**Exhibit 10.27**

 

**JOINDER AGREEMENT**

 

This Joinder Agreement (this “Agreement”)is by and between **VI ACQUISITION CORP.,**a Delaware corporation (the “Company”) and **KENNETHL. KEYMER** (“Keymer”).

 

**RECITALS**

 

A.            Pursuant to the terms of aManagement Agreement between the Company and Keymer dated of even date herewith(the “Management Agreement”), Keymer is acquiring from the Company 2,901 sharesof the Company’s Class A Common Stock, par value $0.0001 per share (“CommonStock”).

 

B.            TheCompany requires execution of this Joinder Agreement as a condition to the saleof the shares under the Management Agreement.

 

NOW, THEREFORE, in consideration of the foregoing and for other goodand valuable consideration, the receipt and sufficiency of which areacknowledged by the parties hereto, the parties agree as follows:

 

1.             RegistrationRights Agreement

 

a.             Keymeris 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 “RegistrationRights Agreement”) in the capacity of an “Stockholder” (as such term is definedin the Registration Rights Agreement), and Keymer hereby agrees to be bound byall of the terms and conditions set forth in the Registration Rights Agreementapplicable to Keymer as an Stockholder, as to all shares purchased under theManagement Agreement.

 

b.             Keymershall execute a signature page to the Registration Rights Agreement in theform attached hereto as Schedule 1.b., which signature page shallbe attached to and made a part of the Registration Rights Agreement.

 

c.             The Schedule ofSecurity Holders to the Registration Rights Agreement shall be amended to addKeymer as an Stockholder thereto.

 

2.             StockholdersAgreement

 

a.             Keymeris 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 “StockholdersAgreement”) in the capacity of a “Stockholder” (as such term is defined in 

 

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

 

b.             Keymershall execute a signature page to the Stockholders Agreement in the formattached hereto as Schedule 2, which signature page shall beattached to and made a part of the Stockholders Agreement.

 

3.             TheAgreement is binding upon the parties hereto and their permitted successors andassigns.

 

4.             ThisAgreement may be executed in one or more counterparts, and by facsimilesignature, each of which shall be deemed an original, but all of which whentaken together, shall constitute one and the same instrument.

 

5.             ThisAgreement shall be governed by and construed in accordance with the laws of theState of Delaware.

 

# **IN WITNESS WHEREOF, theparties 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

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**SCHEDULE 1.b.**

 

 
|   | /s/ Kenneth Keymer |   |
|--------|--------------------|--------|
|   | KENNETH L. KEYMER  |   |

 

 

VI Acquisition Corp.

Registration RightsAgreement

Joinder Signature Page

 

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VI Acquisition Corp.

Stockholders Agreement

Schedule of Security Holders

 

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**SCHEDULE 2**

 

 
|   | /s/ Kenneth Keymer |   |
|--------|--------------------|--------|
|   | KENNETH L. KEYMER  |   |

 

 

VI Acquisition Corp.

Stockholders Agreement

Joinder Signature Page

 

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