JOINT FILING AGREEMENT
JOINT FILING AGREEMENT, dated as of
March 27, 2009 by and between the persons listed on the signature pages
hereto.
WHEREAS, each of the parties hereto
beneficially owns shares of common stock, par value $0.001 (the "Shares"), of
Medical Action Industries, Inc., a Delaware corporation ("MDCI");
and
WHEREAS, the parties hereto constitute
a “group” with respect to the beneficial ownership of the Shares for purposes of
Rule 13d-1 and Schedule 13D promulgated by the Securities and Exchange
Commission (the “SEC”).
NOW, THEREFORE, the parties hereto
hereby agree as follows:
1. The
parties hereto shall prepare a statement containing the information required by
Schedule 13D with respect to their respective interests in the Shares (the
“Schedule 13D”) and any necessary amendments thereto. Each party
hereto shall be responsible for the completeness and accuracy of the information
concerning him, her or it contained therein, but shall not be responsible for
the completeness or accuracy of the information concerning any other party
contained therein, except to the extent that he, she or it knows or has reason
to believe that such information is inaccurate.
2. Xxxxxxxxx
X. Xxxxxxxx shall be designated as the person authorized to receive notices and
communications with respect to the Schedule 13D and any amendments
thereto.
3. Each
of the undersigned hereby constitutes and appoints Xxxxxx X. Xxxxx his, her or
its true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him, her or it and in his, her or its name, place and
stead, in any and all capacities, to sign the Schedule 13D and any and all
amendments thereto, and other documents in connection therewith, to be filed
with the SEC, granting unto said attorney-in-fact and agent all power and
authority to do and perform each and every act requisite and necessary to be
done, as fully to all intents and purposes as he or it might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
4. This
Agreement may be executed in counterparts, each of which taken together shall
constitute one and the same document.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
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/s/
Xxxxxxx X. Xxxxx
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Xxxxxxx
X. Xxxxx
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Xxxxxxx
Xxxxx – S Trust No. 2 Dtd
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2/15/1986,
Xxxxxxxxx X. Xxxxxxxx, Trustee
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By:
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/s/
Xxxxxxxxx X. Xxxxxxxx
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Name:
Xxxxxxxxx X. Xxxxxxxx
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Title:
Trustee
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/s/
Xxxxxxxxx X. Xxxxxxxx
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Xxxxxxxxx
X. Xxxxxxxx
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/s/
Xxxxxxx Xxxxx
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Xxxxxxx
Xxxxx
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Xxxx
Xxxxx Minors Trust Dated 5/15/2008,
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Xxxxxxxxx
X. Xxxxxxxx, Trustee
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By:
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/s/
Xxxxxxxxx X. Xxxxxxxx
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Name:
Xxxxxxxxx X. Xxxxxxxx
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Title:
Trustee
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/s/
Xxxxx X. Xxxxx
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Xxxxx
X. Xxxxx
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Xxxxxx
GST Trust Dtd 4/3/2003
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By:
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/s/
Xxxxxx X. Xxxxx
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Name:
Xxxxxx X. Xxxxx
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Title:
Co-Trustee
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/s/
Xxxxxx X. Xxxxx
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Xxxxxx
X. Xxxxx
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Medline
Industries, Inc.
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By:
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/s/
Xxxxxxx X. Xxxxx
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Name:
Xxxxxxx X. Xxxxx
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Title:
Chief Executive Officer
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2
APPENDIX
A
Executive Officers and
Directors of Medline Industries, Inc.
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Names
and Titles of Medline
Executive
Officers and Directors
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Principal
Occupation of Employment
and
Business of Principal Employer
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Business
or Residence
Address;
Citizenship
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Xxxxxxx
X. Xxxxx
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Chief
Executive Officer
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Xxx
Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000; United States
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Xxxxxx
X. Xxxxx
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President
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Xxx
Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000; United States
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Xxxxx
X. Xxxxxx
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Chief
Operating Officer and Secretary
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Xxx
Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000; United States
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Xxxxxxx
X. Abington
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President
of Operations
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Xxx
Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000; United States
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Xxxxx
X. Xxxxx
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Co-Chairman
of the Board
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Xxx
Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000; United States
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Xxxxxxxx
X. Xxxxx
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Co-Chairman
of the Board
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Xxx
Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000; United
States
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SCHEDULE
A
Purchases
and Sales of Shares Effected by the Reporting Persons
and
Other Executive Officers and/or Directors of
Medline
Industries, Inc. Within the Last 60 Days
Purchases
(Sales) of Shares effected by Xxxxxxx Xxxxx - S Trust No. 2 Dtd 2/15/1986,
Xxxxxxxxx X. Xxxxxxxx, Trustee, in the last 60 days:
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Date
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Number of Shares
Purchased (Sold)
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Price Per Share($)
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Aggregate
Price($)(1)
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1/30/09
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7,125
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8.8165
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62,817.563
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(1) Excludes
commissions and other execution-related costs.
Purchases
(Sales) of Shares effected by Xxxxx X. Xxxxx in the last 60 days:
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Date
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Number of Shares
Purchased (Sold)
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Price Per Share($)
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Aggregate
Price($)(1)
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2/10/09
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9,122
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7.92
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72,246.24
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2/11/09
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10,878
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7.74
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84,195.72
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2/18/09
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7,612
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6.99
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53,207.88
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(1) Excludes
commissions and other execution-related costs.
Purchases
(Sales) of Shares effected by Medline Industries, Inc. in the last 60
days:
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Date
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Number of Shares
Purchased (Sold)
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Price Per Share($)
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Aggregate
Price($)(1)
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3/2/09
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7,500
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6.44
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48,300.00
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3/3/09
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8,680
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6.32
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54,857.60
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3/4/09
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3,000
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6.19
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18,570.00
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3/5/09
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4,500
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6.15
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27,675.00
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3/6/09
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6,500
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5.93
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38,545.00
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3/9/09
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400
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5.67
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2,268.00
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3/9/09
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2,386
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5.61
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13,385.46
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3/9/09
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27,700
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5.77
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159,829.00
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3/10/09
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6,000
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6.02
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36,120.00
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3/10/09
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5,100
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6.08
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31,008.00
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3/11/09
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8,100
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6.03
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48,843.00
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3/11/09
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30,000
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5.94
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178,200.00
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3/12/09
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37,000
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6.13
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226,810.00
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3/13/09
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179,000
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6.56
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1,174,240.00
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3/23/09
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575,000
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6.04
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3,473,000.00
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(1) Excludes
commissions and other execution-related costs.
All
purchases listed on this Schedule A were made in the open market.
