EX-99.1 2 a17-24113_1ex99d1.htm EX-99.1

Exhibit 99.1

 

JOINDER AGREEMENT

 

This JOINDER AGREEMENT (the “Joinder”) is dated as of October 13, 2017 by and among Ronin Trading, LLC, John S. Stafford, III, SWIM Partners LP, SW Investment Management LLC, Stephen White, James J. Egan, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian (collectively, the “Existing Members”) and Roger Farley (the “New Member”).

 

WHEREAS, the Existing Members are parties to that certain Joint Filing and Solicitation Agreement, dated as of July 12, 2017 and Joinder Agreement thereto, dated October 9, 2017 (collectively, 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 (i) seeking representation on the Board of Directors of Peregrine Pharmaceuticals, Inc. at the 2017 Annual Meeting (as defined in the Agreement), (ii) taking such other actions as the parties deem advisable and (iii) taking all other action necessary or advisable to achieve the foregoing; and

 

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 a party 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 Joinder Agreement to be executed as of the day and year first above written.

 

 

Ronin Trading, LLC

 

 

 

 

By:

/s/ John S. Stafford, III

 

 

Name:

John S. Stafford, III

 

 

Title:

Manager

 

 

 

 

 

/s/ John S. Stafford, III

 

John S. Stafford, III

 

Individually and as attorney-in-fact for James J. Egan, Gregory P. Sargen, Brian W. Scanlan and Saiid Zarrabian

 

 

 

 

 

SWIM Partners LP

 

 

 

 

By:

SW Investment Management LLC

 

 

General Partner

 

 

 

 

By:

/s/ Stephen White

 

 

Name:

Stephen White

 

 

Title:

Manager

 

 

 

SW Investment Management LLC

 

 

 

 

By:

/s/ Stephen White

 

 

Name:

Stephen White

 

 

Title:

Manager

 

 

 

 

 

/s/ Stephen White

 

Stephen White

 

 

 

 

 

/s/ Roger Farley

 

Roger Farley