JOINDER AGREEMENT
Exhibit 99.1
This JOINDER AGREEMENT (the “Joinder”) is dated as of February 8, 2013 by and between Xxxxx Xxxx Capital, LLC (“Xxxxx Hill”), Potomac Capital Management II, L.L.C., (“Potomac Management II”), and Xxxxxx Xxxxxxxxxx (the “New Member”).
WHEREAS, Xxxxx Hill Partners, L.P. (the “Partnership”), Xxxxx Xxxx, Xxxxx Xxxxxxx, Potomac Capital Partners L.P., Potomac Capital Management, L.L.C., Potomac Capital Partners II, L.P., Potomac Management II, Potomac Capital Partners III, L.P., Potomac Capital Management III, L.L.C., Xxxx X. Xxxxx, and Xxxx Xxxxxx (collectively, the “Existing Members”) are parties to that certain Joint Filing Agreement dated as of January 25, 2013 (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 purpose of seeking representation on the Board of Directors of XXXX, Inc. (the “Company”) at the 2013 annual meeting of shareholders of the Company (the “Annual Meeting”);
WHEREAS, the New Member has agreed to (i) be named in the notice provided by the Partnership of its intention to nominate the New Member as a director of the Company at the Annual Meeting, (ii) be named as a nominee in any proxy statement filed by the Partnership in connection with the solicitation of proxies or written consents for election of the New Member at the Annual Meeting, and (iii) serve as a director of the Company if elected at the Annual Meeting;
WHEREAS, the New Member desires to join the group formed by the Existing Members; and
WHEREAS, pursuant to paragraph 10 of the Agreement, the Agreement may be amended to add any person or entity as a party to the Agreement, by execution of a joinder agreement signed by such party, Xxxxx Xxxx and Potomac Management II.
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 Member is joined as a party to the Agreement.
2. The New Member agrees 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.
4. In the event of any dispute arising out of the provisions of this Joinder Agreement, the parties hereto consent and submit to the exclusive jurisdiction of any court of competent jurisdiction of the Federal and State Courts in the State of New York, County of New York.
[Signature page on next page]
IN WITNESS WHEREOF, the parties hereto have caused this Joinder to be executed as of the day and year first above written.
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XXXXX HILL CAPITAL, LLC
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By:
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/s/ Xxxxx X. Xxxxxxx
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Name:
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Xxxxx X. Xxxxxxx
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Title:
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Manager
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POTOMAC CAPITAL MANAGEMENT II, L.L.C.
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By:
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/s/ Xxxx X. Xxxxx
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Name:
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Xxxx X. Xxxxx
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Title:
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Co-Managing Member
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/s/ Xxxxxx Xxxxxxxxxx
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XXXXXX XXXXXXXXXX
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This JOINDER AGREEMENT (the “Joinder”) is dated as of February 8, 2013 by and between Xxxxx Hill Capital, LLC (“Xxxxx Xxxx”), Potomac Capital Management II, L.L.C., (“Potomac Management II”), and Xxxx Xxxxxxxxx (the “New Member”).
WHEREAS, Xxxxx Xxxx Partners, L.P. (the “Partnership”), Xxxxx Hill, Xxxxx Xxxxxxx, Potomac Capital Partners L.P., Potomac Capital Management, L.L.C., Potomac Capital Partners II, L.P., Potomac Management II, Potomac Capital Partners III, L.P., Potomac Capital Management III, L.L.C., Xxxx X. Xxxxx, and Xxxx Xxxxxx (collectively, the “Existing Members”) are parties to that certain Joint Filing Agreement dated as of January 25, 2013 (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 purpose of seeking representation on the Board of Directors of XXXX, Inc. (the “Company”) at the 2013 annual meeting of shareholders of the Company (the “Annual Meeting”);
WHEREAS, the New Member has agreed to (i) be named in the notice provided by the Partnership of its intention to nominate the New Member as a director of the Company at the Annual Meeting, (ii) be named as a nominee in any proxy statement filed by the Partnership in connection with the solicitation of proxies or written consents for election of the New Member at the Annual Meeting, and (iii) serve as a director of the Company if elected at the Annual Meeting;
WHEREAS, the New Member desires to join the group formed by the Existing Members; and
WHEREAS, pursuant to paragraph 10 of the Agreement, the Agreement may be amended to add any person or entity as a party to the Agreement, by execution of a joinder agreement signed by such party, Xxxxx Xxxx and Potomac Management II.
