JOINT FILING AGREEMENTJoint Filing Agreement • May 19th, 2020 • Engaged Capital LLC • Food and 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, $0.01 par value per share, of The Hain Celestial Group, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 23rd, 2014 • Engaged Capital LLC • Electronic components & accessories
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 Silicon Image, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • March 4th, 2022 • Engaged Capital LLC • Wholesale-farm product raw materials
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 shares, no par value per share, of SunOpta Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
COOPERATION AGREEMENTCooperation Agreement • November 12th, 2019 • Engaged Capital LLC • Glass products, made of purchased glass • Minnesota
This Cooperation Agreement, dated as of November 10, 2019 (this “Agreement”), is by and among Apogee Enterprises, Inc. (the “Company”) and the persons and entities set forth on Schedule A hereto (collectively, and, for clarity and as applicable, each member thereof acting individually, the “Engaged Group”).
COOPERATION AGREEMENTCooperation Agreement • February 21st, 2024 • Engaged Capital LLC • Surgical & medical instruments & apparatus • Delaware
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of February 20, 2024, by and among Nevro Corp., a Delaware corporation (the “Company”) and the persons set forth on Exhibit A hereto (collectively, the “Engaged Group” and, for clarity, as applicable, including each member thereof acting individually). The Company and the Engaged Group are each herein referred to as a “Party” and collectively, the “Parties.” Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 12 below.
COOPERATION AGREEMENTCooperation Agreement • June 6th, 2023 • Engaged Capital LLC • Services-advertising • Delaware
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of June 5, 2023, by and among Quotient Technology Inc., a Delaware corporation (the “Company”) and the persons set forth on Exhibit A hereto (collectively, the “Engaged Group” and, for clarity, as applicable, including each member thereof acting individually). The Company and the Engaged Group are each herein referred to as a “Party” and collectively, the “Parties.” Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 12 below.
12,379,504 SHARES OF COMMON STOCK PAR VALUE $0.01 OF THE HAIN CELESTIAL GROUP, INC. UNDERWRITING AGREEMENTEngaged Capital LLC • November 12th, 2021 • Food and kindred products • New York
JOINT FILING AGREEMENTJoint Filing Agreement • July 29th, 2015 • Engaged Capital LLC • Food and 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 shares of Common Stock, $0.0001 par value, of Boulder Brands, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
COOPERATION AGREEMENTCooperation Agreement • May 17th, 2022 • Engaged Capital LLC • Services-advertising • Delaware
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of May 16, 2022, by and among Quotient Technology Inc., a Delaware corporation (the “Company”) and the persons set forth on Exhibit A hereto (collectively, the “Engaged Group” and, for clarity, as applicable, including each member thereof acting individually). The Company and the Engaged Group are each herein referred to as a “Party” and collectively, the “Parties.” Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 13 below.
JOINT FILING AGREEMENTJoint Filing Agreement • May 17th, 2022 • Engaged Capital LLC • Services-advertising
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 $0.00001 per share, of Quotient Technology Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
COOPERATION AGREEMENTCooperation Agreement • April 7th, 2015 • Engaged Capital LLC • Miscellaneous food preparations & kindred products • Delaware
This Cooperation Agreement (this “Agreement”) is made and entered into as of April 3, 2015, by and among Medifast, Inc. (the “Company”), Engaged Capital LLC (“Engaged”) and each of the other related Persons (as defined below) set forth on the signature pages hereto (collectively with Engaged, the “Engaged Group”). The Engaged Group and each of their Affiliates (as defined below) and Associates (as defined below) are collectively referred to as the “Investors.” The Company and the Investors are referred to herein as the “Parties.”
Re: Confidentiality AgreementConfidentiality Agreement • February 11th, 2019 • Engaged Capital LLC • Glass products, made of purchased glass • Minnesota
This Confidentiality Agreement (this “Agreement”), dated as of February 8, 2019, is made by and among Apogee Enterprises, Inc., a Minnesota corporation (the “Company”), and Engaged Capital LLC, Engaged Capital Flagship Master Fund, LP, Engaged Capital Co-Invest VIII, LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund, Ltd., Engaged Capital Holdings, LLC and Glenn W. Welling (collectively, “Engaged Capital,” “you” or “your”).
JOINT FILING AGREEMENTJoint Filing Agreement • September 29th, 2014 • Engaged Capital LLC • Electromedical & electrotherapeutic apparatus
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 Volcano Corporation, a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • September 28th, 2017 • Engaged Capital LLC • Food and 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, $0.01 par value per share, of The Hain Celestial Group, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINDER AGREEMENTJoinder Agreement • March 15th, 2017 • Engaged Capital LLC • Services-equipment rental & leasing, nec
This JOINDER AGREEMENT (the “Joinder”) is dated as of March 15, 2017 by and among Engaged Capital Flagship Master Fund, LP, Engaged Capital Co-Invest V, LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund, Ltd., Engaged Capital, LLC, Engaged Capital Holdings, LLC, Glenn W. Welling, Jeffrey J. Brown, William K. Butler, Mitchell E. Fadel, Christopher B. Hetrick and Carol A. McFate (collectively, the “Existing Members”) and Engaged Capital Co-Invest V-A, LP (the “New Member”).
