JOINDER AGREEMENT
Exhibit 99.1
This JOINDER AGREEMENT (the “Joinder”) is dated as of May 25, 2023, by and among Camac Fund, LP, Camac Partners, LLC, Camac Capital, LLC, Xxxx Xxxxxxxxx, Xxxxxxx X. Xxxxx and Xxxxx XxXxxxxx (collectively, the “Existing Members”), and XxXxxxxx Partnerships, LP, XxXxxxxx Capital GP, LLC, XxXxxxxx Capital Management, LP and XxXxxxxx Capital Management GP, LLC (collectively, the “New Members”).
WHEREAS, the Existing Members are parties to that certain Joint Filing and Solicitation Agreement, dated as of February 17, 2023 (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 (i) soliciting proxies for the election of certain persons nominated for election (including those nominated by Xxxxx (as defined in the Agreement)) to the Board of Directors of Forte Biosciences, Inc., a Delaware corporation (the “Company”), at the 2023 annual meeting of stockholders of the Company, (ii) taking such other actions as the parties deem advisable and (iii) taking all other action necessary or advisable to achieve the foregoing; and
WHEREAS, the New Members desire to join the Group (as defined in the Agreement) formed by the Existing Members and the Existing Members desire to admit the New Members to such Group.
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.
2. The New Members agree to be bound by the terms of the Agreement, including the obligations of a member of the Group, 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.
[Signatures appear on next page]
IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed as of the day and year first above written.
| CAMAC FUND, LP | |||
| By: |
Camac Capital, LLC its General Partner | ||
| By: |
/s/ Xxxx Xxxxxxxxx | ||
| Name: | Xxxx Xxxxxxxxx | ||
| Title: | Manager | ||
| CAMAC PARTNERS, LLC | |||
| By: |
Camac Capital, LLC its Managing Member | ||
| By: |
/s/ Xxxx Xxxxxxxxx | ||
| Name: | Xxxx Xxxxxxxxx | ||
| Title: | Manager | ||
| CAMAC CAPITAL, LLC | |||
| By: |
/s/ Xxxx Xxxxxxxxx | ||
| Name: | Xxxx Xxxxxxxxx | ||
| Title: | Manager | ||
|
/s/ Xxxx Xxxxxxxxx | |
| Xxxx Xxxxxxxxx | |
| Individually and as attorney-in-fact for Xxxxxxx X. Xxxxx |
| XXXXXXXX PARTNERSHIPS, LP | |||
| By: |
XxXxxxxx Capital GP, LLC its General Partner | ||
| By: |
/s/ Xxxxx XxXxxxxx | ||
| Name: | Xxxxx XxXxxxxx | ||
| Title: | Managing Member | ||
| XXXXXXXX CAPITAL GP, LLC | |||
| By: |
/s/ Xxxxx XxXxxxxx | ||
| Name: | Xxxxx XxXxxxxx | ||
| Title: | Managing Member | ||
| XXXXXXXX CAPITAL MANAGEMENT, LP | |||
| By: |
XxXxxxxx Capital Management GP, LLC its General Partner | ||
| By: |
/s/ Xxxxx XxXxxxxx | ||
| Name: | Xxxxx XxXxxxxx | ||
| Title: | Managing Member | ||
| XXXXXXXX CAPITAL MANAGEMENT GP, LLC | |||
| By: |
/s/ Xxxxx XxXxxxxx | ||
| Name: | Xxxxx XxXxxxxx | ||
| Title: | Managing Member | ||
|
/s/ Xxxxx XxXxxxxx | |
| Xxxxx XxXxxxxx |
