Joinder Agreement
Exhibit 99.1
This JOINDER AGREEMENT (the “Joinder”) is dated as of March 19, 2014 by and among PW Partners Atlas Fund II LP, PW Partners Atlas Fund LP, PW Partners Master Fund LP, PW Partners Atlas Funds, LLC, PW Partners, LLC, PW Partners Capital Management LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Luxor Capital Partners, LP, Luxor Wavefront, LP, Luxor Capital Partners Offshore Master Fund, LP, Luxor Capital Partners Offshore, Ltd., Luxor Spectrum Offshore Master Fund, LP, Luxor Spectrum Offshore, Ltd., LCG Holdings, LLC, Luxor Capital Group, LP, Luxor Management, LLC, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (collectively, the “Existing Members”) and ▇▇▇▇▇▇ Capital, LLC, ▇▇▇▇▇▇ Capital, LP and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the “New Members”).
WHEREAS, the Existing Members are parties to that certain Joint Filing and Solicitation Agreement dated as of February 28, 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 seeking representation on the Board of Directors of BJ’s Restaurants, Inc. (the “Company”) at the 2014 annual meeting of stockholders of the Company and for the purpose of taking all other action necessary to achieve the foregoing; and
WHEREAS, the New Members desire 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 Members are joined as parties to the Agreement and are members of the Group (as defined in the Agreement).
2. The New Members agree to be bound by the terms of the Agreement, the terms of which are incorporated herein and made a part hereof.
3. Each of the undersigned parties hereby agrees that this Joinder shall be filed as an exhibit to the Group’s Schedule 13D, as amended.
4. 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.
[Signature page 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.
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PW PARTNERS ATLAS FUND II LP
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By:
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PW Partners Atlas Funds, LLC
General Partner
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title:
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Managing Member and Chief Executive Officer
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PW PARTNERS ATLAS FUND LP
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By:
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PW Partners Atlas Funds, LLC
General Partner
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title:
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Managing Member and Chief Executive Officer
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PW PARTNERS MASTER FUND LP
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By:
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PW Partners, LLC
General Partner
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title:
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Managing Member and Chief Executive Officer
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PW PARTNERS ATLAS FUNDS, LLC
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title:
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Managing Member and Chief Executive Officer
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PW PARTNERS, LLC
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title:
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Managing Member and Chief Executive Officer
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PW PARTNERS CAPITAL MANAGEMENT LLC
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By:
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title:
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Managing Member
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇, as attorney-in-fact for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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LUXOR CAPITAL PARTNERS, LP
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By:
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LCG Holdings, LLC
General Partner
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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General Counsel
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LUXOR WAVEFRONT, LP
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By:
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LCG Holdings, LLC
General Partner
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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General Counsel
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LUXOR CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
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By:
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LCG Holdings, LLC
General Partner
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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General Counsel
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LUXOR CAPITAL PARTNERS OFFSHORE, LTD.
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By:
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Investment Manager
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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General Counsel
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LUXOR SPECTRUM OFFSHORE MASTER FUND, LP
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By:
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LCG Holdings, LLC
General Partner
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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General Counsel
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LUXOR SPECTRUM OFFSHORE, LTD.
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By:
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Investment Manager
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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General Counsel
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By:
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Luxor Management, LLC
General Partner
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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General Counsel
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LCG HOLDINGS, LLC
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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General Counsel
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LUXOR MANAGEMENT, LLC
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By:
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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General Counsel
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇, as Agent for ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇, as attorney-in-fact for ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ CAPITAL, LP
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By:
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▇▇▇▇▇▇ Capital, LLC
General Partner
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title:
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Chief Financial Officer
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▇▇▇▇▇▇ CAPITAL, LLC
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By:
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name:
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title:
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Chief Financial Officer
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/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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