AMENDMENT NO. 1 TO JOINT FILING AND SOLICITATION AGREEMENT
Exhibit 99.1
AMENDMENT NO. 1
TO
WHEREAS, Vertex Opportunities Fund, LP, a Delaware limited partnership (the “Partnership”), Vertex GP, LLC, a Delaware limited liability company, Vertex Special Opportunities Fund IV, LLC, a Delaware limited liability company, Vertex Capital Advisors, LLC, a Delaware limited liability company, Xxxx Xxxxxx, Xxxxxxx X. Domenik and Xxxxxxxx Xxxxxxxx are parties to that certain Joint Filing and Solicitation Agreement dated March 17, 2015 (the “Agreement”) with respect to GSI Technology, Inc., a Delaware corporation (the “Company”);
WHEREAS, the Partnership has, among other things, nominated Xxxx Xxxxxx, Xxxxxxx X. Domenik and Xxxxxxxx Xxxxxxxx as nominees for election to the Board of Directors of the Company at the 2015 annual meeting of shareholders of the Company, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”);
WHEREAS, the Partnership has added Xxxxxx Xxxx as an additional nominee for election at the Annual Meeting;
WHEREAS, Xxxxxx Xxxx has agreed to be a party to the Agreement.
NOW, IT IS AGREED, as of this 18th day of March 2015, by the parties hereto:
1. The definition of “Nominees” as such term is used in the Agreement is hereby amended to constitute Xxxx Xxxxxx, Xxxxxxx X. Domenik, Xxxxxx Xxxx and Xxxxxxxx Xxxxxxxx.
2. Xxxxxx Xxxx is hereby made a party to the Agreement.
3. Except as modified above, the terms and conditions of the Agreement are hereby confirmed and shall remain in full force and effect.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Joint Filing and Solicitation Agreement to be executed as of the day and year first above written.
VERTEX OPPORTUNITIES FUND, LP
|
||
By:
|
Vertex GP, LLC
|
|
General Partner
|
||
By:
|
/s/ Xxxx Xxxxxx
|
|
Name:
|
Xxxx Xxxxxx
|
|
Title:
|
Managing Member
|
VERTEX GP, LLC
|
||
By:
|
/s/ Xxxx Xxxxxx
|
|
Name:
|
Xxxx Xxxxxx
|
|
Title:
|
Managing Member
|
VERTEX SPECIAL OPPORTUNITIES FUND IV, LP
|
||
By:
|
||
Investment Manager
|
||
By:
|
/s/ Xxxx Xxxxxx
|
|
Name:
|
Xxxx Xxxxxx
|
|
Title:
|
Managing Member
|
By:
|
/s/ Xxxx Xxxxxx
|
|
Name:
|
Xxxx Xxxxxx
|
|
Title:
|
Managing Member
|
/s/ Xxxx Xxxxxx
|
|
XXXX XXXXXX
|
/s/ Xxxxxxx X. Domenik
|
|
XXXXXXX X. DOMENIK
|
/s/ Xxxxxx Xxxx
|
|
XXXXXX XXXX
|
/s/ Xxxxxxxx Xxxxxxxx
|
|
XXXXXXXX XXXXXXXX
|