JOINDER AGREEMENT
This Joinder Agreement ("Agreement") is made effective July 7, 2008, by
and among X.X. XXXXXXX & CO., LTD., a Bermuda exempted company (the "Company"),
ARROW OFFSHORE, LTD, a Cayman Islands exempted company ("Arrow Offshore"), ARROW
PARTNERS LP, a Delaware limited partnership ("Arrow Partners"), ARROW MASTERS
LP, a Delaware limited partnership ("Arrow Masters" and collectively with Arrow
Offshore and Arrow Partners, the "Original Investors"), and ARROW OPPORTUNITIES
I, LLC, a Delaware limited liability company ("Arrow Opportunities Delaware")
and ARROW OPPORTUNITIES I, LTD., a Cayman Islands exempted company ("Arrow
Opportunities Cayman" and collectively with the Original Investors, the
"Investors")
Reference is made to (a) the Joinder and Amendment No. 1 to Investment
Agreement, dated as of July 7, 2008 (the "Investment Agreement Amendment") by
and among the Company and the Investors, and (b) the Registration Rights
Agreement dated as of May 20, 2008, (the "Registration Rights Agreement"), by
and among the Company and the Original Investors. The Investment Agreement
Amendment amends the Investment Agreement, dated May 20, 2008, by and between
the Original Investors and the Company (as so amended, the "Investment
Agreement").
This Joinder Agreement (this "Joinder Agreement") is entered into by the
parties in connection with the agreement of Arrow Opportunities Delaware and
Arrow Opportunities Cayman to purchase, with the Original Investors, shares of
the Company under the terms and subject to the conditions in the Investment
Agreement, and to join the Original Investors in acquiring additional shares in
a tender offer, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated May 28, 2008 (as it may be amended from time to time,
the "Offer to Purchase") and the related Letter of Transmittal contained in the
Schedule TO filed by Purchasers with the U.S. Securities Exchange Commission on
May 28, 2008 (the "Schedule TO").
Upon execution of this Agreement by the Company and the Investors, Arrow
Opportunities Delaware and Arrow Opportunities Cayman hereby join in, and shall
thereafter be bound by, the terms of the Registration Rights Agreement as a
Investors to the same extent and in the same manner as all other Investors, as
each such term is used in the Registration Rights Agreement. The Investors
hereby authorize the Company to attach to the Registration Rights Agreement (if
applicable) the Investors' executed counterpart signature pages to this Joinder
Agreement.
This Joinder Agreement and the Investors' obligations hereunder may not be
terminated or revoked without the prior express written consent of the Company.
[Signature Page Follows]
IN WITNESS WHEREOF, Investors and the Company have caused this Agreement
to be executed as of the date first written above by their respective officers
thereunto duly authorized.
Arrow Masters LP Arrow Partners LP
By: Arrow Advisors LLC By: Arrow Advisors LLC
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General Partner General Partner
By: /s/ Alexandre von Furstenberg By: /s/ Alexandre von Furstenberg
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Alexandre von Furstenberg Alexandre von Furstenberg
Co-Managing Member Co-Managing Member
By: /s/ Xxx Xxxxxx By: /s/ Xxx Xxxxxx
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Xxx Xxxxxx Xxx Xxxxxx
Co-Managing Member Co-Managing Member
Arrow Offshore, Ltd. Arrow Opportunities I, LLC
By: /s/ Xxx Xxxxxx By: /s/ Alexandre von Furstenberg
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Mal Xxxxxx Xxxxxxxxx von Furstenberg
Director Co-Managing Member
By: /s/ Xxx Xxxxxx
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Xxx Xxxxxx
Co-Managing Member
Arrow Opportunities I, Ltd.
By: /s/ Xxx Xxxxxx
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Xxx Xxxxxx
Director
X.X. Xxxxxxx & Co., Ltd.
By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx
Managing Director - Chief Financial Officer
