Exhibit 10.1(j)
JOINDER AGREEMENT
This JOINDER AGREEMENT is made and entered into as of the ___ day of
December, 1995, by and between Xxxxxxx Xxxxx ("Xxxxx"), Xxxxxx X. Xxxxx
("Xxxxx") and Xxxxxx X. Xxxxxxxx ("Xxxxxxxx").
R E C I T A L S :
X. Xxxxx and Xxxxxxxx are shareholders, officers and directors of The
Xxxxxx Group, Inc., a Delaware corporation ("Xxxxxx").
X. Xxxxx is acquiring 11,042 shares of common stock of Xxxxxx pursuant to
a Stock Purchase Agreement of even date herewith, and has requested that, if
either Xxxxx or Xxxxxxxx, or both, (individually a "Selling Shareholder" and
collectively, "Selling Shareholders") sell all or any portion of their
stockholdings, Xxxxx has the right to be included in such transaction on the
same terms and conditions as those given the Selling Shareholder or Selling
Shareholders, as the case may be.
A G R E E M E N T :
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and as an inducement for Xxxxx to
enter into the Stock Purchase Agreement, the parties agree as follows:
1. Right to Join in Sale. If one or both of the Selling Shareholders
enters into a transaction for the sale of all or any portion of their Xxxxxx
common stock in any transaction or series of transactions, then Xxxxx shall have
the right (the "Joinder Right") to join in such transaction on the same terms
and conditions as those given such Selling Shareholder. The Joinder Right shall
apply in a given transaction with respect to (and Xxxxx shall have the right to
sell in such transaction) a proportion of Xxxxx' shares that corresponds to the
proportion of the Selling Shareholder's shares (or in the case that both Selling
Shareholders are selling shares into the transaction, a proportion of Xxxxx'
shares that corresponds to the proportion of the Selling Shareholders' combined
shares) that are the subject of the transaction (taking Xxxxx' shares to be sold
in the transaction into consideration in determining the proportion of the
Selling Shareholder's shares to be sold). For example, if Xxxxxxxx enters into a
transaction in which Xxxxxxxx is to sell a portion of his shares, then Xxxxx
shall have the right to join in the transaction as to a proportion of Xxxxx'
shares equal to the proportion of Xxxxxxxx'x shares sold in the transaction. For
further example, if Xxxxx and Xxxxxxxx enter into a transaction to sell shares,
then Xxxxx also shall have the right to join in the transaction as to a
proportion of Xxxxx' equal to the proportion of Xxxxxxxx'x and Joyce's combined
shares sold in the transaction.
2. Exercise of Right. A Selling Shareholder shall notify Xxxxx in
writing at least 10 days prior to closing of any transaction in which Xxxxx may
exercise the Joinder Right. Xxxxx may exercise the Joinder Right with respect to
the transaction up until 3 days prior to the closing of the transaction by
notifying the Selling Shareholder in writing of his intention to sell his shares
as a part of the transaction. The terms and conditions of any such transaction
will be as determined by the Selling Shareholder in his sole discretion, and
Xxxxx' Joinder Right to participate in the transaction shall be limited to the
right to join in the transaction (as to Xxxxx' respective pro-rata share of
stock) on the same terms and conditions as such terms and conditions may be
determined by the Selling Shareholder.
3. Rights Non-Transferable. Xxxxx' rights under this agreement may
not be assigned, except to an entity that is controlled by Xxxxx and that
acquires the shares purchased by Xxxxx under the Stock Purchase Agreement.
4. Notices. Notices to Xxxxx or any permitted assignee under this
Agreement shall be sufficiently given if delivered in person or sent by
registered mail, postage prepaid, addressed as follows:
Xxxxxxx Xxxxx
c/o Affinity Group, Inc.
0000 Xxxxx Xxx Xxx Xxxxx
Xxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties hereto have executed this Joinder
Agreement as of the ___ day of December, 1995.
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Xxxxxxx Xxxxx
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Xxxxxx X. Xxxxx Xxxxxx X. Xxxxxxxx