AMENDMENT TO Confidentiality AGREEMENTConfidentiality Agreement • August 6th, 2019 • Engaged Capital LLC • Glass products, made of purchased glass
THIS Amendment (this “Amendment”) is made as of August 5, 2019 to that certain CONFIDENTIALITY AGREEMENT (the “Confidentiality Agreement”), dated as of February 8, 2019, made by and among Apogee Enterprises, Inc., a Minnesota corporation (the “Company”) and Engaged Capital LLC, Engaged Capital Flagship Master Fund, LP, Engaged Capital Co-Invest VIII, LP, Engaged Capital Flagship Fund, LP, Engaged Capital Flagship Fund, Ltd., Engaged Capital Holdings, LLC and Glenn W. Welling (collectively, “Engaged Capital”). Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Confidentiality Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • November 18th, 2019 • Engaged Capital 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, $0.001 par value per share, of Medifast, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • August 9th, 2024 • Engaged Capital LLC • Beverages
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, par value $0.0001 per share, of BRC Inc., a Delaware public benefit corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 26th, 2019 • Engaged Capital LLC • Printed circuit boards
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, $0.10 par value per share, of Benchmark Electronics, Inc., a Texas corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • February 8th, 2016 • Engaged Capital LLC • Services-personal 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 Outerwall 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 • January 30th, 2019 • Engaged Capital LLC • Printed circuit boards • New York
WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Benchmark Electronics, Inc., a Texas corporation (the “Company”);
JOINT FILING AGREEMENTJoint Filing Agreement • June 3rd, 2016 • Engaged Capital LLC • Retail-eating & drinking 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 additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of Jamba, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINDER AGREEMENTJoinder Agreement • September 23rd, 2014 • Engaged Capital LLC • Telephone & telegraph apparatus
This JOINDER AGREEMENT (the “Joinder”) is dated as of September 22, 2014 by and among Engaged Capital Master Feeder I, LP, Engaged Capital Master Feeder II, LP, Engaged Capital I, LP, Engaged Capital I Offshore, Ltd., Engaged Capital II, LP, Engaged Capital, LLC, Engaged Capital Holdings, LLC, Glenn W. Welling, Voce Capital LLC, Voce Capital Management LLC, J. Daniel Plants and Jeffrey S. McCreary (collectively, the “Existing Members”) and Engaged Capital II Offshore Ltd. and Voce Catalyst Partners LP (collectively, the “New Members”).
JOINT FILING AGREEMENTJoint Filing Agreement • August 20th, 2020 • Engaged Capital LLC • Services-management 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 Class A common stock, par value $0.01 per share, of Evolent Health, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • January 4th, 2019 • Engaged Capital LLC • Printed circuit boards
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, $0.10 par value per share, of Benchmark Electronics, Inc., a Texas corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 6th, 2018 • Engaged Capital 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 additional amendments thereto) with respect to the common stock, $0.001 par value per share, of Del Frisco’s Restaurant Group, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • May 5th, 2022 • Engaged Capital LLC • Beverages
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, par value $0.0001 per share, of BRC Inc., a Delaware public benefit corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • December 9th, 2022 • Engaged Capital LLC • Services-equipment rental & leasing, nec
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, $0.01 par value per share, of Rent-A-Center, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • April 17th, 2018 • Engaged Capital LLC • Glass products, made of purchased glass
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, $0.33 1/3 par value per share, of Apogee Enterprises, Inc., a Minnesota corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • January 30th, 2017 • Engaged Capital LLC • Services-equipment rental & leasing, nec
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, $0.01 par value per share, of Rent-A-Center, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
JOINT FILING AGREEMENTJoint Filing Agreement • July 14th, 2014 • Engaged Capital LLC • Telephone & telegraph apparatus
This Agreement (this “Agreement”) is made and entered into as of July 11, 2014, by and among (1) Engaged Capital Master Feeder I, LP, Engaged Capital Master Feeder II, LP, Engaged Capital I, LP, Engaged Capital I Offshore, Ltd, Engaged Capital II, LP, Engaged Capital, LLC, Engaged Capital Holdings, LLC and Glenn W. Welling (together, “Engaged Capital”) and (2) Voce Capital LLC, Voce Capital Management LLC and J. Daniel Plants (together, “Voce” and with Engaged Capital, each a “Party” to this Agreement, and collectively, the “Parties” or the “Group”).
JOINT FILING AGREEMENTJoint Filing Agreement • August 18th, 2022 • Engaged Capital LLC • Wholesale-farm product raw materials
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 shares, no par value per share, of SunOpta Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
CONSULTING AGREEMENTConsulting Agreement • March 1st, 2022 • Engaged Capital LLC • Services-advertising • New York
This Consulting Agreement (this “Agreement”), dated as of February 28, 2022, is made by and between Engaged Capital Flagship Master Fund, LP, a Cayman Islands exempted limited partnership (“Engaged Capital”), and Matthew O’Grady (“Consultant”).
INVESTOR RIGHTS AGREEMENT ENGAGED CAPITAL FLAGSHIP MASTER FUND, LP and ENGAGED CAPITAL, LLC and ENGAGED CAPITAL CO-INVEST IV-A, LP and SUNOPTA INC. and SUNOPTA FOODS INC. April 24, 2020 INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • April 28th, 2020 • Engaged Capital LLC • Wholesale-farm product raw materials • Ontario
ENGAGED CAPITAL FLAGSHIP MASTER FUND, LP, an exempted limited partnership existing under the laws of the Cayman Islands,
JOINT FILING AGREEMENTJoint Filing Agreement • June 3rd, 2016 • Engaged Capital LLC • Services-personal 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 Outerwall Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
