EXHIBIT 99.1
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT (this “Agreement”), dated as of March 11, 2011 among S.A.V.E. Partners III, LLC, a Delaware limited liability company, Craig W. Thomas, an individual and Bradley M. Tirpak, an individual (collectively, the “Joint Filers”).
W I T N E S S E T H
WHEREAS, as of the date hereof, each of the Joint Filers is filing a Schedule 13D/A under the Securities Exchange Act of 1934 (the “Exchange Act”) with respect to securities of Direct Insite Corp. (the “Schedule 13D”);
WHEREAS, each of the Joint Filers is individually eligible to file the Schedule 13D;
WHEREAS, each of the Joint Filers wishes to file the Schedule 13D and any amendments thereto jointly and on behalf of each of the Joint Filers, pursuant to Rule 13d-1(k)(1) under the Exchange Act;
NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the parties hereto agree as follows:
1. The Joint Filers hereby agree that the Schedule 13D is, and any amendments thereto will be, filed on behalf of each of the Joint Filers pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
2. Each of the Joint Filers hereby acknowledges that, pursuant to Rule 13d-1(k)(1)(i) under the Exchange Act, it is responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, and is not responsible for the completeness and accuracy of the information concerning any of the other parties contained therein, unless it knows or has reason to know that such information is inaccurate.
3. Each of the Joint Filers hereby agrees that this Agreement shall be filed as an exhibit to the Schedule 13D, pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed individually or by their respective directors hereunto duly authorized as of the day and year first above written.
S.A.V.E. PARTNERS III, LLC
/s/ Craig W. Thomas
Name: Craig W. Thomas
Title: Managing Member
/s/ Craig W. Thomas
Craig W. Thomas
/s/ Bradley M. Tirpak
Bradley M. Tirpak
Schedule I
This schedule sets forth information with respect to each purchase and sale of Common Stock which was effectuated by the Reporting Persons during the past 60 days.
Transaction Date | Reporting Person | Shares Acquired | Shares Disposed | Price Per Share (1) | ||||
1/18/2011 | Mr. Thomas | 5 | - | $0.67 | ||||
1/31/2011 | Mr. Thomas | 100 | - | $0.67 | ||||
2/02/2011 | Mr. Thomas | 2,500 | - | $0.68 | ||||
2/02/2011 | Mr. Thomas | 2,500 | - | $0.67 | ||||
2/08/2011 | Mr. Thomas | 22,500 | - | $0.79 | ||||
2/08/2011 | Mr. Thomas | 16,059 | - | $0.78 | ||||
2/08/2011 | Mr. Thomas | 10,000 | - | $0.79 | ||||
2/08/2011 | Mr. Thomas | 5,000 | - | $0.77 | ||||
2/08/2011 | Mr. Thomas | 3,500 | - | $0.79 | ||||
2/08/2011 | Mr. Thomas | 2,500 | - | $0.79 | ||||
2/08/2011 | Mr. Thomas | 2,500 | - | $0.79 | ||||
2/08/2011 | Mr. Thomas | 2,500 | - | $0.78 | ||||
2/08/2011 | Mr. Thomas | 2,500 | - | $0.78 | ||||
2/08/2011 | Mr. Thomas | 2,500 | - | $0.76 | ||||
2/10/2011 | Mr. Thomas | 5,849 | - | $0.79 | ||||
2/10/2011 | Mr. Thomas | 2,500 | - | $0.79 | ||||
2/10/2011 | Mr. Thomas | 1,000 | - | $0.75 | ||||
2/16/2011 | Mr. Thomas | - | 2,500 | (2) | $0.81 | |||
2/16/2011 | Mr. Thomas | - | 116,513 | (2) | $0.81 | |||
2/16/2011 | SAVE | 7,000 | - | $0.82 | ||||
2/16/2011 | SAVE | 121,513 | (2) | - | $0.81 | |||
2/16/2011 | SAVE | 700 | - | $0.83 | ||||
2/18/2011 | SAVE | 142,997 | - | $0.81 | ||||
2/18/2011 | SAVE | 15,100 | - | $0.81 | ||||
2/22/2011 | SAVE | 6,900 | - | $0.81 | ||||
2/23/2011 | SAVE | 4,000 | - | $0.86 | ||||
3/01/2022 | SAVE | 2,000 | - | $0.81 | ||||
3/02/2011 | SAVE | 7,600 | - | $0.81 | ||||
3/03/2011 | SAVE | 5,000 | - | $0.81 | ||||
3/03/2011 | SAVE | 12,500 | - | $0.91 | ||||
3/09/2011 | SAVE | 11,938 | - | $0.96 | ||||
3/10/2011 | SAVE | 21,800 | - | $1.01 |
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(1) Average price per share including fees and transaction costs.
(2) Cross trade between SAVE and Mr. Thomas.