March 1, 2006
Exhibit 10.2
VI ACQUISITION CORP.
000 Xxxx 00xx Xxxxxx
Xxxxxx, XX 00000
March 1, 2006
Xxxxxxx X. Xxxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Dear Xx. Xxxxxxx:
Reference is hereby made to the Equity Purchase Agreement dated as of April 22, 2005 by and between VI Acquisition Corp., a Delaware corporation (the “Company”) and Xxxxxxx Xxxxxxx (“Xxxxxxx”) (such agreement, the “Agreement”). Pursuant to the Agreement, Xxxxxxx purchased 284.087 shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Preferred Stock”), at a purchase price of $1,134.16 per share (such Preferred Stock purchased by Xxxxxxx, the “Xxxxxxx Stock”). The purchase price for the Xxxxxxx Stock included the dividends that would have accrued on the Xxxxxxx Stock had such stock been issued on June 13, 2003, although such dividends had not actually accrued on the Xxxxxxx Stock as of the date of purchase.
The Company hereby agrees that upon receipt by the holders of the Preferred Stock of any payment in respect of the dividends accrued on such shares of Preferred Stock from June 13, 2003 through April 22, 2005 (the “Dividend Payment”), whether as a result of the payment of accrued dividends on the Preferred Stock by the Company, the purchase of the Preferred Stock by the Company or a third party, or otherwise, Xxxxxxx shall be entitled to receive a payment from the Company equal to the amount that Xxxxxxx would have received had Xxxxxxx (i) held the shares of Xxxxxxx Stock from June 13, 2003 through April 22, 2005, (ii) accrued dividends on such shares of Xxxxxxx Stock during such period, and (iii) received a portion of the Dividend Payment in respect of such accrued dividends.
The foregoing payment right shall terminate on a pro rata basis in proportion to the number of shares of Xxxxxxx Stock that may be repurchased by the Company prior to the occurrence of the Dividend Payment.
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VI ACQUISITION CORP. |
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By: |
/s/ Xxxxx Xxxxxx |
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Name: |
Xxxxx Xxxxxx |
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Title: |
Chief Executive Officer |
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Acknowledged and agreed |
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as of March 10, 2006 |
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/s/ Xxxxxxx X. Xxxxxxx |
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Xxxxxxx X. Xxxxxxx |
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