REGISTRATION RIGHTS AGREEMENT JOINDER AGREEMENT
EXHIBIT
4.2
REGISTRATION RIGHTS AGREEMENT
JOINDER AGREEMENT
JOINDER AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT JOINDER AGREEMENT (this “Agreement”) is entered
into, as of [___], by and among Franklin Bank Corp. (the “Company”), and [___] (the
“New Holder”).
WHEREAS, the Company and Xxxxxxx & Co., Inc. (“Xxxxxxx & Co.”) are parties to a Stock
Option Agreement, dated as of November 4, 2002 (the “Stock Option Agreement”), pursuant to
which the Company granted to Xxxxxxx & Co. an irrevocable, ten-year option (the “Option”)
to purchase 570,000 shares of common stock (formerly classified as Class A common Stock), par value
$.01 per share, of the Company (the “Option Shares”) at a purchase price of $10,00 per
share;
WHEREAS, pursuant to purchase and repurchase agreements, dated as of January 2, 2003 between,
(i) for purchase agreements, Xxxxxxx & Co. and the purchasers listed in ANNEX I hereto (the
“New Holders”), and (ii) for repurchase agreements, Xxxxx X. Xxxxxxx and the New Holders
(with the exception of Xxxxx. X. Xxxxxxx) (collectively, the “Transfer Agreements”), and in
accordance with Section 9(f) of the Stock Option Agreement, Xxxxxxx & Co. transferred, on June 10,
2003, a portion of the Option representing 552,900 Option Shares in the aggregate to the New
Holders in the amounts set forth in ANNEX I (the New Holder’s amount is hereinafter referred to as
the “New Option” and “New Option Shares,” respectively, and collectively, as the
“New Securities”);
WHEREAS, the Company is a party to a Registration Rights Agreement, dated as of November 4,
2002, with Friedman, Billings, Xxxxxx & Co., Inc. (“FBR”) for the benefit of FBR and purchasers of
shares of the Company’s common stock (formerly classified as Class A. common stock) in a 2002
private offering by the Company of 8,000,000 shares of such stock, and their respective direct and
indirect transferees (the “Registration Rights Agreement”);
WHEREAS, the Company is required under the Registration Rights Agreement to file with the
Securities and Exchange Commission (“SEC”) a registration statement (the “Shelf
Registration Statement”) relating to the resale from time to time by holders thereof of shares
of common stock of the Company covered by Registration Rights Agreement that were not registered
under and distributed pursuant to the registration statement relating to the Company’s 2003 initial
public offering;
WHEREAS, the Company, having considered the intent of the relevant parties at the time the
Stock Option Agreement and the Registration Rights Agreement were entered into, the effect that the
inclusion of the Option Shares in the Shelf Registration Statement might have on the trading price
of its common stock and on the perception of the Company among its public investors, the
contribution that Xxxxxxx & Co. and the New Holders have made to the Company, the additional cost
involved in including the Option Shares in the Shelf Registration Statements, and the agreement of
Xxxxxxx & Co. and the New Holders not to transfer the Option and the Option Shares except as set
forth in this Agreement, has agreed to include the Option Shares in the Shelf Registration
Statement and, in connection therewith, to extend to Xxxxxxx &. Co. and the New Holders the
benefits of the Registration Rights Agreement (subject to compliance with the terms and conditions
thereof) with respect to such shares;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby agree as follows:
1. Registration Rights Agreement Joinder. The parties hereby agree that, with respect
to the New Option Shares, upon execution hereof, the New Holder shall be entitled to all the rights
and benefits, and be subject to all the covenants, terms, conditions and limitations, of a Holder
under (and as defined in) the Registration Rights Agreement, and shall be treated for all purposes
as a Holder thereunder, and the New Option Shares shall be treated for all purposes as Registration
Shares thereunder; provider, however, that Section 4(a)(iii) of the Registration
Rights Agreement shall not apply with respect to the Option Shares.
2. Transfers. The New Holder hereby agrees that it shall not, without the prior
written consent of the Company (and subject to the provisions of the Stock Option Agreement,
including without limitation Section 9(f) thereof), sell, transfer, pledge, hypothecate or
otherwise dispose of any of the New Securities, except (i) pursuant to the repurchase provisions of
the applicable Transfer Agreement, or (ii) in the case of the New Option Shares pursuant to a
Registration Statement filed pursuant to the Registration Rights Agreement.
3. Representations and Warranties. The New Holder hereby confirms that, as of the date
of the transfer of the New Securities to such New Holder pursuant to the applicable Transfer
Agreement: (i) such New Holder purchased the New Securities for his, her or its own account, for
investment only and not with a view to distribution thereof; (ii) the New Holder had access to
information regarding the Company and the New Securities of a character similar to that which would
be disclosed in a registration statement filed with the SEC, (iii) the New Holder had such
knowledge and experience in financial and business matters that he, she or it was capable of
evaluating the merits and risks, and he, she or it was able to bear the economic risk, of an
investment in the New Securities; and (iv) the New Holder was an employee, officer, director,
member, partner, stockholder or other equity interest holder of Xxxxxxx & Co. or its “affiliates”
(defined as any person or entity who controls, is controlled by, or is under common control with,
Xxxxxxx & Co.).
4. Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above
written.
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