Exhibit 10.12
VI ACQUISITION CORP.
AMENDED AND RESTATED
SUBSCRIPTION AGREEMENT
This Amended and Restated Subscription Agreement, dated as of
November 19, 2003 is made by and among WIND POINT PARTNERS IV, L.P., WIND POINT
PARTNERS V, L.P. and WIND POINT IV EXECUTIVE ADVISOR PARTNERS, L.P., each of
which is a Delaware limited partnership, WIND POINT ASSOCIATES IV, LLC, a
Delaware limited liability company (collectively, the "Purchasers"), and VI
ACQUISITION CORP., a Delaware corporation (the "Corporation") and amends,
restates and replaces in its entirety that certain Subscription Agreement, dated
as of July 31, 2003 among the Purchasers and the Corporation.
Each of the Purchasers hereby subscribes for that number of
shares of Common Stock and shares of the Series A Preferred Stock (collectively,
the "Shares") of the Corporation set forth opposite its name on the attached
Exhibit A and each of them hereby agrees to pay to the Corporation the
subscription price of $1.00 per share of Common Stock and $1,000.00 per share of
Series A Preferred Stock representing the aggregate investment purchase price
reflected on Exhibit A.
Each of the Purchasers hereby represents and warrants to the
Corporation that (i) it is purchasing these Shares for its own account, for
investment only and not with a view towards their resale; (ii) it understands
that these Shares have not been registered under the Securities Act of 1933, as
amended or any state securities laws, based on exemptions from such laws, and
that these Shares may not be sold or otherwise transferred without registration
under or exemption from the provisions of applicable securities laws, and that a
legend to such effect may be placed on the certificates evidencing these Shares
referring to these restrictions on transferability and sale of the Shares, and
(iii) it is qualified by previous experience to evaluate the risks and merits of
this investment.
Each of the undersigned hereby agrees to indemnify and hold
harmless the Corporation, its affiliates, successors, and anyone acting on its
behalf from and against all damages, losses, costs, and expenses (including
reasonable attorneys' fees) which they may incur by reason of the inaccuracy or
falsity of any representation or breach of any warranty or covenant made herein
or in any document provided by the undersigned to the Corporation in connection
herewith.
Dated: November 19, 2003
Subscribing Parties:
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
[SIGNATURES BEGIN ON FOLLOWING PAGE]
WIND POINT IV EXECUTIVE ADVISOR
PARTNERS, L.P.
By: Wind Point Investors IV, L.P.
Its: General Partner
By: Wind Point Advisors LLC
Its: General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Managing Member
WIND POINT ASSOCIATES IV, LLC
By: Wind Point Investors IV, L.P.
Its: Manager
By: Wind Point Advisors LLC
Its: General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Managing Member
WIND POINT PARTNERS IV, L.P.
By: Wind Point Investors IV, L.P.
Its: General Partner
By: Wind Point Advisors LLC
Its: General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Managing Member
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Managing Member
WIND POINT PARTNERS V, L.P.
By: Wind Point Investors V, L.P.
Its: General Partner
By: Wind Point Advisors LLC
Its: General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Its: Managing Member
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: Managing Member
Accepted and agreed
as of this 19th day of November, 2003:
VI ACQUISITION CORP.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Its: Executive Vice President
EXHIBIT A
SHARES SUBSCRIBED; AGGREGATE PURCHASE PRICE
SHARES OF SERIES A AGGREGATE PURCHASE
INVESTOR SHARES OF COMMON PREFERRED PRICE
------------------------------- ----------------------------- -------------------------- --------------------
WIND POINT PARTNERS IV, L.P. 1,324 61.075 $ 62,399.00
WIND POINT PARTNERS V, L.P. 3,520 162.331 $165,851.00
WIND POINT IV EXECUTIVE 10 0.459 $ 469.00
ADVISOR PARTNERS, L.P.
WIND POINT ASSOCIATES IV, LLC 5 0.226 $ 231.00
