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 Agreement), and Keymer hereby agrees
to be bound by all of the terms and conditions set forth in the Stockholders
Agreement applicable to him as a Stockholder, as to all shares purchased under
the Management Agreement.


 


b.             Keymer
shall execute a signature page to the Stockholders Agreement in the form
attached hereto as Schedule 2, which signature page shall be
attached to and made a part of the Stockholders Agreement.


 


3.             The
Agreement is binding upon the parties hereto and their permitted successors and
assigns.


 


4.             This
Agreement may be executed in one or more counterparts, and by facsimile
signature, each of which shall be deemed an original, but all of which when
taken together, shall constitute one and the same instrument.


 


5.             This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware.


 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the 6th day of September, 2005.


 


	
  Company:

  	
   

  
	
   

  	
   

  
	
  VI
  ACQUISITION CORP. 

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Debra Koenig

  	
   

  	
  /s/ Kenneth Keymer

  
	
  Its:

  	
  Debra Koenig, President

  	
   

  	
  KENNETH
  L. KEYMER

  



 


 


2

















 


SCHEDULE 1.b.


 


 


	
   

  	
  /s/ Kenneth Keymer

  	
   

  
	
   

  	
  KENNETH L. KEYMER

  	
   

  



 


 


VI Acquisition Corp.


Registration Rights
Agreement


Joinder Signature Page


 

















 


VI Acquisition Corp.


Stockholders Agreement


Schedule of Security Holders


 

















 


SCHEDULE 2


 


 


	
   

  	
  /s/ Kenneth Keymer

  	
   

  
	
   

  	
  KENNETH L. KEYMER

  	
   

  



 


 


VI Acquisition Corp.


Stockholders Agreement


Joinder Signature Page