigned, hecreby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
April 26, 2007Election Agreement • April 27th, 2007 • Harman Sidney • Household audio & video equipment • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among KHI Parent Inc., a Delaware corporation (“Parent”), KHI Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Harmon International Industries, Incorporated, a Delaware corporation (the “Company”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement. This agreement (the “Election Agreement”) is being executed by the parties hereto in connection with the execution of, and as a condition and inducement to Parent’s and Merger Sub’s willingness to enter into, the Merger Agreement. For purposes of this Election Agreement, “Election” means a Parent Stock Election and/or an Irrevocable Option Election.
