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 Registratio
