JOINDER AGREEMENT
Exhibit
7.11
THIS
JOINDER AGREEMENT
(the “Joinder Agreement”) is made and entered into by
each of the DAMAS II CHARITABLE REMAINDER UNITRUST U/A/D DECEMBER 13,
2007 (the “Damas Trust”) and THE PERRY
2007 IRREVOCABLE TRUST U/A/D DECEMBER 13, 2007 (the “Perry
Trust” and collectively with the Damas Trust, the
“Joinder Parties”) so that they may join in and become
bound and obligated by the terms of that certain Support Agreement dated
October
22, 2007 (the “Agreement”) by and among those parties
identified on the signature page attached thereto. Capitalized terms
not otherwise defined in this Joinder Agreement shall have the same meanings
as
set forth in the Agreement.
WHEREAS,
Xxxxxx X. Xxxxx, Xx. has made
a Permitted Transfer of 700,000 shares to the Damas Trust in a transaction
which
is a Permitted Transfer as contemplated under clause (a) of the second sentence
of Section 2(b) of the Agreement (the “Xxxxx Transfer”);
and
WHEREAS,
Xxx X. Xxxxx has made a
Permitted Transfer of 50,000 shares to the Perry Trust in a transaction which
is
a Permitted Transfer as contemplated under clause (a) of the second sentence
of
Section 2(b) of the Agreement (the “Perry Transfer”);
and
WHEREAS,
the Joinder Parties are
executing this Agreement in order to cause the Xxxxx Transfer and the Perry
Transfer to qualify as a Permitted Transfer under such terms of the Agreement;
and
WHEREAS,
the Joinder Parties desire to
be bound by and enjoy the benefits of the Agreement.
NOW,
THEREFORE, in consideration of the
premises and mutual covenants and agreements contained herein, the parties
hereto agree as follows:
1. Joinder. The
Joinder Parties shall be deemed a Party to, and subject to any and all rights
and obligations that a Shareholder Party has with respect to and under, the
Agreement, and each of the Joinder Parties shall be bound by the terms
thereby.
2. Representations
and Warranties. Each of the Joinder Parties hereby represents and
warrants that each of the representations and warranties contained in Article
III (Representations and Warranties of the Parties) of the Agreement applicable
to it is true and correct on and as of the date hereof as if made on and
as of
such date.
3. Effect
of Agreement. The Agreement remains in full force and effect and
enforceable in accordance with its terms. All of the terms of the
Agreement are incorporated herein by reference and made a part
hereof.
4. Counterparts. The
Parties hereto may execute this Agreement in one or more counterparts, each
of
which constitutes an original copy of this Joinder Agreement, and all of
which
collectively constitute only one agreement. This signatures of all of
the Parties hereto need not appear on the same counterpart.
[Signature
Page Attached]
IN
WITNESS WHEREOF, the parties have
caused this Agreement to be duly executed as of the date first above
written.
JOINDER
PARTIES:
DAMAS
II CHARITABLE
REMAINDER
UNITRUST
U/A/D
DECEMBER 13, 2007
By: /s/
Xxxxxx Xxxx
Name: Xxxxxx
Xxxx
Title:
Trustee
PERRY
2007
IRREVOCABLE TRUST
U/A/D
DECEMBER 13,
2007
By: /s/
Xxxxxxx Xxxxxxx Xxxxx
Name: Xxxxxxx
Xxxxxxx Perry
Title:
Trustee
