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Exhibit 10.8
JOINDER TO
STOCKHOLDERS AGREEMENT
THIS JOINDER to the Stockholders Agreement, dated as of June 16,
1997 by and among Plainwell Holding Company, a Delaware corporation (the
"Company"), and certain stockholders of the Company (the "Agreement"), is made
and entered into as of January 31, 1998 by and between the Company and 399
Venture Partners, Inc., a New York corporation ("Holder"). Capitalized terms
used herein but not otherwise defined shall have the meanings set forth in the
Agreement.
WHEREAS, Holder has acquired certain shares of Common Stock ("Holder
Stock"), and the Agreement and the Company requires Holder, as a holder of
Common Stock, to become a party to the Agreement, and Holder agrees to do so in
accordance with the terms hereof.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Joinder hereby agree as
follows:
1. Agreement to be Bound. Holder hereby agrees that upon execution
of this Joinder, it shall become a party to the Agreement and shall be fully
bound by, and subject to, all of the covenants, terms and conditions of the
Agreement as though an original party thereto and shall be deemed a Stockholder
for all purposes thereof. In addition, Holder hereby agrees that all Common
Stock held by Holder shall be deemed Stockholder Shares for all purposes of the
Agreement
2. Successors and Assigns. Except as otherwise provided herein, this
Joinder shall bind and inure to the benefit of and be enforceable by the Company
and its successors and assigns and Holder and any subsequent holders of Holder
Stock and the respective successors and assigns of each of them, so long as they
hold any shares of Holder Stock.
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. Notices. For purposes of Section 17 of the Agreement, all
notices, demands or other communications to the Holder shall be directed to:
399 Venture Partners, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attn: Xxxx X. Xxxxx
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with a copy (which shall not constitute notice) to:
Xxxxxxxx & Xxxxx
Citicorp Center
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile No.: (000) 000-0000
Attn: Xxxx X. Xxxxx, Esq.
5. Governing Law. The corporate law of Delaware shall govern all
issues concerning the relative rights of the Company and its stockholders. All
other questions concerning the construction, validity and interpretation of this
Joinder shall be governed by and construed in accordance with the domestic laws
of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York.
6. Descriptive Headings. The descriptive headings of this Joinder
are inserted for convenience only and do not constitute a part of this Joinder.
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IN WITNESS WHEREOF, the parties hereto have executed this Joinder as
of the date first above written.
PLAINWELL HOLDING COMPANY
By:
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Name:
Title:
399 VENTURE PARTNERS, INC.
By:
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Name:
Title:
