Common use of COOPERATION IN PREPARATION OF REGISTRATION STATEMENT Clause in Contracts

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY and STOCKHOLDERS shall furnish or cause to be furnished to VPI and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required for inclusion in, and will cooperate with VPI and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS agree promptly to advise VPI if, at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transaction.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY and STOCKHOLDERS shall furnish or cause to be furnished to VPI PARENT and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required for inclusion in, and will cooperate with VPI PARENT and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS agree promptly to advise VPI if, PARENT if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER Stockholder represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such informationmisleading. If, prior to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, PARENT will keep the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject Other Founding Companies advised as to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations status of the COMPANYRegistration Statement, or on behalf including receipt of SEC comments, PARENT'S response thereto, and the COMPANY anticipated date and time of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionits effectiveness.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY and STOCKHOLDERS shall furnish or cause to be furnished to VPI CTS and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required requested by CTS or the Underwriters for inclusion in, and will cooperate with VPI CTS and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principlesGAAP, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS agree promptly to advise VPI if, CTS if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information furnished by the COMPANY or the STOCKHOLDERS for use in the Registration Statement with respect to itself, and each STOCKHOLDER represents and warrants, as to such information furnished by the COMPANY or the STOCKHOLDERS for use in the Registration Statement with respect to the COMPANY and himself or herself, that the Registration Statement at its effective date, at the date of the final Prospectus, each preliminary prospectus and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading. (b) CTS agrees that it will use its best efforts to provide to the COMPANY and its counsel copies of material drafts of the Registration Statement as they are prepared and to the extent practicable in light of the circumstances in which they were made, not misleading and that timetable of the STOCKHOLDERS IPO and the potential need to respond promptly to SEC, NASD or Nasdaq comments, to give the COMPANY have had the opportunity sufficient time to review and approve comment upon such information. If, documents prior to filing with the 25th day after SEC. Any objections posed by the COMPANY or its counsel shall state with specificity the material in question, the reason for the objection, and the COMPANY's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five business days immediately preceding the date scheduled for the effective date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject agree that (i) two hours from the time the proposed changes are transmitted to the provisions of Section 7.8, COMPANY's counsel if such notification shall not relieve either transmission is during the COMPANY COMPANY's normal business hours or (ii) four hours from the STOCKHOLDERS of their respective obligations under this Agreement, and, subject time the proposed changes are transmitted to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of COMPANY's counsel if such transmission is not during the COMPANY's normal business hours, or on behalf of the COMPANY is sufficient time to review and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition respond to the consummation of this transactionproposed changes.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The Each COMPANY and the STOCKHOLDERS shall furnish or cause to be furnished to VPI and the Underwriters all of the information concerning the such COMPANY and the STOCKHOLDERS required for inclusion in, and will cooperate with VPI and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The Each COMPANY and the STOCKHOLDERS agree promptly to advise VPI if, at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the any COMPANY or the STOCKHOLDERS becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY COMPANIES and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY COMPANIES and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANYCOMPANIES. Insofar as the information contained in the Registration Statement relates solely to the COMPANY COMPANIES or the STOCKHOLDERS, as of the effective date of the Registration Statement the each COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY COMPANIES and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS and the COMPANY COMPANIES have had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY COMPANIES or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY COMPANIES or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY COMPANIES and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY COMPANIES or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANYCOMPANIES, or on behalf of the COMPANY COMPANIES and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transaction.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY and STOCKHOLDERS shall furnish or cause to be furnished to VPI HOLDING and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required requested by HOLDING or the Underwriters for inclusion in, and will cooperate with VPI HOLDING and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS agree promptly to advise VPI if, HOLDING if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement at its effective date, at the date of the Final Prospectus (as defined in the Underwriting Agreement), the Preliminary Prospectus (as defined in the Underwriting Agreement), and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionmisleading.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Company and STOCKHOLDERS the Seller shall furnish or cause to be furnished to VPI the Purchaser and the Underwriters underwriters of the Initial Public Offering (the "Underwriters") all of the information concerning the COMPANY Company or the Seller reasonably requested by the Purchaser and the STOCKHOLDERS required for inclusion inUnderwriters, and will cooperate with VPI the Purchaser and the Underwriters in the preparation of, any registration statement (or similar document) relating to the Registration Statement Purchaser Financing Transaction and the prospectus (or similar document) included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Company and the STOCKHOLDERS Seller agree promptly to advise VPI if, the Purchaser if at any time during the period in which a prospectus relating to the offering Purchaser Financing Transaction is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Company or the STOCKHOLDERS Seller becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY The Purchaser agrees to use its commercially reasonable best efforts to prepare and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of file the Registration Statement as promptly as practicable, to furnish the Company with a copy thereof and each amendment thereto in substantially the form in which it is to be filed as promptly as reasonably practicable prior to filing, and such filing (it being understood that neither the Company nor the Seller have any obligation to review the same other than with respect to all amendments thereto, VPI will give information regarding the COMPANY Company or the Sellers) and STOCKHOLDERS an opportunity diligently seek to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in cause the Registration Statement relates solely to be declared effective and the Initial Public Offering to be completed. The Purchaser agrees that neither the Seller nor the Company shall have any responsibility for pro forma adjustments that may be made to the COMPANY or Financial Statements. (b) The Company and the STOCKHOLDERSSeller acknowledge and agree (i) that, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect prior to the COMPANY execution and himself delivery of a definitive underwriting agreement, the Underwriters have made no firm commitment, binding agreement, or herselfpromise or other assurance of any kind, whether express or implied, oral or written, that the Registration Statement will not include an untrue statement become effective or that the Initial Public Offering pursuant thereto will occur at a particular price or within a particular range of a material fact prices or omit to state a material fact required to be stated therein or necessary to make occur at all, (ii) that none of the statements thereinprospective Underwriters of the Purchaser's common stock, in light the Initial Public Offering nor any officers, directors, agents or representatives of such Underwriters shall have any liability to the Seller, the Company or any other person affiliated or associated with the Company for any failure of the circumstances Registration Statement to become effective, the Initial Public Offering to occur at a particular price or within a particular range of prices or occur at all, and (iii) the decision of the Seller to enter into this Agreement and, if applicable, to vote in which they were made, not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such information. If, prior favor of or consent to the 25th day after transactions contemplated hereby, has been or will be made independent of, and without reliance upon, any statements, opinions or other communications of, or due diligence investigation which have been or will be made or performed by any prospective Underwriter, relative to the date Purchaser or the prospective Initial Public Offering. The Seller acknowledges that shares of DocuNet Common Stock received as a part of the final prospectus of VPI utilized in connection with Purchase Price, if any, will not be issued pursuant to the IPORegistration Statement; and, therefore, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would Underwriters shall have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject no obligation to the provisions of Section 7.8, such notification shall not relieve either Seller with respect to any disclosure contained in the COMPANY or Registration Statement and no Seller may assert any claim against the STOCKHOLDERS of their respective obligations under this Agreement, and, subject Underwriters relating to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or Registration Statement on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionaccount thereof.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Company and STOCKHOLDERS Sellers shall furnish or cause to be furnished to VPI the Purchaser, Newco and the Underwriters underwriters of the Initial Public Offering (the "Underwriters") all of the information concerning the COMPANY Company or the Sellers reasonably requested by the Purchaser, Newco and the STOCKHOLDERS required for inclusion inUnderwriters, and will cooperate with VPI the Purchaser, Newco and the Underwriters in the preparation of, any registration statement (or similar document) relating to the Registration Statement Purchaser Financing Transaction and the prospectus (or similar document) included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Company and the STOCKHOLDERS Sellers agree promptly to advise VPI if, the Purchaser if at any time during the period in which a prospectus relating to the offering Purchaser Financing Transaction is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Company or the STOCKHOLDERS Sellers becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY The Purchaser agrees to use its commercially reasonable best efforts to prepare and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of file the Registration Statement as promptly as practicable, to furnish the Company with a copy thereof and each amendment thereto in substantially the form in which it is to be filed as promptly as reasonably practicable prior to filing, and such filing (it being understood that neither the Sellers nor the Company has any obligation to review the same other than with respect to all amendments thereto, VPI will give information regarding the COMPANY Company or the Sellers) and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate diligently seek to the COMPANY. Insofar as the information contained in cause the Registration Statement relates solely to be declared effective and the Initial Public Offering to be completed. The Purchaser agrees that neither the Sellers nor the Company shall have any responsibility for pro forma adjustments that may be made to the COMPANY or the STOCKHOLDERS, as Financial Statements. (b) The Company and each of the effective date of the Registration Statement the COMPANY represents Sellers acknowledge and warrants as to such information with respect to itselfagree (i) that, and each STOCKHOLDER represents and warrants, as to such information with respect prior to the COMPANY execution and himself delivery of a definitive underwriting agreement, the Underwriters have made no firm commitment, binding agreement, or herselfpromise or other assurance of any kind, whether express or implied, oral or written, that the Registration Statement will not include an untrue statement become effective or that the Initial Public Offering pursuant thereto will occur at a particular price or within a particular range of a material fact prices or omit to state a material fact required to be stated therein or necessary to make occur at all, (ii) that none of the statements thereinprospective Underwriters of the Purchaser's common stock, in light the Initial Public Offering nor any officers, directors, agents or representatives of such Underwriters shall have any liability to the Sellers, the Company or any other person affiliated or associated with the Company for any failure of the circumstances Registration Statement to become effective, the Initial Public Offering to occur at a particular price or within a particular range of prices or occur at all, and (iii) the decision of the Sellers to enter into this Agreement and, if applicable, to vote in which they were made, not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such information. If, prior favor of or consent to the 25th day after transactions contemplated hereby, has been or will be made independent of, and without reliance upon, any statements, opinions or other communications of, or due diligence investigation which have been or will be made or performed by any prospective Underwriter, relative to the date Purchaser or the prospective Initial Public Offering. The Sellers acknowledge that shares of DocuNet Common Stock received as a part of the final prospectus of VPI utilized in connection with Purchase Price, if any, will not be issued pursuant to the IPORegistration Statement; and, therefore, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would Underwriters shall have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject no obligation to the provisions of Section 7.8, such notification shall not relieve either Sellers with respect to any disclosure contained in the COMPANY or Registration Statement and no Seller may assert any claim against the STOCKHOLDERS of their respective obligations under this Agreement, and, subject Underwriters relating to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or Registration Statement on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionaccount thereof.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY and STOCKHOLDERS shall furnish or cause to be furnished to VPI CEI and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required requested by CEI or the Underwriters for inclusion in, and will cooperate with VPI CEI and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS agree promptly to advise VPI if, CEI if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement at its effective date, at the date of the Final Prospectus (as defined in the Underwriting Agreement), the Preliminary Prospectus (as defined in the Underwriting Agreement), and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionmisleading.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Company and STOCKHOLDERS Stockholders shall furnish or cause to be furnished to VPI Clarant and the Underwriters all of the information concerning the COMPANY Company and the STOCKHOLDERS required Stockholders requested by Clarant or the Underwriters for inclusion in, and will cooperate with VPI Clarant and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Company and the STOCKHOLDERS Stockholders agree promptly to advise VPI if, Clarant if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Company or the STOCKHOLDERS becomes incorrect Stockholders contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY Company or the STOCKHOLDERSStockholders, as of the effective date of the Registration Statement the COMPANY Company represents and warrants as to such information with respect to itselfitself and its Subsidiaries, and each STOCKHOLDER Stockholder represents and warrants, as to such information with respect to the COMPANY Company and himself or herself, that the Registration Statement at its effective date, at the date of the final Prospectus, each preliminary prospectus and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading. (b) Clarant agrees that it will use its commercially reasonable best efforts to provide to the Company and its counsel copies of drafts of the circumstances in which Registration Statement as they were made, not misleading are prepared and that to give the STOCKHOLDERS Company and the COMPANY have had the opportunity Stockholders a reasonable period of time to review and approve comment upon such information. If, documents prior to filing with the 25th day after SEC. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Company's and the Stockholders' proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the three business days immediately preceding the date scheduled for the effective date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY Company and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject Stockholders agree that two hours from the time the proposed changes are transmitted to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject Company's counsel is sufficient time to the provisions of Section 7.8, at the sole option of VPI, the truth review and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition respond to the consummation of this transactionproposed changes.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY Company and STOCKHOLDERS Stockholders shall furnish or cause to be furnished to VPI QSI and the Underwriters all of the information concerning the COMPANY Company and the STOCKHOLDERS Stockholders required for inclusion in, and will cooperate with VPI QSI and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Company and the STOCKHOLDERS Stockholders agree promptly to advise VPI if, QSI if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY Company or the STOCKHOLDERS Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI QSI will give the COMPANY Company and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS Stockholders an opportunity to review and comment on those portions of such the Registration Statement and all amendments that relate thereto prior to the COMPANYfiling. Insofar as the information contained in the Registration Statement relates solely to the COMPANY Company or the STOCKHOLDERSStockholders, as of the effective date of the Registration Statement the COMPANY Company represents and warrants as to such information with respect to itself, and each STOCKHOLDER Stockholder represents and warrants, as to such information with respect to the COMPANY Company and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS each Stockholder and the COMPANY have Company has had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI QSI utilized in connection with the IPO, the COMPANY Company or the STOCKHOLDERS Stockholders become aware of any fact or circumstance which would change (or, if after the Closing Funding and Consummation Date, would have changed) a representation or warranty of the COMPANY Company or the STOCKHOLDERS Stockholders in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY Company and the STOCKHOLDERS Stockholders shall immediately give notice of such fact or circumstance to VPIQSI. However, subject to the provisions of Section 7.86.8, such notification shall not relieve either the COMPANY Company or the STOCKHOLDERS Stockholders of their respective obligations under this Agreement, and, subject to the provisions of Section 7.86.8, at the sole option of VPIQSI, the truth and accuracy of any and all warranties and representations of the COMPANYCompany, or on behalf of the COMPANY Company and of STOCKHOLDERS Stockholders at the date of this Agreement and on the Pre-Closing Date and on the Closing Funding and Consummation Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transaction.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Company and STOCKHOLDERS the Seller shall furnish or cause to be furnished to VPI the Purchaser, Newco and the Underwriters underwriters of the Initial Public Offering (the "Underwriters") all of the information concerning the COMPANY Company or the Seller reasonably requested by the Purchaser, Newco and the STOCKHOLDERS required for inclusion inUnderwriters, and will cooperate with VPI the Purchaser, Newco and the Underwriters in the preparation of, any registration statement (or similar document) relating to the Registration Statement Purchaser Financing Transaction and the prospectus (or similar document) included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Company and the STOCKHOLDERS Seller agree promptly to advise VPI if, the Purchaser if at any time during the period in which a prospectus relating to the offering Purchaser Financing Transaction is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Company or the STOCKHOLDERS Seller becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY The Purchaser agrees to use its commercially reasonable best efforts to prepare and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of file the Registration Statement as promptly as practicable, to furnish the Company with a copy thereof and each amendment thereto in substantially the form in which it is to be filed as promptly as reasonably practicable prior to filing, and such filing (it being understood that neither the Company nor the Sellers has any obligation to review the same other than with respect to all amendments thereto, VPI will give information regarding the COMPANY Company or the Seller) and STOCKHOLDERS an opportunity diligently seek to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in cause the Registration Statement relates solely to be declared effective and the Initial Public Offering to be completed. The Purchaser agrees that neither the Seller nor the Company shall have any responsibility for pro forma adjustments that may be made to the COMPANY or Financial Statements. (b) The Company and the STOCKHOLDERSSeller acknowledge and agree (i) that, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect prior to the COMPANY execution and himself delivery of a definitive underwriting agreement, the Underwriters have made no firm commitment, binding agreement, or herselfpromise or other assurance of any kind, whether express or implied, oral or written, that the Registration Statement will not include an untrue statement become effective or that the Initial Public Offering pursuant thereto will occur at a particular price or within a particular range of a material fact prices or omit to state a material fact required to be stated therein or necessary to make occur at all, (ii) that none of the statements thereinprospective Underwriters of the Purchaser's common stock, in light the Initial Public Offering nor any officers, directors, agents or representatives of such Underwriters shall have any liability to the Seller, the Company or any other person affiliated or associated with the Company for any failure of the circumstances Registration Statement to become effective, the Initial Public Offering to occur at a particular price or within a particular range of prices or occur at all, and (iii) the decision of the Seller to enter into this Agreement and, if applicable, to vote in favor of or consent to the transactions contemplated hereby, has been or will be made independent of, and without reliance upon, any statements, opinions or other communications of, or due diligence investigation which they were madehave been or will be made or performed by any prospective Underwriter, relative to the Purchaser or the prospective Initial Public Offering. The Seller acknowledges that shares of DocuNet Common Stock received as a part of the Purchase Price, if any, will not misleading and that be issued pursuant to the STOCKHOLDERS Registration Statement; and, therefore, the Underwriters shall have no obligation to the Seller with respect to any disclosure contained in the Registration Statement and the COMPANY have had Seller may not assert any claim against the opportunity to review and approve such information. If, prior Underwriters relating to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or Registration Statement on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionaccount thereof.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY and STOCKHOLDERS STOCKHOLDER shall furnish or cause to be furnished to VPI TSII and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS STOCKHOLDER required for inclusion in, and will cooperate with VPI TSII and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS STOCKHOLDER agree promptly to advise VPI if, TSII if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS STOCKHOLDER becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI TSII will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS STOCKHOLDER an opportunity to review and comment on those portions of such the Registration Statement and all amendments that relate thereto prior to the COMPANYfiling. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERSSTOCKHOLDER, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each the STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS STOCKHOLDER and the COMPANY have has had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI TSII utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become STOCKHOLDER becomes aware of any fact or circumstance which would change (or, if after the Closing Funding and Consummation Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS STOCKHOLDER in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS STOCKHOLDER shall immediately give notice of such fact or circumstance to VPITSII. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS STOCKHOLDER of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPITSII, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS STOCKHOLDER at the date of this Agreement and on the Pre-Closing Date and on the Closing Funding and Consummation Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transaction.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY and STOCKHOLDERS shall furnish or cause to be furnished to VPI ETS and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required for inclusion in, and will cooperate with VPI ETS and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, statements prepared in accordance with generally accepted adopted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS agree agrees promptly to advise VPI if, ETS if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and misleading. (b) Provided that the STOCKHOLDERS and ETS shall have complied with Section 7.8(e), the COMPANY have had shall make the opportunity to review and approve such information. If, prior following representation directly to the 25th day Underwriters in connection with the IPO: There is no untrue statement of a material fact relating to the COMPANY contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or any omission to state therein a material fact relating to such COMPANY required to be stated therein or necessary to make the statements therein not misleading. (c) Provided that ETS shall have complied with Section 7.8(e), the COMPANY shall indemnify the Underwriters directly in connection with the IPO as follows: The COMPANY covenants and agrees that it will indemnify, defend, protect and hold harmless the Underwriters at all times from and after the date of the final Underwriting Agreement entered into between ETS and the Underwriters in connection with the IPO from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to COMPANY, contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of VPI utilized or based upon any omission or alleged omission to state therein a material fact relating to COMPANY required to be stated therein or necessary to make the statements therein not misleading, provided, that the Company shall not be liable for any amount in excess of the amount of the proceeds received by the STOCKHOLDERS in connection with the Merger. For purposes of calculating the amount of any proceeds received by a STOCKHOLDER, ETS Stock received by such STOCKHOLDER shall be valued at its initial public offering price. (d) The representation contained in Section 7.8(b) and the indemnification contained in Section 7.8(c) shall be null and void and of no force and effect in the event comparable provisions are contained in the Underwriting Agreement executed in connection with the IPO. (e) ETS agrees that it will provide to the COMPANY and its counsel copies of the drafts of the Registration Statement as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or (iii) circulate any prospectus forming a part of, the Registration Statement (or any amendment thereto) that contains information with respect to the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after that varies materially from the Closing Date, would have changed) a representation or warranty last draft of the COMPANY Registration Statement (or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, amendment thereto) reviewed by the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of its counsel unless the COMPANY and of STOCKHOLDERS such counsel (x) have had at the date of this Agreement least two days to review such revised information and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes heretoy) shall be a precondition have not objected to the consummation substance of this transactionthe information contained therein.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY COMPANIES and STOCKHOLDERS the STOCKHOLDER shall furnish or cause to be furnished to VPI PC and the Underwriters all of the information concerning the COMPANY COMPANIES and the STOCKHOLDERS required STOCKHOLDER reasonably requested by PC or the Underwriters for inclusion in, and will cooperate with VPI PC and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, and in form otherwise reasonably requested by PC or the Underwriters as suitable for inclusion in the Registration Statement). The COMPANY PC and the STOCKHOLDERS NEWCOS agree to use their best efforts to provide to the STOCKHOLDER and the COMPANIES copies of all drafts of the Registration Statement circulated to the working group as a whole, including the prospectus included therein and all amendments and exhibits thereto and any other documents and correspondence received by or filed with the SEC, and, to the extent practicable in light of the timetable for the IPO and the potential need to respond promptly to SEC, NASD or NASDAQ comments, to give the STOCKHOLDER and the COMPANIES sufficient time to review and comment upon such documents prior to filing with the SEC. The COMPANIES and the STOCKHOLDER agree promptly to advise VPI if, PC if at any time during the 25 day period following the date of the final prospectus with respect to the IPO (the "Final Prospectus") in which a prospectus relating to the offering IPO is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the either COMPANY or the STOCKHOLDERS becomes incorrect STOCKHOLDER and which was provided by or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft behalf of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the STOCKHOLDER or either COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained or their respective agents or representatives for inclusion in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERSStatement, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement will not include an contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of and to provide the circumstances in which they were made, not misleading and that information needed to correct such misstatement or omission. Insofar as the STOCKHOLDERS and the COMPANY have had the opportunity information requested relates solely to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the either COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the STOCKHOLDER and was provided by either COMPANY or the STOCKHOLDERS STOCKHOLDER or their respective agents or representatives for inclusion in this Agreement or would affect any document delivered pursuant hereto in any material respectthe Registration Statement, the each COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. HoweverSTOCKHOLDER represents and warrants that the Registration Statement at its effective date, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement each of the Final Prospectus and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition each amendment to the consummation of this transaction.Registration Statement or supplement to the Final Prospectus, and at each closing date with

