JOINDER AGREEMENTAssumption Agreement |
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VICORP RESTAURANTS INC | VI ACQUISITION CORP., | KENNETH L. KEYMER. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.27
JOINDER AGREEMENT
This Joinder Agreement (this
“Agreement”) is by and between VI ACQUISITION CORP., a
Delaware corporation (the “Company”) and KENNETH L. KEYMER
(“Keymer”).
RECITALS
A.
Pursuant to
the terms of a Management Agreement between the Company and Keymer dated of
even date herewith (the “Management Agreement”), Keymer is
acquiring from the Company 2,901 shares of the Company’s Class A
Common Stock, par value $0.0001 per share (“Common Stock”).
B.
The Company
requires execution of this Joinder Agreement as a condition to the sale of the
shares under the Management Agreement.
NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by the parties hereto, the parties agree
as follows:
1.
Registration
Rights Agreement
a.
Keymer is
hereby made a party to the Registration Rights Agreement dated as of
June 13, 2003 by and among the Company and the other parties thereto (the
“Registration Rights Agreement”) in the capacity of an
“Stockholder” (as such term is defined in the Registration Rights
Agreement), and Keymer hereby agrees to be bound by all of the terms and conditions
set forth in the Registration Rights Agreement applicable to Keymer as an
Stockholder, as to all shares purchased under the Management Agreement.
b.
Keymer shall
execute a signature page to the Registration Rights Agreement in the form
attached hereto as Schedule 1.b., which signature page shall
be attached to and made a part of the Registration Rights Agreement.
c.
The
Schedule of Security Holders to the Registration Rights Agreement shall be
amended to add Keymer as an Stockholder thereto.
2.
Stockholders
Agreement
a.
Keymer is
hereby made a party to the Stockholders Agreement dated as of June 13,
2003 by and among the Company and the other parties thereto (the
“Stockholders Agreement”) in the capacity of a “Stockholder”
(as such term is defined in
the Stockholders Agr
