Exhibit 10.1
EQUITY PURCHASE AGREEMENT
THIS EQUITY PURCHASE AGREEMENT (this "Agreement") is made as of April 22, 2005,
between VI ACQUISITION CORP., a Delaware corporation (the "Company"), and
ANTHONY CARROLL ("Purchaser").
RECITALS
The Company and Purchaser desire to enter into an agreement pursuant to which
Purchaser will commit to purchase, and the Company will commit to sell, 5,802
shares of the Company's Common Stock, par value $0.0001 per share
("Common
Stock") and 284.087
shares of the Company's Series A Preferred Stock, par value
$0.0001 per share ("Preferred Stock"). All of such shares of Common Stock and
Preferred Stock are referred to herein as the "Shares."
Prior to the date of this Agreement, Purchaser has executed that certain Joinder
Agreement by and between the Company and the Purchaser dated as of February 27,
2004 ("Joinder Agreement"), pursuant to which Purchaser was made a party to that
certain Stockholders Agreement by and among the Company, and the other parties
named therein, dated as of June 13, 2003 (the "Stockholders Agreement") and
Purchaser has also executed that certain Management Agreement by and between the
Company and Purchaser dated 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
$4.53 PER SHARE AND 284.087 SHARES OF PREFERRED STOCK AT A PRICE OF $1,134.16
PER SHARE. THE COMPANY WILL DELIVER TO PURCHASER THE CERTIFICATES REPRESENTING
THE SHARES, AND PURCHASER WILL DELIVER TO THE COMPANY A CASHIER'S OR CERTIFIED
CHECK OR WIRE TRANSFER OF FUNDS IN THE AGGREGATE AMOUNT OF $348,483.17.
2.
REPRESENTATIONS AND WARRANTIES OF PURCHASER. IN CONNECTION WITH
THE PURCHASE AND SALE OF THE SHARES PURSUANT HERETO, PURCHASER REPRESENTS AND
WARRANTS TO THE COMPANY THAT:
(A)
THE SHARES WILL BE ACQUIRED FOR PURCHASER'S OWN ACCOUNT AND NOT
WITH A VIEW TO, OR INTENTION OF, DISTRIBUTION THEREOF IN VIOLATION OF THE
SECURITIES ACT OF 1933, AS AMENDED FROM TIME TO TIME (THE "SECURITIES ACT"), OR
ANY APPLICABLE STATE SECURITIES LAWS, AND THE SHARES WILL NOT BE DISPOSED OF IN
CONTRAVENTION OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS;
(B)
PURCHASER IS SOPHISTICATED IN FINANCIAL MATTERS AND IS ABLE TO
EVALUATE THE RISKS AND BENEFITS OF THE INVESTMENT IN THE SHARES;
(C)
PURCHASER IS ABLE TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN
THE SHARES FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SHARES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT
AND, THEREFORE, CANNOT BE SOLD UNLESS SUBSEQUENTLY REGISTERED UNDER THE
SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE;
(D)
PURCHASER HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND RECEIVE
ANSWERS CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING OF THE SHARES AND
HAS HAD FULL ACCESS TO SUCH OTHER INFORMATION CONCERNING THE COMPANY AS
PURCHASER HAS REQUESTED;
(E)
THIS AGREEMENT AND ANY OTHER AGREEMENT CONTEMPLATED HEREBY
CONSTITUTE LEGAL, VALID AND BINDING OBLIGATIONS OF PURCHASER, ENFORCEABLE IN
ACCORDANCE WITH THEIR TERMS,