Common use of FORM OF JOINDER AGREEMENT Clause in Contracts

FORM OF JOINDER AGREEMENT. The undersigned is executing and delivering this Joinder Agreement pursuant to that certain Registration Rights Agreement, dated as of [___], 2021 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Registration Rights Agreement”), by and among Xxxxxx Group, Inc. and certain stockholders party thereto. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Registration Rights Agreement. By executing and delivering this Joinder Agreement to the Registration Rights Agreement, the undersigned hereby adopts and approves the Registration Rights Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming a [Transferee of Registrable Securities] and [a Principal Stockholder][a Holder], to be bound by and comply with the provisions of, the Registration Rights Agreement, including Section 2.12 therein, in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement. [Describe partial transfer of registration rights, if applicable.] The undersigned acknowledges and agrees that Article III of the Registration Rights Agreement is incorporated herein by reference, mutatis mutandis. Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the day of , . (Signature of [Transferee][New Holder]) (Print Name of [Transferee][New Holder]) Address: Annex A Telephone: Facsimile: Email: AGREED AND ACCEPTED as of the ____ day of ____________, _____. XXXXXX GROUP, INC. By: Name: Title: PAMPLONA CAPITAL PARTNERS V, L.P. By: By: Name: Title: Annex B FORM OF SPOUSAL CONSENT In consideration of the execution of that certain Registration Rights Agreement, dated as of [___], 2021 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Registration Rights Agreement”), by and among Xxxxxx Group, Inc. and certain stockholders party thereto, I, ____________________, the spouse of ___________________________, who is a party to the Registration Rights Agreement, do hereby join with my spouse in executing the foregoing Registration Rights Agreement and do hereby agree to be bound by all of the terms and provisions thereof, in consideration of [Transfer][acquisition] of Registrable Securities and all other interests I may have in the shares and securities subject thereto, whether the interest may be pursuant to community property laws or similar laws relating to marital property in effect in the state or province of my or our residence as of the date of signing this consent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Registration Rights Agreement. Dated as of _______ __, ____ (Signature of Spouse) (Print Name of Spouse)

Appears in 2 contracts

Samples: Registration Rights Agreement (Latham Group, Inc.), Registration Rights Agreement (Latham Group, Inc.)

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FORM OF JOINDER AGREEMENT. The undersigned is executing and delivering this This Joinder Agreement (this “Agreement”) is made as of , 20 , by , a (the “New Subsidiary”), pursuant to Section 6.8 of that certain Registration Rights Note and Warrant Purchase Agreement, dated as of [___]March 31, 2021 2014 (as amended, restated, supplemented or otherwise modified and in accordance with the terms thereofeffect from time to time, the “Registration Rights Purchase Agreement”), by and among Xxxxxx GroupKIOR, Inc. and INC., a Delaware corporation (“KiOR”), certain stockholders Subsidiaries of KiOR from time to time party thereto. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed , each purchaser from time to such terms in the Registration Rights Agreement. By executing and delivering this Joinder Agreement to the Registration Rights Agreement, the undersigned hereby adopts and approves the Registration Rights Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming a [Transferee of Registrable Securities] and [a Principal Stockholder][a Holder], to be bound by and comply with the provisions of, the Registration Rights Agreement, including Section 2.12 therein, in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement. [Describe partial transfer of registration rights, if applicable.] The undersigned acknowledges and agrees that Article III of the Registration Rights Agreement is incorporated herein by reference, mutatis mutandis. Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the day of , . time party thereto (Signature of [Transferee][New Holder]) (Print Name of [Transferee][New Holder]) Address: Annex A Telephone: Facsimile: Email: AGREED AND ACCEPTED as of the ____ day of ____________, _____. XXXXXX GROUP, INC. By: Name: Title: PAMPLONA CAPITAL PARTNERS V, L.P. By: By: Name: Title: Annex B FORM OF SPOUSAL CONSENT In consideration of the execution of that certain Registration Rights Agreement, dated as of [___], 2021 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereofcollectively, the “Registration Rights AgreementPurchasers”), by and among Xxxxxx GroupKFT Trust, Inc. and certain stockholders party theretoXxxxx Xxxxxx, ITrustee, ____________________as agent for the Purchasers (in such capacity, the spouse of ___________________________, who is a party to the Registration Rights Agreement, do hereby join with my spouse “Agent”). All capitalized terms used in executing the foregoing Registration Rights this Agreement and do hereby agree to be bound by all of the terms and provisions thereof, in consideration of [Transfer][acquisition] of Registrable Securities and all other interests I may have in the shares and securities subject thereto, whether the interest may be pursuant to community property laws or similar laws relating to marital property in effect in the state or province of my or our residence as of the date of signing this consent. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms same meanings herein as in the Registration Rights Purchase Agreement. Dated The New Subsidiary hereby (a) agrees to become a “Company” under, and does hereby join and become a party to the Purchase Agreement as a Company, (b) expressly assumes, and agrees to perform and observe, each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of a Company (other than KiOR) under the Purchase Agreement (including, without limitation, guaranteeing the payment and performance of the Secured Obligations as provided in Section 12.1 of the Purchase Agreement), and (c) accepts and assumes any liability of a Company (other than KiOR) related to each representation, warranty, covenant or obligation made by a Company (other than KiOR) in the Purchase Agreement, and hereby expressly affirms, as of _______ __the date hereof, ____ each of such representations, warranties, covenants and obligations, in each case, as if it was an original signatory thereto. The New Subsidiary hereby grants, as and to the same extent as provided in the Purchase Agreement, to the Agent, for the benefit of Agent and the Purchasers, a continuing security interest in the Collateral (Signature as such term is defined in Section 1 of Spousethe Purchase Agreement) of such New Subsidiary. From and after the date of this Agreement, all references to the term “Company” in the Purchase Agreement shall be deemed to be a reference to, and shall include, the New Subsidiary. This Agreement shall be effective as of the date first set forth above and is subject to the condition precedent that the Agreement shall be duly executed and delivered by each of the Agent and the New Subsidiary. This Agreement may be executed in counterparts which, when taken together, shall constitute an original. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission (Print Name including .pdf format via electronic mail) shall be equally effective as delivery of Spouse)a manually executed counterpart. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. This Agreement shall constitute a Transaction Document under the Purchase Agreement.

Appears in 2 contracts

Samples: Subordination Agreement (Kior Inc), Subordination Agreement (Kior Inc)

