Common use of Demand Registration Rights Clause in Contracts

Demand Registration Rights. At any time after the date two years after the Closing Date, the holders of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At a. The Company covenants and agrees that at any time after the date two years January 1, 2003 and after the Closing Date, the holders receipt of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) written request (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the a "Demand Registration Request") that VPI file from the holder(s) of Registrable Securities (as defined below (together, the "Securityholders") constituting at least fifty percent (50%) of the Registrable Securities on such date and then eligible for inclusion in a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement Section 10.1, stating that the Initiating Securityholders (as defined below) desire and intend to have the Other Agreements then held by such Founding Stockholders Company register (a "Demand Registration"). Within ten ) all or a portion of the Registrable Securities held by them under such circumstances, the Company shall give notice (10the "Registration Notice") to all of the Securityholders within thirty (30) days of the Company's receipt of such registration request, and the Demand Company shall cause to be included in such registration all Registrable Securities requested to be included therein by any such Securityholder by notice received by the Company within fifteen (15) days after such Registration RequestNotice is sent by the Company (subject to the provisions of the final sentence of this Section 10.1(a)). After such fifteen (15)-day period, VPI the Company shall give written notice of such request to all other Founding Stockholders and shall, file as soon promptly as practicable but in no event later than 45 days after the Demand Registration Request, file a registration statement and use its reasonable best efforts to cause such registration statement to become effective a under the Securities Act and remain effective for six (6) months or such shorter period as may be required if all such Registrable Securities covered by such registration statement covering all shares requested are sold prior to the expiration of such six (6)-month period; provided, however, that no request may be registered made pursuant to this Section 17.2. VPI 10.1(a) if within six (6) months prior to the date of such request a registration statement pursuant to this Section 10.1(a) shall have been declared effective by the SEC; provided, further, that, subject to the following sentence, the Company shall not be obligated to effect any such registration pursuant to this Section 10.1 after the Company has effected one (1) such registration pursuant to this Section 10.1; provided, further, that to the extent that any Registrable Securities requested to be included in the initial registration requested under this Section 10.1(a) are not so included as a result of the provisions of the final sentence of this Section 10.1(a), the Company shall be obligated to effect only one Demand Registration for all Founding Stockholders(1) additional registration pursuant to this Section 10.1. Notwithstanding Furthermore, at any time that the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to Company shall be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans eligible to file within 60 days after receipt of the Demand Registration Request a registration statement covering on Form S-3, each Securityholder that then owns fifteen percent (15%) or more of the sale Registrable Securities then outstanding (a "Substantial Holder") that shall make a written request to the Company shall be entitled to have all or any number of any of its securities such Securityholder's Registrable Securities included in a public registration with the SEC in accordance with the Securities Act for an offering on a delayed or continuous basis pursuant to Rule 415 under the 1933 ActSecurities Act (a "Shelf Registration" and such request a "Shelf Registration Request"); provided, no registration of however, that the Founding Stockholders' VPI Stock Company shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently obligated to effect no more than such registration (in which case the delay contemplated by this sentence would not number of Shelf Registrations as may be applicable); provided that VPI shall necessary to provide the Founding Stockholders each and every Substantial Holder with the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.request one (1)

