EX-9.1 2 ex991sc13da307176002_070808.htm JOINDER AGREEMENT ex991sc13da307176002_070808.htm
Exhibit 99.1
 
JOINT FILING AND SOLICITATION AGREEMENT
JOINDER AGREEMENT
 
WHEREAS, Hummingbird Management, LLC, Hummingbird Value Fund, L.P., Hummingbird Microcap Value Fund, L.P., Tarsier Nanocap Value Fund, L.P., Hummingbird Capital, LLC, Paul D. Sonkin, North & Webster, LLC, North & Webster Value Opportunities Fund, LP, Samuel A. Kidston, Deep Woods Partners LP, Deep Woods Partners QP, LP, and Todd Rosner entered into a Joint Filing and Solicitation Agreement on March 13, 2008 (the “Agreement”) for the purpose of seeking representation on the Board of Directors of SED International Holdings, Inc., a Georgia corporation (the “Company”);
 
WHEREAS, North & Webster Fund II, LP (the “New Member) wishes to join the Group (as defined in the Agreement).
 
NOW, IT IS AGREED, this 10th day of July 2008 by the parties hereto:
 
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the New Member agrees to the joint filing on behalf of it of statements on Schedule 13D with respect to the securities of the Company to the extent required under applicable securities laws.  The New Member agrees to be bound by the other terms of the Agreement (a copy of which is attached hereto), the terms of which are incorporated herein and made a part hereof.
 
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
 
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
 
 
HUMMINGBIRD VALUE FUND, L.P.
   
 
By:
Hummingbird Capital, LLC
     
 
By:
/s/ Paul D. Sonkin
   
Name:
Paul D. Sonkin
   
Title:
Managing Member

 
HUMMINGBIRD MICROCAP VALUE FUND, L.P.
   
 
By:
Hummingbird Capital, LLC
     
 
By:
/s/ Paul D. Sonkin
   
Name:
Paul D. Sonkin
   
Title:
Managing Member
 
 
 
 

 

 
 
TARSIER NANOCAP VALUE FUND, L.P.
   
 
By:
Hummingbird Capital, LLC
     
 
By:
/s/ Paul D. Sonkin
   
Name:
Paul D. Sonkin
   
Title:
Managing Member

 
HUMMINGBIRD MANAGEMENT, LLC
   
 
By:
/s/ Paul D. Sonkin
   
Name:
Paul D. Sonkin
   
Title:
Managing Member

 
/s/ Paul D. Sonkin
 
Paul D. Sonkin

 
NORTH & WEBSTER VALUE OPPORTUNITIES FUND, LP
   
 
By:
North & Webster, LLC,
   
its General Partner
     
 
By:
/s/ Samuel A. Kidston
   
Name:
Samuel A. Kidston
   
Title:
Managing Member

 
NORTH & WEBSTER FUND II, LP
   
 
By:
North & Webster, LLC,
   
its General Partner
     
 
By:
/s/ Samuel A. Kidston
   
Name:
Samuel A. Kidston
   
Title:
Managing Member

 
NORTH & WEBSTER, LLC
   
 
By:
/s/ Samuel A. Kidston
   
Name:
Samuel A. Kidston
   
Title:
Managing Member

 
/s/ Samuel A. Kidston
 
Samuel A. Kidston
 
 
 
 

 

 
 
DEEP WOODS PARTNERS LP
   
 
By:
/s/ Todd Rosner
   
Name:
Todd Rosner
   
Title:
Managing Partner

 
DEEP WOODS PARTNERS QP, LP
   
 
By:
/s/ Todd Rosner
   
Name:
Todd Rosner
   
Title:
Managing Partner

 
/s/ Todd Rosner
 
Todd Rosner