FORM OF JOINDER AGREEMENT. The undersigned [●] (“Company”) is executing and delivering this Joinder Agreement pursuant to that certain Registration Rights the Company Franchise Agreement, dated as of [___], 2021 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Registration Rights Agreement”), by and among Xxxxxx Group, Inc. and certain stockholders party thereto. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Registration Rights Agreement. By executing and delivering this Joinder Agreement to the Registration Rights Agreement, the undersigned hereby adopts and approves the Registration Rights Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming a [Transferee of Registrable Securities] and [a Principal Stockholder][a Holder], to be bound by and comply with the provisions of, the Registration Rights Agreement, including Section 2.12 therein, in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement. [Describe partial transfer of registration rights, if applicable.] The undersigned acknowledges and agrees that Article III of the Registration Rights Agreement is incorporated herein by reference, mutatis mutandis. Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the day of , . (Signature of [Transferee][New Holder]) (Print Name of [Transferee][New Holder]) Address: Annex A Telephone: Facsimile: Email: AGREED AND ACCEPTED as of the ____ day of ____________, _____. XXXXXX GROUP, INC. By: Name: Title: PAMPLONA CAPITAL PARTNERS V, L.P. By: By: Name: Title: Annex B FORM OF SPOUSAL CONSENT In consideration of the execution of that certain Registration Rights Agreement, dated as of [___], 2021 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Registration Rights Agreement”), by and among Xxxxxx Group, Inc. and certain stockholders party thereto, I, ____________________, a company organized under the spouse Laws of Hong Kong (“Parent”), _______________________________, who is a party to company organized under the Registration Rights Agreement, do hereby join with my spouse in executing the foregoing Registration Rights Agreement and do hereby agree to be bound by all laws of the terms People’s Republic of China (“Shanghai Franchisee”), and provisions thereofPLK APAC Pte. Ltd., in consideration a company organized under the Laws of [Transfer][acquisition] of Registrable Securities and all other interests I may have in the shares and securities subject thereto, whether the interest may be pursuant to community property laws or similar laws relating to marital property in effect in the state or province of my or our residence as of the date of signing this consentSingapore (“FRANCHISOR”). Capitalized terms used but not defined herein in this Joinder Agreement shall have the meaning respective meanings ascribed to such terms them in the Registration Rights Company Franchise Agreement. Dated Parent and the Company jointly and severally represent and warrant to FRANCHISOR that the Company is an entity: (i) established in the Territory; (ii) approved by FRANCHISOR in accordance with the applicable provisions of the Company Franchise Agreement; (iii) owned 100% by Parent or a wholly-owned subsidiary of Parent; (iv) which will operate Franchised Restaurants in the Territory; and (v) which has executed and delivered to FRANCHISOR this Joinder Agreement. By executing and delivering this Joinder Agreement, the Company hereby agrees to become a party to, to be bound by, and to comply with the rights and obligations set forth in the Company Franchise Agreement as Franchisee thereunder. In connection therewith, effective as of _______ __the date hereof, ____ (Signature the Company hereby makes the representations and warranties contained in the Company Franchise Agreement. The Company will execute and deliver to FRANCHISOR a Unit Addendum in the form of Spouse) (Print Name Schedule B to the Company Franchise Agreement with respect to each Franchised Restaurant owned and operated by the Company. The Company hereby acknowledges and agrees that, upon the execution and delivery of Spouse)this Joinder Agreement, the Company will be jointly and severally liable with Parent, Shanghai Franchisee and all other Approved Subsidiaries for all of the liabilities and obligations of Franchisee pursuant to the Company Franchise Agreement and each Unit Addendum issued thereunder. This Joinder Agreement and any non-contractual obligations arising out of or in connection with this Joinder Agreement shall be governed by, and interpreted in accordance with the substantive Laws of the [People’s Republic of China] without regard to conflicts of law principles. Any Dispute arising out of this Joinder Agreement shall be settled by arbitration in accordance with clause 18.2 of the Company Franchise Agreement.

Appears in 2 contracts

Samples: Share Purchase Agreement (TH International LTD), Share Purchase Agreement (TH International LTD)

FORM OF JOINDER AGREEMENT. The undersigned is executing and delivering this Joinder Agreement pursuant to that certain Registration Rights Agreement, dated as of [___], 2021 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Registration Rights Agreement”), by and among Xxxxxx GroupClear Secure, Inc. Inc., Alclear Investments, LLC, Alclear Investments II, LLC and certain stockholders party thereto. the other Persons who execute the signature pages thereto under the heading “Additional Holders.” Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Registration Rights Agreement. By executing and delivering this Joinder Agreement to the Registration Rights Agreement, the undersigned hereby adopts and approves the Registration Rights Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming a [Transferee of Registrable Securities] and [a Principal Stockholder][a Holder], to be bound by and comply with the provisions of, the Registration Rights Agreement, including Section 2.12 therein, in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement. [Describe partial transfer of registration rights, if applicable.] The undersigned acknowledges and agrees that Article III of the Registration Rights Agreement is incorporated herein by reference, mutatis mutandis. Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the __ day of ____________, _____. (Signature of [Transferee][New Holder]Transferee) (Print Name of [Transferee][New Holder]Transferee) Address: Annex A Telephone: Facsimile: Email: AGREED AND ACCEPTED as of the ____ day of ____________, _____. XXXXXX GROUPCLEAR SECURE, INC. By: Name: Title: PAMPLONA CAPITAL PARTNERS V, L.P. By: By: Name: Title: Annex B C FORM OF SPOUSAL CONSENT In consideration of the execution of that certain Registration Rights Agreement, dated as of [___], 2021 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Registration Rights Agreement”), by and among Xxxxxx GroupClear Secure, Inc. Inc., Alclear Investments, LLC, Alclear Investments II, LLC and certain stockholders party the other parties thereto, I, ____________________, the spouse of ___________________________, who is a party to the Registration Rights Agreement, do hereby join with my spouse in executing the foregoing Registration Rights Agreement and do hereby agree to be bound by all of the terms and provisions thereof, in consideration of [Transfer][acquisition] Transfer of Registrable Securities and all other interests I may have in the shares and securities subject thereto, whether the interest may be pursuant to community property laws or similar laws relating to marital property in effect in the state or province of my or our residence as of the date of signing this consent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Registration Rights Agreement. Dated as of _______ __, ____ (Signature of Spouse) (Print Name of Spouse)

Appears in 1 contract

Samples: Registration Rights Agreement (Clear Secure, Inc.)

