Joinder Agreement Template

JOINDER AGREEMENT

This Joinder Agreement (this "Agreement") is made and entered into as of by and among Company Name: , a (the "Company"), and Joining Party Name: , a (the "Joining Party").

RECITALS

WHEREAS, the Company is a party to that certain agreement identified as the Principal Agreement: Title/Reference: dated (the "Principal Agreement");

WHEREAS, the Principal Agreement contemplates the joinder of additional parties as Members/Participants/Parties under the terms and conditions set forth therein; and

WHEREAS, the Joining Party desires to become bound by, and the Company desires the Joining Party to assume and be bound by, the obligations and benefits of the Principal Agreement as set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. JOINDER

The Joining Party hereby irrevocably agrees to join, be bound by and subject to all of the terms, covenants, conditions, obligations and restrictions set forth in the Principal Agreement, as if the Joining Party were an original signatory thereto from the Effective Date of this Agreement. The Joining Party hereby accepts all duties, liabilities and obligations of a party to the Principal Agreement arising on or after the Effective Date.

2. REPRESENTATIONS AND WARRANTIES OF THE JOINING PARTY

The Joining Party represents and warrants to the Company as of the Effective Date that: (a) the Joining Party is duly organized, validly existing and in good standing under the laws of ; (b) the execution, delivery and performance of this Agreement by the Joining Party have been duly authorized by all necessary corporate, limited liability company or other organizational action; and (c) this Agreement constitutes a legal, valid and binding obligation of the Joining Party enforceable against it in accordance with its terms.

3. COVENANTS

The Joining Party covenants that it shall perform and discharge all obligations required of a party under the Principal Agreement from and after the Effective Date and shall not take any action that would result in a breach of the Principal Agreement or impair the rights of the Company or the other parties thereunder.

4. ACKNOWLEDGMENT BY COMPANY

The Company hereby acknowledges the joinder of the Joining Party on the terms set forth in this Agreement and confirms that, upon acceptance of this executed Joinder Agreement, the Joining Party shall be entitled to such rights and subject to such obligations as are set forth in the Principal Agreement.

5. EFFECT OF JOINDER

From and after the Effective Date, the Joining Party shall be deemed a party to the Principal Agreement for all purposes. Except as expressly provided in this Agreement, the terms and provisions of the Principal Agreement shall remain in full force and effect.

6. FURTHER REPRESENTATIONS

The Joining Party further represents that there are no actions, suits or proceedings pending or, to the knowledge of the Joining Party, threatened against it that would reasonably be expected to materially impair its ability to perform its obligations under the Principal Agreement.

7. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

8. INDEMNIFICATION

The Joining Party agrees to indemnify, defend and hold harmless the Company and the other parties to the Principal Agreement from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) incurred as a result of the Joining Party's breach of this Agreement or the Principal Agreement.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the internal laws of without regard to its conflicts of laws principles.

10. ENTIRE AGREEMENT

This Agreement, together with the Principal Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements relating thereto. In the event of any conflict between this Agreement and the Principal Agreement, the terms of the Principal Agreement shall control except as expressly modified herein.

11. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a writing signed by the party against whom such amendment, modification or waiver is sought to be enforced. The waiver by any party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

12. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be severed and the remainder of this Agreement shall remain in full force and effect and shall be construed so as to effectuate the intent of the parties as nearly as possible.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which when executed shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed to be originals.

14. MISCELLANEOUS

The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The Joining Party shall not assign its rights or delegate its duties under the Principal Agreement without the prior written consent required by the Principal Agreement.

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