EXHIBIT 10.11.4
REGISTRATION RIGHTS JOINDER AGREEMENT
THIS JOINDER AGREEMENT (this "Agreement") is made and entered into as of March
31, 1998, by and among ACSYS, Inc., a Georgia corporation (the "Company"), and
the shareholders thereof whose signature appears below (the "New Shareholders").
Premises
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The New Shareholders are shareholders of the Company and as such desire
to derive the benefits and burdens associated with being a shareholder of the
Company.
The Company is party to an Amended and Restated Registration Rights
Agreement, dated as of September 3, 1997 (as the same may be further amended
from time to time, the "Registration Rights Agreement"), with the Company's
existing shareholders ("Existing Shareholders") governing certain rights and
obligations of the Existing Shareholders as shareholders of the Company, a copy
of which has been delivered to the New Shareholders and is attached hereto.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the New Shareholder hereby agree as
follows:
1. The Company and the New Shareholders agrees that, from and after
the purchase of the Company's common stock, no par value per share (the "Company
Common Stock"), by virtue of such New Shareholder's execution of this Agreement,
(i) each of the New Shareholders shall, without any further action on the part
of the Company or either of the New Shareholders, become parties to the
Registration Rights Agreement subject to and bound by all the terms and
provisions of the Registration Rights Agreement, (ii) the shares of Company
Common Stock received by the New Shareholders in such purchase shall be "Merger
Shares" for all purposes under the Registration Rights Agreement, and (iii) each
of the New Shareholders shall be a "Shareholder" for purposes of the
Registration Rights Agreement.
2. A legend in substantially the form required by Section 3.2 of the
Registration Rights Agreement shall appear on each certificate representing
shares of Company Common Stock issued to the New Shareholders pursuant to the
purchase of Company Common Stock.
IN WITNESS WHEREOF, each of the parties hereto has executed or caused
this Agreement to be executed by its duly authorized representative as an
agreement under seal as of the date first above written.
ACSYS, INC.
By: /s/ Xxxxxxx Xxxx, Xx.
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Name: Xxxxxxx Xxxx, Xx.
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Title: Chief Executive Officer
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NEW SHAREHOLDERS:
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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