Joint Filing and Solicitation Agreement Sample Contracts

AMENDMENT NO. 1 TO
Joint Filing and Solicitation Agreement • November 8th, 2007 • Ramius Capital Group LLC • Plastic materials, synth resins & nonvulcan elastomers
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AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • June 27th, 2013 • Starboard Value LP • Retail-miscellaneous shopping goods stores

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Office Depot, Inc., a Delaware corporation (the “Company”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • September 22nd, 2009 • Western Investment LLC

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Nuveen Insured Florida Tax-Free Advantage Municipal Fund, a Massachusetts Business Trust (the “Fund”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • July 5th, 2016 • Western Investment LLC

WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Advent/Claymore Enhanced Growth & Income Fund, a Delaware business trust (the “Fund”);

Joint Filing and Solicitation Agreement
Joint Filing and Solicitation Agreement • May 19th, 2023 • Gold Lewis • Services-offices & clinics of doctors of medicine

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Cano Health, Inc., a Delaware corporation (the “Company”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • November 3rd, 2020 • Saba Capital Management, L.P. • New York

WHEREAS, certain of the funds and accounts managed by Saba Capital Management, L.P. are shareholders, direct or beneficial, of Eaton Vance Floating-Rate Income Trust, a Massachusetts business trust (the “Fund”);

Amended and Restated Joint Filing and Solicitation Agreement
Joint Filing and Solicitation Agreement • October 6th, 2020 • Karpus Management, Inc.

This Amended and Restated Joint Filing and Solicitation Agreement is dated as of October 6, 2020 (this “Agreement”), and is entered into by and among the parties listed on the signature pages hereto.

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • April 3rd, 2018 • Philotimo Fund, LP • Secondary smelting & refining of nonferrous metals • New York

This Agreement (this “Agreement”) is made and entered into as of April 2, 2018, by and among (i) Philotimo Fund, LP, Kanen Wealth Management, LLC, and David L. Kanen (collectively, the “Kanen Group”), (ii) Anthony Ambrose, (iii) Alan B. Howe (iv) PADNOS (v) Jeffrey S. Padnos and (vi) S. Shariq Yosufzai (each a “Party” to this Agreement, and collectively, the “Parties” or the “Group”).

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • March 2nd, 2010 • Oak Street Capital Management, LLC • Retail-eating places

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Denny’s Corporation, a Delaware Corporation (the “Company”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • March 13th, 2020 • Engine Capital, L.P. • Pharmaceutical preparations • New York

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of CymaBay Therapeutics, Inc., a Delaware corporation (the “Company”);

AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • July 7th, 2020 • Alta Fox Opportunities Fund, LP • Services-business services, nec • New York

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Collectors Universe, Inc., a Delaware corporation (the “Company”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • April 14th, 2009 • Western Investment LLC

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Neuberger Berman New York Intermediate Municipal Fund Inc., a Maryland corporation (the “Fund”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • March 3rd, 2015 • Philadelphia Financial Management of San Francisco, LLC • Security brokers, dealers & flotation companies

This Agreement (this “Agreement”) is made and entered into as of March 2, 2015, by and among (1) Philadelphia Financial Management of San Francisco, LLC, Boathouse Row I, L.P., Boathouse Row II, L.P., Boathouse Row Offshore Ltd., OC 532 Offshore Ltd., Justin Hughes and Jordan Hymowitz (collectively, “PFM”) and (2) Voce Capital LLC, Voce Capital Management LLC and J. Daniel Plants (collectively, “Voce” and with PFM, each a “Party” to this Agreement, and together, the “Parties” or the “Group”).

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • February 26th, 2010 • Western Investment LLC

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of DWS RREEF World Real Estate & Tactical Strategies Fund, Inc., a Maryland corporation (the “Fund”);

AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • January 16th, 2018 • Digirad Corp • Electromedical & electrotherapeutic apparatus

WHEREAS, certain of the parties hereto are stockholders, direct or beneficial, of Aviragen Therapeutics, Inc., a Delaware corporation (the “Company”);

AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • October 10th, 2008 • Ramius LLC • Wholesale-electronic parts & equipment, nec

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Agilysys, Inc., an Ohio corporation (the “Company”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • June 1st, 2022 • AB Value Management LLC • Sugar & confectionery products • New York

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Rocky Mountain Chocolate Factory, Inc., a Delaware corporation (the “Company”); and

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • February 16th, 2016 • Karpus Management, Inc.

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of The Zweig Total Return Fund, Inc., a Maryland corporation (the “Company”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • April 26th, 2019 • Waterton Mining Parallel Fund Offshore Master, Lp • Metal mining

WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Hudbay Minerals Inc., a Canada corporation (the “Company”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • August 11th, 2023 • Radoff Bradley Louis • Pharmaceutical preparations

This Agreement (this “Agreement”) is made and entered into as of August 9, 2023 by and among (i) Bradley L. Radoff and The Radoff Family Foundation (collectively, “Radoff”), (ii) Dayton Judd, Sudbury Capital Fund, LP, Sudbury Holdings, LLC, Sudbury Capital GP, LP and Sudbury Capital Management, LLC (collectively, “Sudbury”) and (iii) Michael Lohner (together with Radoff and Sudbury, each a “Party” and collectively, the “Parties” or the “Group”).

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • May 11th, 2018 • Morris Ryan J. • Surgical & medical instruments & apparatus

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of InfuSystem Holdings, Inc., a Delaware corporation (the “Company”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • May 13th, 2014 • Starboard Value LP • Computer storage devices

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Quantum Corporation, a Delaware corporation (the “Company”);

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AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • April 2nd, 2020 • Starboard Value LP • Chemicals & allied products

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of GCP Applied Technologies Inc., a Delaware corporation (the “Company”);

Joint Filing and Solicitation Agreement
Joint Filing and Solicitation Agreement • September 18th, 2020 • Karpus Management, Inc.

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Duff & Phelps Utility and Corporate Bond Trust Inc., a Maryland corporation (the “Company”);

AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • July 20th, 2021 • Starboard Value LP • Services-prepackaged software

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Box, Inc., a Delaware corporation (the “Company”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • January 31st, 2008 • Steel Partners Ii Lp • Fabricated rubber products, nec

WHEREAS, Steel Partners II, L.P., a Delaware limited partnership (“Steel”), Steel Partners II GP LLC, a Delaware limited liability company, Steel Partners II Master Fund L.P., a Cayman Islands exempted limited partnership, Steel Partners LLC, a Delaware limited liability company, Warren G. Lichtenstein, James R. Henderson, Gerald R. Dinkel, Martin Turchin, James H. Perry and Thomas A. Corcoran wish to form a group for the purpose of soliciting proxies or written consents to elect Warren G. Lichtenstein, James R. Henderson, Gerald R. Dinkel, Martin Turchin, James H. Perry and Thomas A. Corcoran, or any other person designated by the undersigned, as directors of GenCorp and taking all other action necessary or advisable to achieve the foregoing.

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • February 1st, 2022 • Steel Partners Holdings L.P. • Miscellaneous primary metal products

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Aerojet Rocketdyne Holdings, Inc., a Delaware corporation (the “Company”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • October 26th, 2015 • Lone Star Value Management LLC • Services-computer programming, data processing, etc.

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, Edgewater Technology, Inc., a Delaware corporation (the “Company”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • August 5th, 2020 • Couchman Jonathan • Biological products, (no disgnostic substances) • New York

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Enzon Pharmaceuticals, Inc., a Delaware corporation (the “Company”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • March 28th, 2016 • Meson Capital Partners LLC • Pharmaceutical preparations

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Diadexus, Inc., a Delaware corporation (the “Company”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • July 31st, 2018 • Eror Steven C • Surgical & medical instruments & apparatus

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, ProLung, Inc., a Delaware corporation (the “Company”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • September 19th, 2022 • JCP Investment Management, LLC • Miscellaneous food preparations & kindred products • New York

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Farmer Bros. Co., a Delaware corporation (the “Company”); and

AMENDED AND RESTATED JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • April 14th, 2016 • Krensavage Asset Management, LLC • Orthopedic, prosthetic & surgical appliances & supplies

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of RTI Surgical, Inc., a Delaware corporation (the “Company”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • April 26th, 2012 • S.A.V.E. Partners IV, LLC • Calculating & accounting machines (no electronic computers)

WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of USA Technologies, Inc., a Pennsylvania corporation (the “Company”);

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • May 21st, 2013 • Vortex Capital LTD • Gold and silver ores

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Pan American Goldfields Ltd., a Delaware corporation (the “Company”);

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