JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • April 16th, 2015 • Maguire Asset Management, LLC • Services-computer processing & data preparation
This Agreement (this “Agreement”) is made and entered into as of April 16, 2015, by and among (1) Catalysis Partners, LLC (“Catalysis Partners”), a Delaware limited liability company, Catalysis Offshore Ltd. (“Catalysis Offshore”), a Cayman Islands exempted company, Francis Capital Management, LLC (“Francis Management”), a California limited liability company, and John P. Francis (“Mr. Francis” and, collectively with Catalysis Partners, Catalysis Offshore and Francis Management, “Francis Capital”), (2) Foxhill Opportunity Fund, L.P. (“Foxhill Fund”), a Delaware limited partnership, Foxhill Capital (GP), LLC (“Foxhill Capital GP”), a Delaware limited liability company, Foxhill Capital Partners, LLC (“Foxhill Partners”), a Delaware limited liability company, and Neil Weiner (“Mr. Weiner” and, collectively with Foxhill Fund, Foxhill Capital GP and Foxhill Partners, “Foxhill”), (3) Maguire Financial, LP (“Maguire FLP”), a Delaware limited partnership, Maguire Asset Management, LLC (“Maguir
