What is a Joinder Agreement?
Joinder to Agreement
THIS JOINDER AGREEMENT (the "Joinder"), to the Shareholder Agreement (the "Shareholder Agreement") dated as of and as may be amended from time to time by and among (the "Company"), and each of the Shareholders of the Company, is made and entered into as of by and between the Company and ("Holder"). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Shareholder Agreement.
WHEREAS, Holder has acquired shares of capital stock of the Company ("Holder Shares"), and the Shareholder Agreement and the Company require Holder, as a holder of Holder Shares, to become a party to the Shareholder Agreement, and Holder agrees to do so in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the receipt and sufficiency of which hereby is acknowledged, the parties to this Joinder hereby agree as follows:
Joinder. 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 if the were an original signatory thereto. In addition, Holder hereby agrees that all Holder Shares shall be deemed Shares for all purposes of the Shareholder Agreement.
Entire Agreement. This Joinder and the Agreement, constitute the full and entire agreement of the with respect to the subject matter hereof. This Joinder and Agreement supersede all prior agreements and understandings among the with respect to the subject matter hereof and thereof.
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 permitted assigns, and Holder and its successors and permitted assigns, so long as they hold any Holder Shares.
Notices. All notices, demands or other communications to the Holder shall be directed to:
Governing State. This Joinder and all claims arising out of or based upon this Joinder or relating to the subject matter hereof shall be governed by and construed in accordance with the laws of the .
IN WITNESS WHEREOF, the undersigned has caused this Joinder Agreement to be duly executed as of the date first written above.
Joinder Agreement FAQs
When would I use a Joinder Agreement?
Typically, Joinder Agreements are used in connection to LLC Operating Agreements and Shareholder Agreements.
Should I use a Joinder or an Amendment?
Joinder Agreements are typically used to add an additional party to an existing agreement. If you would like to make substantive changes to the body of the original agreement, then an amendment should be used instead.
How do I get a Joinder Agreement?
A Joinder Agreement is a fairly straightforward document that does not make any substantial changes to the terms set forth in the original agreement. You only need to compile a few pieces of information to make one.
You will need:
Information about the party creating the Joinder Agreement, including a business representative and title (if applicable)
Information about the party being added to an existing agreement, including a business representative and title (if applicable)
The date the original agreement was made