JOINT FILING AND SOLICITATION AGREEMENT JOINDER AGREEMENT

Exhibit 99.1

JOINT FILING AND SOLICITATION AGREEMENT

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 (collectively, the “Hummingbird Entities”), North & Xxxxxxx, LLC, North & Xxxxxxx Value Opportunities Fund, LP, North & Xxxxxxx Fund II, LP, Xxxxxx X. Kidston (collectively, the “North & Xxxxxxx Entities”), Deep Xxxxx Partners LP, Deep Xxxxx Partners QP, LP, and Xxxx Xxxxxx (collectively, the “Deep Xxxxx Entities”) entered into a Joinder Agreement on July 10, 2008 (the “July 10 Joinder Agreement”), to the Joint Filing and Solicitation Agreement dated March 13, 2008, for the purpose of seeking representation on the Board of Directors (the “Solicitation”) of SED International Holdings, Inc., a Georgia corporation (the “Company”);

WHEREAS, Xxxxx X. Xxxx (“Xx. Xxxx”) wishes to join the Group (as defined effective with the July 10 Joinder Agreement).

WHEREAS, X.X. Xxxx III (“Xx. Xxxx”) wishes to join the Group (as defined effective with the July 10 Joinder Agreement).

NOW, IT IS AGREED, this 12th day of August 2008 by the parties hereto:

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, Xx. Xxxx agrees to the joint filing on his behalf of statements on Schedule 13D with respect to the securities of the Company to the extent required under applicable securities laws.  Xx. Xxxx agrees to be bound by the other terms of the Joint Filing and Solicitation Agreement (a copy of which is attached hereto), the terms of which are incorporated herein and made a part hereof.

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, Xx. Xxxx agrees to the joint filing on his behalf of statements on Schedule 13D with respect to the securities of the Company to the extent required under applicable securities laws.  Xx. Xxxx agrees to be bound by the other terms of the Joint Filing and Solicitation Agreement (a copy of which is attached hereto), the terms of which are incorporated herein and made a part hereof.

Section 3 of the Joint Filing and Solicitation agreement is hereby amended and restated to read as follows:

3.           The North & Xxxxxxx Entities, the Hummingbird Entities, the Deep Xxxxx Entities and Xx. Xxxx (collectively, the “Parties”), shall have the right to pre-approve all expenses in excess of $500.00 incurred in connection with the Group’s activities and agree to pay directly all such expenses on a pro rata basis among the Parties based on the number of Shares in the aggregate beneficially owned by each of the Parties on the date hereof.  In addition to the other expenses to be shared by the Parties pursuant to this Section 3, the reasonable legal fees and expenses of each member of the Group incurred in connection with the Solicitation shall be considered a Group expense.

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.
	By:	Hummingbird Capital, LLC
	By:	/s/ Xxxx X. Xxxxxx
		Name:	Xxxx X. Xxxxxx
		Title:	Managing Member

	HUMMINGBIRD MICROCAP VALUE FUND, L.P.
	By:	Hummingbird Capital, LLC
	By:	/s/ Xxxx X. Xxxxxx
		Name:	Xxxx X. Xxxxxx
		Title:	Managing Member

	TARSIER NANOCAP VALUE FUND, L.P.
	By:	Hummingbird Capital, LLC
	By:	/s/ Xxxx X. Xxxxxx
		Name:	Xxxx X. Xxxxxx
		Title:	Managing Member

	HUMMINGBIRD MANAGEMENT, LLC
	By:	/s/ Xxxx X. Xxxxxx
		Name:	Xxxx X. Xxxxxx
		Title:	Managing Member

/s/ Xxxx X. Xxxxxx

Xxxx X. Xxxxxx

	NORTH & XXXXXXX VALUE OPPORTUNITIES FUND, LP
	By:	North & Xxxxxxx, LLC,
		its General Partner
	By:	/s/ Xxxxxx X. Kidston
		Name:	Xxxxxx X. Kidston
		Title:	Managing Member

	NORTH & XXXXXXX FUND II, LP
	By:	North & Xxxxxxx, LLC,
		its General Partner
	By:	/s/ Xxxxxx X. Kidston
		Name:	Xxxxxx X. Kidston
		Title:	Managing Member

	NORTH & XXXXXXX, LLC
	By:	/s/ Xxxxxx X. Kidston
		Name:	Xxxxxx X. Kidston
		Title:	Managing Member

/s/ Xxxxxx X. Kidston

Xxxxxx X. Kidston

	DEEP XXXXX PARTNERS LP
	By:	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	Managing Partner

	DEEP XXXXX PARTNERS QP, LP
	By:	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	Managing Partner

/s/ Xxxx Xxxxxx

Xxxx Xxxxxx

/s/ Xxxxx X. Xxxx

Xxxxx X. Xxxx

/s/ X.X. Xxxx III

X.X. Xxxx III