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The Each COMPANY and the STOCKHOLDERS shall furnish or cause to be furnished to VPI and the Underwriters all of the information concerning the such COMPANY and the STOCKHOLDERS required for inclusion in, and will cooperate with VPI and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The Each COMPANY and the STOCKHOLDERS agree promptly to advise VPI if, at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the any COMPANY or the STOCKHOLDERS becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY COMPANIES and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY COMPANIES and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANYCOMPANIES. Insofar as the information contained in the Registration Statement relates solely to the COMPANY COMPANIES or the STOCKHOLDERS, as of the effective date of the Registration Statement the each COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY COMPANIES and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS and the COMPANY COMPANIES have had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY COMPANIES or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY COMPANIES or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY COMPANIES and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY COMPANIES or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANYCOMPANIES, or on behalf of the COMPANY COMPANIES and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transaction.Annexes

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Company and STOCKHOLDERS Sellers shall furnish or cause to be furnished to VPI the Purchaser, Newco and the Underwriters underwriters of the Initial Public Offering (the "Underwriters") all of the information concerning the COMPANY Company or the Sellers reasonably requested by the Purchaser, Newco and the STOCKHOLDERS required for inclusion inUnderwriters, and will cooperate with VPI the Purchaser, Newco and the Underwriters in the preparation of, any registration statement (or similar document) relating to the Registration Statement Purchaser Financing Transaction and the prospectus (or similar document) included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Company and the STOCKHOLDERS Sellers agree promptly to advise VPI if, the Purchaser if at any time during the period in which a prospectus relating to the offering Purchaser Financing Transaction is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Company or the STOCKHOLDERS Sellers becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY The Purchaser agrees to use its commercially reasonable best efforts to prepare and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of file the Registration Statement as promptly as practicable, to furnish the Company with a copy thereof and each amendment thereto in substantially the form in which it is to be filed as promptly as reasonably practicable prior to filing, and such filing (it being understood that neither the Company nor the Sellers has any obligation to review the same other than with respect to all amendments thereto, VPI will give information regarding the COMPANY Company or the Sellers) and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate diligently seek to the COMPANY. Insofar as the information contained in cause the Registration Statement relates solely to be declared effective and the Initial Public Offering to be completed. The Purchaser agrees that neither the Company nor the Sellers shall have any responsibility for pro forma adjustments that may be made to the COMPANY or the STOCKHOLDERS, as Financial Statements. (b) The Company and each of the effective date of the Registration Statement the COMPANY represents Sellers acknowledge and warrants as to such information with respect to itselfagree (i) that, and each STOCKHOLDER represents and warrants, as to such information with respect prior to the COMPANY execution and himself delivery of a definitive underwriting agreement, the Underwriters have made no firm commitment, binding agreement, or herselfpromise or other assurance of any kind, whether express or implied, oral or written, that the Registration Statement will not include an untrue statement become effective or that the Initial Public Offering pursuant thereto will occur at a particular price or within a particular range of a material fact prices or omit to state a material fact required to be stated therein or necessary to make occur at all, (ii) that none of the statements thereinprospective Underwriters of the Purchaser's common stock, in light the Initial Public Offering nor any officers, directors, agents or representatives of such Underwriters shall have any liability to the Sellers, the Company or any other person affiliated or associated with the Company for any failure of the circumstances Registration Statement to become effective, the Initial Public Offering to occur at a particular price or within a particular range of prices or occur at all, and (iii) the decision of the Sellers to enter into this Agreement and, if applicable, to vote in which they were made, not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such information. If, prior favor of or consent to the 25th day after transactions contemplated hereby, has been or will be made independent of, and without reliance upon, any statements, opinions or other communications of, or due diligence investigation which have been or will be made or performed by any prospective Underwriter, relative to the date Purchaser or the prospective Initial Public Offering. The Sellers acknowledge that shares of DocuNet Common Stock received as a part of the final prospectus of VPI utilized in connection with Purchase Price, if any, will not be issued pursuant to the IPORegistration Statement; and, therefore, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would Underwriters shall have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject no obligation to the provisions of Section 7.8, such notification shall not relieve either Sellers with respect to any disclosure contained in the COMPANY or Registration Statement and no Seller may assert any claim against the STOCKHOLDERS of their respective obligations under this Agreement, and, subject Underwriters relating to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or Registration Statement on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionaccount thereof.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY and STOCKHOLDERS STOCKHOLDER shall furnish or cause to be furnished to VPI CTS and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required STOCKHOLDER requested by CTS or the Underwriters for inclusion in, and will cooperate with VPI CTS and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principlesGAAP, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS STOCKHOLDER agree promptly to advise VPI if, CTS if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect STOCKHOLDER contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERSSTOCKHOLDER, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each the STOCKHOLDER represents and warrants, as to such information furnished by the COMPANY or the STOCKHOLDER for use in the Registration Statement with respect to the COMPANY and himself or herselfitself, that the Registration Statement at its effective date, at the date of the final Prospectus, each preliminary prospectus and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading. (b) CTS agrees that it will use its best efforts to provide to the COMPANY and its counsel copies of material drafts of the Registration Statement as they are prepared and to the extent practicable in light of the circumstances in which they were made, not misleading and that timetable of the STOCKHOLDERS IPO and the potential need to respond promptly to SEC, NASD or Nasdaq comments, to give the COMPANY have had the opportunity sufficient time to review and approve comment upon such information. If, documents prior to filing with the 25th day after SEC. Any objections -45- posed by the COMPANY or its counsel shall state with specificity the material in question, the reason for the objection, and the COMPANY's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five business days immediately preceding the date scheduled for the effective date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject STOCKHOLDER agree that (i) two hours from the time the proposed changes are transmitted to the provisions of Section 7.8, COMPANY's counsel if such notification shall not relieve either transmission is during the COMPANY COMPANY's normal business hours or (ii) four hours from the STOCKHOLDERS of their respective obligations under this Agreement, and, subject time the proposed changes are transmitted to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of COMPANY's counsel if such transmission is not during the COMPANY's normal business hours, or on behalf of the COMPANY is sufficient time to review and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition respond to the consummation of this transactionproposed changes.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY and the STOCKHOLDERS shall furnish or cause to be furnished to VPI PC and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required reasonably requested by PC or the Underwriters for inclusion in, and will cooperate with VPI PC and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, and in form otherwise reasonably requested by PC or the Underwriters as suitable for inclusion in the Registration Statement). PC and NEWCO agree to use their best efforts to provide to the STOCKHOLDERS and the COMPANY copies of all drafts of the Registration Statement circulated to the working group as a whole, including the prospectus included therein and all amendments and exhibits thereto and any other documents and correspondence received by or filed with the SEC, and, to the extent practicable in light of the timetable for the IPO and the potential need to respond promptly to SEC, NASD or NASDAQ comments, to give the STOCKHOLDERS and the COMPANY sufficient time to review and comment upon such documents prior to filing with the SEC. The COMPANY and the STOCKHOLDERS agree promptly to advise VPI if, PC if at any time during the 25 day period following the date of the final prospectus with respect to the IPO (the "Final Prospectus") in which a prospectus relating to the offering IPO is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect and which was provided by or incomplete in any material respect, and to provide on behalf of the information needed to correct such inaccuracy. VPI will give STOCKHOLDERS or the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained or their respective agents or representatives for inclusion in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERSStatement, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement will not include an contains any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transaction.omits to

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY and STOCKHOLDERS Company shall furnish or cause to be furnished to VPI LEC and the Underwriters all of the information concerning the COMPANY Company, the Company Subsidiaries and the STOCKHOLDERS Participating Securityholders’ required for inclusion in, and will cooperate with VPI LEC and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited audited, if any, unaudited and unaudited pro forma financial statements, prepared in accordance with generally accepted accounting principlesGAAP, in form suitable for inclusion in the Registration Statement, as well as completed director and officer questionnaires and registration statement questionnaires). The COMPANY and the STOCKHOLDERS agree Company agrees to promptly to advise VPI if, LEC if at any time during the period in which a prospectus relating to the offering IPO is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY Company, the Company Subsidiaries or the STOCKHOLDERS Participating Securityholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give To the COMPANY extent that the information relates solely to the Company, the Company Subsidiaries or the Participating Securityholders prior to Closing, the Company represents and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft warrants that none of the Registration Statement prior information provided by Company to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained LEC for use in the Registration Statement relates solely to (which, may include completed directors and officers questionnaires and registration statement questionnaires), including information contained in this Agreement (including the COMPANY Company Disclosure Schedule), includes or the STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such information. misleading. (b) If, prior to the 25th day after the date of the final prospectus of VPI LEC utilized in connection with the IPO, the COMPANY Company or the STOCKHOLDERS become Stockholders’ Representative becomes aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY Company or the STOCKHOLDERS Stockholders’ Representative in this Agreement in any material respect or would affect any document delivered pursuant hereto in any material respect, the COMPANY Company and the STOCKHOLDERS Stockholders’ Representative shall immediately give notice of such fact or circumstance to VPI. HoweverLEC; provided, however, that subject to the provisions of Section 7.86.8, such notification shall not relieve either the COMPANY Company or the STOCKHOLDERS Stockholders’ Representative of their respective obligations under this Agreement, Agreement and, subject to the provisions of Section 7.86.8, at the sole option of VPILEC, the truth and accuracy of any and all representations and warranties and representations of the COMPANY, Company or on behalf of the COMPANY and of STOCKHOLDERS Stockholders’ Representative at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of the transactions contemplated by this transactionAgreement. (c) The Company will not hold a meeting to vote on, or otherwise seek, the Required Company Stockholder Vote at any time before the Registration Statement has been publicly available for at least three (3) Business Days.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY and STOCKHOLDERS STOCKHOLDER shall furnish or cause to be furnished to VPI CTS and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required STOCKHOLDER requested by CTS or the Underwriters for inclusion in, and will cooperate with VPI CTS and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principlesGAAP, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS STOCKHOLDER agree promptly to advise VPI if, CTS if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect STOCKHOLDER contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERSSTOCKHOLDER, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information furnished by the COMPANY or the STOCKHOLDER for use in the Registration Statement with respect to itself, and each the STOCKHOLDER represents and warrants, as to such information furnished by the COMPANY or the STOCKHOLDER for use in the Registration Statement with respect to the COMPANY and himself or herself, that the Registration Statement at its effective date, at the date of the final Prospectus, each preliminary prospectus and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading. (b) CTS agrees that it will use its best efforts to provide to the COMPANY and its counsel copies of material drafts of the Registration Statement as they are prepared and to the extent practicable in light of the circumstances in which they were made, not misleading and that timetable of the STOCKHOLDERS IPO and the potential need to respond promptly to SEC, NASD or Nasdaq comments, to give the COMPANY have had the opportunity sufficient time to review and approve comment upon such information. If, documents prior to filing with the 25th day after SEC. Any objections posed by the COMPANY or its counsel shall state with specificity the material in question, the reason for the objection, and the COMPANY's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five business days immediately preceding the date scheduled for the effective date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject STOCKHOLDER agree that (i) two hours from the time the proposed changes are transmitted to the provisions of Section 7.8, COMPANY's counsel if such notification shall not relieve either transmission is during the COMPANY COMPANY's normal business hours or (ii) four hours from the STOCKHOLDERS of their respective obligations under this Agreement, and, subject time the proposed changes are transmitted to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of COMPANY's counsel if such transmission is not during the COMPANY's normal business hours, or on behalf of the COMPANY is sufficient time to review and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition respond to the consummation of this transactionproposed changes.