JOINDER AGREEMENT
Exhibit 99.1
This JOINDER AGREEMENT (the “Joinder”) is dated as of April 9, 2015 by and among Legion Partners, L.P. I, Legion Partners Special Opportunities, L.P. I, Legion Partners, LLC, Legion Partners Asset Management, LLC, Legion Partners Holdings, LLC, Xxxxxxxxxxx X. Xxxxx, Xxxxxxx X. Xxxx, Xxxxxxx Xxxxx and California State Teachers’ Retirement System (collectively, the “Existing Members”) and Legion Partners, X.X. XX (collectively, the “New Member”).
WHEREAS, the Existing Members are parties to that certain Joint Filing Agreement dated as of July 16, 2014 (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 joint filing on behalf of each of them of statements on Schedule 13D with respect to shares of Common Stock, $0.01 par value per share, of Xxxxx Xxxxx International, Inc.
WHEREAS, the New Member desires to join the group formed by the Existing Members.
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 Member is joined as parties to the Agreement.
2. The New Member agrees to be bound by the terms of the Agreement, including the obligations of a member of the Group (as defined in the Agreement), 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 Agreement to be executed as of the day and year first above written.
Legion Partners, L.P. I
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By:
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/s/ Xxxxxxxxxxx X. Xxxxx
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Name:
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Xxxxxxxxxxx X. Xxxxx
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Title:
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Managing Director
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Legion Partners Special Opportunities, L.P. I
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By:
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Legion Partners Asset Management, LLC
Investment Advisor
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By:
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/s/ Xxxxxxxxxxx X. Xxxxx
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Name:
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Xxxxxxxxxxx X. Xxxxx
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Title:
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Managing Director
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Legion Partners, X.X. XX
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By:
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/s/ Xxxxxxxxxxx X. Xxxxx
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Name:
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Xxxxxxxxxxx X. Xxxxx
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Title:
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Managing Director
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Legion Partners, LLC
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By:
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Legion Partners Holdings, LLC
Managing Member
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By:
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/s/ Xxxxxxxxxxx X. Xxxxx
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Name:
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Xxxxxxxxxxx X. Xxxxx
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Title:
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Managing Member
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By:
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/s/ Xxxxxxxxxxx X. Xxxxx
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Name:
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Xxxxxxxxxxx X. Xxxxx
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Title:
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Managing Director
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Legion Partners Holdings, LLC
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By:
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/s/ Xxxxxxxxxxx X. Xxxxx
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Name:
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Xxxxxxxxxxx X. Xxxxx
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Title:
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Managing Member
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/s/ Xxxxxxxxxxx X. Xxxxx
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Xxxxxxxxxxx X. Xxxxx
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/s/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
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/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
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California State Teachers’ Retirement System
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By:
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/s/ Xxxxxxx Xx Xxxxx
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Name:
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Xxxxxxx Xx Xxxxx
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Title:
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Investment Officer
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