VOTING AGREEMENT by and among JCP INVESTMENT MANAGEMENT, LLC, APEX RESTAURANT MANAGEMENT, INC. and APEX BRANDS FOODS, INC. dated as of March 30, 2014Voting Agreement • April 1st, 2014 • JCP Investment Management, LLC • Retail-eating places • Ohio
COOPERATION AGREEMENTCooperation Agreement • October 31st, 2022 • JCP Investment Management, LLC • Miscellaneous food preparations & kindred products • Delaware
This Cooperation Agreement (this “Agreement”), effective as of October 30, 2022 (the “Effective Date”), is entered into by and among Farmer Bros. Co., a Delaware corporation (the “Company”), the entities and persons listed on Exhibit A hereto (collectively with each of their Affiliates and Associates, the “JCP Parties”) and the entities and persons listed on Exhibit B hereto (collectively with each of their Affiliates and Associates, the “22NW Parties,” and together with the JCP Parties, the “Stockholder Parties”). The Company and the Stockholder Parties are collectively referred to herein as the “Parties,” and each of the Company and the collective Stockholder Parties, respectively, a “Party.” Unless otherwise defined herein, capitalized terms shall have the meanings given to them in Section 16 herein.
GROUP AGREEMENTGroup Agreement • October 16th, 2023 • JCP Investment Management, LLC • Miscellaneous food preparations & kindred products
This Group Agreement (this “Agreement”) is made and entered into as of October 12, 2023 by and among (i) JCP Investment Partnership, LP, JCP Investment Partners, LP, JCP Investment Holdings, LLC, JCP Investment Management, LLC and James C. Pappas (collectively, “JCP”), (ii) 22NW Fund, LP, 22NW, LP, 22NW Fund GP, LLC, 22NW GP, Inc. and Aron R. English (collectively, “22NW”), (iii) Bryson O. Hirai-Hadley (together with 22NW, the “22NW Parties”) and (iv) Troy Ellis, Emily Keeton and David Tresko (together with JCP, the 22NW Parties, Troy Ellis and Emily Keeton, each a “Party” and collectively, the “Parties” or the “Group”).
GROUP AGREEMENTGroup Agreement • October 3rd, 2022 • JCP Investment Management, LLC • Miscellaneous food preparations & kindred products • New York
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Farmer Bros. Co., a Delaware corporation (the “Company”);
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • September 19th, 2022 • JCP Investment Management, LLC • Miscellaneous food preparations & kindred products • New York
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Farmer Bros. Co., a Delaware corporation (the “Company”); and
JOINT FILING AGREEMENTJoint Filing Agreement • November 14th, 2011 • JCP Investment Management, LLC • Retail-eating places
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Famous Dave’s of America, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • August 15th, 2019 • JCP Investment Management, LLC • Wholesale-groceries, general line • New York
WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Innovative Food Holdings, Inc., a Florida corporation (the “Company”);
JOINT FILING AGREEMENTJoint Filing Agreement • May 21st, 2018 • JCP Investment Management, LLC • Real estate investment trusts
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Series D Cumulative Convertible Preferred Stock, no par value per share, of Wheeler Real Estate Investment Trust, Inc., a Maryland corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
TERMINATION OF GROUP AGREEMENTTermination of Group Agreement • June 7th, 2017 • JCP Investment Management, LLC • Retail-eating places
Each of the undersigned is a party to that certain Group Agreement, dated August 30, 2016, as amended on January 26, 2017 (the “Group Agreement”). Each of the undersigned hereby agrees that the Group Agreement is terminated effective immediately.
JOINT FILING AGREEMENTJoint Filing Agreement • July 22nd, 2021 • JCP Investment Management, LLC • Services-direct mail advertising services
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of common stock, $1.00 par value, of Harte Hanks, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • October 31st, 2022 • JCP Investment Management, LLC • Miscellaneous food preparations & kindred products
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common stock, par value $1.00 per share, of Farmer Bros. Co., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • January 10th, 2012 • JCP Investment Management, LLC • Concrete products, except block & brick
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated January 10, 2012 (including amendments thereto) with respect to the Common Stock of Smith-Midland Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • March 29th, 2016 • JCP Investment Management, LLC • Electric services
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of U.S. Geothermal Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • November 6th, 2015 • JCP Investment Management, LLC • Refuse systems
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the Class A common stock, $0.01 par value per share, of Casella Waste Systems, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 9th, 2016 • JCP Investment Management, LLC • Electric services
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of U.S. Geothermal Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Voting AgreementVoting Agreement • January 25th, 2018 • JCP Investment Management, LLC • Electric services • Delaware
This Voting Agreement (this “Agreement”), dated as of January 24, 2018, is by and between the undersigned stockholder (the “Stockholder”) of U.S. Geothermal Inc., a Delaware corporation (the “Company”), and Ormat Nevada Inc., a Delaware corporation (“Parent”).