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY and STOCKHOLDERS shall furnish or cause to be furnished to VPI ETS and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required for inclusion in, and will cooperate with VPI ETS and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, statements prepared in accordance with generally accepted adopted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS agree agrees promptly to advise VPI if, ETS if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERSCOMPANY, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and misleading. (b) Provided that the STOCKHOLDERS and ETS shall have complied with Section 7.8(e), the COMPANY have had shall make the opportunity to review and approve such information. If, prior following representation directly to the 25th day Underwriters in connection with the IPO: There is no untrue statement of a material fact relating to the COMPANY contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or any omission to state therein a material fact relating to such COMPANY required to be stated therein or necessary to make the statements therein not misleading. (c) Provided that ETS shall have complied with Section 7.8(e), the COMPANY shall indemnify the Underwriters directly in connection with the IPO as follows: The COMPANY covenants and agrees that it will indemnify, defend, protect and hold harmless the Underwriters at all times from and after the date of the final Underwriting Agreement entered into between ETS and the Underwriters in connection with the IPO from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) under the 1933 Act, the 1934 Act or other Federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement of a material fact relating to COMPANY, contained in any preliminary prospectus, the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of VPI utilized or based upon any omission or alleged omission to state therein a material fact relating to COMPANY required to be stated therein or necessary to make the statements therein not misleading, provided, that the COMPANY shall not be liable for any amount in excess of the aggregate amount of the proceeds received by the STOCKHOLDERS of the COMPANY in connection with the Merger. For purposes of calculating the amount of any proceeds received by the STOCKHOLDERS of the COMPANY, ETS Stock received by such STOCKHOLDER shall be valued at its initial public offering price. (d) The representation contained in Section 7.8(b) and the indemnification contained in Section 7.8(c) shall be null and void and of no force and effect in the event comparable provisions are contained in the Underwriting Agreement executed in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change . (or, if after the Closing Date, would have changede) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, ETS agrees that it will provide to the COMPANY and its counsel copies of the STOCKHOLDERS shall immediately give notice drafts of such fact the Registration Statement as they are prepared and will not (i) file with the SEC, (ii) request the acceleration of the effectiveness of or circumstance to VPI. However(iii) circulate any prospectus forming a part of, subject the Registration Statement (or any amendment thereto) that contains information with respect to the provisions of Section 7.8, such notification shall not relieve either COMPANY that varies materially from the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations last draft of the COMPANY, Registration Statement (or on behalf of any amendment thereto) reviewed by the COMPANY and of STOCKHOLDERS its counsel unless the COMPANY and such counsel (x) have had at the date of this Agreement least two days to review such revised information and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes heretoy) shall be a precondition have not objected to the consummation substance of this transactionthe information contained therein.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY Company and STOCKHOLDERS Founding Stockholders shall furnish or cause to be furnished to VPI QSI and the Underwriters all of the information concerning the COMPANY Company and the STOCKHOLDERS Stockholders required for inclusion in, and will cooperate with VPI QSI and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Company and the STOCKHOLDERS Founding Stockholders agree promptly to advise VPI if, QSI if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY Company or the STOCKHOLDERS Stockholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI QSI will give the COMPANY Company and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS Stockholders an opportunity to review and comment on those portions of such the Registration Statement and all amendments that relate thereto prior to the COMPANYfiling. Insofar as the information contained in the Registration Statement relates solely to the COMPANY Company or the STOCKHOLDERSStockholders, as of the effective date of the Registration Statement the COMPANY Company represents and warrants as to such information with respect to itself, and each STOCKHOLDER Founding Stockholder represents and warrants, as to such information with respect to the COMPANY Company and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS each Founding Stockholder and the COMPANY have Company has had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI QSI utilized in connection with the IPO, the COMPANY Company or the STOCKHOLDERS Founding Stockholders become aware of any fact or circumstance which would change (or, if after the Closing Funding and Consummation Date, would have changed) a representation or warranty of the COMPANY Company or the STOCKHOLDERS Stockholders in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY Company and the STOCKHOLDERS Founding Stockholders shall immediately give notice of such fact or circumstance to VPIQSI. However, subject to the provisions of Section 7.86.8, such notification shall not relieve either the COMPANY Company or the STOCKHOLDERS Founding Stockholders of their respective obligations under this Agreement, and, subject to the provisions of Section 7.86.8, at the sole option of VPIQSI, the truth and accuracy of any and all warranties and representations of the COMPANYCompany, or on behalf of the COMPANY Company and of STOCKHOLDERS the Founding Stockholders at the date of this Agreement and on the Pre-Closing Date and on the Closing Funding and Consummation Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transaction.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY Company and STOCKHOLDERS the Stockholders shall furnish or use reasonable efforts to cause to be furnished to VPI CLC and the Underwriters all of the information concerning the COMPANY Company and the STOCKHOLDERS Stockholders and their Affiliates as CLC may reasonably request required for inclusion in, and will cooperate with VPI CLC and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principlesGAAP, in form suitable for inclusion in the Registration Statement). The COMPANY parties hereto agree that the disclosure of information with respect to the Company and the STOCKHOLDERS Stockholders and their Affiliates in the Registration Statement and while marketing the securities of CLC in the IPO shall not be a violation of any confidentiality agreement, including Article 14 of this Agreement, among the parties hereto or their officers or stockholders. The Company and the Stockholders agree promptly to advise VPI if, CLC if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY Company or the STOCKHOLDERS Stockholders or their Affiliates becomes incorrect or incomplete in any material respect, respect and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY The Company and the STOCKHOLDERS an opportunity and a reasonable amount of time Stockholders shall have the right to review and comment on a substantially final draft of approve in advance any statements made about the Company or the Stockholders in the Registration Statement prior Statement. Subject to filing, the Company's and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to Stockholder's review and comment on those portions approval of such amendments that relate to information in the COMPANY. Insofar Registration Statement, insofar as the information contained in the Registration Statement relates solely to the COMPANY Company or the STOCKHOLDERSStockholders or their Affiliates, as of the effective date of the Registration Statement the COMPANY Company represents and warrants as to such information with respect to itself, and each STOCKHOLDER Stockholder represents and warrants, as to such information with respect to the COMPANY Company and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading misleading. CLC represents and warrants that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such information. If, prior to the 25th day after the date Registration Statement will not include an untrue statement of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any a material fact or circumstance which would change (oromit to state a material fact required to be stated therein or necessary to make the statements therein, if after the Closing Date, would have changed) a representation or warranty in light of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transaction.the

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY COMPANIES and STOCKHOLDERS STOCKHOLDER shall furnish or cause to be furnished to VPI PARENT and the Underwriters all of the information concerning the COMPANY COMPANIES and the STOCKHOLDERS STOCKHOLDER required for inclusion in, and will cooperate with VPI PARENT and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY COMPANIES and the STOCKHOLDERS STOCKHOLDER agree promptly to advise VPI if, PARENT if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY COMPANIES or the STOCKHOLDERS STOCKHOLDER becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY COMPANIES or the STOCKHOLDERSSTOCKHOLDER, as of the effective date of the Registration Statement the COMPANY represents COMPANIES represent and warrants warrant as to such information with respect to itselfthemselves, and each the STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY COMPANIES and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading and that misleading. PARENT will keep the STOCKHOLDERS COMPANIES and the COMPANY have had the opportunity to review and approve such information. If, prior Other Founding Companies advised as to the 25th day after the date status of the final prospectus Registration Statement, including receipt of VPI utilized in connection with the IPOSEC comments, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (orPARENT'S response thereto, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice anticipated date and time of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionits effectiveness.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Seller and STOCKHOLDERS the Shareholders shall furnish or cause to be furnished to VPI the Purchaser and the Underwriters underwriters of the Initial Public Offering (the "Underwriters") all of the information concerning the COMPANY Seller or the Shareholders reasonably requested by the Purchaser and the STOCKHOLDERS required for inclusion inUnderwriters, and will cooperate with VPI the Purchaser and the Underwriters in the preparation of, any registration statement (or similar document) relating to the Registration Statement Purchaser Financing Transaction and the prospectus (or similar document) included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Seller and the STOCKHOLDERS Shareholders agree promptly to advise VPI if, the Purchaser if at any time during the period in which a prospectus relating to the offering Purchaser Financing Transaction is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Seller or the STOCKHOLDERS Shareholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY The Purchaser agrees to use its commercially reasonable best efforts to prepare and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of file the Registration Statement as promptly as practicable, to furnish the Seller with a copy thereof and each amendment thereto in substantially the form in which it is to be filed as promptly as practicable prior to filing, and such filing (it being understood that neither the Seller nor any of the Shareholders has any obligation to review the same other than with respect to all amendments theretoinformation regarding the Company, VPI will give the COMPANY Seller or the Shareholders) and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate diligently seek to the COMPANY. Insofar as the information contained in cause the Registration Statement relates solely to be declared effective and the Initial Public Offering to be completed. The Purchaser agrees that neither the Seller nor any of the Shareholders shall have any responsibility for pro forma adjustments that may be made to the COMPANY or the STOCKHOLDERS, as Financial Statements. (b) The Seller and each of the effective date of the Registration Statement the COMPANY represents Shareholders acknowledge and warrants as to such information with respect to itselfagree (i) that, and each STOCKHOLDER represents and warrants, as to such information with respect prior to the COMPANY execution and himself delivery of a definitive underwriting agreement, the Underwriters have made no firm commitment, binding agreement, or herselfpromise or other assurance of any kind, whether express or implied, oral or written, that the Registration Statement will not include an untrue statement become effective or that the Initial Public Offering pursuant thereto will occur at a particular price or within a particular range of a material fact prices or omit to state a material fact required to be stated therein or necessary to make occur at all, (ii) that none of the statements thereinprospective Underwriters of the Purchaser's common stock, in light the Initial Public Offering nor any officers, directors, agents or representatives of such Underwriters shall have any liability to the Shareholders, the Seller or any other person affiliated or associated with the Seller for any failure of the circumstances in which they were madeRegistration Statement to become effective, not misleading the Initial Public Offering to occur at a particular price or within a particular range of prices or occur at all, and that (iii) the STOCKHOLDERS decision of the Shareholders and the COMPANY have had the opportunity Seller to review and approve such information. Ifenter into this Agreement and, prior if applicable, to vote in favor of or consent to the 25th day after transactions contemplated hereby, has been or will be made independent of, and without reliance upon, any statements, opinions or other communications of, or due diligence investigation which have been or will be made or performed by any prospective Underwriter, relative to the date Purchaser or the prospective Initial Public Offering. The Seller acknowledges that shares of DocuNet Common Stock received as a part of the final prospectus of VPI utilized in connection with Purchase Price, if any, will not be issued pursuant to the IPORegistration Statement; and, therefore, the COMPANY Underwriters shall have no obligation to the Seller or the STOCKHOLDERS become aware of Shareholders with respect to any fact or circumstance which would change (or, if after disclosure contained in the Closing Date, would have changed) a representation or warranty of Registration Statement and neither Seller nor any Shareholder may assert any claim against the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject Underwriters relating to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or Registration Statement on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionaccount thereof.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY and STOCKHOLDERS shall furnish or cause to be furnished to VPI TSII and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required for inclusion in, and will cooperate with VPI TSII and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS agree promptly to advise VPI if, TSII if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI TSII will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement and all amendments thereto prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the draft Registration Statement provided to the STOCKHOLDERS will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS each STOCKHOLDER and the COMPANY have has had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI TSII utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Funding and Consummation Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPITSII. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPITSII, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the 51 COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Funding and Consummation Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transaction.