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EXHIBIT 10.3
STOCKHOLDER JOINDER AGREEMENT
THIS STOCKHOLDER JOINDER AGREEMENT (this "Agreement") is made and
entered into as of January 12, 2001, by and among KNOLOGY, INC., a Delaware
corporation (the "Company"), and the stockholders thereof whose signatures
appear below (the "New Stockholders").
Premises
Pursuant to the Series C Preferred Stock Purchase Agreement, dated as
of January 12, 2001 (the "Purchase Agreement"), by and among the Company and the
New Stockholders, each of the New Stockholders has become a stockholder of the
Company and as such desires to derive the benefits and burdens associated with
being a stockholder of the Company.
The Company is party to a Stockholders Agreement, dated as of February
7, 2000, as amended as of the date hereof (as the same may hereafter be amended
from time to time, the "Stockholders Agreement"), with certain of the Company's
existing stockholders ("Existing Stockholders") governing certain rights and
obligations of the Existing Stockholders as stockholders of the Company. It is a
condition to the obligation of the parties under the Purchase Agreement that the
Company and each of the New Stockholders execute this Agreement evidencing each
such New Stockholder's agreement to be bound by the terms of the Stockholders
Agreement. Capitalized terms used and not otherwise defined herein shall have
the respective meanings ascribed thereto in the Stockholders Agreement.
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 each New Stockholder hereby agree as
follows:
1. From and after the issuance of the shares of the Series C
Preferred Stock, par value $0.01 per share, of the Company (the "Series C
Preferred") pursuant to the Purchase Agreement, by virtue of each such New
Stockholder's execution of this Agreement, (i) each of the New Stockholders
shall, without any further action on the part of the Company or any of the
Existing Stockholders or other New Stockholders, become party to the
Stockholders Agreement subject to and bound by, and entitled to the benefits of,
all the terms and conditions of the Stockholders Agreement applicable to an
Investor, (ii) the shares of Series C Preferred received by the New Stockholders
pursuant to the Purchase Agreement shall be "Investor Stock" for all purposes
under the Stockholders Agreement, and (iii) each of the New Stockholders shall
be an "Other Investor" for all purposes under the Stockholders Agreement.
2. A legend in substantially the form required by Section 6.02 of
the Stockholders Agreement shall appear on each certificate representing shares
of Series C Preferred Stock issued to the New Stockholders pursuant to the
Purchase Agreement.
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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.
KNOLOGY, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
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NEW STOCKHOLDERS:
/s/ Xxxxxxxxx Xxxxxxxx
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Name: Xxxxxxxxx Xxxxxxxx
Title: Senior Vice President
Company: ITC Telecom Ventures, Inc.
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NEW STOCKHOLDERS:
/s/ Xxxxx McL. Xxxxxxx
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Name: Xxxxx McL. Xxxxxxx
Title: Executive Vice President
Company: PNC Ventures Corp
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NEW STOCKHOLDERS:
/s/ Xxxxx McL. Xxxxxxx
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Name: Xxxxx McL. Xxxxxxx
Title: General Partner
Company: Wood Street Partners III
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THE BURTON PARTNERSHIP (QP),
LIMITED PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: General Partner
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NEW STOCKHOLDERS:
KITTY HAWK CAPITAL LIMITED PARTNERSHIP, IV
By: Kitty Hawk Partners, LLC IV,
General Partner
By: /s/ Xxxxxx X. Xxxxxxxxxx, Xx.
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Name: Xxxxxx X. Xxxxxxxxxx, Xx.
Title: Managing Member
Company:
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NEW STOCKHOLDERS:
/s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxxxxx
Title: Owner
Company: Tarpon Investments, L.L.C.
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NEW STOCKHOLDERS:
/s/ N. Xxxx Xxxxxxx, Jr.
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Name: N. Xxxx Xxxxxxx, Jr.
Title: President
Company: Quantum Capital Partners, Inc.
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NEW STOCKHOLDERS:
/s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title:
Company:
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FIRST UNION CAPITAL PARTNERS 2001, L.L.C.
/s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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NEW STOCKHOLDERS:
/s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. Xxxxxxx
Title: Clerk, Assistant Treasurer
Company: CT Communications Northeast, Inc.
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