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Exhibit 10.18    
    


 
 

Joinder Agreement—Registration Rights Agreement    
    


TSG
Holdings Corp.

11311 McCormick Road

Suite 260

Hunt Valley, MD 21031-1437

Attn: President 


Gentlemen:



In
consideration of the issuance to the undersigned of the shares of Common Stock, par value $0.001 per share (the "Common Stock"), and the shares of
Series A 10% Cumulative Compounding Preferred Stock, par value $0.001 per share (the "Preferred Stock"), of TSG Holdings Corp., a Delaware
corporation (the "Company"), set out below, each of the Company and the undersigned agrees that, as of the date written below, the undersigned shall
(i) become a party to that certain Registration Rights Agreement, dated as of August 21, 2003 (the "Agreement"), by and among the Company,
Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership, ING Furman Selz Investors III L.P., a Delaware limited partnership, ING Barings Global Leveraged Equity
Plan Ltd., a Bermuda corporation, ING Barings U.S. Leveraged Equity Plan LLC, a Delaware limited liability company, and the individuals designated as Management Investors on the signature pages
thereto, and (ii) shall be fully bound by, and subject to, the provisions of the Agreement that are applicable to the Management Investors (as defined in the Agreement) as though an original
party thereto and shall be deemed a Management Investor for all purposes thereof. 


Executed
as of the 25th day of May, 2004. 



	Name:	 	Christopher A. Pierce	 	Name:	 	Eric Lane
	

Address:	
 	

67 Portland Street

Yarmouth, ME 04096	
 	

Address:	
 	

1507 Ralalsborough Rd.

Durham, NH 04222
	Number of Shares of Common Stock: 36,859.812 Shares	 	Number of Shares of Common Stock: 896.590 Shares
	Number of Shares of Preferred Stock: 3,096.22420 Shares	 	Number of Shares of Preferred Stock: 75.31356 Shares
	

Name:	
 	

William Braley	
 	

Name:	
 	

Kenneth Stickley, Jr.
	

Address:	
 	

23 Braley Way

Brunswick, ME 04011	
 	

Address:	
 	

63 George Hannon Rd.

Casco, ME 04015
	Number of Shares of Common Stock: 1,245.264 Shares	 	Number of Shares of Common Stock: 597.727 Shares
	Number of Shares of Preferred Stock: 104.60217 Shares	 	Number of Shares of Preferred Stock: 50.20904 Shares










This
Joinder Agreement—Registration Rights Agreement shall constitute a legally binding agreement of the undersigned. 



	 	 	Sincerely,
	

 	
 	

/s/  CHRISTOPHER A. PIERCE      
 Christopher A. Pierce
	

 	
 	

/s/  ERIC LANE      
 Eric Lane
	

 	
 	

/s/  WILLIAM BRALEY      
 William Braley
	

 	
 	

/s/  KENNETH STICKLEY, JR.      
 Kenneth Stickley, Jr.










Acknowledged
and Agreed: 



	TSG HOLDINGS CORP.	 	 
	

By:	
 	

/s/  ROBERT M. JAKOBE      
 Name: Robert M. Jakobe

Title: Vice President	
 	

 
	

BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P.	
 	

 
	

By:	
 	

BRSE L.L.C., its General Partner	
 	

 
	

By:	
 	

/s/  THOMAS BALDWIN      
 Name: Thomas Baldwin

Title: Managing Director	
 	

 
	

ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC	
 	

 
	

By:	
 	

ING FURMAN SELZ INVESTMENTS III LLC, its Fund Manager	
 	

 
	

By:	
 	

/s/  JAMES L. LUIKART      
 Name: James L. Luikart

Title: Managing Member	
 	

 
	

ING FURMAN SELZ INVESTORS III L.P.	
 	

 
	

By:	
 	

ING FURMAN SELZ INVESTMENTS III LLC, its General Partner	
 	

 
	

By:	
 	

/s/  JAMES L. LUIKART      
 Name: James L. Luikart

Title: Managing Member	
 	

 
	

ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD.	
 	

 
	

By:	
 	

ING FURMAN SELZ INVESTMENTS III LLC, its General Partner	
 	

 
	

By:	
 	

/s/  JAMES L. LUIKART      
 Name: James L. Luikart

Title: Managing Member	
 	

 













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Exhibit 10.18


Joinder Agreement—Registration Rights Agreement