EXHIBIT 10.2
REGISTRATION RIGHTS JOINDER AGREEMENT
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THIS JOINDER AGREEMENT (this "Agreement") is made and entered into as
of August 3, 1998, by and among ACSYS, INC., a Georgia corporation (the
"Company"), and the shareholders thereof whose signatures appear below (the "New
Shareholders").
Premises
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Pursuant to an Agreement and Plan of Merger, dated as of August 3,
1998 (the "Merger Agreement"), by and among Acsys, SE Merger Subsidiary, Inc., a
Delaware corporation that is a wholly-owned subsidiary of Acsys ("Acquiror
Sub"), Staffing Edge, Inc., a Delaware corporation ("Staffing Edge"), and
certain stockholders of the Staffing Edge (each a "Stockholder" and collectively
the "Stockholders"), the New Shareholders have become shareholders of the
Company and as such desire to derive the benefits and burdens associated with
being a shareholder of the Company.
The Company is party to an Amended and Restated Registration Rights
Agreement, dated as of September 3, 1997 (as the same may be further amended
from time to time, the "Registration Rights Agreement"), with the Company's
existing shareholders ("Existing Shareholders") governing certain rights and
obligations of the Existing Shareholders as shareholders of the Company.
Capitalized terms used and not otherwise defined herein shall have the
respective meanings ascribed thereto in the Registration Rights Agreement.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and each New Shareholder hereby agree as
follows:
1. The Company and each of the New Shareholders agrees that, from and
after the Effective Time (as defined in the Merger Agreement), by virtue of such
New Shareholders' execution of this Agreement, (i) each of the New Shareholders
shall, without any further action on the part of the Company or either of the
New Shareholders, become parties to the Registration Rights Agreement subject to
and bound by all the terms and provisions of the Registration Rights Agreement
pursuant to Section 2.10 thereof, (ii) the shares of Company Common Stock
received by the New Shareholders in the Merger (as defined in the Merger
Agreement) shall be "Merger Shares" for all purposes under the Shareholders
Agreement, and (iii) each of the New Shareholders shall be a "Shareholder" for
purposes of the Shareholders Agreement. The Company represents and warrants to
the New Shareholders that the Board of Directors has approved this Agreement as
required by Section 2.10 of the Registration Rights Agreement.
2. A legend in substantially the form required by Section 3.2 of the
Registration Rights Agreement shall appear on each certificate representing
shares of
Company Common Stock issued to the New Shareholders pursuant to the purchase of
Company Common Stock.
IN WITNESS WHEREOF, each of the parties hereto has executed or caused
this Agreement to be executed by its duly authorized representative as an
agreement under seal as of the date first above written.
ACSYS, INC.
By: /s/ Xxxxxxx Xxxx, Xx.
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Name: Xxxxxxx Xxxx, Xx.
Title: Chief Executive Officer
NEW SHAREHOLDERS:
/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
/s/ Xxxxx Xxxxx
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XXXXX XXXXX
/s/ Xxxx Xxxxx
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XXXX XXXXX
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