Joinder to JOINT FILING AND SOLICITATION AGREEMENT
Exhibit 99.5
Joinder
to
JOINT FILING AND SOLICITATION AGREEMENT
This JOINDER (the “Joinder”) is dated as of June 19, 2018 by and among Xxxxxx Xxxxxxxxxxx, Xxxxxxxxxxx Family Foundation, Inc., Xxxx Xxxxx Xxxxxx, Xxxxx X. XxXxxxx and Xxxxxxx XxXxxx (collectively, the “Existing Members”) and Xxxxx Xxxxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxxx Holdings LLC and GF Merger Sub, Inc. (collectively, the “New Members”).
WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Xxxxx Xxxxx International, Inc., a Florida corporation (the “Company”);
WHEREAS, the Existing Members (the “Group”) are parties to that certain Joint Filing and Solicitation Agreement, dated as of May 17, 2018 (the “Agreement”), pursuant to which the Existing Members agreed, in accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company, among other specified purposes set forth therein.
WHEREAS, the New Members desire to join the Group formed by the Existing Members for the sole purpose of filing jointly with the Existing Members a statement on Schedule 13D, and any amendments thereto, with respect to the securities of the Company.
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 parties to the Agreement solely with respect to paragraphs 1 and 12 therein. |
2. 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.
[Signatures appear 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.
Dated: June 19, 2018
/s/ Xxxxxx Xxxxxxxxxxx | |
XXXXXX XXXXXXXXXXX Individually and as attorney-in-fact for Xxxx Xxxxx Xxxxxx, Xxxxx X. XxXxxxx and Xxxxxxx XxXxxx |
FELDENKREIS FAMILY FOUNDATION, INC. | |||
By: |
/s/ Xxxxxx Xxxxxxxxxxx | ||
Name: | Xxxxxx Xxxxxxxxxxx | ||
Title: | President and Director |
/s/ Xxxxx Xxxxxxxxxxx | |
XXXXX XXXXXXXXXXX |
/s/ Xxxxx Xxxxxx | |
XXXXX XXXXXX |
Feldenkreis Holdings LLC | |||
By: |
/s/ Xxxxxx Xxxxxxxxxxx | ||
Name: | Xxxxxx Xxxxxxxxxxx | ||
Title: | Sole Member |
GF MERGER SUB, INC. | |||
By: |
/s/ Xxxxxx Xxxxxxxxxxx | ||
Name: | Xxxxxx Xxxxxxxxxxx | ||
Title: | Chief Executive Officer & President |