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 Member is joined as a party to the Agreement.
2. The New Member agrees 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.
4. In the event of any dispute arising out of the provisions of this Joinder Agreement, the parties hereto consent and submit to the exclusive jurisdiction of any court of competent jurisdiction of the Federal and State Courts in the State of New York, County of New York.
[Signature page on next page]
IN WITNESS WHEREOF, the parties hereto have caused this Joinder to be executed as of the day and year first above written.
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XXXXX HILL CAPITAL, LLC
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By:
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/s/ Xxxxx X. Xxxxxxx
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Name:
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Xxxxx X. Xxxxxxx
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||
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Title:
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Manager
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||
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POTOMAC CAPITAL MANAGEMENT II, L.L.C.
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|||
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By:
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/s/ Xxxx X. Xxxxx
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||
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Name:
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Xxxx X. Xxxxx
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||
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Title:
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Co-Managing Member
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||
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/s/ Xxxx Xxxxxxxxx
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XXXX XXXXXXXXX
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This JOINDER AGREEMENT (the “Joinder”) is dated as of February 8, 2013 by and between Xxxxx Hill Capital, LLC (“Xxxxx Xxxx”), Potomac Capital Management II, L.L.C., (“Potomac Management II”), and Xxxxx Xxxxxx Masters (the “New Member”).
WHEREAS, Xxxxx Xxxx Partners, L.P. (the “Partnership”), Xxxxx Hill, Xxxxx Xxxxxxx, Potomac Capital Partners L.P., Potomac Capital Management, L.L.C., Potomac Capital Partners II, L.P., Potomac Management II, Potomac Capital Partners III, L.P., Potomac Capital Management III, L.L.C., Xxxx X. Xxxxx, and Xxxx Xxxxxx (collectively, the “Existing Members”) are parties to that certain Joint Filing Agreement dated as of January 25, 2013 (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 purpose of seeking representation on the Board of Directors of XXXX, Inc. (the “Company”) at the 2013 annual meeting of shareholders of the Company (the “Annual Meeting”);
WHEREAS, the New Member has agreed to (i) be named in the notice provided by the Partnership of its intention to nominate the New Member as a director of the Company at the Annual Meeting, (ii) be named as a nominee in any proxy statement filed by the Partnership in connection with the solicitation of proxies or written consents for election of the New Member at the Annual Meeting, and (iii) serve as a director of the Company if elected at the Annual Meeting;
WHEREAS, the New Member desires to join the group formed by the Existing Members; and
WHEREAS, pursuant to paragraph 10 of the Agreement, the Agreement may be amended to add any person or entity as a party to the Agreement, by execution of a joinder agreement signed by such party, Xxxxx Xxxx and Potomac Management II.
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 Member is joined as a party to the Agreement.
2. The New Member agrees 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.
4. In the event of any dispute arising out of the provisions of this Joinder Agreement, the parties hereto consent and submit to the exclusive jurisdiction of any court of competent jurisdiction of the Federal and State Courts in the State of New York, County of New York.
[Signature page on next page]
IN WITNESS WHEREOF, the parties hereto have caused this Joinder to be executed as of the day and year first above written.
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XXXXX HILL CAPITAL, LLC
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By:
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/s/ Xxxxx X. Xxxxxxx
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||
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Name:
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Xxxxx X. Xxxxxxx
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||
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Title:
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Manager
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||
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POTOMAC CAPITAL MANAGEMENT II, L.L.C.
