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Exhibit 10.18
Joinder Agreement—Registration Rights Agreement
TSG Holdings Corp.
11311 McCormick Road
Suite 260
Hunt Valley, MD 21031-1437
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, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership, ING Furman Selz 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: | | Christopher A. Pierce | | Name: | | Eric Lane |
Address: |
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67 Portland Street
Yarmouth, ME 04096 |
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Address: |
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1507 Ralalsborough Rd.
Durham, NH 04222 |
| 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: |
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William Braley |
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Name: |
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Kenneth Stickley, Jr. |
Address: |
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23 Braley Way
Brunswick, ME 04011 |
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Address: |
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63 George Hannon Rd.
Casco, ME 04015 |
| 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, |
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/s/ CHRISTOPHER A. PIERCE
Christopher A. Pierce |
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/s/ ERIC LANE
Eric Lane |
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/s/ WILLIAM BRALEY
William Braley |
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/s/ KENNETH STICKLEY, JR.
Kenneth Stickley, Jr. |
Acknowledged and Agreed:
| TSG HOLDINGS CORP. | | |
By: |
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/s/ ROBERT M. JAKOBE
Name: Robert M. Jakobe
Title: Vice President |
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BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P. |
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By: |
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BRSE L.L.C., its General Partner |
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By: |
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/s/ THOMAS BALDWIN
Name: Thomas Baldwin
Title: Managing Director |
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ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC |
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By: |
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ING FURMAN SELZ INVESTMENTS III LLC, its Fund Manager |
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By: |
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/s/ JAMES L. LUIKART
Name: James L. Luikart
Title: Managing Member |
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ING FURMAN SELZ INVESTORS III L.P. |
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By: |
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ING FURMAN SELZ INVESTMENTS III LLC, its General Partner |
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By: |
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/s/ JAMES L. LUIKART
Name: James L. Luikart
Title: Managing Member |
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ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD. |
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By: |
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ING FURMAN SELZ INVESTMENTS III LLC, its General Partner |
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By: |
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/s/ JAMES L. LUIKART
Name: James L. Luikart
Title: Managing Member |
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Joinder Agreement—Registration Rights Agreement
