**Exhibit10.1**

 

**EQUITY PURCHASE AGREEMENT**

 

**THIS EQUITY PURCHASE AGREEMENT**(this“Agreement”) is made as of April 22, 2005, between **VI ACQUISITION CORP.**, a Delawarecorporation (the “Company”), and **ANTHONYCARROLL** (“Purchaser”).

 

**RECITALS**

 

The Company and Purchaser desire to enter into anagreement pursuant to which Purchaser will commit to purchase, and the Companywill commit to sell, 5,802****sharesof the Company’s Common Stock, par value $0.0001 per share  (“Common Stock”) and 284.087  shares of the Company’s Series A PreferredStock, par value $0.0001 per share (“Preferred Stock”). All of suchshares of Common Stock and Preferred Stock are referred to herein as the “Shares.”

 

Prior to the date of this Agreement, Purchaser hasexecuted that certain Joinder Agreement by and between the Company and thePurchaser dated as of February 27, 2004 (“Joinder Agreement”), pursuantto which Purchaser was made a party to that certain Stockholders Agreement byand among the Company, and the other parties named therein, dated as of June13, 2003 (the “Stockholders Agreement”) and Purchaser has also executedthat certain Management Agreement by and between the Company and Purchaserdated as of February 12, 2004 (“Management Agreement”).

 

The parties hereto agree as follows:

 

# 1.             Share Purchase. Upon execution of this Agreement,Purchaser will purchase, and the Company will sell, 5,802****shares of Common Stock at a price of $4.53per share and 284.087 shares of Preferred Stock at a price of $1,134.16 pershare. The Company will deliver to Purchaser the certificates representing theShares, and Purchaser will deliver to The Company a cashier’s or certifiedcheck or wire transfer of funds in the aggregate amount of $348,483.17.

#  

# 2.             Representations and Warranties of Purchaser. Inconnection with the purchase and sale of the Shares pursuant hereto, Purchaserrepresents and warrants to the Company that:

#  

## (a)           TheShares will be acquired for Purchaser’s own account and not with a view to, orintention of, distribution thereof in violation of the Securities Act of 1933,as amended from time to time (the “Securities Act”), or any applicablestate securities laws, and the Shares will not be disposed of in contraventionof the Securities Act or any applicable state securities laws;

##  

## (b)           Purchaseris sophisticated in financial matters and is able to evaluate the risks andbenefits of the investment in the Shares;

##  

## (c)           Purchaseris able to bear the economic risk of an investment in the Shares for anindefinite period of time because the Shares have not been registered under theSecurities Act 

 

----

 

## and, therefore, cannot be sold unless subsequentlyregistered under the Securities Act or an exemption from such registration isavailable;

##  

## (d)           Purchaserhas had an opportunity to ask questions and receive answers concerning theterms and conditions of the offering of the Shares and has had full access tosuch other information concerning the Company as Purchaser has requested;

##  

## (e)           ThisAgreement and any other agreement contemplated hereby constitute legal, validand binding obligations of Purchaser, enforceable in accordance with theirterms, and the execution, delivery and performance of this Agreement and suchother agreements by Purchaser does not and will not conflict with, violate orcause a breach of any agreement, contract or instrument to which Purchaser is aparty or any judgment, order or decree to which Purchaser is subject;

##  

## (f)            Purchaseris not a party to or bound by any other employment agreement, noncompeteagreement or confidentiality agreement which conflicts with the obligations setforth in this Agreement; and

##  

## (g)           Purchaseris a resident of the state set forth following Purchaser’s signature.

##  

# 3.             Representations and Warranties of the Company. Inconnection with the purchase and sale of the Shares pursuant hereto, theCompany represents and warrants to Purchaser that:

#  

## (a)           Organizationand Authority. The Company is a corporation duly formed, validly existingand in good standing under the laws of the State of Delaware. The Company hasall requisite corporate power and authority to carry out the transactionscontemplated by this Agreement.

##  

## (b)           DulyAuthorized Shares. The issuance of the Shares has been duly authorized bythe Company. When delivered and fully paid for by Purchaser, the Shares will bevalidly issued, fully paid and non-assessable.

##  

# 4.             Restrictions on Transfer of Shares. TheManagement Agreement and the Stockholders Agreement and other documents towhich Purchaser is a party contain certain restrictions on the transferability ofthe Shares and other obligations of Purchaser with respect to the Shares andotherwise.

#  

# 5.             Notices. Any notice provided for in thisAgreement shall be in writing and shall be deemed to have been given (a) whendelivered personally to the recipient, (b) one (1) business day followingdeposit with a reputable express courier service for next day delivery (chargesprepaid), (c) three (3) business days after it is mailed to the recipient bycertified or registered mail, return receipt requested and postage prepaid, or(d) one (1) business day after receipt is electronically confirmed, if sent byfax (provided that a hard copy shall be promptly sent by first class mail,postage prepaid). Such notices, demands and other communications shall be sentto the Purchaser and to the Company at the addresses indicated below or to suchother address or to the attention of such other person as the recipient partyhas specified by prior written notice to the sending party:

 

----

 

If to the Company:

 

VI AcquisitionCorp.

400 West 48thAvenue

Denver, Colorado80216

Attn:                    ChiefExecutive Officer

Tel:                            (303)296-2121

Fax:                           (303)672-2668

 

If to thePurchaser, at the address set forth following Purchaser’ssignature,

or such other address, facsimile number or to theattention of such other person as the recipient party shall have specified byprior written notice to the sending party.

 

# 6.             General Provisions.

#  

## (a)           Severability.Whenever possible, each provision of this Agreement will be interpreted in suchmanner as to be effective and valid under applicable law, but if any provisionof this Agreement is held to be invalid, illegal or unenforceable in anyrespect under any applicable law or rule in any jurisdiction, such invalidity,illegality or unenforceability will not affect any other provision or any otherjurisdiction, but this Agreement will be reformed, construed and enforced insuch jurisdiction as if such invalid, illegal or unenforceable provision hadnever been contained herein.

##  

## (b)           CompleteAgreement. This Agreement embodies the complete agreement and understandingamong the parties and supersedes and preempts any prior understandings,agreements or representations by or among the parties, written or oral, whichmay have related to the subject matter hereof in any way.

##  

## (c)           Counterparts.This Agreement may be executed in separate counterparts, each of which isdeemed to be an original and all of which taken together constitute one and thesame agreement.

##  

## (d)           Successorsand Assigns. Except as otherwise provided herein, this Agreement shall bindand inure to the benefit of and be enforceable by Purchaser, the Company, andtheir respective successors and assigns (including subsequent holders ofShares); provided that the rights and obligations of Purchaser underthis Agreement shall not be assignable except in connection with a permittedtransfer of Shares hereunder and under the Stockholders Agreement andManagement Agreement.

##  

## (e)           Choiceof Law. All questions concerning the construction, validity andinterpretation of this Agreement will be governed by and construed inaccordance with the internal laws of the State of Illinois, without givingeffect to any choice of law or conflict of law provision or rule (whether ofthe State of Illinois or any other jurisdiction) that would cause theapplication of the laws of any jurisdiction other than the State of Illinois.

 

----

 

## (f)            Remedies. Each of the parties to this Agreement will be entitled toenforce its rights under this Agreement specifically, to recover damages andcosts (including attorney’s fees) caused by any breach of any provision of thisAgreement and to exercise all other rights existing in its favor. The partieshereto agree and acknowledge that money damages may not be an adequate remedyfor any breach of the provisions of this Agreement and that any party may inits sole discretion apply to any court of law or equity of competentjurisdiction (without posting any bond or deposit) for specific performanceand/or other injunctive relief in order to enforce or prevent any violations ofthe provisions of this Agreement.

##  

## (g)           Amendmentand Waiver. The provisions of this Agreement may be amended and waived onlywith the prior written consent of the Company and Purchaser. No cause ofconduct or failure or delay in enforcing the provisions of this Agreement shallaffect the validity, binding effect or enforceability of this Agreement.

##  

## (h)           BusinessDays. If any time period for giving notice or taking action hereunderexpires on a day which is a Saturday, Sunday or holiday in Chicago, Illinois,the time period shall be automatically extended to the business day immediatelyfollowing such Saturday, Sunday or holiday.

##  

## (i)            Waiverof Jury Trial. Each of the parties hereto hereby irrevocably waives any andall right to trial by jury of any claim or cause of action in any legalproceeding arising out of or related to this Agreement or the transactions orevents contemplated hereby or any course of conduct, course of dealing,statements (whether verbal or written) or actions of any party hereto. Theparties hereto each agree that any and all such claims and causes of actionshall be tried by a court trial without a jury. Each of the parties heretofurther waives any right to seek to consolidate any such legal proceeding inwhich a jury trial has been waived with any other legal proceeding in which ajury trial cannot or has not been waived.

 

----

 

**IN WITNESS WHEREOF**,the parties hereto have executed this Equity Purchase Agreement as of the datefirst written above.

 

 
|   | **VI  ACQUISITION CORP.**                 |
|--------|-------------------------------------------|
|   |                                      |
|   |                                      |
|   | By:                                       |   |   |
|   | Name:  Debra Koenig                  |
|   | Its: Executive Vice  President            |
|   |                                      |
|   |                                      |
|   | **PURCHASER**                             |
|   |                                      |
|   |                                      |   |
|   | **ANTHONY  CARROLL**                      |
|   |                                      |
|   | *State of residence:***COLORADO**         |
|   |                                      |
|   | *Purchaser’s Address for Notices**:* |
|   |                                      |
|   |                                      |   |
|   |                                      |   |
|   | Tel:                                      |   |   |
|   | Fax:                                      |   |   |
|        |                                           |  |  |  |  |

 

----