AND THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS
AGREEMENT AND SUCH OTHER AGREEMENTS BY PURCHASER DOES NOT AND WILL NOT CONFLICT
WITH, VIOLATE OR CAUSE A BREACH OF ANY AGREEMENT, CONTRACT OR INSTRUMENT TO
WHICH PURCHASER IS A PARTY OR ANY JUDGMENT, ORDER OR DECREE TO WHICH PURCHASER
IS SUBJECT;
(F)
PURCHASER IS NOT A PARTY TO OR BOUND BY ANY OTHER EMPLOYMENT
AGREEMENT, NONCOMPETE AGREEMENT OR CONFIDENTIALITY AGREEMENT WHICH CONFLICTS
WITH THE OBLIGATIONS SET FORTH IN THIS AGREEMENT; AND
(G)
PURCHASER IS A RESIDENT OF THE STATE SET FORTH FOLLOWING
PURCHASER'S SIGNATURE.
3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY. IN CONNECTION WITH
THE PURCHASE AND SALE OF THE SHARES PURSUANT HERETO, THE COMPANY REPRESENTS AND
WARRANTS TO PURCHASER THAT:
(A)
ORGANIZATION AND AUTHORITY. THE COMPANY IS A CORPORATION DULY
FORMED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE. THE COMPANY HAS ALL REQUISITE CORPORATE POWER AND AUTHORITY TO CARRY
OUT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(B)
DULY AUTHORIZED SHARES. THE ISSUANCE OF THE SHARES HAS BEEN DULY
AUTHORIZED BY THE COMPANY. WHEN DELIVERED AND FULLY PAID FOR BY PURCHASER, THE
SHARES WILL BE VALIDLY ISSUED, FULLY PAID AND NON-ASSESSABLE.
4.
RESTRICTIONS ON TRANSFER OF SHARES. THE MANAGEMENT AGREEMENT AND
THE STOCKHOLDERS AGREEMENT AND OTHER DOCUMENTS TO WHICH PURCHASER IS A PARTY
CONTAIN CERTAIN RESTRICTIONS ON THE TRANSFERABILITY OF THE SHARES AND OTHER
OBLIGATIONS OF PURCHASER WITH RESPECT TO THE SHARES AND OTHERWISE.
5.
NOTICES. ANY NOTICE PROVIDED FOR IN THIS AGREEMENT SHALL BE IN
WRITING AND SHALL BE DEEMED TO HAVE BEEN GIVEN (A) WHEN DELIVERED PERSONALLY TO
THE RECIPIENT, (B) ONE (1) BUSINESS DAY FOLLOWING DEPOSIT WITH A REPUTABLE
EXPRESS COURIER SERVICE FOR NEXT DAY DELIVERY (CHARGES PREPAID), (C) THREE (3)
BUSINESS DAYS AFTER IT IS MAILED TO THE RECIPIENT BY CERTIFIED OR REGISTERED
MAIL, RETURN RECEIPT REQUESTED AND POSTAGE PREPAID, OR (D) ONE (1) BUSINESS DAY
AFTER RECEIPT IS ELECTRONICALLY CONFIRMED, IF SENT BY FAX (PROVIDED THAT A HARD
COPY SHALL BE PROMPTLY SENT BY FIRST CLASS MAIL, POSTAGE PREPAID). SUCH NOTICES,
DEMANDS AND OTHER COMMUNICATIONS SHALL BE SENT TO THE PURCHASER AND TO THE
COMPANY AT THE ADDRESSES INDICATED BELOW OR TO SUCH OTHER ADDRESS OR TO THE
ATTENTION OF SUCH OTHER PERSON AS THE RECIPIENT PARTY HAS SPECIFIED BY PRIOR
WRITTEN NOTICE TO THE SENDING PARTY:
If to the Company:
VI Acquisition Corp.
400 West 48th Avenue
Denver, Colorado 80216
Attn:
Chief Executive Officer
Tel:
(303) 296-2121
Fax:
(303) 672-2668
If to the Purchaser, at the address set forth following Purchaser's signature,
or such other address, facsimile number or to the attention of such other person
as the recipient party shall have specified by prior written notice to the
sending party.
6.
GENERAL PROVISIONS.
(A)
SEVERABILITY. WHENEVER POSSIBLE, EACH PROVISION OF THIS AGREEMENT
WILL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE
LAW, BUT IF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID, ILLEGAL OR
UNENFORCEABLE IN ANY RESPECT UNDER