JOINT FILING AGREEMENT
EXHIBIT 11
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of the Issuer and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.
Date: November 7, 2016
| XXXXXXXX ACTIVIST FUND, L.P. | |||
| By: | XXXXXXXX VALUE LLC | ||
| General Partner | |||
| /s/ Xxxxx Xxxxxx | |||
| By: | Xxxxx Xxxxxx | ||
| Member | |||
| XXXXXXXX ACTIVIST INVESTMENTS, L.P. | |||
| By: | XXXXXXXX VALUE LLC | ||
| General Partner | |||
| /s/ Xxxxx Xxxxxx | |||
| By: | Xxxxx Xxxxxx | ||
| Member | |||
| XXXXXXXX ASSOCIATES, L.P. | |||
| By: | XXXXXXXX VALUE LLC | ||
| General Partner | |||
| /s/ Xxxxx Xxxxxx | |||
| By: | Xxxxx Xxxxxx | ||
| Member | |||
| XXXXXXXX PARTNERS, L.P. | |||
| By: | XXXXXXXX VALUE LLC | ||
| General Partner | |||
| /s/ Xxxxx Xxxxxx | |||
| By: | Xxxxx Xxxxxx | ||
| Member | |||
| XXXXXXXX VALUE LLC | |||
| /s/ Xxxxx Xxxxxx | |||
| By: | Xxxxx Xxxxxx | ||
| Member | |||
| XXXXXX XXXXXXXX | |||
| /s/ Xxxxxx Xxxxxxxx* | |||
| Xxxxxx Xxxxxxxx | |||
| */s/ Xxxxx Xxxxxx | |
| Xxxxx Xxxxxx | |
| Attorney-In-Fact |
SCHEDULE A
On March 16, 2015, Xxxxxxxx Value LLC and Xxxxxx Xxxxxxxx consented to the entry of an administrative SEC order (the “Order”) that, among other things, (1) alleged violations of Sections 206(2), 206(4) and 207 of the Investment Advisers Act of 1940 and Rules 206(4)-7 and 206(4)-8 promulgated thereunder for failing to adequately disclose certain conflicts of interest presented by inter-fund loans between certain private investment partnerships managed by Xxxxxxxx Value LLC and/or Xxxxxx Xxxxxxxx, (2) required Xxxxxxxx Value LLC and Xxxxxx Xxxxxxxx to cease and desist from committing future violations of the provisions charged, (3) censured Xxxxxxxx Value LLC, (4) for a period of twelve months from entry of the Order, suspended Xxxxxx Xxxxxxxx from association with any broker, dealer, investment adviser, municipal securities dealer, municipal advisor, transfer agent, or nationally recognized statistical rating organization, (5) imposed upon Xxxxxxxx Value LLC the obligation to (i) repay $193,356 in management fees (plus prejudgment interest of $45,801), (ii) pay a $250,000 civil money penalty, (6) imposed a $100,000 civil money penalty upon Xxxxxx Xxxxxxxx, and (7) required Xxxxxxxx Value LLC to retain an independent monitor for three years to review and assess, on an on-going basis, the adequacy of certain policies, procedures, controls, and disclosures. No investor suffered monetary loss from the alleged conduct. All of the penalty and repayment obligations in the Order have been fully discharged.
