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Exhibit
10.10
JOINDER TO
SECURITIES HOLDERS
AGREEMENT
AND
REGISTRATION RIGHTS
AGREEMENT
In connection with each of
the undersigned’s entry into the Stock Purchase Agreement,
dated as of the date hereof (the “ Purchase Agreement
”), among each of the undersigned and ValueAct Capital Master
Fund, L.P. (“ ValueAct Capital ”) and the
receipt of the shares of common stock of Seitel Holdings, Inc., a
Delaware corporation formerly known as Seitel Holdings, LLC (the
“ Company ”), par value $0.001 per share (the
“ Common Stock ”) pursuant thereto, each of the
undersigned hereby covenants and agrees that:
1. By this instrument I shall
be bound by the terms and conditions of the Securities Holders
Agreement, dated as of January 8, 2007 (the “
Securities Holders Agreement ”), by and among the
Company, ValueAct Capital and the other management investors
parties thereto, attached hereto as Exhibit A , and agree to
be a “Management Investor” as such term is defined
therein, and to be subject to the rights, duties and obligations of
a Management Investor pursuant to the terms of such
agreement.
2. By this instrument I shall
be bound by the terms and conditions of the Registration Rights
Agreement, dated as of January 8, 2007 (the “
Registration Rights Agreement ”), by and among the
Company, ValueAct Capital and the other management investors
parties thereto, attached hereto as Exhibit B , and agree to
be a “Management Investor” as such term is defined
therein, and to be subject to the rights, duties and obligations of
a Management Investor pursuant to the terms of such
agreement.
3. I have read and understand
each of the provisions of the Securities Holders Agreement and the
Registration Rights Agreement.
4. I have been afforded the
opportunity to obtain any additional information and to ask
questions of, and receive answers from, authorized representatives
of ValueAct Capital, the Company and Seitel concerning the terms
and conditions of the Purchase Agreement, the Securities Holders
Agreement, the Registration Rights Agreement, the Company, Seitel,
Inc. or any other relevant matters.
5. I have the requisite legal
capacity, right, power and authority (including, if applicable, the
due authorization by all necessary corporate, partnership or
limited liability company action) to enter into this Joinder and to
perform my obligations hereunder without the need for the consent
of any other person.
6. This Joinder has been duly
authorized, executed and delivered and constitutes my valid and
binding obligation enforceable against me in accordance with the
terms hereof.
7. I hereby agree
not
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