JOINDER AGREEMENT
Exhibit 99.1
This JOINDER AGREEMENT (the “Joinder”) is dated as of March 14, 2016 by and among Full Value Partners, L.P., a Delaware limited partnership, Bulldog Investors, LLC, a Delaware limited liability company, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxxxx and Xxxxxx Xxxxxxx (collectively, the “Bulldog Parties”), Crescendo Partners II, L.P., Series M2, a Delaware limited partnership, Crescendo Investments II, LLC, a Delaware limited liability company, Crescendo Advisors II, LLC, a Delaware limited liability company, Jamarant Capital, L.P., a Delaware limited partnership, Jamarant Investors, LLC a Delaware limited liability company, The Jamarant Advisors, LLC, a Delaware limited liability company, Xxxx Xxxxxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxx Xxxx (collectively, the “Crescendo Parties”) and Xxxx Xxxxx, Xxxxxxx Xxxxxxx and Xxxx X. Xxxxxxxxxx (collectively with the Bulldog Parties and the Crescendo Parties, the “Existing Members”) and Crescendo Partners III, L.P., a Delaware limited partnership and Crescendo Investments III, LLC, a Delaware limited liability company (the “New Members”).
WHEREAS, the Existing Members are parties to that certain Joint Filing and Solicitation Agreement dated as of March 9, 2016 (the “Agreement”), pursuant to which the Existing Members formed a “group” (as contemplated by Section 13(d) of the Securities Exchange Act of 1934, as amended) for the purposes of seeking representation on the Board of Directors (the “Board”) of Hill International, Inc. (the “Company”) and seeking stockholder approval of certain business proposals at the 2016 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “2016 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing; and
WHEREAS, the New Members desire to join the group formed by the Existing Members.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows:
1. Effective immediately, the New Members are joined as a party to the Agreement.
2. The New Members agree to be bound by the terms of the Agreement, the terms of which are incorporated herein and made a part hereof.
3. This Joinder may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
[Signature page on next page]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
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FULL VALUE PARTNERS, L.P.
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By:
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Full Value Advisors, LLC
General Partner
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By:
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/s/ Xxxxxxx Xxxxxxxxx
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Name:
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Xxxxxxx Xxxxxxxxx
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Title:
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Manager
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By:
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/s/ Xxxxxxx Xxxxxxxxx
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Name:
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Xxxxxxx Xxxxxxxxx
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Title:
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Member
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/s/ Xxxxxx Xxxxx
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XXXXXX XXXXX
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/s/ Xxxxxxx Xxxxxxxxx
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XXXXXXX XXXXXXXXX
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/s/ Xxxxxx Xxxxxxx
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XXXXXX XXXXXXX
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CRESCENDO PARTNERS II, L.P., SERIES M2
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By:
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Crescendo Investments II, LLC
General Partner
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By:
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/s/ Xxxx Xxxxxxxxx
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Name:
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Xxxx Xxxxxxxxx
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Title:
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Managing Member
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Signature Page to Joinder Agreement
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CRESCENDO INVESTMENTS II, LLC
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By:
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/s/ Xxxx Xxxxxxxxx
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Name:
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Xxxx Xxxxxxxxx
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Title:
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Managing Member
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CRESCENDO PARTNERS III, L.P.
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By:
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Crescendo Investments III, LLC
General Partner
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By:
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/s/ Xxxx Xxxxxxxxx
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Name:
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Xxxx Xxxxxxxxx
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Title:
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Managing Member
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CRESCENDO INVESTMENTS III, LLC
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By:
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/s/ Xxxx Xxxxxxxxx
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Name:
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Xxxx Xxxxxxxxx
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Title:
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Managing Member
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CRESCENDO ADVISORS II, LLC
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By:
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/s/ Xxxx Xxxxxxxxx
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Name:
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Xxxx Xxxxxxxxx
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Title:
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Managing Member
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JAMARANT CAPITAL, L.P.
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By:
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Jamarant Investors, LLC
General Partner
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Managing Member
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By:
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/s/ Xxxxx Xxxx
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Name:
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Xxxxx Xxxx
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Title:
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Managing Member
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JAMARANT INVESTORS, LLC
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Managing Member
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By:
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/s/ Xxxxx Xxxx
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Name:
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Xxxxx Xxxx
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Title:
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Managing Member
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Signature Page to Joinder Agreement
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JAMARANT ADVISORS, LLC
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By:
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/s/ Xxxxxxx X. Xxxxxxx
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Name:
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Xxxxxxx X. Xxxxxxx
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Title:
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Managing Member
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By:
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/s/ Xxxxx Xxxx
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Name:
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Xxxxx Xxxx
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Title:
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Managing Member
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/s/ Xxxx Xxxxxxxxx
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XXXX XXXXXXXXX, Individually and as attorney-in-fact for Xxxx Xxxxx, Xxxxxxx Xxxxxxx and Xxxx X. Xxxxxxxxxx
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/s/ Xxxxxxx X. Xxxxxxx
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XXXXXXX X. XXXXXXX
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/s/ Xxxxx Xxxx
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XXXXX XXXX
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Signature Page to Joinder Agreement