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|||
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By:
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/s/ Xxxx X. Xxxxx
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||
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Name:
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Xxxx X. Xxxxx
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Title:
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Co-Managing Member
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/s/ Xxxxx Xxxxxx Masters
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XXXXX XXXXXX MASTERS
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JOINDER AGREEMENT
This JOINDER AGREEMENT (the “Joinder”) is dated as of February 8, 2013 by and between Xxxxx Xxxx Capital, LLC (“Xxxxx Hill”), Potomac Capital Management II, L.L.C., (“Potomac Management II”), and Xxxx Xxxxxxxx (the “New Member”).
WHEREAS, Xxxxx Hill Partners, L.P. (the “Partnership”), Xxxxx Xxxx, Xxxxx Xxxxxxx, Potomac Capital Partners L.P., Potomac Capital Management, L.L.C., Potomac Capital Partners II, L.P., Potomac Management II, Potomac Capital Partners III, L.P., Potomac Capital Management III, L.L.C., Xxxx X. Xxxxx, and Xxxx Xxxxxx (collectively, the “Existing Members”) are parties to that certain Joint Filing Agreement dated as of January 25, 2013 (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 purpose of seeking representation on the Board of Directors of XXXX, Inc. (the “Company”) at the 2013 annual meeting of shareholders of the Company (the “Annual Meeting”);
WHEREAS, the New Member has agreed to (i) be named in the notice provided by the Partnership of its intention to nominate the New Member as a director of the Company at the Annual Meeting, (ii) be named as a nominee in any proxy statement filed by the Partnership in connection with the solicitation of proxies or written consents for election of the New Member at the Annual Meeting, and (iii) serve as a director of the Company if elected at the Annual Meeting;
WHEREAS, the New Member desires to join the group formed by the Existing Members; and
WHEREAS, pursuant to paragraph 10 of the Agreement, the Agreement may be amended to add any person or entity as a party to the Agreement, by execution of a joinder agreement signed by such party, Xxxxx Xxxx and Potomac Management II.
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 Member is joined as a party to the Agreement.
2. The New Member agrees 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.
4. In the event of any dispute arising out of the provisions of this Joinder Agreement, the parties hereto consent and submit to the exclusive jurisdiction of any court of competent jurisdiction of the Federal and State Courts in the State of New York, County of New York.
[Signature page on next page]
IN WITNESS WHEREOF, the parties hereto have caused this Joinder to be executed as of the day and year first above written.
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XXXXX HILL CAPITAL, LLC
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|||
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By:
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/s/ Xxxxx X. Xxxxxxx
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||
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Name:
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Xxxxx X. Xxxxxxx
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||
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Title:
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Manager
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||
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POTOMAC CAPITAL MANAGEMENT II, L.L.C.
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By:
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/s/ Xxxx X. Xxxxx
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||
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Name:
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Xxxx X. Xxxxx
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||
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Title:
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Co-Managing Member
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/s/ Xxxx Xxxxxxxx
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XXXX XXXXXXXX
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JOINDER AGREEMENT
This JOINDER AGREEMENT (the “Joinder”) is dated as of February 8, 2013 by and between Xxxxx Hill Capital, LLC (“Xxxxx Xxxx”), Potomac Capital Management II, L.L.C., (“Potomac Management II”), and Xxxxx Xxxxx (the “New Member”).
WHEREAS, Xxxxx Xxxx Partners, L.P. (the “Partnership”), Xxxxx Hill, Xxxxx Xxxxxxx, Potomac Capital Partners L.P., Potomac Capital Management, L.L.C., Potomac Capital Partners II, L.P., Potomac Management II, Potomac Capital Partners III, L.P., Potomac Capital Management III, L.L.C., Xxxx X. Xxxxx, and Xxxx Xxxxxx (collectively, the “Existing Members”) are parties to that certain Joint Filing Agreement dated as of January 25, 2013 (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 purpose of seeking representation on the Board of Directors of XXXX, Inc. (the “Company”) at the 2013 annual meeting of shareholders of the Company (the “Annual Meeting”);
WHEREAS, the New Member has agreed to (i) be named in the notice provided by the Partnership of its intention to nominate the New Member as a director of the Company at the Annual Meeting, (ii) be named as a nominee in any proxy statement filed by the Partnership in connection with the solicitation of proxies or written consents for election of the New Member at the Annual Meeting, and (iii) serve as a director of the Company if elected at the Annual Meeting;
WHEREAS, the New Member desires to join the group formed by the Existing Members; and
WHEREAS, pursuant to paragraph 10 of the Agreement, the Agreement may be amended to add any person or entity as a party to the Agreement, by execution of a joinder agreement signed by such party, Xxxxx Xxxx and Potomac Management II.
