Exhibit 99.1
JOINDER AGREEMENT
This JOINDER AGREEMENT (the “Joinder”) is dated as of April 9, 2015 by and among Legion Partners, L.P. I, Legion Partners Special Opportunities, L.P. I, Legion Partners, LLC, Legion Partners Asset Management, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper, Bradley S. Vizi, Raymond White and California State Teachers’ Retirement System (collectively, the “Existing Members”) and Legion Partners, L.P. II (collectively, the “New Member”).
WHEREAS, the Existing Members are parties to that certain Joint Filing Agreement dated as of July 16, 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 joint filing on behalf of each of them of statements on Schedule 13D with respect to shares of Common Stock, $0.01 par value per share, of Perry Ellis International, Inc.
WHEREAS, the New Member desires 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 Member is joined as parties to the Agreement.
2. The New Member agrees to be bound by the terms of the Agreement, including the obligations of a member of the Group (as defined in the Agreement), the terms of which are incorporated herein and made a part hereof.
3. 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.
[Signatures appear 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.
Legion Partners, L.P. I | |||
By: | /s/ Christopher S. Kiper | ||
Name: | Christopher S. Kiper | ||
Title: | Managing Director |
Legion Partners Special Opportunities, L.P. I | |||
By: | Legion Partners Asset Management, LLC Investment Advisor | ||
By: | /s/ Christopher S. Kiper | ||
Name: | Christopher S. Kiper | ||
Title: | Managing Director |
Legion Partners, L.P. II | |||
By: | /s/ Christopher S. Kiper | ||
Name: | Christopher S. Kiper | ||
Title: | Managing Director |
Legion Partners, LLC | |||
By: | Legion Partners Holdings, LLC Managing Member | ||
By: | /s/ Christopher S. Kiper | ||
Name: | Christopher S. Kiper | ||
Title: | Managing Member |
Legion Partners Asset Management, LLC | |||
By: | /s/ Christopher S. Kiper | ||
Name: | Christopher S. Kiper | ||
Title: | Managing Director |
Legion Partners Holdings, LLC | |||
By: | /s/ Christopher S. Kiper | ||
Name: | Christopher S. Kiper | ||
Title: | Managing Member |
/s/ Christopher S. Kiper | |
Christopher S. Kiper |
/s/ Bradley S. Vizi | |
Bradley S. Vizi |
/s/ Raymond White | |
Raymond White |
California State Teachers’ Retirement System | |||
By: | /s/ Melissa Da Ronco | ||
Name: | Melissa Da Ronco | ||
Title: | Investment Officer |