AMENDMENT NO. 1 TO AGREEMENTAmendment to Agreement • September 28th, 2009 • Desert Equity LP • Semiconductors & related devices
THIS AMENDMENT No. 1, dated as of August 13, 2009 (“Amendment No. 1”), to the Agreement dated February 4, 2009 (the “Agreement”), by and among White Electronic Designs Corporation, an Indiana corporation (“WEDC”), Wynnefield Partners Small Cap Value, L.P. (and its affiliates) (“Wynnefield Partners”), Caiman Partners, L.P. (and its affiliates) (“Caiman Partners), Kahn Capital Management LLC (“Kahn Partners”) and, solely with respect to Section 8(b) of the Agreement in each of their respective capacities as shareholders, Jack A. Henry, Paul D. Quadros, Thomas M. Reahard, Thomas J. Toy and Edward A. White (the “Other Parties”). For purposes of this Amendment No. 1, other than as set forth in Section 3.1 hereof, Wynnefield Partners and the Other Parties are merely signatories, acknowledging, approving and affirming this Amendment No. 1 and shall not be deemed to take on further obligations as a result of this Amendment No. 1. From time to time in this Amendment No. 1, the signatories heret
AGREEMENTShareholder Agreement • September 28th, 2009 • Desert Equity LP • Semiconductors & related devices • Indiana
THIS AGREEMENT (“Agreement”), dated as of February 4, 2009, is made by and among White Electronic Designs Corporation, an Indiana corporation (“WEDC”), Wynnefield Partners Small Cap Value, L.P. (and its affiliates) (“Wynnefield Partners”), Caiman Partners, L.P. (and its affiliates), Kahn Capital Management LLC (“Kahn Partners”) (“Kahn Partners”, “Caiman Partners” with Wynnefield Partners, each a “Shareholder Party” and collectively, the “Shareholder Parties”) and, solely with respect to Section 8(b) of this Agreement in each of their respective capacities as shareholders, Jack A. Henry, Paul D. Quadros, Thomas M. Reahard, Thomas J. Toy and Edward A. White. From time to time in this Agreement, WEDC, the Shareholder Parties and the individuals specified in the immediately preceding sentence are referred to individually as a “Party” and together as the “Parties.”
Form of Rule 10b5-1 Purchase PlanRule 10b5-1 Purchase Plan • September 28th, 2009 • Desert Equity LP • Semiconductors & related devices
JOINT FILING AGREEMENTJoint Filing Agreement • September 28th, 2009 • Desert Equity LP • Semiconductors & related devices
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned hereby agrees that (i) a statement on Schedule 13D with respect to the common stock, $0.10 stated value per share (“Common Stock”), of White Electronic Designs Corporation, an Indiana corporation (the “Company”) (including amendments thereto) filed herewith shall be filed on behalf of each of the undersigned, and (ii) this Joint Filing Agreement shall be included as an exhibit to such joint filing, provided that, as provided by Section 13d-1(k)(ii) of the Exchange Act, no person shall be responsible for the completeness and accuracy of the information concerning the other person making the filing unless such person knows or has reason to believe such information is inaccurate.
