**Exhibit 10.22**

 

**JOINDER**

** **

**TSG Holdings Corp.**

** **

Joinder

 

To theSecurities Holders Agreement

 

and

 

RegistrationRights Agreement

 

TSG Holdings Corp.11311 McCormick RoadSuite 260Hunt Valley, MD  21031-1437

 

Gentlemen and Ladies:

 

In connection with theundersigned’s receipt from the estate of David T. Merchant of 53.191 sharesof Common Stock and 4.46809 shares of Series A 10% Cumulative CompoundingPreferred Stock of TSG Holdings Corp., a Delaware corporation (the “Company”),which are represented by Certificate No. C30 and Certificate No. AP30,respectively (together the “Shares”), the undersigned hereby representsand warrants to, and agrees and covenants with, you as follows:

 

#### 1.             Bythis instrument the undersigned shall be bound by the terms and conditions ofthe Securities Holders Agreement, dated as August 21, 2003 (the “SecuritiesHolders Agreement”), by and among the Company, Bruckmann, Rosser, Sherrill& Co. II, L.P., a Delaware limited partnership (“BRS”), ING FurmanSelz Investors III L.P., a Delaware limited partnership (“ING Furman Selz”),ING Barings Global Leveraged Equity Plan Ltd., a Bermuda corporation (“INGBarings Global”), ING Barings U.S. Leveraged Equity Plan LLC, a Delawarelimited liability company (“ING Barings U.S.) and the other signatoriesthereto. The undersigned hereby agrees that it shall be a “Permitted Transferee”under the terms of the Securities Holders Agreement, and shall take the Sharessubject to and be fully bound by the terms of the Securities Holders Agreementwith the same effect as if it were a “Management Investor” as such term isdefined therein. The undersigned further agrees that the Shares shall continueto be considered “Management Securities” for purposes of the Securities HoldersAgreement, and William P. Walters shall be considered the Management Investorwith respect to such Management Securities.

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#### 2.             Bythis instrument the undersigned also shall be bound by the terms and conditionsof the Registration Rights Agreement, dated as of August 21, 2003 by and among theCompany, BRS, ING Furman Selz, ING Barings Global, ING Barings U.S., and theother signatories thereto (the “Registration Rights Agreement,” andtogether with the Securities Holders Agreement, the “Agreements”). Theundersigned hereby agrees that it shall take the

 

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#### Shares subject to and be fully bound by the terms ofthe Registration Rights Agreement with the same effect as if it were a “ManagementInvestor” as such term is defined therein. The undersigned further agrees thatthe Shares shall by deemed to be “Registrable Securities” for purposes of theRegistration Rights Agreement, and the undersigned shall be deemed to be aholder of “Registrable Securities” for purposes thereof.

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#### 3.             Theundersigned has read and understands each of the provisions of each of theAgreements.

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#### 4.             Theundersigned has full legal right, power and authority to enter into thisJoinder and to perform its obligations hereunder without the need for theconsent of any other person.

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#### 5.             ThisJoinder has been duly authorized, executed and delivered and constitutes thevalid and binding obligation enforceable against the undersigned in accordancewith the terms hereof.

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#### 6.             TheShares are being acquired by the undersigned solely for its own account forinvestment and not with a view to any further distribution thereof that wouldviolate the Securities Act of 1933, as amended (the “Securities Act”) orthe applicable securities laws of any state. The undersigned will notdistribute the Shares in violation of the Securities Act or the applicablesecurities laws of any state.

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#### 7.             Theundersigned understands that the Shares have not been registered under theSecurities Act or registered for resale under the securities laws of any stateand must be held indefinitely unless subsequently registered under theSecurities Act and any applicable state securities laws or unless an exemptionfrom such registration is or becomes available.

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#### 8.             Theundersigned agrees that the certificates representing the Shares shall bear thefollowing legends or similar legends:

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THE SECURITIESREPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAYNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATIONUNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THEDELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TOTHE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED.

 

THE SECURITIESREPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO THE TERMS AND CONDITIONS OFA SECURITIES HOLDERS AGREEMENT BY AND AMONG THE COMPANY AND THE HOLDERSSPECIFIED THEREIN, AS AMENDED FROM TIME TO TIME (THE “SECURITIES HOLDERSAGREEMENT”), A COPY OF WHICH AGREEMENT IS ON FILE AT

 

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THE PRINCIPAL OFFICE OFTHE COMPANY. THE SALE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THESECURITIES IS SUBJECT TO THE TERMS OF SUCH AGREEMENT AND THE SECURITIES ARETRANSFERABLE OR OTHERWISE DISPOSABLE ONLY UPON PROOF OF COMPLIANCE THEREWITH.

 

#### 9.             Inaddition to the legends required by Section 8 above, the following legend shallappear on certificates representing Management Securities (as defined in theSecurities Holders Agreement), *provided, that* theCompany’s failure to cause certificates representing Management Securities tobear such legend shall not affect the Company’s Purchase Option described inSection 4.3 therein:

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THE SECURITIESREPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A PURCHASE OPTION OF THECOMPANY APPLICABLE TO “MANAGEMENT SECURITIES” AS DESCRIBED IN THE SECURITIESHOLDERS AGREEMENT, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICEOF THE COMPANY.

 

#### 10.           Theundersigned agrees that a notation will be made in the appropriate transferrecords of the Company with respect to the restrictions on transfer of theShares required under or pursuant to the Agreements.

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#### 11.           Theundersigned has executed this Joinder and declare that the informationcontained herein is current, complete and accurate and may be relied upon bythe Company.

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|                     | Very truly yours,             |
|--------------------------|-------------------------------|
|                     |                          |
|                     |                          |
|                     |  /s/ William  P. Walters |   |
|                     | William P. Walters            |
|                     |                          |
|                     |                          |
| Dated: August 3, 2004    |                          |
|                     |                          |
|                     |                          |
| **Agreed and Accepted:** |                          |
|                     |                          |
| TSG HOLDINGS CORP.       |                          |
|                     |                          |
|                     |                          |
| By:                      |                          | /s/ Robert M. Jakobe |   |   |
|                     | Name:                         | Robert M. Jakobe |   |
|                     | Title:                        | Chief Financial Officer |   |
|                          |                               |  |  |  |  |  |

 

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