FORM OF JOINDER AGREEMENT. The undersigned is executing and delivering this This Joinder Agreement pursuant to that certain Registration Rights Agreement, dated as of [___], 2021 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Registration Rights Agreement”), by and among Xxxxxx Group, Inc. and certain stockholders party thereto. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Registration Rights Agreement. By executing and delivering this Joinder Agreement to the Registration Rights Agreement, the undersigned hereby adopts and approves the Registration Rights Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming a [Transferee of Registrable Securities] and [a Principal Stockholder][a Holder], to be bound by and comply with the provisions of, the Registration Rights Agreement, including Section 2.12 therein, in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement. [Describe partial transfer of registration rights, if applicable.] The undersigned acknowledges and agrees that Article III of the Registration Rights Agreement is incorporated herein by reference, mutatis mutandis. Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the day of , . (Signature of [Transferee][New Holder]) (Print Name of [Transferee][New Holder]) Address: Annex A Telephone: Facsimile: Email: AGREED AND ACCEPTED as of the ____ day of ____________, _____. XXXXXX GROUP, INC. By: Name: Title: PAMPLONA CAPITAL PARTNERS V, L.P. By: By: Name: Title: Annex B FORM OF SPOUSAL CONSENT In consideration of the execution of that certain Registration Rights Agreement, dated as of [___], 2021 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Registration Rights Agreement”), by and among Xxxxxx Group, Inc. and certain stockholders party thereto, I, ____________________, the spouse of ___________________________, who is a party to the Registration Rights Agreement, do hereby join with my spouse in executing the foregoing Registration Rights Agreement and do hereby agree to be bound by all of the terms and provisions thereof, in consideration of [Transfer][acquisition] of Registrable Securities and all other interests I may have in the shares and securities subject thereto, whether the interest may be pursuant to community property laws or similar laws relating to marital property in effect in the state or province of my or our residence as of the date of signing this consent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Registration Rights Agreement. Dated as of _______ __, 20____ , is delivered pursuant to Section 7.10 (Signature Additional Grantors) of Spousethe Pledge and Security Agreement, dated as of April 30, 2013 (as amended, supplemented or otherwise modified from time to time, the “Pledge and Security Agreement”), by AMC Entertainment Inc. (the “Company”) and the Subsidiaries of the Company listed on the signature pages thereof in favor of the Citicorp North America, Inc., as agent for the Secured Parties referred to therein. Capitalized terms used herein but not defined herein are used with the meanings given them in the Pledge and Security Agreement. By executing and delivering this Joinder Agreement, the undersigned, as provided in Section 7.10 (Print Name Additional Grantors) of Spouse)the Pledge and Security Agreement, hereby becomes a party to the Pledge and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, hereby grants to the Administrative Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of the undersigned, hereby collaterally assigns, mortgages, pledges and hypothecates to the Administrative Agent and grants to the Administrative Agent a Lien on and security interest in, all of its right, title and interest in, to and under the Collateral of the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex I hereto is hereby added to the information set forth in Schedules 1 through 6 to the Pledge and Security Agreement. [By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Pledge and Security Agreement and that the Pledged Collateral listed on Annex 1 hereto to this Pledge Amendment shall be and become part of the Collateral referred to in the Pledge and Security Agreement and shall secure all Obligations of the undersigned.]1 The undersigned hereby represents and warrants that each of the representations and warranties contained in Article III (Representations and Warranties) of the Pledge and Security Agreement applicable to it is true and correct in all material respects on and as the date hereof as if made on and as of such date. In witness whereof, the undersigned has caused this Joinder Agreement to be duly executed and delivered as of the date first above written. [Additional Grantor]

