JOINDER AGREEMENT
Exhibit 10.33
This Joinder Agreement (this “Agreement”) is by and between VI ACQUISITION CORP., a Delaware corporation (the “Company”) and XXXXXX X. XXXXX (“Xxxxx”).
RECITALS
A. Pursuant to the terms of a Management Agreement between the Company and Guido dated of even date herewith (the “Management Agreement”), Guido is acquiring from the Company 10,948 shares of the Company’s Common Stock, par value $4.53 per share Common Stock.
B. The Company requires execution of this Joinder Agreement as a condition to the sale of the shares under the Management Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties agree as follows:
1. Registration Rights Agreement
x. Xxxxx is 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 “Registration Rights Agreement”) in the capacity of an “Executive” (as such term is defined in the Registration Rights Agreement), and Guido hereby agrees to be bound by all of the terms and conditions set forth in the Registration Rights Agreement applicable to Guido as an Executive, as to all shares purchased under the Management Agreement.
x. Xxxxx shall execute a signature page to the Registration Rights Agreement in the form attached hereto as Schedule 1.b., which signature page shall be attached to and made a part of the Registration Rights Agreement.
c. The Schedule of Security Holders to the Registration Rights Agreement shall hereby be replaced with Schedule 1.c attached hereto.
2. Stockholders Agreement
x. Xxxxx is 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 “Stockholders Agreement”) in the capacity of an “Executive” and a “Stockholder” (as such terms are defined in the Stockholders Agreement), and Guido hereby agrees to be bound by all of the terms and conditions set forth in the Stockholders Agreement
applicable to him as an Executive and a Stockholder, as to all shares purchased under the Management Agreement.
x. Xxxxx shall execute a signature page to the Stockholders Agreement in the form attached hereto as Schedule 2, which signature page shall be attached to and made a part of the Stockholders Agreement.
3. The Agreement is binding upon the parties hereto and their permitted successors and assigns.
4. This Agreement may be executed in one or more counterparts, and by facsimile signature, each of which shall be deemed an original, but all of which when taken together, shall constitute one and the same instrument.
5. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day of May, 2006.
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Company: |
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VI ACQUISITION CORP. |
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By: |
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Xxxxx Xxxxxx, President |
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XXXXXX X. XXXXX |
2
SCHEDULE 1.b.
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XXXXXX X. XXXXX |
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VI Acquisition
Corp.
Registration Rights Agreement
Joinder Signature Page
SCHEDULE 1.c
SCHEDULE OF SECURITY HOLDERS
WIND POINT PARTNERS IV, L.P.
WIND POINT PARTNERS V, L.P.
WIND POINT IV EXECUTIVE ADVISOR PARTNERS, L.P.
WIND POINT ASSOCIATES IV, LLC
000 X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Fax: (000) 000-0000
Tel.: (000) 000-0000
Attn.: Xxxxxxx X. Xxxxx
With a copy to:
Xxxxxxxx & Xxxxxx, Ltd.
00 X. Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
Tel: (000) 000-0000
Attn: Xxxx X. Xxxxxxx, Esq.
MID OAKS INVESTMENTS LLC
000 Xxxx Xxxx Xxxx, Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
Tel: (000) 000-0000
Attn: Xxxxx X. Xxxxxxxx
With a copy to:
XXXXXXXXX TRAURIG, LLP
00 Xxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Fax: (000) 000-0000
Tel: (000) 000-0000
Attn: Xxxxx X. Xxxxxxxxxx
X.X. XXXXXXX PRIVATE EQUITY PARTNERS QP II, L.P.
A.G. XXXXXXX PRIVATE EQUITY PARTNERS II, L.P.
A.G. Xxxxxxx Capital, Inc.
Xxx Xxxxx Xxxxxxxxx
Xx. Xxxxx, XX 00000
Fax: (000) 000-0000
Tel: (000) 000-0000
Attn: Xxxxxxxx X. Xxxx
XXXXXX XXX XXXXXXXXXX
00 Xxxxxx Xxxxx Xx.
Xxxxxxxx, XX 00000
ALLIED CAPITAL CORPORATION
000 X. Xxxxxxxx Xxx., Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xx Xxxx, Managing Director
With a copy to:
Xxxxx & Xxx Xxxxx PLLC
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxx Xxxxxxxxxx
GLEACHER MEZZANINE FUND I, L.P.
GLEACHER MEZZANINE FUND P, L.P.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xxx, Managing Director
With a copy to:
Xxxxx & Xxx Xxxxx PLLC
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxx Xxxxxxxxxx
SUNTRUST BANKS, INC.
C/O SUNTRUST EQUITY PARTNERS
000 Xxxxxxxxx Xxxxxx, X.X., 00xx Xxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxx Xxxxxx, Director
With a copy to:
Xxxxx & Xxx Xxxxx PLLC
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attn: Xxxx Xxxxxxxxxx
2
IF TO THE FOLLOWING EXECUTIVES, at the address appearing in the Company’s records:
Xxxxx Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxxxx Xxxxxxx
VI Acquisition
Corp.
Stockholders Agreement
Schedule of Security Holders
3
SCHEDULE 2
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XXXXXX X. XXXXX |
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VI Acquisition
Corp.
Stockholders Agreement
Joinder Signature Page
