Joinder Agreement
This JOINDER AGREEMENT (the “Joinder”) is dated as of March 19, 2014 by and among PW Partners Atlas Fund II LP, PW Partners Atlas Fund LP, PW Partners Master Fund LP, PW Partners Atlas Funds, LLC, PW Partners, LLC, PW Partners Capital Management LLC, Patrick Walsh, Jeffrey C. Neal, Luxor Capital Partners, LP, Luxor Wavefront, LP, Luxor Capital Partners Offshore Master Fund, LP, Luxor Capital Partners Offshore, Ltd., Luxor Spectrum Offshore Master Fund, LP, Luxor Spectrum Offshore, Ltd., LCG Holdings, LLC, Luxor Capital Group, LP, Luxor Management, LLC, Christian Leone, Jason G. Bernzweig, Mark A. McEachen and Emanuel R. Pearlman (collectively, the “Existing Members”) and Zelman Capital, LLC, Zelman Capital, LP and David S. Zelman (collectively, the “New Members”).
WHEREAS, the Existing Members are parties to that certain Joint Filing and Solicitation Agreement dated as of February 28, 2014 (the “Agreement”), pursuant to which the Existing Members formed a “group” (as contemplated by Section 13(d) of the Securities Exchange Act of 1934, as amended) for the purpose of seeking representation on the Board of Directors of BJ’s Restaurants, Inc. (the “Company”) at the 2014 annual meeting of stockholders of the Company and for the purpose of taking all other action necessary to achieve the foregoing; and
WHEREAS, the New Members desire to join the group formed by the Existing Members.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows:
1. Effective immediately, the New Members are joined as parties to the Agreement and are members of the Group (as defined in the Agreement).
2. The New Members agree to be bound by the terms of the Agreement, the terms of which are incorporated herein and made a part hereof.
3. Each of the undersigned parties hereby agrees that this Joinder shall be filed as an exhibit to the Group’s Schedule 13D, as amended.
4. This Joinder 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.
[Signature page on next page]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
| PW PARTNERS ATLAS FUND II LP |
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| By: | PW Partners Atlas Funds, LLC General Partner |
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| By: | /s/ Patrick Walsh |
| | Name: | Patrick Walsh |
| | Title: | Managing Member and Chief Executive Officer |
| PW PARTNERS ATLAS FUND LP |
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| By: | PW Partners Atlas Funds, LLC General Partner |
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| By: | /s/ Patrick Walsh |
| | Name: | Patrick Walsh |
| | Title: | Managing Member and Chief Executive Officer |
| PW PARTNERS MASTER FUND LP |
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| By: | PW Partners, LLC General Partner |
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| By: | /s/ Patrick Walsh |
| | Name: | Patrick Walsh |
| | Title: | Managing Member and Chief Executive Officer |
| PW PARTNERS ATLAS FUNDS, LLC |
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| By: | /s/ Patrick Walsh |
| | Name: | Patrick Walsh |
| | Title: | Managing Member and Chief Executive Officer |
| PW PARTNERS, LLC |
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| By: | /s/ Patrick Walsh |
| | Name: | Patrick Walsh |
| | Title: | Managing Member and Chief Executive Officer |
| PW PARTNERS CAPITAL MANAGEMENT LLC |
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| By: | |
| | Name: | Patrick Walsh |
| | Title: | Managing Member |
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| PATRICK WALSH, as attorney-in-fact for Jeffrey C. Neal |
| LUXOR CAPITAL PARTNERS, LP |
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| By: | LCG Holdings, LLC General Partner |
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| By: | |
| | Name: | Norris Nissim |
| | Title: | General Counsel |
| LUXOR WAVEFRONT, LP |
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| By: | LCG Holdings, LLC General Partner |
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| By: | |
| | Name: | Norris Nissim |
| | Title: | General Counsel |
| LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP |
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| By: | LCG Holdings, LLC General Partner |
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| By: | |
| | Name: | Norris Nissim |
| | Title: | General Counsel |
| LUXOR CAPITAL PARTNERS OFFSHORE, LTD. |
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| By: | Luxor Capital Group, LP Investment Manager |
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| By: | |
| | Name: | Norris Nissim |
| | Title: | General Counsel |
| LUXOR SPECTRUM OFFSHORE MASTER FUND, LP |
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| By: | LCG Holdings, LLC General Partner |
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| By: | |
| | Name: | Norris Nissim |
| | Title: | General Counsel |
| LUXOR SPECTRUM OFFSHORE, LTD. |
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| By: | Luxor Capital Group, LP Investment Manager |
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| By: | |
| | Name: | Norris Nissim |
| | Title: | General Counsel |
| LUXOR CAPITAL GROUP, LP |
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| By: | Luxor Management, LLC General Partner |
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| By: | |
| | Name: | Norris Nissim |
| | Title: | General Counsel |
| LCG HOLDINGS, LLC |
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| By: | |
| | Name: | Norris Nissim |
| | Title: | General Counsel |
| LUXOR MANAGEMENT, LLC |
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| By: | |
| | Name: | Norris Nissim |
| | Title: | General Counsel |
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| NORRIS NISSIM, as Agent for Christian Leone |
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| NORRIS NISSIM, as attorney-in-fact for Jason G. Bernzweig, Mark A. McEachen and Emanuel R. Pearlman |
| ZELMAN CAPITAL, LP |
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| By: | Zelman Capital, LLC General Partner |
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| By: | |
| | Name: | Stephen H. Wank |
| | Title: | Chief Financial Officer |
| ZELMAN CAPITAL, LLC |
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| By: | |
| | Name: | Stephen H. Wank |
| | Title: | Chief Financial Officer |