Exhibit 10.11-A
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EXECUTION COPY
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JOINDER
TO REGISTRATION RIGHTS AGREEMENT
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JOINDER (the "Joinder"), dated as of November 18, 1997, to the Registration
Rights Agreement dated as of February 10, 1997 (the "Registration Rights
Agreement") among Vistana, Inc., a Florida corporation (the "Company"), and
certain holders of the Company's common stock or options to acquire shares of
the Company's common stock, between the Company and CHARLES E. HARRIS ("Joining
Party") (capitalized terms used herein but not otherwise defined shall have the
meanings set forth in the Registration Rights Agreement),
W I T N E S S E T H:
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WHEREAS, Joining Party has acquired options to acquire up to 400,000
Registrable Shares of Common Stock pursuant to a Shareholder Option Agreement
dated as of November 18, 1997 among certain Affiliates of Raymond L. Gellein,
Jr., Janice G. Gellein and Jeffrey A. Adler, as grantors, and Joining Party, as
grantee, and the Registration Rights Agreement permits Joining Party, as a
holder of such options to acquire such Registrable Shares, to become a party to
the Registration Rights Agreement as a "Holder" and as an "Executive", and
Joining Party agrees to do so in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Joinder hereby agree as follows:
1. Agreement to be Bound. Joining Party hereby agrees that upon execution
of this Joinder, he shall become a party to the Registration Rights Agreement
and shall be fully bound by, and subject to, all of the covenants, terms and
conditions of the Registration Rights Agreement as though an original party
thereto and shall be deemed a "Holder" and an "Executive" for all purposes
thereof.
2. Successors and Assigns. Subject to Section 9.5 of the Registration
Rights Agreement, this Joinder shall bind and inure to the benefit of and be
enforceable by each of the Company and Joining Party, and their respective
successors and assigns.
3. Counterparts. This Joinder may be executed in separate counterparts
each of which shall be an original and all of which taken together shall
constitute one and the same agreement.
4. Notices. For purposes of Section 9.4 of the Registration Rights
Agreement, all notices, demands or other communications to Joining Party shall
be directed to:
Charles E. Harris
3339 Northglen Drive
Orlando, Florida 32806
5. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
6. Descriptive Headings. The descriptive headings of this Joinder
are inserted for convenience only and do not constitute a part of this Joinder.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
THE COMPANY
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VISTANA, INC., a Florida corporation
By: /s/ Raymond L. Gellein, Jr.
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Name: Raymond L. Gellein, Jr.
Title: Chairman of the Board and
Co-Chief Executive Officer
JOINING PARTY
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/s/ Charles E. Harris
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Charles E. Harris
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