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 Member is joined as a party to the Agreement.
2. The New Member agrees 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.
4. In the event of any dispute arising out of the provisions of this Joinder Agreement, the parties hereto consent and submit to the exclusive jurisdiction of any court of competent jurisdiction of the Federal and State Courts in the State of New York, County of New York.
[Signature page on next page]
IN WITNESS WHEREOF, the parties hereto have caused this Joinder to be executed as of the day and year first above written.
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XXXXX HILL CAPITAL, LLC
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|||
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By:
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/s/ Xxxxx X. Xxxxxxx
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||
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Name:
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Xxxxx X. Xxxxxxx
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||
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Title:
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Manager
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||
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POTOMAC CAPITAL MANAGEMENT II, L.L.C.
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|||
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By:
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/s/ Xxxx X. Xxxxx | ||
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Name:
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Xxxx X. Xxxxx | ||
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Title:
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Co-Managing Member
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||
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/s/ Xxxxx Xxxxx
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XXXXX XXXXX
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JOINDER AGREEMENT
This JOINDER AGREEMENT (the “Joinder”) is dated as of February 8, 2013 by and between Xxxxx Hill Capital, LLC (“Xxxxx Xxxx”), Potomac Capital Management II, L.L.C., (“Potomac Management II”), and Xxxxxxx Xxxxxx (the “New Member”).
WHEREAS, Xxxxx Xxxx Partners, L.P. (the “Partnership”), Xxxxx Hill, Xxxxx Xxxxxxx, Potomac Capital Partners L.P., Potomac Capital Management, L.L.C., Potomac Capital Partners II, L.P., Potomac Management II, Potomac Capital Partners III, L.P., Potomac Capital Management III, L.L.C., Xxxx X. Xxxxx, and Xxxx Xxxxxx (collectively, the “Existing Members”) are parties to that certain Joint Filing Agreement dated as of January 25, 2013 (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 purpose of seeking representation on the Board of Directors of XXXX, Inc. (the “Company”) at the 2013 annual meeting of shareholders of the Company (the “Annual Meeting”);
WHEREAS, the New Member has agreed to (i) be named in the notice provided by the Partnership of its intention to nominate the New Member as a director of the Company at the Annual Meeting, (ii) be named as a nominee in any proxy statement filed by the Partnership in connection with the solicitation of proxies or written consents for election of the New Member at the Annual Meeting, and (iii) serve as a director of the Company if elected at the Annual Meeting;
WHEREAS, the New Member desires to join the group formed by the Existing Members; and
WHEREAS, pursuant to paragraph 10 of the Agreement, the Agreement may be amended to add any person or entity as a party to the Agreement, by execution of a joinder agreement signed by such party, Xxxxx Xxxx and Potomac Management II.
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 Member is joined as a party to the Agreement.
2. The New Member agrees 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.
4. In the event of any dispute arising out of the provisions of this Joinder Agreement, the parties hereto consent and submit to the exclusive jurisdiction of any court of competent jurisdiction of the Federal and State Courts in the State of New York, County of New York.
[Signature page on next page]
IN WITNESS WHEREOF, the parties hereto have caused this Joinder to be executed as of the day and year first above written.
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XXXXX HILL CAPITAL, LLC
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|||
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By:
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/s/ Xxxxx X. Xxxxxxx
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||
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Name:
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Xxxxx X. Xxxxxxx
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||
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Title:
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Manager
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POTOMAC CAPITAL MANAGEMENT II, L.L.C.
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By:
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/s/ Xxxx Xxxxxx
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Name:
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Xxxx X. Xxxxx
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Title:
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Co-Managing Member
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/s/ Xxxxxxx Xxxxxx
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XXXXXXX XXXXXX
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