JOINT FILING AGREEMENT
Exhibit 99.2
This JOINT FILING AGREEMENT (this “Agreement”) is entered into as of October 24, 2017, by and among Xxxx X. Xxxxxx Living Trust, Exempt Xxxx X. Xxxxxx Living Trust, Xxxxxx Marital Trust, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 609/4, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 609/7, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 1209/3, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 1209/4, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 610/4, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 610/5, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 1210/4, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 811/3, Xxxx X. Xxxxxx Grantor Retained Annuity Trust 812/3, the Estate of Xxxx X. Xxxxxx, Xxxxxxx Family Trust, Xxxxxx and Xxxx Xxxxxxxx 2012 Trust, Xxxxxxx Xxxxxxx and Xxxxxx Xxxxxxxx (each, a “Party” and, collectively, the “Parties”).
WHEREAS, certain of the Parties are holders, of record or beneficial, of shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Xxxxxx Healthcare, Inc., a Delaware corporation (the “Company”); and
WHEREAS, the Parties wish to jointly file statements on Schedule 13D with respect to the Common Stock and other securities of the Company, to the extent required by applicable law;
NOW, THEREFORE, the Parties hereby agree as follows:
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the Parties hereby agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the Common Stock and other securities of the Company, to the extent required by applicable law.
2. Each Party shall be responsible for the accuracy and completeness of its own disclosure set forth in any statements on Schedule 13D, and any amendments thereto, jointly filed by the Parties pursuant to this Agreement, and shall not be responsible for the accuracy and completeness of the information concerning any other Parties, unless such Party knows or has reason to know that such information is inaccurate.
3. Each of the Parties hereby agrees that this Agreement shall be filed as an exhibit to any Schedule 13D required to be filed under applicable law pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
4. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
5. This Agreement 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 follows]
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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Xxxx X. Xxxxxx Living Trust | |||
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By: |
/s/ Xxxxxxx Xxxxxxx | ||
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Name: |
Xxxxxxx Xxxxxxx | |
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Title: |
Trustee | |
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By: |
/s/ Xxxxxxx Xxxxxxx | ||
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Name: |
Xxxxxx Xxxxxxxx | |
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Title: |
Trustee | |
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Exempt Xxxx X. Xxxxxx Living Trust | |||
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By: |
/s/ Xxxxxxx Xxxxxxx | ||
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Name: |
Xxxxxxx Xxxxxxx | |
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Title: |
Trustee | |
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By: |
/s/ Xxxxxxx Xxxxxxx | ||
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Name: |
Xxxxxx Xxxxxxxx | |
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Title: |
Trustee | |
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Xxxxxx Marital Trust | |||
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By: |
/s/ Xxxxxxx Xxxxxxx | ||
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Name: |
Xxxxxxx Xxxxxxx | |
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Title: |
Trustee | |
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By: |
/s/ Xxxxxx Xxxxxxxx | ||
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Name: |
Xxxxxx Xxxxxxxx | |
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Title: |
Trustee | |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 609/4 | |||
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By: |
/s/ Xxxxxxx Xxxxxxx | ||
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Name: |
Xxxxxxx Xxxxxxx | |
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Title: |
Trustee | |
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By: |
/s/ Xxxxxx Xxxxxxxx | ||
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Name: |
Xxxxxx Xxxxxxxx | |
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Title: |
Trustee | |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 609/7 | |||
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By: |
/s/ Xxxxxxx Xxxxxxx | ||
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Name: |
Xxxxxxx Xxxxxxx | |
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Title: |
Trustee | |
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By: |
/s/ Xxxxxx Xxxxxxxx | ||
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Name: |
Xxxxxx Xxxxxxxx | |
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Title: |
Trustee | |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 1209/3 | |||
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By: |
/s/ Xxxxxxx Xxxxxxx | ||
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Name: |
Xxxxxxx Xxxxxxx | |
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Title: |
Trustee | |
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By: |
/s/ Xxxxxx Xxxxxxxx | ||
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Name: |
Xxxxxx Xxxxxxxx | |
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Title: |
Trustee | |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 1209/4 | |||
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By: |
/s/ Xxxxxxx Xxxxxxx | ||
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Name: |
Xxxxxxx Xxxxxxx | |
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Title: |
Trustee | |
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By: |
/s/ Xxxxxx Xxxxxxxx | ||
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Name: |
Xxxxxx Xxxxxxxx | |
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Title: |
Trustee | |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 610/4 | |||
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By: |
/s/ Xxxxxxx Xxxxxxx | ||
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Name: |
Xxxxxxx Xxxxxxx | |
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Title: |
Trustee | |
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By: |
/s/ Xxxxxx Xxxxxxxx | ||
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Name: |
Xxxxxx Xxxxxxxx | |
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Title: |
Trustee | |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 610/5 | |||
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By: |
/s/ Xxxxxxx Xxxxxxx | ||
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Name: |
Xxxxxxx Xxxxxxx | |
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Title: |
Trustee | |
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By: |
/s/ Xxxxxx Xxxxxxxx | ||
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Name: |
Xxxxxx Xxxxxxxx | |
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Title: |
Trustee | |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 1210/4 | |||
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By: |
/s/ Xxxxxxx Xxxxxxx | ||
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Name: |
Xxxxxxx Xxxxxxx | |
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Title: |
Trustee | |
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By: |
/s/ Xxxxxx Xxxxxxxx | ||
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Name: |
Xxxxxx Xxxxxxxx | |
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Title: |
Trustee | |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 811/3 | |||
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By: |
/s/ Xxxxxxx Xxxxxxx | ||
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Name: |
Xxxxxxx Xxxxxxx | |
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Title: |
Trustee | |
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By: |
/s/ Xxxxxx Xxxxxxxx | ||
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Name: |
Xxxxxx Xxxxxxxx | |
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Title: |
Trustee | |
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Xxxx X. Xxxxxx Grantor Retained Annuity Trust 812/3 | |||
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By: |
/s/ Xxxxxxx Xxxxxxx | ||
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Name: |
Xxxxxxx Xxxxxxx | |
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Title: |
Trustee | |
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By: |
/s/ Xxxxxx Xxxxxxxx | ||
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Name: |
Xxxxxx Xxxxxxxx | |
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Title: |
Trustee | |
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Estate of Xxxx X. Xxxxxx | |||
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By: |
/s/ Xxxxxxx Xxxxxxx | ||
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Name: |
Xxxxxxx Xxxxxxx | |
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Title: |
Executor | |
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Xxxxxxx Family Trust | ||
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By: |
/s/ Xxxxxxx Xxxxxxx | |
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Name: |
Xxxxxxx Xxxxxxx |
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Title: |
Trustee |
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Xxxxxx and Xxxx Xxxxxxxx 2012 Trust | |||
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By: |
/s/ Xxxxxx Xxxxxxxx | ||
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Name: |
Xxxxxx Xxxxxxxx | |
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Title: |
Trustee | |
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By: |
/s/ Xxxx Xxxxxxxx | ||
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Name: |
Xxxx Xxxxxxxx | |
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Title: |
Trustee | |
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Xxxxxxx Xxxxxxx | ||
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/s/ Xxxxxxx Xxxxxxx | ||
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Xxxxxxx Xxxxxxx | ||
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Xxxxxx Xxxxxxxx | ||
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/s/ Xxxxxx Xxxxxxxx | ||
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Xxxxxx Xxxxxxxx | ||
