EXHIBIT VII
JOINDER AGREEMENT
This Joinder Agreement dated as January 12, 1998, is being entered into
with respect to the Registration Rights Agreement dated as of October 15, 1997
(as modified and supplemented and in effect from time to time, the "Registration
Rights Agreement") among Xxxxxx Industries, Inc., a Delaware corporation (the
"Company"), and each of the Purchasers party thereto (the "Purchasers"). Terms
used but not defined herein have the respective meanings given to such terms in
the Registration Rights Agreement.
This Joinder Agreement is being entered into in connection with a
Securities Purchase and Exchange Agreement (the "Purchase Agreement") dated
January 12, 1998, between the Company, the Purchasers, Somerset Capital
Partners, a New York general partnership, and White Owl Investors, L.L.C., a
Delaware limited liability company (the "Additional Purchasers"), providing for
the issuance by the Company to the Purchasers and the Additional Purchaser of an
aggregate of 15,000,000 shares of Common Stock, par value $.01 per share, of the
Company, upon the terms and subject to the conditions set forth therein. It is a
condition precedent to the obligations of the Purchasers and the Additional
Purchasers to consummate the transactions contemplated by the Purchase Agreement
that the Company, the Purchasers and the Additional Purchasers enter into this
Agreement.
The Additional Purchasers have on the date hereof purchased 11,000,000
shares of Common Stock of the Company. The Additional Purchasers wish to be made
a party to the Registration Rights Agreement, and to be entitled to the benefits
of and be bound by the terms and conditions of the Registration Rights Agreement
as "Purchasers" thereunder, and the Company and the other Purchasers are willing
to admit the Additional Purchasers as parties to the Registration Rights
Agreement. Accordingly, the undersigned hereby agree that, upon the execution
and delivery of this Joinder Agreement:
1. a counterpart of this Joinder Agreement may be attached to any
counterpart of the Registration Rights Agreement;
2. the Additional Purchasers shall become Purchaser (as such term
is used in the Registration Rights Agreement) parties to the
Registration Rights Agreement (with all of the rights and obligations of
Purchasers thereunder) as if such Additional Purchasers were signatories
thereto;
3. for the purposes of Section 6 of the Registration Rights
Agreement, the addresses for notices of the Additional Purchasers are as
set forth in the Purchase Agreement;
4. Clause (i) of the definition of "Registrable Securities" set
forth in the Registration Rights Agreement is hereby amended to include
any shares of Common Stock issued pursuant to the Purchase Agreement;
Page 51 of 86 Pages
5. this Joinder Agreement shall be governed by and construed in
accordance with the law of the State of New York.
IN WITNESS WHEREOF, the undersigned have caused this Joinder
Agreement to be duly executed as of the day and year first above written.
XXXXXX INDUSTRIES, INC.
By:/s/ XXXXXX X. XXXXXX
_____________________________________
Name: Xxxxxx X. Xxxxxx
Title: President
PURCHASERS:
WHITE OWL CAPITAL PARTNERS
By: /s/ XXXXXXX X. XXXXXXX
_____________________________________
Xxxxxxx X. Xxxxxxx, General Partner
/s/ XXXXXX XXXXXX
_________________________________________
Xxxxxx Xxxxxx
/s/ ANTONY X. X. XXXXX
_________________________________________
Antony X. X. Xxxxx
/s/ XXXX XXXXXXX
_________________________________________
Xxxx Xxxxxxx
SOMERSET CAPITAL PARTNERS
By: /s/ XXXXXXX X. XXXXXXX
_____________________________________
Xxxxxxx X. Xxxxxxx, General Partner
WHITE OWL INVESTORS, L.L.C., by White
Owl Capital Partners, its Managing Member
By: /s/ XXXXXXX X. XXXXXXX
_____________________________________
Xxxxxxx X. Xxxxxxx, General Partner
Page 52 of 86 Pages
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