JOINT FILING AND SOLICITATION AGREEMENT JOINDER AGREEMENT
Exhibit 99.1
JOINDER
AGREEMENT
WHEREAS,
Hummingbird Management, LLC, Hummingbird Value Fund, L.P., Hummingbird Microcap
Value Fund, L.P., Tarsier Nanocap Value Fund, L.P., Hummingbird Capital, LLC,
Xxxx X. Xxxxxx, North & Xxxxxxx, LLC, North & Xxxxxxx Value
Opportunities Fund, LP, Xxxxxx X. Kidston, Deep Xxxxx Partners LP, Deep Xxxxx
Partners QP, LP, and Xxxx Xxxxxx entered into a Joint Filing and Solicitation
Agreement on March 13, 2008 (the “Agreement”) for the purpose of seeking
representation on the Board of Directors of SED International Holdings, Inc., a
Georgia corporation (the “Company”);
WHEREAS,
North & Xxxxxxx Fund II, LP (the “New Member) wishes to join the Group (as
defined in the Agreement).
NOW, IT
IS AGREED, this 10th day of July 2008 by the parties hereto:
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934,
as amended, the New Member agrees to the joint filing on behalf of it of
statements on Schedule 13D with respect to the securities of the Company to the
extent required under applicable securities laws. The New Member
agrees to be bound by the other terms of the Agreement (a copy of which is
attached hereto), the terms of which are incorporated herein and made a part
hereof.
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.
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as
of the day and year first above written.
HUMMINGBIRD
VALUE FUND, L.P.
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By:
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Hummingbird
Capital, LLC
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By:
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/s/
Xxxx X. Xxxxxx
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Name:
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Xxxx
X. Xxxxxx
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Title:
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Managing
Member
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HUMMINGBIRD
MICROCAP VALUE FUND, L.P.
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By:
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Hummingbird
Capital, LLC
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By:
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/s/
Xxxx X. Xxxxxx
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Name:
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Xxxx
X. Xxxxxx
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Title:
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Managing
Member
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TARSIER
NANOCAP VALUE FUND, L.P.
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By:
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Hummingbird
Capital, LLC
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By:
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/s/
Xxxx X. Xxxxxx
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Name:
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Xxxx
X. Xxxxxx
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Title:
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Managing
Member
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HUMMINGBIRD
MANAGEMENT, LLC
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By:
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/s/
Xxxx X. Xxxxxx
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Name:
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Xxxx
X. Xxxxxx
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Title:
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Managing
Member
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/s/
Xxxx X. Xxxxxx
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Xxxx
X. Xxxxxx
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NORTH
& XXXXXXX VALUE OPPORTUNITIES FUND, LP
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By:
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North
& Xxxxxxx, LLC,
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its
General Partner
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By:
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/s/
Xxxxxx X. Kidston
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Name:
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Xxxxxx
X. Kidston
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Title:
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Managing
Member
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NORTH
& XXXXXXX FUND II, LP
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By:
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North
& Xxxxxxx, LLC,
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its
General Partner
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By:
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/s/
Xxxxxx X. Kidston
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Name:
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Xxxxxx
X. Kidston
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Title:
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Managing
Member
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NORTH
& XXXXXXX, LLC
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By:
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/s/
Xxxxxx X. Kidston
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Name:
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Xxxxxx
X. Kidston
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Title:
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Managing
Member
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/s/
Xxxxxx X. Kidston
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Xxxxxx
X. Kidston
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DEEP
XXXXX PARTNERS LP
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By:
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/s/
Xxxx Xxxxxx
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Name:
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Xxxx
Xxxxxx
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Title:
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Managing
Partner
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DEEP
XXXXX PARTNERS QP, LP
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By:
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/s/
Xxxx Xxxxxx
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Name:
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Xxxx
Xxxxxx
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Title:
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Managing
Partner
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/s/
Xxxx Xxxxxx
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Xxxx
Xxxxxx
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