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Exhibit 10.10
JOINDER TO
REGISTRATION RIGHTS AGREEMENT
This JOINDER to the Registration Rights Agreement, dated as of June
16, 1997 by and among Plainwell Holding Company, a Delaware corporation (the
"Company"), and certain securityholders of the Company (the "Agreement"), is
made and entered into as of January 31, 1998 by and between the Company and 399
Venture Partners, Inc., a New York corporation ("Holder"). Capitalized terms
used herein but not otherwise defined shall have the meanings set forth in the
Agreement.
WHEREAS, Holder has acquired certain shares of Common Stock, and the
Agreement and the Company contemplates that Holder, as a holder of Common Stock,
may be entitled to become a party to the Agreement, and Holder 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:
Agreement to be Bound. Holder hereby agrees that upon
execution of this Joinder, it shall become a party to the Agreement and shall be
fully bound by, and subject to, all of the covenants, terms and conditions of
the Agreement as though an original party thereto and shall be deemed a holder
of Executive Registrable Securities for all purposes thereof. In addition,
Holder hereby agrees that all Common Stock held by Holder shall be deemed
Executive Registrable Securities for all purposes of the Agreement.
1. Successors and Assigns. Except as otherwise provided herein, this
Joinder shall bind and inure to the benefit of and be enforceable by the Company
and its successors and assigns and Holder and any subsequent holders of Common
Stock and the respective successors and assigns of each of them, so long as they
hold any shares of Common Stock.
2. 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.
3. Notices. For purposes of Section 10 of the Agreement, all
notices, demands or other communications to the Holder shall be directed to:
399 Venture Partners, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile Number: (000) 000-0000
Attn: Xxxx X. Xxxxx
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with a copy (which shall not constitute notice) to:
Xxxxxxxx & Xxxxx
Citicorp Center
000 Xxxx 00xx Xxxxxx
XxxXxxx, XX 00000
Facsimile No.: (000) 000-0000
Attn: Xxxx X. Xxxxx, Esq.
4. Governing Law. The corporate laws of the State of Delaware will
govern all questions concerning the relative rights of the Company and its
stockholders. All other questions concerning the construction, validity and
interpretation of this Joinder shall be governed by and construed in accordance
with the domestic laws of the State of New York, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York.
5. Descriptive Headings. The descriptive headings of this Joinder
are inserted for convenience only and do not constitute a part of this Joinder.
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IN WITNESS WHEREOF, the parties hereto have executed this Joinder as
of the date first above written.
PLAINWELL HOLDING COMPANY
By:
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Name:
Title:
399 VENTURE PARTNERS, INC.
By:
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Name:
Title:
