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EXHIBIT 4.1
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;
5. this Joinder Agreement shall be governed by and
construed in accordance with the law of the State of New York.
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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:
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Name: Xxxxxx X. Xxxxxx
Title: President
PURCHASERS: WHITE OWL CAPITAL
PARTNERS
By:
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Xxxxxxx X. Xxxxxxx, General
Partner
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Xxxxxx Xxxxxx
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Antony X. X. Xxxxx
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Xxxx Xxxxxxx
SOMERSET CAPITAL PARTNERS
By:
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Xxxxxxx X. Xxxxxxx, General
Partner
WHITE OWL INVESTORS, L.L.C., by
White Owl Capital Partners, its
Managing Member
By:
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Xxxxxxx X. Xxxxxxx, General
Partner
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