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Company and STOCKHOLDERS Seller shall furnish or cause to be furnished to VPI the Purchaser and the Underwriters underwriters of the Initial Public Offering (the "Underwriters") all of the information concerning the COMPANY Company or the Seller reasonably requested by the Purchaser and the STOCKHOLDERS required for inclusion inUnderwriters, and will cooperate with VPI the Purchaser and the Underwriters in the preparation of, any registration statement (or similar document) relating to the Registration Statement Purchaser Financing Transaction and the prospectus (or similar document) included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Company and the STOCKHOLDERS Seller agree promptly to advise VPI if, the Purchaser if at any time during the period in which a prospectus relating to the offering Purchaser Financing Transaction is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Company or the STOCKHOLDERS Seller becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY The Purchaser agrees to use its commercially reasonable best efforts to prepare and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of file the Registration Statement as promptly as practicable, to furnish the Company with a copy thereof and each amendment thereto in substantially the form in which it is to be filed as promptly as reasonably practicable prior to filing, and such filing (it being understood that neither the Company nor the Seller has any obligation to review the same other than with respect to all amendments thereto, VPI will give information regarding the COMPANY Company or the Seller) and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate diligently seek to the COMPANY. Insofar as the information contained in cause the Registration Statement relates solely to be declared effective and the Initial Public Offering to be completed. The Purchaser agrees that neither the Company nor the Seller shall have any responsibility for pro forma adjustments that may be made to the COMPANY or Financial Statements. (b) The Company and the STOCKHOLDERSSeller acknowledge and agree (i) that, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect prior to the COMPANY execution and himself delivery of a definitive underwriting agreement, the Underwriters have made no firm commitment, binding agreement, or herselfpromise or other assurance of any kind, whether express or implied, oral or written, that the Registration Statement will not include an untrue statement become effective or that the Initial Public Offering pursuant thereto will occur at a particular price or within a particular range of a material fact prices or omit to state a material fact required to be stated therein or necessary to make occur at all; (ii) that none of the statements thereinprospective Underwriters of the Purchaser's common stock, in light the Initial Public Offering nor any officers, directors, agents or representatives of such Underwriters shall have any liability to the Seller, the Company or any other person affiliated or associated with the Company for any failure of the circumstances Registration Statement to become effective, the Initial Public Offering to occur at a particular price or within a particular range of prices or occur at all; and (iii) the decision of the Seller to enter into this Agreement and, if applicable, to vote in which they were made, not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such information. If, prior favor of or consent to the 25th day after transactions contemplated hereby, has been or will be made independent of, and without reliance upon, any statements, opinions or other communications of, or due diligence investigation which have been or will be made or performed by any prospective Underwriter, relative to the date Purchaser or the prospective Initial Public Offering. The Seller acknowledges that shares of DocuNet Common Stock received as a part of the final prospectus of VPI utilized in connection with Purchase Price, if any, will not be issued pursuant to the IPORegistration Statement; and, therefore, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would Underwriters shall have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject no obligation to the provisions of Section 7.8, such notification shall not relieve either Seller with respect to any disclosure contained in the COMPANY or Registration Statement and no Seller may assert any claim against the STOCKHOLDERS of their respective obligations under this Agreement, and, subject Underwriters relating to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or Registration Statement on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionaccount thereof.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY and STOCKHOLDERS Seller shall furnish or cause to be furnished to VPI LEC and the Underwriters all of the information concerning the COMPANY Seller, the Company and the STOCKHOLDERS Projects required for inclusion in, and will cooperate with VPI LEC and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited audited, unaudited and unaudited pro forma financial statements, prepared in accordance with generally accepted accounting principlesGAAP, in form suitable for inclusion in the Registration Statement, as well as completed director and officer questionnaires and registration statement questionnaires). The COMPANY and the STOCKHOLDERS agree Seller agrees to promptly to advise VPI LEC if, at any time during the period in which a prospectus relating to the offering IPO is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY Seller, the Company or the STOCKHOLDERS Project becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY Seller or the STOCKHOLDERSCompany, as of the effective date of the Registration Statement the COMPANY Seller represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such information. misleading. (b) If, prior to the 25th twenty-fifth (25th) day after the date of the final prospectus of VPI LEC utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become Seller becomes aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS Seller in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS Seller shall immediately give notice of such fact or circumstance to VPI. HoweverLEC; provided, subject to the provisions of Section 7.8however, such notification shall not relieve either the COMPANY or the STOCKHOLDERS Seller of their respective its obligations under this Agreement, Agreement and, subject to the provisions of Section 7.8, at the sole option of VPILEC, the truth and accuracy of any and all representations and warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS Seller at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of the transactions contemplated by this transactionAgreement.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Company and STOCKHOLDERS Stockholders shall furnish or cause to be furnished to VPI Clarant and the Underwriters all of the information concerning the COMPANY Company and the STOCKHOLDERS required Stockholders requested by Clarant or the Underwriters for inclusion in, and will cooperate with VPI Clarant and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Company and the STOCKHOLDERS Stockholders agree promptly to advise VPI if, Clarant if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Company or the STOCKHOLDERS becomes incorrect Stockholders contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY Company or the STOCKHOLDERSStockholders, as of the effective date of the Registration Statement the COMPANY Company represents and warrants as to such information with respect to itselfitself and any Subsidiaries, and each STOCKHOLDER Stockholder represents and warrants, as to such information with respect to the COMPANY Company and himself or herself, that the Registration Statement at its effective date, at the date of the final Prospectus, each preliminary prospectus and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading. (b) Clarant agrees that it will use its commercially reasonable best efforts to provide to the Company and its counsel copies of drafts of the circumstances in which Registration Statement as they were made, not misleading are prepared and that to give the STOCKHOLDERS Company and the COMPANY have had the opportunity Stockholders a reasonable period of time to review and approve comment upon such information. If, documents prior to filing with the 25th day after SEC. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Company's and the Stockholders' proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the three business days immediately preceding the date scheduled for the effective date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY Company and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject Stockholders agree that two hours from the time the proposed changes are transmitted to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject Company's counsel is sufficient time to the provisions of Section 7.8, at the sole option of VPI, the truth review and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition respond to the consummation of this transactionproposed changes.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Seller and STOCKHOLDERS the Shareholder shall furnish or cause to be furnished to VPI the Purchaser and the Underwriters underwriters of the Initial Public Offering (the "Underwriters") all of the information concerning the COMPANY Seller or the Shareholder reasonably requested by the Purchaser and the STOCKHOLDERS required for inclusion inUnderwriters, and will cooperate with VPI the Purchaser and the Underwriters in the preparation of, any registration statement (or similar document) relating to the Registration Statement Purchaser Financing Transaction and the prospectus (or similar document) included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Seller and the STOCKHOLDERS Shareholder agree promptly to advise VPI if, the Purchaser if at any time during the period in which a prospectus relating to the offering Purchaser Financing Transaction is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Seller or the STOCKHOLDERS Shareholder becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY The Purchaser agrees to use its commercially reasonable best efforts to prepare and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of file the Registration Statement as promptly as practicable, to furnish the Seller with a copy thereof and each amendment thereto in substantially the form in which it is to be filed as promptly as practicable prior to filing, and with respect to all amendments thereto, VPI will give such filing (it being understood that neither the COMPANY and STOCKHOLDERS an opportunity Seller nor the Shareholder has any obligation to review the same) and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in diligently seek to cause the Registration Statement relates solely to be declared effective and the Initial Public Offering to be completed. The Purchaser agrees that neither the Seller nor the Shareholder shall have any responsibility for pro forma adjustments that may be made to the COMPANY or Financial Statements. (b) The Seller and the STOCKHOLDERSShareholder acknowledge and agree: (i) that, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect prior to the COMPANY execution and himself delivery of a definitive underwriting agreement, the Underwriters have made no firm commitment, binding agreement, or herselfpromise or other assurance of any kind, whether express or implied, oral or written, that the Registration Statement will not include an untrue statement become effective or that the Initial Public Offering pursuant thereto will occur at a particular price or within a particular range of a material fact prices or omit to state a material fact required to be stated therein or necessary to make occur at all; (ii) that none of the statements thereinprospective Underwriters of the Purchaser's common stock, in light the Initial Public Offering nor any officers, directors, agents or representatives of such Underwriters shall have any liability to the Shareholder, the Seller or any other person affiliated or associated with the Seller for any failure of the circumstances in which they were madeRegistration Statement to become effective, not misleading the Initial Public Offering to occur at a particular price or within a particular range of prices or occur at all; and that (iii) the STOCKHOLDERS decision of the Shareholder and the COMPANY have had the opportunity Seller to review and approve such information. Ifenter into this Agreement and, prior if applicable, to vote in favor of or consent to the 25th day after transactions contemplated hereby, has been or will be made independent of, and without reliance upon, any statements, opinions or other communications of, or due diligence investigation which have been or will be made or performed by any prospective Underwriter, relative to the date Purchaser or the prospective Initial Public Offering. The Seller acknowledges that shares of DocuNet Common Stock received as a part of the final prospectus of VPI utilized in connection with Purchase Price, if any, will not be issued pursuant to the IPORegistration Statement; and, therefore, the COMPANY Underwriters shall have no obligation to the Seller or the STOCKHOLDERS become aware of Shareholder with respect to any fact or circumstance which would change (or, if after disclosure contained in the Closing Date, would have changed) a representation or warranty of Registration Statement and neither Seller nor the COMPANY or Shareholder may assert any claim against the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject Underwriters relating to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or Registration Statement on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionaccount thereof.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Seller and STOCKHOLDERS the Shareholders shall furnish or cause to be furnished to VPI the Purchaser and the Underwriters underwriters of the Initial Public Offering (the "Underwriters") all of the information concerning the COMPANY Seller or the Shareholders reasonably requested by the Purchaser and the STOCKHOLDERS required for inclusion inUnderwriters, and will cooperate with VPI the Purchaser and the Underwriters in the preparation of, any registration statement (or similar document) relating to the Registration Statement Purchaser Financing Transaction and the prospectus (or similar document) included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Seller and the STOCKHOLDERS Shareholders agree promptly to advise VPI if, the Purchaser if at any time during the period in which a prospectus relating to the offering Purchaser Financing Transaction is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Seller or the STOCKHOLDERS Shareholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY The Purchaser agrees to use its commercially reasonable best efforts to prepare and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of file the Registration Statement as promptly as practicable, to furnish the Seller with a copy thereof and each amendment thereto in substantially the form in which it is to be filed as promptly as reasonably practicable prior to filing, and such filing (it being understood that neither the Seller nor any of the Shareholders has any obligation to review the same other than with respect to all amendments thereto, VPI will give information regarding the COMPANY Company or the Seller) and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate diligently seek to the COMPANY. Insofar as the information contained in cause the Registration Statement relates solely to be declared effective and the Initial Public Offering to be completed. The Purchaser agrees that neither the Seller nor any of the Shareholders shall have any responsibility for pro forma adjustments that may be made to the COMPANY or the STOCKHOLDERS, as Financial Statements. (b) The Seller and each of the effective date of the Registration Statement the COMPANY represents Shareholders acknowledge and warrants as to such information with respect to itselfagree (i) that, and each STOCKHOLDER represents and warrants, as to such information with respect prior to the COMPANY execution and himself delivery of a definitive underwriting agreement, the Underwriters have made no firm commitment, binding agreement, or herselfpromise or other assurance of any kind, whether express or implied, oral or written, that the Registration Statement will not include an untrue statement become effective or that the Initial Public Offering pursuant thereto will occur at a particular price or within a particular range of a material fact prices or omit to state a material fact required to be stated therein or necessary to make occur at all, (ii) that none of the statements thereinprospective Underwriters of the Purchaser's common stock, in light the Initial Public Offering nor any officers, directors, agents or representatives of such Underwriters shall have any liability to the Shareholders, the Seller or any other person affiliated or associated with the Seller for any failure of the circumstances in which they were madeRegistration Statement to become effective, not misleading the Initial Public Offering to occur at a particular price or within a particular range of prices or occur at all, and that (iii) the STOCKHOLDERS decision of the Shareholders and the COMPANY have had the opportunity Seller to review and approve such information. Ifenter into this Agreement and, prior if applicable, to vote in favor of or consent to the 25th day after transactions contemplated hereby, has been or will be made independent of, and without reliance upon, any statements, opinions or other communications of, or due diligence investigation which have been or will be made or performed by any prospective Underwriter, relative to the date Purchaser or the prospective Initial Public Offering. The Seller acknowledges that shares of DocuNet Common Stock received as a part of the final prospectus of VPI utilized in connection with Purchase Price, if any, will not be issued pursuant to the IPORegistration Statement; and, therefore, the COMPANY Underwriters shall have no obligation to the Seller or the STOCKHOLDERS become aware of Shareholders with respect to any fact or circumstance which would change (or, if after disclosure contained in the Closing Date, would have changed) a representation or warranty of Registration Statement and neither Seller nor any Shareholder may assert any claim against the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject Underwriters relating to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or Registration Statement on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionaccount thereof.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY and the STOCKHOLDERS shall furnish or cause to be furnished to VPI CTS and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required requested by CTS or the Underwriters for inclusion in, and will cooperate with VPI CTS and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principlesGAAP, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS agree promptly to advise VPI if, CTS if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information furnished by the COMPANY or the STOCKHOLDERS for use in the Registration Statement with respect to itself, and each STOCKHOLDER represents and warrants, as to such information furnished by the COMPANY or the STOCKHOLDERS for use in the Registration Statement with respect to the COMPANY and himself or herself, that the Registration Statement at its effective date, at the date of the final Prospectus, each preliminary prospectus and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, therein not misleading. (b) CTS agrees that it will use its best efforts to provide to the COMPANY and its counsel copies of material drafts of the Registration Statement as they are prepared and to the extent practicable in light of the circumstances in which they were made, not misleading and that timetable of the STOCKHOLDERS IPO and the potential need to respond promptly to SEC, NASD or Nasdaq comments, to give the COMPANY have had the opportunity sufficient time to review and approve comment upon such information. If, documents prior to filing with the 25th day after SEC. Any objections posed by the COMPANY or its counsel shall state with specificity the material in question, the reason for the objection, and the COMPANY's proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the five business days immediately preceding the date scheduled for the effective date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject agree that (i) two hours from the time the proposed changes are transmitted to the provisions of Section 7.8, COMPANY's counsel if such notification shall not relieve either transmission is during the COMPANY COMPANY's normal business hours or (ii) four hours from the STOCKHOLDERS of their respective obligations under this Agreement, and, subject time the proposed changes are transmitted to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of COMPANY's counsel if such transmission is not during the COMPANY's normal business hours, or on behalf of the COMPANY is sufficient time to review and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition respond to the consummation of this transactionproposed changes.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY and STOCKHOLDERS shall furnish or cause to be furnished to VPI TSII and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required for inclusion in, and will cooperate with VPI TSII and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS agree promptly to advise VPI if, TSII if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI TSII will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement and all amendments thereto prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS each STOCKHOLDER and the COMPANY have has had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI TSII utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Funding and Consummation Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPITSII. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPITSII, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Funding and Consummation Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transaction.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Company and STOCKHOLDERS Members shall furnish or cause to be furnished to VPI Clarant and the Underwriters all of the information concerning the COMPANY Company and the STOCKHOLDERS required Members requested by Clarant or the Underwriters for inclusion in, and will cooperate with VPI Clarant and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Company and the STOCKHOLDERS Members agree promptly to advise VPI if, Clarant if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Company or the STOCKHOLDERS becomes incorrect Members contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY Company or the STOCKHOLDERSMembers, as of the effective date of the Registration Statement the COMPANY Company represents and warrants as to such information with respect to itselfitself , and each STOCKHOLDER Member represents and warrants, as to such information with respect to the COMPANY Company and himself or herself, that the Registration Statement at its effective date, at the date of the final Prospectus, each preliminary prospectus and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading. (b) Clarant agrees that it will use its commercially reasonable best efforts to provide to the Company and its counsel copies of drafts of the circumstances in which Registration Statement as they were made, not misleading are prepared and that to give the STOCKHOLDERS and Company or the COMPANY have had the opportunity Members sufficient time to review and approve comment upon such information. If, documents prior to filing with the 25th day after SEC. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Company's and the Members' proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the three business days immediately preceding the date scheduled for the effective date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY Company and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject Members agree that two hours from the time the proposed changes are transmitted to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject Company's counsel is sufficient time to the provisions of Section 7.8, at the sole option of VPI, the truth review and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition respond to the consummation of this transactionproposed changes.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY and STOCKHOLDERS the STOCKHOLDER shall furnish or cause to be furnished to VPI PC and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required STOCKHOLDER reasonably requested by PC or the Underwriters for inclusion in, and will cooperate with VPI PC and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, and in form otherwise reasonably requested by PC or the Underwriters as suitable for inclusion in the Registration Statement). PC and NEWCO agree to use their best efforts to provide to the STOCKHOLDER and the COMPANY copies of all drafts of the Registration Statement circulated to the working group as a whole, including the prospectus included therein and all amendments and exhibits thereto and any other documents and correspondence received by or filed with the SEC, and, to the extent practicable in light of the timetable for the IPO and the potential need to respond promptly to SEC, NASD or NASDAQ comments, to give the STOCKHOLDER and the COMPANY sufficient time to review and comment upon such documents prior to filing with the SEC. PC and NEWCO also agree to provide to counsel to the STOCKHOLDER a copy of the Underwriting Agreement in respect of the IPO and to give the STOCKHOLDER and the COMPANY sufficient time to review and comment upon such agreement (including allowing the STOCKHOLDER to be present at the meeting or meetings of PC's Pricing Committee with respect to the pricing of the IPO) prior to its execution. The COMPANY and the STOCKHOLDERS STOCKHOLDER agree promptly to advise VPI if, PC if at any time during the 25 day period following the date of the final prospectus with respect to the IPO (the "Final Prospectus") in which a prospectus relating to the offering IPO is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect STOCKHOLDER and which was provided in writing by or incomplete in any material respect, and to provide on behalf of the information needed to correct such inaccuracy. VPI will give STOCKHOLDER or the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained or their respective agents or representatives for inclusion in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERSStatement, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement will not include an contains any untrue statement of a material fact or omit omits to state a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in light of and to provide the circumstances in which they were made, not misleading and that information needed to correct such misstatement or omission. Insofar as the STOCKHOLDERS and the COMPANY have had the opportunity information requested relates solely to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of STOCKHOLDER and was provided in writing by the COMPANY or the STOCKHOLDERS in this Agreement STOCKHOLDER or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreementagents or representatives for inclusion in the Registration Statement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transaction.each

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY and STOCKHOLDERS Seller shall furnish or use reasonable efforts to cause to be furnished to VPI RV Centers and the Underwriters all of the information concerning the COMPANY Seller and its Affiliates, the Business and the STOCKHOLDERS Assets as RV Centers may reasonably request required for inclusion in, and will cooperate with VPI RV Centers and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principlesGAAP, in form suitable for inclusion in the Registration Statement). The COMPANY parties hereto agree that the disclosure of information with respect to the Seller and its Affiliates, the Business and the STOCKHOLDERS agree Assets in the Registration Statement and while marketing the securities of RV Centers in the IPO shall not be a violation of any confidentiality agreement, including Article 13 of this Agreement, among the parties hereto or their officers or stockholders. The Seller agrees promptly to advise VPI if, RV Centers if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY Seller or its Affiliates, the STOCKHOLDERS Business and the Assets becomes incorrect or incomplete in any material respect, respect and to provide the information needed to correct such inaccuracy. VPI will give Subject to the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time Seller's right to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of approve such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement set forth in Section 4.33 above, only insofar as the information relates solely to the COMPANY Seller or its Affiliates, the STOCKHOLDERSBusiness and the Assets, as of the effective date of the Registration Statement the COMPANY Seller represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herselfinformation, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionmisleading.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY and STOCKHOLDERS Contributor shall furnish or cause to be furnished to VPI Clarant and the Underwriters all of the information concerning the COMPANY and Contributor reasonably requested by Clarant or the STOCKHOLDERS required Underwriters for inclusion in, and will cooperate with VPI Clarant and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS agree Contributor agrees promptly to advise VPI if, Clarant if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Contributor contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the STOCKHOLDERS becomes incorrect or incomplete in any material respectstatements therein not misleading, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or Contributor, the STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY Contributor represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herselfinformation, that the Registration Statement at its effective date, at the date of the final Prospectus, each preliminary prospectus and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading. (b) Clarant agrees that it will use its commercially reasonable best efforts to provide to the Contributor and its counsel copies of drafts of the circumstances in which Registration Statement as they were made, not misleading are prepared and that to give the STOCKHOLDERS and the COMPANY have had the opportunity Contributor a reasonable period of time to review and approve comment upon such information. If, documents prior to the 25th day after the date of the final prospectus of VPI utilized in connection filing with the IPOSEC. Any objections posed by the Contributor or its counsel shall be in writing and state with specificity the material in question, the COMPANY or reason for the STOCKHOLDERS become aware of any fact or circumstance which would change (orobjection, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionContributor's proposed alternative.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY and STOCKHOLDERS shall furnish or cause to be furnished to VPI HOLDING and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required requested by HOLDING or the Underwriters for inclusion in, and will cooperate with VPI HOLDING and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS agree promptly to advise VPI if, HOLDING if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER (other than the Stockholders listed on Schedule 5(A)) represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement at its effective date, at the date of the Final Prospectus (as defined in the Underwriting Agreement), the Preliminary Prospectus (as defined in the Underwriting Agreement), and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionmisleading.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Company and STOCKHOLDERS Stockholders shall furnish or cause to be furnished to VPI Clarant and the Underwriters all of the information concerning the COMPANY Company and the STOCKHOLDERS Stockholders or such other stockholders of the Company requested by Clarant or required by the Underwriters for inclusion in, and will cooperate with VPI Clarant and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Company and the STOCKHOLDERS Stockholders agree promptly to advise VPI if, Clarant if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Company or the STOCKHOLDERS becomes incorrect Stockholders contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY Company or the STOCKHOLDERSStockholders, as of the effective date of the Registration Statement the COMPANY Company represents and warrants as to such information with respect to itselfitself and its Subsidiaries, and each STOCKHOLDER Stockholder represents and warrants, as to such information with respect to the COMPANY Company and himself or herself, that the Registration Statement at its effective date, at the date of the final Prospectus, each preliminary prospectus and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading. (b) Clarant agrees that it will use its commercially reasonable best efforts to provide to the Company and its counsel copies of drafts of the circumstances in which Registration Statement as they were made, not misleading are prepared and that to give the STOCKHOLDERS Company and the COMPANY have had the opportunity Stockholders a reasonable period of time to review and approve comment upon such information. If, documents prior to filing with the 25th day after SEC. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Company's and the Stockholders' proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the three business days immediately preceding the date scheduled for the effective date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY Company and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject Stockholders agree that two hours from the time the proposed changes are transmitted to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject Company's counsel is sufficient time to the provisions of Section 7.8, at the sole option of VPI, the truth review and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition respond to the consummation of this transactionproposed changes.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Company and STOCKHOLDERS Sellers shall furnish or cause to be furnished to VPI the Purchaser, Newco and the Underwriters underwriters of the Initial Public Offering (the "Underwriters") all of the information concerning the COMPANY Company or the Sellers reasonably requested by the Purchaser, Newco and the STOCKHOLDERS required for inclusion inUnderwriters, and will cooperate with VPI the Purchaser and the Underwriters in the preparation of, any registration statement (or similar document) relating to the Registration Statement Purchaser Financing Transaction and the prospectus (or similar document) included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Company and the STOCKHOLDERS Sellers agree promptly to advise VPI if, the Purchaser if at any time during the period in which a prospectus relating to the offering Purchaser Financing Transaction is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Company or the STOCKHOLDERS Sellers becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY The Purchaser agrees to use its commercially reasonable best efforts to prepare and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of file the Registration Statement as promptly as practicable, to furnish the Seller with a copy thereof and each amendment thereto in substantially the form in which it is to be filed as promptly as practicable prior to filing, and such filing (it being understood that neither the Seller nor the Shareholder has any obligation to review the same other than with respect to all amendments thereto, VPI will give information regarding the COMPANY Company or the Sellers) and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate diligently seek to the COMPANY. Insofar as the information contained in cause the Registration Statement relates solely to be declared effective and the Initial Public Offering to be completed. The Purchaser agrees that neither the Seller nor the Shareholder shall have any responsibility for pro forma adjustments that may be made to the COMPANY or the STOCKHOLDERS, as Financial Statements. (b) The Company and each of the effective date of the Registration Statement the COMPANY represents Sellers acknowledge and warrants as to such information with respect to itselfagree (i) that, and each STOCKHOLDER represents and warrants, as to such information with respect prior to the COMPANY execution and himself delivery of a definitive underwriting agreement, the Underwriters have made no firm commitment, binding agreement, or herselfpromise or other assurance of any kind, whether express or implied, oral or written, that the Registration Statement will not include an untrue statement become effective or that the Initial Public Offering pursuant thereto will occur at a particular price or within a particular range of a material fact prices or omit to state a material fact required to be stated therein or necessary to make occur at all, (ii) that none of the statements thereinprospective Underwriters of the Purchaser's common stock, in light the Initial Public Offering nor any officers, directors, agents or representatives of such Underwriters shall have any liability to the Sellers, the Company or any other person affiliated or associated with the Company for any failure of the circumstances Registration Statement to become effective, the Initial Public Offering to occur at a particular price or within a particular range of prices or occur at all, and (iii) the decision of the Sellers to enter into this Agreement and, if applicable, to vote in which they were made, not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such information. If, prior favor of or consent to the 25th day after transactions contemplated hereby, has been or will be made independent of, and without reliance upon, any statements, opinions or other communications of, or due diligence investigation which have been or will be made or performed by any prospective Underwriter, relative to the date Purchaser or the prospective Initial Public Offering. The Sellers acknowledge that shares of DocuNet Common Stock received as a part of the final prospectus of VPI utilized in connection with Purchase Price, if any, will not be issued pursuant to the IPORegistration Statement; and, therefore, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would Underwriters shall have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject no obligation to the provisions of Section 7.8, such notification shall not relieve either Sellers with respect to any disclosure contained in the COMPANY or Registration Statement and no Seller may assert any claim against the STOCKHOLDERS of their respective obligations under this Agreement, and, subject Underwriters relating to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or Registration Statement on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionaccount thereof.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY and STOCKHOLDERS shall furnish or cause to be furnished to VPI TSII and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required for inclusion in, and will cooperate with VPI TSII and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS agree promptly to advise VPI if, TSII if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI TSII will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement and all amendments thereto prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER the STOCKHOLDERS represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS and the COMPANY have has had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI TSII utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Funding and Consummation Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPITSII. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPITSII, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the 51 COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Funding and Consummation Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transaction.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY COMPANY, NEWBURY, the STOCKHOLDERS and the NEWBURY STOCKHOLDERS shall furnish or cause to be furnished to VPI PARENT and the Underwriters all of the information concerning the COMPANY COMPANY, NEWBURY, the STOCKHOLDERS and the NEWBURY STOCKHOLDERS required for inclusion in, and will cooperate with VPI PARENT and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY COMPANY, NEWBURY, the STOCKHOLDERS and the NEWBURY STOCKHOLDERS agree promptly to advise VPI if, PARENT if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY COMPANY, NEWBURY, the STOCKHOLDERS or the NEWBURY STOCKHOLDERS becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY COMPANY, NEWBURY, the STOCKHOLDERS or the NEWBURY STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY represents and warrants NEWBURY, respectively, represent and warrant as to such information with respect to itselfthemselves, and each STOCKHOLDER represents the STOCKHOLDERS and warrantsthe NEWBURY STOCKHOLDERS represent and warrant, as to such information with respect to the COMPANY and NEWBURY and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such informationmisleading. If, prior to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of PARENT will keep the COMPANY, or on behalf NEWBURY and the Other Founding Companies advised as to the status of the COMPANY Registration Statement, including receipt of SEC comments, PARENT'S response thereto, and the anticipated date and time of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionits effectiveness.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Seller and STOCKHOLDERS the Shareholders shall furnish or cause to be furnished to VPI the Purchaser, Parent and the Underwriters underwriters of the Initial Public Offering (the "Underwriters") all of the information concerning the COMPANY Seller or the Shareholders reasonably requested by the Purchaser, Parent and the STOCKHOLDERS required for inclusion inUnderwriters, and will cooperate with VPI the Purchaser, Parent and the Underwriters in the preparation of, any registration statement (or similar document) relating to the Registration Statement Purchaser Financing Transaction and the prospectus (or similar document) included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Seller and the STOCKHOLDERS Shareholders agree promptly to advise VPI if, the Purchaser and Parent if at any time during the period in which a prospectus relating to the offering Purchaser Financing Transaction is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Seller or the STOCKHOLDERS Shareholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY The Purchaser and the STOCKHOLDERS an opportunity Parent agree to use their commercially reasonable best efforts to prepare and a reasonable amount of time to review and comment on a substantially final draft of file the Registration Statement as promptly as practicable, to furnish the Seller with a copy thereof and each amendment thereto in substantially the form in which it is to be filed as promptly as reasonably practicable prior to filing, and such filing (it being understood that neither the Seller nor any of the Shareholders has any obligation to review the same other than with respect to all amendments thereto, VPI will give information regarding the COMPANY Company or the Seller or the Shareholders) and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate diligently seek to the COMPANY. Insofar as the information contained in cause the Registration Statement relates solely to be declared effective and the Initial Public Offering to be completed. The Purchaser and Parent agree that neither the Seller nor any of the Shareholders shall have any responsibility for pro forma adjustments that may be made to the COMPANY or the STOCKHOLDERS, as Financial Statements. (b) The Seller and each of the effective date of the Registration Statement the COMPANY represents Shareholders acknowledge and warrants as to such information with respect to itselfagree: (i) that, and each STOCKHOLDER represents and warrants, as to such information with respect prior to the COMPANY execution and himself delivery of a definitive underwriting agreement, the Underwriters have made no firm commitment, binding agreement, or herselfpromise or other assurance of any kind, whether express or implied, oral or written, that the Registration Statement will not include an untrue statement become effective or that the Initial Public Offering pursuant thereto will occur at a particular price or within a particular range of a material fact prices or omit to state a material fact required to be stated therein or necessary to make occur at all; (ii) that none of the statements thereinprospective Underwriters of the Purchaser's common stock, in light the Initial Public Offering nor any officers, directors, agents or representatives of such Underwriters shall have any liability to the Shareholders, the Seller or any other person affiliated or associated with the Seller for any failure of the circumstances in which they were madeRegistration Statement to become effective, not misleading the Initial Public Offering to occur at a particular price or within a particular range of prices or occur at all; and that (iii) the STOCKHOLDERS decision of the Shareholders and the COMPANY have had the opportunity Seller to review and approve such information. Ifenter into this Agreement and, prior if applicable, to vote in favor of or consent to the 25th day after transactions contemplated hereby, has been or will be made independent of, and without reliance upon, any statements, opinions or other communications of, or due diligence investigation which have been or will be made or performed by any prospective Underwriter, relative to the date Purchaser or the prospective Initial Public Offering. The Seller acknowledge that shares of DocuNet Common Stock received as a part of the final prospectus of VPI utilized in connection with Purchase Price, if any, will not be issued pursuant to the IPORegistration Statement; and, therefore, the COMPANY Underwriters shall have no obligation to the Seller or the STOCKHOLDERS become aware of Shareholders with respect to any fact or circumstance which would change (or, if after disclosure contained in the Closing Date, would have changed) a representation or warranty of Registration Statement and neither Seller nor any Shareholder may assert any claim against the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject Underwriters relating to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or Registration Statement on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionaccount thereof.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Company and STOCKHOLDERS Seller shall furnish or cause to be furnished to VPI the Purchaser and the Underwriters underwriters of the Initial Public Offering (the "Underwriters") all of the information concerning the COMPANY Company or the Seller reasonably requested by the Purchaser and the STOCKHOLDERS required for inclusion inUnderwriters, and will cooperate with VPI the Purchaser and the Underwriters in the preparation of, any registration statement (or similar document) relating to the Registration Statement Purchaser Financing Transaction and the prospectus (or similar document) included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Company and the STOCKHOLDERS Seller agree promptly to advise VPI if, the Purchaser if at any time during the period in which a prospectus relating to the offering Purchaser Financing Transaction is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Company or the STOCKHOLDERS Seller becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY The Purchaser agrees to use its commercially reasonable best efforts to prepare and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of file the Registration Statement as promptly as practicable, to furnish the Company with a copy thereof and each amendment thereto in substantially the form in which it is to be filed as promptly as reasonably practicable prior to filing, and such filing (it being understood that neither the Company nor the Seller has any obligation to review the same other than with respect to all amendments thereto, VPI will give information regarding the COMPANY Company or the Seller) and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate diligently seek to the COMPANY. Insofar as the information contained in cause the Registration Statement relates solely to be declared effective and the Initial Public Offering to be completed. The Purchaser agrees that neither the Company nor the Seller shall have any responsibility for pro forma adjustments that may be made to the COMPANY or Financial Statements. (b) The Company and the STOCKHOLDERSSeller acknowledge and agree (i) that, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect prior to the COMPANY execution and himself delivery of a definitive underwriting agreement, the Underwriters have made no firm commitment, binding agreement, or herselfpromise or other assurance of any kind, whether express or implied, oral or written, that the Registration Statement will not include an untrue statement become effective or that the Initial Public Offering pursuant thereto will occur at a particular price or within a particular range of a material fact prices or omit to state a material fact required to be stated therein or necessary to make occur at all, (ii) that none of the statements thereinprospective Underwriters of the Purchaser's common stock, in light the Initial Public Offering nor any officers, directors, agents or representatives of such Underwriters shall have any liability to the Seller, the Company or any other person affiliated or associated with the Company for any failure of the circumstances Registration Statement to become effective, the Initial Public Offering to occur at a particular price or within a particular range of prices or occur at all, and (iii) the decision of the Seller to enter into this Agreement and, if applicable, to vote in favor of or consent to the transactions contemplated hereby, has been or will be made independent of, and without reliance upon, any statements, opinions or other communications of, or due diligence investigation which they were madehave been or will be made or performed by any prospective Underwriter, relative to the Purchaser or the prospective Initial Public Offering. The Seller acknowledges that shares of DocuNet Common Stock received as a part of the Purchase Price, if any, will not misleading and that be issued pursuant to the STOCKHOLDERS Registration Statement; and, therefore, the Underwriters shall have no obligation to the Seller with respect to any disclosure contained in the Registration Statement and the COMPANY have had Seller may not assert any claim against the opportunity to review and approve such information. If, prior Underwriters relating to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or Registration Statement on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionaccount thereof.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Company and STOCKHOLDERS Members shall furnish or cause to be furnished to VPI Clarant and the Underwriters all of the information concerning the COMPANY Company and the STOCKHOLDERS required Members requested by Clarant or the Underwriters for inclusion in, and will cooperate with VPI Clarant and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Company and the STOCKHOLDERS Members agree promptly to advise VPI if, Clarant if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Company or the STOCKHOLDERS becomes incorrect Members contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY Company or the STOCKHOLDERSMembers, as of the effective date of the Registration Statement the COMPANY Company represents and warrants as to such information with respect to itselfitself and any Subsidiaries, and each STOCKHOLDER Member represents and warrants, as to such information with respect to the COMPANY Company and himself or herself, that the Registration Statement at its effective date, at the date of the final prospectus, each preliminary prospectus and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading. (b) Clarant agrees that it will use its commercially reasonable best efforts to provide to the Company and its counsel copies of drafts of the circumstances in which Registration Statement as they were made, not misleading are prepared and that give the STOCKHOLDERS and Company or the COMPANY have had the opportunity Members a reasonable period of time to review and approve comment upon such information. If, documents prior to filing with the 25th day after SEC. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Company's and the Members' proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the three business days immediately preceding the date scheduled for the effective date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY Company and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject Members agree that two hours from the time the proposed changes are transmitted to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject Company's counsel is sufficient time to the provisions of Section 7.8, at the sole option of VPI, the truth review and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition respond to the consummation of this transactionproposed changes.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY and STOCKHOLDERS shall furnish or cause to be furnished to VPI TSII and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required for inclusion in, and will cooperate with VPI TSII and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS agree promptly to advise VPI if, TSII if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI TSII will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement and all amendments thereto prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS each STOCKHOLDER and the COMPANY have has had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI TSII utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Funding and Consummation Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPITSII. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPITSII, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Funding and Consummation Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transaction.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY Company and STOCKHOLDERS Stockholder shall furnish or cause to be furnished to VPI QSI and the Underwriters all of the information concerning the COMPANY Company and the STOCKHOLDERS Stockholder required for inclusion in, and will cooperate with VPI QSI and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Company and the STOCKHOLDERS Stockholder agree promptly to advise VPI if, QSI if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY Company or the STOCKHOLDERS Stockholder becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI QSI will give the COMPANY Company and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS Stockholder an opportunity to review and comment on those portions of such the Registration Statement and all amendments that relate thereto prior to the COMPANYfiling. Insofar as the information contained in the Registration Statement relates solely to the COMPANY Company or the STOCKHOLDERSStockholder, as of the effective date of the Registration Statement the COMPANY Company represents and warrants as to such information with respect to itself, and each STOCKHOLDER Stockholder represents and warrants, as to such information with respect to the COMPANY Company and himself or herself, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS Stockholder and the COMPANY have Company has had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI QSI utilized in connection with the IPO, the COMPANY Company or the STOCKHOLDERS Stockholder become aware of any fact or circumstance which would change (or, if after the Closing Funding and Consummation Date, would have changed) a representation or warranty of the COMPANY Company or the STOCKHOLDERS Stockholder in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY Company and the STOCKHOLDERS Stockholder shall immediately give notice of such fact or circumstance to VPIQSI. However, subject to the provisions of Section 7.86.8, such notification shall not relieve either the COMPANY Company or the STOCKHOLDERS Stockholder of their respective obligations under this Agreement, and, subject to the provisions of Section 7.86.8, at the sole option of VPIQSI, the truth and accuracy of any and all warranties and representations of the COMPANYCompany, or on behalf of the COMPANY Company and of STOCKHOLDERS Stockholder at the date of this Agreement and on the Pre-Closing Date and on the Closing Funding and Consummation Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transaction.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY and STOCKHOLDERS STOCKHOLDER shall furnish or cause to be furnished to VPI and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS stockholders of the COMPANY required for inclusion in, and will cooperate with VPI and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS STOCKHOLDER agree promptly to advise VPI if, at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Act, any information contained in the prospectus concerning the COMPANY or the STOCKHOLDERS stockholders of the COMPANY becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS STOCKHOLDER an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS STOCKHOLDER an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERSstockholders of the COMPANY, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each the STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herselfXxxxxxxx, that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS STOCKHOLDER and the COMPANY have had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS STOCKHOLDER become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS STOCKHOLDER in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS STOCKHOLDER shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS STOCKHOLDER of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS STOCKHOLDER at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transaction.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. The COMPANY and STOCKHOLDERS shall furnish or cause to be furnished to VPI HOLDING and the Underwriters all of the information concerning the COMPANY and the STOCKHOLDERS required requested by HOLDING or the Underwriters for inclusion in, and will cooperate with VPI HOLDING and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY and the STOCKHOLDERS agree promptly to advise VPI if, HOLDING if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the 42 COMPANY or the STOCKHOLDERS becomes incorrect contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY or the STOCKHOLDERS, as of the effective date of the Registration Statement the COMPANY represents and warrants as to such information with respect to itself, and each STOCKHOLDER represents and warrants, as to such information with respect to the COMPANY and himself or herself, that the Registration Statement at its effective date, at the date of the Final Prospectus (as defined in the Underwriting Agreement), the Preliminary Prospectus (as defined in the Underwriting Agreement), and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and that the STOCKHOLDERS and the COMPANY have had the opportunity to review and approve such information. If, prior to the 25th day after the date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionmisleading.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Company, the Subsidiary and STOCKHOLDERS Stockholders shall furnish or cause to be furnished to VPI Clarant and the Underwriters all of the information concerning the COMPANY Company, the Subsidiaries and the STOCKHOLDERS required Stockholders requested by Clarant or the Underwriters for inclusion in, and will cooperate with VPI Clarant and the Underwriters in the preparation of, the Registration Statement and the prospectus included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Company, the Subsidiary and the STOCKHOLDERS Stockholders agree promptly to advise VPI if, Clarant if at any time during the period in which a prospectus relating to the offering is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Company, the Subsidiary or the STOCKHOLDERS becomes incorrect Stockholders contains any untrue statement of a material fact or incomplete in any omits to state a material respectfact required to be stated therein or necessary to make the statements therein not misleading, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY and the STOCKHOLDERS an opportunity and a reasonable amount of time to review and comment on a substantially final draft of the Registration Statement prior to filing, and with respect to all amendments thereto, VPI will give the COMPANY and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate to the COMPANY. Insofar as the information contained in the Registration Statement relates solely to the COMPANY Company, the Subsidiary or the STOCKHOLDERSStockholders, as of the effective date of Company and the Registration Statement the COMPANY Subsidiary represents and warrants as to such information with respect to itselfitself and the Subsidiary, and each STOCKHOLDER Stockholder represents and warrants, as to such information with respect to the COMPANY Company, the Subsidiary and himself or herself, that the Registration Statement at its effective date, at the date of the final Prospectus, each preliminary prospectus and each amendment to the Registration Statement, and at each closing date with respect to the IPO under the Underwriting Agreement (including with respect to any over-allotment option) will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light therein not misleading. (b) Clarant agrees that it will use its commercially reasonable best efforts to provide to the Company and its counsel copies of drafts of the circumstances in which Registration Statement as they were madeare prepared and give the Company, not misleading and that the STOCKHOLDERS Subsidiary and the COMPANY have had the opportunity Stockholders a reasonable period of time to review and approve comment upon such information. If, documents prior to filing with the 25th day after SEC. Any objections posed by the Company or its counsel shall be in writing and state with specificity the material in question, the reason for the objection, and the Company's and the Stockholders' proposed alternative. If the objection is founded upon a rule promulgated under the Securities Act, the objection shall cite the rule. Notwithstanding the foregoing, during the three business days immediately preceding the date scheduled for the effective date of the final prospectus of VPI utilized in connection with the IPO, the COMPANY or the STOCKHOLDERS become aware of any fact or circumstance which would change (or, if after the Closing Date, would have changed) a representation or warranty of the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY Company and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject Stockholders agree that two hours from the time the proposed changes are transmitted to the provisions of Section 7.8, such notification shall not relieve either Company and the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject Company's counsel is sufficient time to the provisions of Section 7.8, at the sole option of VPI, the truth review and accuracy of any and all warranties and representations of the COMPANY, or on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition respond to the consummation of this transactionproposed changes.

COOPERATION IN PREPARATION OF REGISTRATION STATEMENT. (a) The COMPANY Seller and STOCKHOLDERS the Shareholders shall furnish or cause to be furnished to VPI the Purchaser, Parent and the Underwriters underwriters of the Initial Public Offering (the "Underwriters") all of the information concerning the COMPANY Seller or the Shareholders reasonably requested by the Purchaser, Parent and the STOCKHOLDERS required for inclusion inUnderwriters, and will cooperate with VPI the Purchaser, Parent and the Underwriters in the preparation of, any registration statement (or similar document) relating to the Registration Statement Purchaser Financing Transaction and the prospectus (or similar document) included therein (including audited and unaudited financial statements, prepared in accordance with generally accepted accounting principles, in form suitable for inclusion in the Registration Statement). The COMPANY Seller and the STOCKHOLDERS Shareholders agree promptly to advise VPI if, the Purchaser and Parent if at any time during the period in which a prospectus relating to the offering Purchaser Financing Transaction is required to be delivered under the 1933 Securities Act, any information contained in the prospectus concerning the COMPANY Seller or the STOCKHOLDERS Shareholders becomes incorrect or incomplete in any material respect, and to provide the information needed to correct such inaccuracy. VPI will give the COMPANY The Purchaser and the STOCKHOLDERS an opportunity Parent agree to use their commercially reasonable best efforts to prepare and a reasonable amount of time to review and comment on a substantially final draft of file the Registration Statement as promptly as practicable, to furnish the Seller with a copy thereof and each amendment thereto in substantially the form in which it is to be filed as promptly as reasonably practicable prior to filing, and such filing (it being understood that neither the Seller nor any of the Shareholders has any obligation to review the same other than with respect to all amendments thereto, VPI will give information regarding the COMPANY Company or the Seller) and STOCKHOLDERS an opportunity to review and comment on those portions of such amendments that relate diligently seek to the COMPANY. Insofar as the information contained in cause the Registration Statement relates solely to be declared effective and the Initial Public Offering to be completed. The Purchaser and Parent agree that neither the Seller nor any of the Shareholders shall have any responsibility for pro forma adjustments that may be made to the COMPANY or the STOCKHOLDERS, as Financial Statements. (b) The Seller and each of the effective date of the Registration Statement the COMPANY represents Shareholders acknowledge and warrants as to such information with respect to itselfagree (i) that, and each STOCKHOLDER represents and warrants, as to such information with respect prior to the COMPANY execution and himself delivery of a definitive underwriting agreement, the Underwriters have made no firm commitment, binding agreement, or herselfpromise or other assurance of any kind, whether express or implied, oral or written, that the Registration Statement will not include an untrue statement become effective or that the Initial Public Offering pursuant thereto will occur at a particular price or within a particular range of a material fact prices or omit to state a material fact required to be stated therein or necessary to make occur at all, (ii) that none of the statements thereinprospective Underwriters of the Purchaser's common stock, in light the Initial Public Offering nor any officers, directors, agents or representatives of such Underwriters shall have any liability to the Shareholders, the Seller or any other person affiliated or associated with the Seller for any failure of the circumstances in which they were madeRegistration Statement to become effective, not misleading the Initial Public Offering to occur at a particular price or within a particular range of prices or occur at all, and that (iii) the STOCKHOLDERS decision of the Shareholders and the COMPANY have had the opportunity Seller to review and approve such information. Ifenter into this Agreement and, prior if applicable, to vote in favor of or consent to the 25th day after transactions contemplated hereby, has been or will be made independent of, and without reliance upon, any statements, opinions or other communications of, or due diligence investigation which have been or will be made or performed by any prospective Underwriter, relative to the date Purchaser or the prospective Initial Public Offering. The Seller acknowledges that shares of DocuNet Common Stock received as a part of the final prospectus of VPI utilized in connection with Purchase Price, if any, will not be issued pursuant to the IPORegistration Statement; and, therefore, the COMPANY Underwriters shall have no obligation to the Seller or the STOCKHOLDERS become aware of Shareholders with respect to any fact or circumstance which would change (or, if after disclosure contained in the Closing Date, would have changed) a representation or warranty of Registration Statement and neither Seller nor any Shareholder may assert any claim against the COMPANY or the STOCKHOLDERS in this Agreement or would affect any document delivered pursuant hereto in any material respect, the COMPANY and the STOCKHOLDERS shall immediately give notice of such fact or circumstance to VPI. However, subject Underwriters relating to the provisions of Section 7.8, such notification shall not relieve either the COMPANY or the STOCKHOLDERS of their respective obligations under this Agreement, and, subject to the provisions of Section 7.8, at the sole option of VPI, the truth and accuracy of any and all warranties and representations of the COMPANY, or Registration Statement on behalf of the COMPANY and of STOCKHOLDERS at the date of this Agreement and on the Pre-Closing Date and on the Closing Date, contained in this Agreement (including the Schedules and Annexes hereto) shall be a precondition to the consummation of this transactionaccount thereof.