EXHIBIT 10.1
------------
REGISTRATION RIGHTS JOINDER AGREEMENT
THIS REGISTRATION RIGHTS JOINDER AGREEMENT (this "Agreement") is made and
entered into as of July 1, 1998, by and among Acsys, Inc., a Georgia corporation
(the "Company"), and the shareholder thereof whose signature appears below (the
"New Shareholder").
Premises
--------
The New Shareholder is a shareholder of the Company and as such desires to
derive the benefits and burdens associated with being a shareholder of the
Company.
The Company is party to an Amended and Restated Registration Rights
Agreement, dated as of September 3, 1997 (as the same may be further amended
from time to time, the "Registration Rights Agreement"), with the Company's
existing Shareholders ("Existing Shareholders") governing certain rights and
obligations of the Existing Shareholders as Shareholders of the Company, a copy
of which has been delivered to the New Shareholder and is attached hereto.
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the New Shareholder hereby agree as
follows:
1. The Company and the New Shareholder agrees that, from and after the
purchase of the Company's common stock, no par value per share (the "Company
Common Stock"), by virtue of such New Shareholder's execution of this Agreement,
(i) the New Shareholder shall, without further action on the part of the Company
or the New Shareholder, become a party to the Registration Rights Agreement
subject to and bound by all the terms and provisions of the Registration Rights
Agreement, (ii) the shares of Company Common Stock received by the New
Shareholder in such purchase shall be "Merger Shares" for all purposes under the
Registration Rights Agreement, and (iii) the New Shareholder shall be a
"Shareholder" for purposes of the Registration Rights Agreement.
2. A legend in substantially the form required by Section 3.2 of the
Registration Rights Agreement shall appear on each certificate representing
shares of Company Common Stock issued to the New Shareholder pursuant to the
purchase of Company Common Stock.
IN WITNESS WHEREOF, each of the parties hereto has executed or caused this
Agreement to be executed by its duly authorized representative as an agreement
under seal as of the date first above written.
Acsys, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇.
------------------------------
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇., Chief Executive Officer
NEW SHAREHOLDER:
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-2-