JOINDER AGREEMENT
THIS JOINDER AGREEMENT is made and entered into by the undersigned with
reference to the following facts:
A. I am acquiring simultaneously with the execution of this Joinder
Agreement 1,000,000 shares of Series B Preferred Stock and 1,000,000 shares of
Common Stock (the "Shares") of XXXXXXX HOLDINGS INC., a Delaware corporation
(the "Company"); and
B. As a condition to the acquisition of the Shares I have agreed to join in
a stockholders agreement dated as of November 26, 1997 (the "Stockholders
Agreement"), a copy of which has been furnished to me, among the Company, the
Management Investors and the Non-Management Investors party thereto.
I therefore agree as follows:
1. I hereby join in the Stockholders Agreement and agree to be bound by all
of the terms and provisions thereof as though I were an original party thereto
and were included in the definition of Non-Management Investor, as used therein.
2. I hereby consent that the certificate or certificates to be issued to me
representing the Shares shall bear the following legend in addition to any other
legend:
"THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE, OR OTHER DISPOSITION
OF THE SHARES EVIDENCED BY THIS CERTIFICATE, OR ANY INTEREST IN SUCH
SHARES, IS RESTRICTED BY THE TERMS OF THE STOCKHOLDERS AGREEMENT DATED AS
OF NOVEMBER 26, 1997, TO WHICH THE COMPANY IS A PARTY, COPIES OF WHICH ARE
ON FILE AT THE OFFICES OF THE COMPANY AND MAY BE OBTAINED ON REQUEST."
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IN WITNESS WHEREOF, the undersigned has executed this agreement this 20th
day of February, 1998.
CO-INVESTMENT PARTNERS, L.P.
By: CIP Partners, LLC,
its general partner
By: /s/ Xxxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxxx X. Xxxxxxx
Title: Member
