AMENDMENT NO. 1 TO JOINT FILING AND SOLICITATION AGREEMENT
Exhibit 99.1
AMENDMENT NO. 1 TO
WHEREAS, Privet Fund LP (“Privet Fund”), Privet Fund Management LLC (“Privet Management”), Xxxx Xxxxxxxx (“Xxxxxxxx”), Xxx Xxxxxxxxxx (“Xxxxxxxxxx” and, together with Xxxxxxxx, Privet Management and Privet Fund, the “Privet Parties”), Xxxx Xxxxxx (“Xxxxxx”), and Xxxxx Xxxxxx (acting on his own behalf and on behalf of the following entities (together with Xx. Xxxxxx, the “JCP Parties”) that are controlled by Xx. Xxxxxx: JCP Investment Partnership, LP, JCP Investment Partners, LP, JCP Investment Holdings, LLC, and JCP Investment Management, LLC) entered into a Joint Filing and Solicitation Agreement on February 3, 2012 (the “Agreement”); and
WHEREAS, each of the JCP Parties now wishes to be removed as a party to the Agreement.
NOW, IT IS AGREED, this 3rd day of May 2012 by the parties hereto:
1. Each of the JCP Parties is hereby removed as a party to the Agreement and as a member of “The Committee to Strengthen X. Xxxxxxxxx’x” and his or its respective obligations under the Agreement, including any arrangement relating to the sharing of expenses incurred by the Committee after the date hereof, are hereby terminated effective immediately.
2. Each of the remaining parties to the Agreement shall continue to be bound by the terms of the Agreement, the terms of which are incorporated herein and made a part hereof.
3. 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 Amendment No. 1 to Joint Filing and Solicitation Agreement to be executed as of the day and year first above written.
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By:
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Privet Fund Management LLC,
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Managing Partner
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By:
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/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
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Title: Managing Member
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PRIVET FUND MANAGEMENT LLC
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By:
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/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
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Title: Managing Member
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/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
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/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
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/s/ Xxx Xxxxxxxxxx
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Xxx Xxxxxxxxxx
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JCP INVESTMENT PARTNERSHIP, LP
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By:
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JCP Investment Management, LLC
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Investment Manager
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By:
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/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Managing Member
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JCP INVESTMENT PARTNERS, LP
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By:
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JCP Investment Holdings, LLC
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General Partner
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By:
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/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Managing Member
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JCP INVESTMENT HOLDINGS, LLC
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By:
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/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Sole Member
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JCP INVESTMENT MANAGEMENT, LLC
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By:
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/s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
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Title: Managing Member
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/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
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