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, 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. 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. 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. 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. 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. 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 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, 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. 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 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, 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. 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. 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. 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 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 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 transactionFinancial Statements.

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. 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 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, 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 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. 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. 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 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 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 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 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 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 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 transactionFinancial Statements.

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, 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. 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. 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. 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 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 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. 46 54 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 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. 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.