Exhibit 99.2
JOINT FILING AND SOLICITATION AGREEMENT
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Support.com, Inc., a Delaware corporation (the “Company”);
WHEREAS, VIEX Opportunities Fund, LP – Series One, VIEX GP, LLC, VIEX Capital Advisors, LLC and Eric Singer (collectively, “VIEX”), BLR Partners LP, BLRPart, LP, BLRGP Inc., Fondren Management, LP, FMLP Inc. and Bradley L. Radoff (collectively, “Fondren”), Richard Bloom, Brian J. Kelley and Joshua E. Schechter wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2016 annual meeting of stockholders of the Company (including any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.
NOW, IT IS AGREED, this 25th day of March 2016 by the parties hereto:
| 1. | In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his or its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate. |
| 2. | So long as this agreement (the “Agreement”) is in effect, each of the undersigned shall, no later than 24 hours after each such transaction, provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company, or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership; provided, however, no party shall purchase, or increase any beneficial ownership over, any securities of the Company if, as a result of such action, the Group would beneficially own more than 14.9% of the outstanding voting stock of the Company. |
| 3. | Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies for the election of the persons nominated by the Group to the Board at the Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing. |
| 4. | Each of VIEX and Fondren shall have the right to pre-approve all expenses and costs (including all legal fees) incurred in connection with the Group’s activities (the “Expenses”) and each of VIEX and Fondren agrees to pay directly all such pre-approved Expenses on a percentage basis as follows (1) VIEX: 40% of the Expenses and (2) Fondren: 60% of the Expenses. Any reimbursement from the Company regarding the Expenses paid pursuant to this Section 4 shall be split by VIEX and Fondren in proportion to the Expenses paid pursuant to this Section 4. |
| 5. | Each of the parties hereto agrees that any SEC filing, press release, Company communication or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities shall be first approved by VIEX and Fondren. The parties hereto hereby agree to work in good faith to resolve any disagreement that may arise between or among any of the members of the Group concerning decisions to be made, actions to be taken or statements to be made in connection with the Group’s activities. |
| 6. | The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Except as provided in Section 2, nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such transactions are made in compliance with all applicable securities laws. |
| 7. | 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. |
| 8. | In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York. |
| 9. | The parties’ rights and obligations under this Agreement (other than the rights and obligations set forth in Section 4 (solely with respect to Expenses incurred prior to the termination of the Agreement) and Section 8 which shall survive any termination of this Agreement) shall terminate immediately after the conclusion of the activities set forth in Section 3 or as otherwise agreed to by the parties. Notwithstanding the foregoing, any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222. |
| 10. | Each party acknowledges that Olshan shall act as counsel for the Group and each of VIEX and Fondren relating to their investment in the Company. |
| 11. | The terms and provisions of this Agreement may not be modified, waived or amended without the written consent of each of the parties hereto. |
| 12. | Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act. |
[Signature pages follow]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
| VIEX Opportunities Fund, LP – Series One | |||
| By: | VIEX GP, LLC General Partner | ||
| By: | /s/ Eric Singer | ||
| Name: | Eric Singer | ||
| Title: | Managing Member | ||
| VIEX GP, LLC | |||
| By: | /s/ Eric Singer | ||
| Name: | Eric Singer | ||
| Title: | Managing Member | ||
| VIEX Capital Advisors, LLC | |||
| By: | /s/ Eric Singer | ||
| Name: | Eric Singer | ||
| Title: | Managing Member | ||
| /s/ Eric Singer | |
| ERIC SINGER |
| BLR Partners LP | |||
| By: | BLRPart, LP General Partner | ||
| By: | BLRGP Inc. General Partner | ||
| By: | /s/ Bradley L. Radoff | ||
| Name: | Bradley L. Radoff | ||
| Title: | Sole Director | ||
| BLRPart, LP | |||
| By: | BLRGP Inc. General Partner | ||
| By: | /s/ Bradley L. Radoff | ||
| Name: | Bradley L. Radoff | ||
| Title: | Sole Director | ||
| BLRGP Inc. | |||
| By: | /s/ Bradley L. Radoff | ||
| Name: | Bradley L. Radoff | ||
| Title: | Sole Director | ||
| Fondren Management, LP | |||
| By: | FMLP Inc. General Partner | ||
| By: | /s/ Bradley L. Radoff | ||
| Name: | Bradley L. Radoff | ||
| Title: | Sole Director | ||
| FMLP Inc. | |||
| By: | /s/ Bradley L. Radoff | ||
| Name: | Bradley L. Radoff | ||
| Title: | Sole Director | ||
| /s/ Bradley L. Radoff | |
| Bradley L. Radoff |
| /s/ Richard Bloom | |
| Richard Bloom |
| /s/ Brian J. Kelley | |
| Brian J. Kelley |
| /s/ Joshua E. Schechter | |
| Joshua E. Schechter |