JOINDER AGREEMENT
Exhibit 99.1
This JOINDER AGREEMENT (the “Joinder”) is dated as of March 14, 2014 by and among Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company, Starboard Value and Opportunity S LLC, a Delaware limited liability company, Starboard Value and Opportunity C LP, a Delaware limited partnership, Starboard Leaders Delta LLC, a Delaware limited liability company, Starboard Value LP, a Delaware limited partnership, Starboard Value GP LLC, a Delaware limited liability company, Starboard Principal Co LP, a Delaware limited partnership, Starboard Principal Co GP LLC, a Delaware limited liability company, Starboard Leaders Fund LP, a Delaware limited partnership, Starboard Value A LP, a Delaware limited partnership, Starboard Value A GP LLC, a Delaware limited liability company, Starboard Value R LP, a Delaware limited partnership, Starboard Value R GP LLC, a Delaware limited liability company, Xxxxxxx X. Xxxxx, Xxxx X. Xxxxxxxx, Xxxxx X. Xxxx, Xxxxxxx X. Xxxx, Xxxxxxx X. Xxxxxxxx and Xxxxxx Xxxx (collectively, the “Existing Members”) and Xxxxx X. Xxxxxx (the “New Member”).
WHEREAS, the Existing Members are parties to that certain Joint Filing and Solicitation Agreement dated as of February 24, 2014 and Joinder Agreements thereto (collectively, 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 purposes of soliciting proxies or written consents to request that Xxxxxx Restaurants, Inc., a Florida corporation (the “Company”), call a special meeting of shareholders to approve the Proposals (as defined in the Agreement) and seeking approval of the Proposals at any special meeting called for such purpose, and for the purpose of taking all other action necessary or appropriate to achieve the foregoing; and
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 a party to the Agreement.
2. The New Member agrees to be bound by the terms of 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.
[Signature page 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.
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STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
its investment manager
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
its manager
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP
its general partner
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
its general partner
STARBOARD LEADERS DELTA LLC
By: Starboard Value A LP,
its managing member
STARBOARD LEADERS FUND LP
By: Starboard Value A LP
its general partner
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STARBOARD VALUE A LP
By: Starboard Value A GP LLC,
its general partner
By: Starboard Value GP LLC,
its general partner
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
its member
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
its general partner
STARBOARD PRINCIPAL CO GP LLC
STARBOARD VALUE A GP LLC
STARBOARD VALUE R GP LLC
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By:
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/s/ Xxxxxxx X. Xxxxx
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Name:
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Xxxxxxx X. Xxxxx
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Title:
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Authorized Signatory
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/s/ Xxxxxxx X. Xxxxx
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XXXXXXX X. XXXXX
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Individually and as attorney-in-fact for Xxxx X. Xxxxxxxx, Xxxxx X. Xxxx, Xxxxxxx X. Xxxx, Xxxxxxx X. Xxxxxxxx, Xxxxxx Xxxx and Xxxxx X. Xxxxxx
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