Joinder Agreement—Registration Rights Agreement
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Joinder Agreement—Registration Rights Agreement
TSG
Holdings Corp.
00000 XxXxxxxxx Xxxx
Xxxxx 000
Xxxx Xxxxxx, XX 00000-0000
Attn: President
Gentlemen:
In consideration of the issuance to the undersigned of the shares of Common Stock, par value $0.001 per share (the "Common Stock"), and the shares of Series A 10% Cumulative Compounding Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of TSG Holdings Corp., a Delaware corporation (the "Company"), set out below, each of the Company and the undersigned agrees that, as of the date written below, the undersigned shall (i) become a party to that certain Registration Rights Agreement, dated as of August 21, 2003 (the "Agreement"), by and among the Company, Bruckmann, Xxxxxx, Xxxxxxxx & Co. II, L.P., a Delaware limited partnership, ING Xxxxxx Xxxx Investors III L.P., a Delaware limited partnership, ING Barings Global Leveraged Equity Plan Ltd., a Bermuda corporation, ING Barings U.S. Leveraged Equity Plan LLC, a Delaware limited liability company, and the individuals designated as Management Investors on the signature pages thereto, and (ii) shall be fully bound by, and subject to, the provisions of the Agreement that are applicable to the Management Investors (as defined in the Agreement) as though an original party thereto and shall be deemed a Management Investor for all purposes thereof.
Executed as of the 25th day of May, 2004.
| Name: | Xxxxxxxxxxx X. Xxxxxx | Name: | Xxxx Xxxx | |||
Address: |
00 Xxxxxxxx Xxxxxx Xxxxxxxx, XX 00000 |
Address: |
0000 Xxxxxxxxxxxxx Xx. Xxxxxx, XX 00000 |
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| Number of Shares of Common Stock: 36,859.812 Shares | Number of Shares of Common Stock: 896.590 Shares | |||||
| Number of Shares of Preferred Stock: 3,096.22420 Shares | Number of Shares of Preferred Stock: 75.31356 Shares | |||||
Name: |
Xxxxxxx Xxxxxx |
Name: |
Xxxxxxx Xxxxxxxx, Xx. |
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Address: |
00 Xxxxxx Xxx Xxxxxxxxx, XX 00000 |
Address: |
00 Xxxxxx Xxxxxx Xx. Xxxxx, XX 00000 |
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| Number of Shares of Common Stock: 1,245.264 Shares | Number of Shares of Common Stock: 597.727 Shares | |||||
| Number of Shares of Preferred Stock: 104.60217 Shares | Number of Shares of Preferred Stock: 50.20904 Shares | |||||
This Joinder Agreement—Registration Rights Agreement shall constitute a legally binding agreement of the undersigned.
| Sincerely, | ||
/s/ XXXXXXXXXXX X. XXXXXX Xxxxxxxxxxx X. Xxxxxx |
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/s/ XXXX XXXX Xxxx Xxxx |
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/s/ XXXXXXX XXXXXX Xxxxxxx Xxxxxx |
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/s/ XXXXXXX XXXXXXXX, XX. Xxxxxxx Xxxxxxxx, Xx. |
Acknowledged and Agreed:
| TSG HOLDINGS CORP. | ||||
By: |
/s/ XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Vice President |
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BRUCKMANN, XXXXXX, XXXXXXXX & CO. II, L.P. |
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By: |
BRSE L.L.C., its General Partner |
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By: |
/s/ XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Managing Director |
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ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC |
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By: |
ING XXXXXX XXXX INVESTMENTS III LLC, its Fund Manager |
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By: |
/s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Managing Member |
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ING XXXXXX XXXX INVESTORS III L.P. |
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By: |
ING XXXXXX XXXX INVESTMENTS III LLC, its General Partner |
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By: |
/s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Managing Member |
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ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD. |
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By: |
ING XXXXXX XXXX INVESTMENTS III LLC, its General Partner |
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By: |
/s/ XXXXX X. XXXXXXX Name: Xxxxx X. Xxxxxxx Title: Managing Member |
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Joinder Agreement—Registration Rights Agreement