Appears in 1 contract

Samples: Pledge and Security Agreement (Amc Entertainment Inc)

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FORM OF JOINDER AGREEMENT. The undersigned is executing and delivering this This Joinder Agreement (this “Agreement”) is made as of , 20 , by , a (the “New Subsidiary”), pursuant to Section 6.8 of that certain Registration Rights Note Purchase Agreement, dated as of [___]October 18, 2021 2013 (as amended, restated, supplemented or otherwise modified and in accordance with the terms thereofeffect from time to time, the “Registration Rights Purchase Agreement”), by and among Xxxxxx GroupKIOR, Inc. and INC., a Delaware corporation (“KiOR”), certain stockholders Subsidiaries of KiOR from time to time party thereto. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed , each purchaser from time to such terms in the Registration Rights Agreement. By executing and delivering this Joinder Agreement to the Registration Rights Agreement, the undersigned hereby adopts and approves the Registration Rights Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming a [Transferee of Registrable Securities] and [a Principal Stockholder][a Holder], to be bound by and comply with the provisions of, the Registration Rights Agreement, including Section 2.12 therein, in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement. [Describe partial transfer of registration rights, if applicable.] The undersigned acknowledges and agrees that Article III of the Registration Rights Agreement is incorporated herein by reference, mutatis mutandis. Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the day of , . time party thereto (Signature of [Transferee][New Holder]) (Print Name of [Transferee][New Holder]) Address: Annex A Telephone: Facsimile: Email: AGREED AND ACCEPTED as of the ____ day of ____________, _____. XXXXXX GROUP, INC. By: Name: Title: PAMPLONA CAPITAL PARTNERS V, L.P. By: By: Name: Title: Annex B FORM OF SPOUSAL CONSENT In consideration of the execution of that certain Registration Rights Agreement, dated as of [___], 2021 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereofcollectively, the “Registration Rights AgreementPurchasers”), by and among Xxxxxx GroupVentuers III, Inc. and certain stockholders party theretoLP, I, ____________________as agent for the Purchasers (in such capacity, the spouse of ___________________________, who is a party to the Registration Rights Agreement, do hereby join with my spouse “Agent”). All capitalized terms used in executing the foregoing Registration Rights this Agreement and do hereby agree to be bound by all of the terms and provisions thereof, in consideration of [Transfer][acquisition] of Registrable Securities and all other interests I may have in the shares and securities subject thereto, whether the interest may be pursuant to community property laws or similar laws relating to marital property in effect in the state or province of my or our residence as of the date of signing this consent. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms same meanings herein as in the Registration Rights Purchase Agreement. Dated The New Subsidiary hereby (a) agrees to become a “Company” under, and does hereby join and become a party to the Purchase Agreement as a Company, (b) expressly assumes, and agrees to perform and observe, each and every one of the covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities of a Company (other than KiOR) under the Purchase Agreement (including, without limitation, guaranteeing the payment and performance of the Secured Obligations as provided in Section 12.1 of the Purchase Agreement), and (c) accepts and assumes any liability of a Company (other than KiOR) related to each representation, warranty, covenant or obligation made by a Company (other than KiOR) in the Purchase Agreement, and hereby expressly affirms, as of _______ __the date hereof, ____ each of such representations, warranties, covenants and obligations, in each case, as if it was an original signatory thereto. The New Subsidiary hereby grants, as and to the same extent as provided in the Purchase Agreement, to the Agent, for the benefit of Agent and the Purchasers, a continuing security interest in the Collateral (Signature as such term is defined in Section 2 of Spousethe Purchase Agreement) of such New Subsidiary. The New Subsidiary shall, on or prior to the date hereof, deliver a Collateral Information Certificate covering substantially the same matters as covered in the certificate delivered by the Company pursuant to Section 4.12 of the Purchase Agreement. From and after the date of this Agreement, all references to the term “Company” in the Purchase Agreement shall be deemed to be a reference to, and shall include, the New Subsidiary. This Agreement shall be effective as of the date first set forth above and is subject to the condition precedent that the Agreement shall be duly executed and delivered by each of the Agent and the New Subsidiary. This Agreement may be executed in counterparts which, when taken together, shall constitute an original. Delivery of an executed counterpart of this Agreement by facsimile or electronic transmission (Print Name including .pdf format via electronic mail) shall be equally effective as delivery of Spouse)a manually executed counterpart. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction. This Agreement shall constitute a Transaction Document under the Purchase Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Kior Inc)

FORM OF JOINDER AGREEMENT. The undersigned is executing and delivering hereby agrees, effective as of the date of this Joinder Agreement pursuant Agreement, to become a party to that certain Registration Rights Third Amended and Restated Stockholders’ Agreement (the “Stockholders’ Agreement, ”) dated as of [___]February 10, 2021 and as may be further amended and/or restated from time to time by and among Sprout Foods, Inc. (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Registration Rights AgreementCompany”), by and among Xxxxxx Groupthe other parties named therein, Inc. and certain stockholders party theretoincluding the Call Option Terms (as defined in the Stockholders’ Agreement) as a Call Option Grantor (as defined in the Stockholders’ Agreement). Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Registration Rights Stockholders’ Agreement. By executing and delivering this Joinder Agreement to the Registration Rights Agreement, the undersigned hereby adopts and approves the Registration Rights Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming a [Transferee of Registrable Securities] and [a Principal Stockholder][a Holder], to be bound by and comply with the provisions of, the Registration Rights Agreement, including Section 2.12 therein, in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement. [Describe partial transfer of registration rights, if applicable.] The undersigned acknowledges and agrees that Article III (a) the Equity Equivalent issued or Transferred to the undersigned shall continue to be subject to the Stockholders’ Agreement, including the Call Option Terms, (b) as to such Equity Equivalents the undersigned shall be bound by the restrictions of the Registration Rights Agreement is incorporated herein by referenceStockholders’ Agreement, mutatis mutandis. Accordinglyincluding the Call Option Terms, and shall take such other actions and execute such other documents as the Company reasonably requests, and (c) for all purposes of the Stockholders’ Agreement, the undersigned has executed shall be included within the term “Stockholder” and delivered this Joinder Agreement as for all purposes of the day of , . (Signature of [Transferee][New Holder]) (Print Name of [Transferee][New Holder]) Address: Annex A Telephone: Facsimile: Email: AGREED AND ACCEPTED as of the ____ day of ____________, _____. XXXXXX GROUP, INC. By: Name: Title: PAMPLONA CAPITAL PARTNERS V, L.P. By: By: Name: Title: Annex B FORM OF SPOUSAL CONSENT In consideration of the execution of that certain Registration Rights Agreement, dated as of [___], 2021 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereofCall Option Terms, the undersigned shall be included within the term Registration Rights AgreementCall Option Grantor), by and among Xxxxxx Group, Inc. and certain stockholders party thereto, I, . Date: __________________ ___, the spouse of 20____________________________ STOCKHOLDER: Print Name: (Note: If the Stockholder is an entity, who print entity name.) Sign Name: Print Title: (Note: If the Stockholder is a party an entity, print signatory title. If the Stockholder is an individual, leave this line blank.) Address: Email: Facsimile No: EXHIBIT A CALL OPTION TERMS These call option terms (these “Call Option Terms”) are incorporated by reference into, and made an integral part of, the Third Amended and Restated Stockholders’ Agreement to which these Call Option Terms are attached (the Registration Rights Agreement, do hereby join with my spouse in executing the foregoing Registration Rights Agreement and do hereby agree to be bound by all of the terms and provisions thereof, in consideration of [Transfer][acquisition] of Registrable Securities and all other interests I may have in the shares and securities subject thereto, whether the interest may be pursuant to community property laws or similar laws relating to marital property in effect in the state or province of my or our residence as of the date of signing this consent”). Capitalized All capitalized terms used but not defined herein on this Exhibit A shall have the meaning ascribed given to such terms them in the Registration Rights Agreement. Dated Each Stockholder other than Neptune is sometimes referred to herein as of _______ __, ____ (Signature of Spouse) (Print Name of Spouse)a “Grantor”. MSEC is sometimes referred to herein as the “Grantors’ Representative”.

Appears in 1 contract

Samples: Stockholders’ Agreement (Neptune Wellness Solutions Inc.)

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