JOINDER TO REGISTRATION AGREEMENT
Exhibit 10.3
JOINDER TO REGISTRATION AGREEMENT
THIS JOINDER TO REGISTRATION AGREEMENT (this “Joinder”) is executed as of , 2004, by and among Commercial Vehicle Group, Inc., a Delaware corporation (the “Company”), and the Persons listed on Schedule A attached hereto (the “New Investors”).
WHEREAS, the Company, Xxxx Xxxxxxxxxxx, X0X Partners VII and certain other stockholders of the Company are party to that certain Registration Agreement, dated as of October 5, 2000, as amended (the “Registration Agreement”). Capitalized terms used but not defined herein have the meaning given to them in the Registration Agreement.
WHEREAS, the New Investors have acquired shares or rights to acquire shares in the Company, in connection with, among other things, that certain Agreement and Plan of Merger, dated even herewith, by and between the Company, Trim Merger Co., and Trim Systems, Inc.
WHEREAS, the Company desires to provide the New Investors rights under the Registration Agreement as set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Joinder. The parties hereto agree that, by and upon execution of this Joinder, each New Investor shall be a party to the Registration Agreement, (ii) shall be an “Investor” (as such term is defined in the Registration Agreement) and (iii) shall be entitled to the rights and benefits and subject to the duties and obligations of an Investor thereunder, as fully as if such New Investor had been an original signatory thereto in such capacity.
2. Continuing Effect. Other than as modified in accordance with the foregoing provisions, the remaining terms of the Registration Agreement remain in full force and effect.
3. Counterparts. This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.
4. Governing Law. All questions concerning the construction, validity and interpretation of this Joinder shall be governed by and construed in accordance with the internal laws, and not the law of conflicts, of Delaware.
5. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
* * * * *
IN WITNESS WHEREOF, this Joinder has been entered into as of the date first above written.
| XXXXXXX HOLDING, INC. | ||||
| By: | ||||
| Name: | ||||
| Its: | ||||
| ONEX DHC LLC | ||||
| By: | ||||
| Name: | ||||
| Its: | ||||
| TRIM SYSTEMS EXECUTIVE INVESTCO LLC | ||||
| By: | ||||
| Name: | ||||
| Its: | ||||
| TRIM SYSTEMS EXECUTIVE INVESTCO II LLC | ||||
| By: | ||||
| Name: | ||||
| Its: | ||||
[Continuation of signature page to Joinder to Registration Agreement]
| ASC INCORPORATED | ||||
| By: | ||||
| Name: | ||||
| Its: | ||||
| AMON CANADIAN INVESTMENTS, LTD. | ||||
| By: | ||||
| Name: | ||||
| Its: | ||||
| MHON CANADIAN INVESTMENTS, LTD | ||||
| By: | ||||
| Name: | ||||
| Its: | ||||
| J2R PARTNERS II | ||||
| By: | ||||
| Name: | ||||
| Its: | ||||
| Xxxxx X. Xxxxxxx | ||||
| Xxxxxx X. Xxxxxxx | ||||
| Xxxxxx X. Xxxxx | ||||
[Continuation of signature page to Joinder to Registration Agreement]
| Xxxx X. Xxxx | ||||
| Xxxxxxx Xxxxxxxxxxx | ||||
| Xxxxx X. Xxxxx | ||||
| Xxx Xxxxxxx | ||||
| Xxxxx Xxxxx | ||||
| Xxxx Xxxxxxxx | ||||
| Xxxx Xxxxx | ||||
| Xxxxxxx Xxxxxx | ||||
| Xxxxxx X. Xxxxxxxx | ||||
| Xxxxxx Xxxxxxx | ||||
| Xxxxxx Xxxx | ||||
| Xxxxxxx X. Xxxxx | ||||
| Xxxxx Xxxxxxxx | ||||
| Xxxxx Xxxxxxxx | ||||
| Xxxxx Xxxxx | ||||
| Xxxxxxx X. Xxxxx | ||||
Schedule A
ONEX DHC LLC
TRIM SYSTEMS EXECUTIVE INVESTCO LLC
TRIM SYSTEMS EXECUTIVE INVESTCO II LLC
AMON CANADIAN INVESTMENTS, LTD.
MHON CANADIAN INVESTMENTS, LTD
J2R PARTNERS II
ASC INCORPORATED
Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx
Xxxx X. Xxxx
Xxxxxxx Xxxxxxxxxxx
Xxxxx X. Xxxxx
Xxx Xxxxxxx
Xxxxx Xxxxx
Xxxx Xxxxxxxx
Xxxx Xxxxx
Xxxxxxx Xxxxxx
Xxxxxx X. Xxxxxxxx
Xxxxxx Xxxxxxx
Xxxxxx Xxxx
Xxxxxxx X. Xxxxx
Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
Xxxxx Xxxxx
Xxxxxxx X. Xxxxx