AGREEMENTAgreement • January 30th, 2020 • JCP Investment Management, LLC • Wholesale-groceries, general line • New York
This Agreement (this “Agreement”) is made and entered into as of January 28, 2020 by and between Innovative Food Holdings, Inc., a Florida corporation (the “Company”), and the entities and natural person set forth in the signature page hereto (collectively, “JCP”) (each of the Company and JCP, a “Party” to this Agreement, and collectively, the “Parties”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 28th, 2014 • JCP Investment Management, LLC • Natural gas distribution
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.15 par value per share, of Gas Natural Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • May 6th, 2015 • JCP Investment Management, LLC • Real estate investment trusts
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Supertel Hospitality, Inc., a Maryland corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
February 8, 2023JCP Investment Management, LLC • February 10th, 2023 • Wholesale-groceries, general line
This letter is being delivered in connection with the purchase from Sam Klepfish (“Seller”) by JCP Investment Partnership, LP and Bandera Master Fund LP (each individually, a “Purchaser” and collectively, the “Purchasers”) of 720,000 shares of common stock, par value $0.01 (the “Securities”), of Innovative Food Holdings, Inc., a Florida corporation (the “Company”) at a purchase price of $0.25 per share.
JOINT FILING AGREEMENTJoint Filing Agreement • January 30th, 2020 • JCP Investment Management, LLC • Wholesale-groceries, general line
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of common stock, $0.0001 par value, of Innovative Food Holdings, Inc., a Florida corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • May 31st, 2012 • JCP Investment Management, LLC • Concrete products, except block & brick
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of Smith-Midland Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • April 25th, 2013 • JCP Investment Management, LLC • Bakery products
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of BAB, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 6th, 2018 • JCP Investment Management, LLC • Wholesale-groceries, general line
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of common stock, $0.0001 par value, of Innovative Food Holdings, Inc., a Florida corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • November 30th, 2018 • JCP Investment Management, LLC • Wholesale-groceries, general line
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of common stock, $0.0001 par value, of Innovative Food Holdings, Inc., a Florida corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • April 15th, 2021 • JCP Investment Management, LLC • Investment advice
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of common stock, $0.01 par value, of Westwood Holdings Group, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • April 20th, 2015 • JCP Investment Management, LLC • Real estate investment trusts
WHEREAS, certain of the undersigned are shareholders, direct or beneficial, Supertel Hospitality, Inc., a Maryland corporation (the “Company”);
Joint Filing AgreementJoint Filing Agreement • April 28th, 2021 • JCP Investment Management, LLC • Blank checks
The undersigned hereby agree that the Statement on Schedule 13G dated April 28, 2021 with respect to the Units of First Reserve Sustainable Growth Corp., and any amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
JOINDER AGREEMENTJoinder Agreement • January 30th, 2017 • JCP Investment Management, LLC • Retail-eating places
This JOINDER AGREEMENT (the “Joinder”) is dated as of January 26, 2017 by and among JCP Investment Partnership, LP, JCP Single-Asset Partnership, LP, JCP Investment Partners, LP, JCP Investment Holdings, LLC, JCP Investment Management, LLC, James C. Pappas, BLR Partners LP, BLRPart, LP, BLRGP Inc., Fondren Management, LP, FMLP Inc., Bradley L. Radoff, Bandera Master Fund L.P., Bandera Partners LLC, Gregory Bylinsky, Jefferson Gramm, Lake Trail Managed Investments LLC, Lake Trail Capital LP, Lake Trail Capital GP LLC, Thomas W. Purcell, Jr. and Joshua E. Schechter (collectively, the “Existing Members”) and John B. Morlock (the “New Member”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 23rd, 2017 • JCP Investment Management, LLC • Leather & leather products
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.0024 par value, of Tandy Leather Factory, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
TERMINATION OF JOINT FILING AND SOLICITATION AGREEMENT May 6, 2015Termination of Joint Filing and Solicitation Agreement • May 6th, 2015 • JCP Investment Management, LLC • Real estate investment trusts
Each of the undersigned is a party to that certain Joint Filing and Solicitation Agreement, dated April 20, 2015 (the “Group Agreement”). Each of the undersigned hereby agrees that the Group Agreement is terminated effective immediately.
JOINT FILING AGREEMENTJoint Filing Agreement • November 9th, 2023 • JCP Investment Management, LLC • Miscellaneous food preparations & kindred products
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common stock, par value $1.00 per share, of Farmer Bros. Co., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • May 9th, 2018 • JCP Investment Management, LLC • Leather & leather products
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.0024 par value, of Tandy Leather Factory, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • January 10th, 2012 • JCP Investment Management, LLC • Retail-eating places
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated January 10, 2012 (including amendments thereto) with respect to the Common Stock of Morgan’s Foods, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
GROUP AGREEMENTGroup Agreement • September 19th, 2016 • JCP Investment Management, LLC • Retail-eating places • New York
This Agreement (this “Agreement”) is made and entered into as of August 30, 2016, by and among (i) JCP Investment Partnership, LP, JCP Single-Asset Partnership, LP, JCP Investment Partners, LP, JCP Investment Holdings, LLC, JCP Investment Management, LLC and James C. Pappas (collectively, “JCP”), (ii) BLR Partners LP, BLRPart, LP, BLRGP Inc., Fondren Management, LP, FMLP Inc. and Bradley L. Radoff (collectively, “Fondren”), (iii) Bandera Master Fund L.P., Bandera Partners LLC, Gregory Bylinsky and Jefferson Gramm (collectively, “Bandera”), (iv) Lake Trail Managed Investments LLC, Lake Trail Capital LP, Lake Trail Capital GP LLC and Thomas W. Purcell, Jr. (collectively, “Lake Trail”) and (v) Joshua E. Schechter (together with JCP, Fondren, Bandera and Lake Trail, each a “Party”, and collectively, the “Parties” or the “Group”).
