GROUP AGREEMENTGroup Agreement • November 4th, 2013 • Clinton Group Inc • Retail-catalog & mail-order houses • New York
Contract Type FiledNovember 4th, 2013 Company Industry JurisdictionThis GROUP AGREEMENT is made as of November 1, 2013 (the "Agreement"), by and among (i) Cannell Capital LLC, Tristan Offshore Fund, Ltd., Tristan Partners, L.P., Cuttyhunk II Fund LLC, Tonga Partners, L.P. and J. Carlo Cannell (collectively, the "Cannell Parties") and (ii) Clinton Spotlight Master Fund, L.P., Clinton Magnolia Master Fund, Ltd., Clinton Relational Opportunity Master Fund, L.P., Clinton Relational Opportunity, LLC, GEH Capital, Inc., Channel Commerce Partners, L.P., Clinton Group Inc. and George E. Hall (collectively, the "Clinton Parties" and together with the Cannell Parties, the "Group" and individually "Group Members").
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • November 4th, 2013 • Clinton Group Inc • Retail-catalog & mail-order houses
Contract Type FiledNovember 4th, 2013 Company IndustryThe undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.