Demand Registration Rights. At any time after the date two years after the Closing Date, the holders of a majority of the shares of VPI URSI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have (i) not been previously registered or sold and sold, (ii) which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) and (iii) which have an aggregate market value in excess of $5 million (based on the average closing price on the five days prior to the date of such request) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI URSI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI URSI Stock issued to the STOCKHOLDERS Founding Stockholders pursuant to this Agreement and the Other Agreements disclosed in the Registration Statement then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Requestsuch request, VPI URSI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Requestpracticable, file and use its best efforts to cause to become effective a registration statement covering all shares such shares. URSI will use its best efforts to keep such Demand Registration current and effective for one hundred twenty (120) days (or such shorter period during which holders shall have sold all URSI Stock which they requested to be registered pursuant to this Section 17.2registered). VPI URSI shall be obligated to effect only one two (2) Demand Registration Registrations for all Founding Stockholders, and the second request may not be made until at least one (1) year after the effective date of the registration statement for the first Demand Registration. Notwithstanding the foregoing paragraph, following the Demand Registration Request such a demand a majority of VPIthe COMPANY's disinterested directors (i.e.i.e, directors who have not demanded or elected to sell shares in any such public offering) may defer postpone the filing of the registration statement for a 60-thirty (30) day period if such deferral is deemed by such directors to be in beyond the best interests of VPIperiod provided above. If immediately prior to at the time of any request by the Founding Stockholders for a Demand Registration Request VPI URSI has fixed plans to file within 60 sixty (60) days after receipt of the Demand Registration Request such request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI URSI Stock shall be initiated under this Section 17.2 until 90 ninety (90) days after the effective date of such registration unless VPI URSI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable)registration; provided that VPI URSI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof. In addition, in the event that a STOCKHOLDER is required to indemnify URSI pursuant to Section 11 herein, and the amount of the indemnification obligation exceeds the amount of cash such STOCKHOLDER received from URSI on the date of the IPO plus the net proceeds received by such STOCKHOLDER from sales of URSI Stock received pursuant to Section 2.2 hereof prior to the time such claim is paid, such STOCKHOLDER may request in writing that URSI file a registration statement under the 1933 Act requesting such number of such STOCKHOLDER's shares of URSI Stock as is required to be sold to pay the difference between the cash proceeds and the amount of the indemnification obligation, plus legal and other expenses, including expenses of the offering, provided arrangements are made to URSI's reasonable satisfaction that the proceeds will be used solely for the purpose of such indemnification and the payment of related expenses and that arrangements are made to the reasonable satisfaction of URSI that the proceeds of such sale will be used solely for the purpose of such indemnification and the payment of related expenses, and that no such request may be made until after one hundred eighty (180) days following the Closing Date without the consent of the managing underwriter.

Demand Registration Rights. At any time after the date two years after of consummation of the Closing DateIPO, the holders ("Founding Stockholders") of a majority of the shares of VPI Parent Stock issued (i) representing Registerable Securities owned by Stockholders or their permitted transferees or (ii) acquired by other stockholders of Parent on or prior to the Founding Stockholders closing of the IPO in connection with the acquisition of their companies by Parent pursuant to an agreement, similar to this Agreement and the Other Agreements Agreement, which shares have not been previously registered or sold and which shares are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act Act, may request in writing (the "Demand Registration Request") that VPI Parent file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Parent Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such the Founding Stockholders or their permitted transferees (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such Parent Stock) (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Requestsuch request, VPI Parent shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after notice from the Demand Registration RequestFounding Stockholders requesting such registration, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2such shares. VPI Parent shall be obligated to effect only one Demand Registration for all Founding Stockholders; provided, however, that Parent shall not be deemed to have satisfied its obligation under this Section 19.2 unless and until a Demand Registration covering all shares of Parent Stock requested to be registered has been filed and becomes effective under the 1933 Act and has remained current and effective for not less than 90 days (or such shorter period as is required to complete the distribution and sale of all shares registered thereunder). Notwithstanding the foregoing paragraph, following the Demand Registration Request such a demand a majority of VPI's the disinterested directors of Parent (i.e., i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-30 day period if such deferral is deemed by such directors to be in the best interests of VPIperiod. If immediately prior to at the time of any request for a Demand Registration Request VPI Parent has fixed formulated plans to file within 60 days after receipt of the Demand Registration Request such request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Parent Stock shall be initiated under this Section 17.2 19.2 until 90 days after the effective date of such registration statement unless VPI Parent is no longer proceeding diligently to effect secure the effectiveness of such registration (in which case the delay contemplated by this sentence would not be applicable)statement; provided that VPI Parent shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof19.1.

Demand Registration Rights. (a) At any time after following the date two years after the Closing Datehereof, the holders of a majority Registrable Stock constituting at least twenty percent (20%) of the total shares of Registrable Stock then outstanding may request the Company to register under the Securities Act all or any portion of the shares of VPI Registrable Stock held by such requesting holder or holders for sale in the manner specified in such notice, provided that the aggregate offering price, as such amount is determined on the cover page of the registration statement, shall not be less than $2,000,000. Such request shall specify the intended method of disposition thereof by such holder or holders, including whether (i) the registration requested is for an underwritten offering and (ii) the registration statement covering such Registrable Stock shall be a “shelf” and provide for the sale by the holder or holders thereof of the Registrable Stock from time to time on a delayed or continuous basis under Rule 415 under the Securities Act. For purposes of this Section 2 and Sections 5, 11(a) and 11(d), the term “Registrable Stock” shall be deemed to include the number of shares of Registrable Stock which have been issued to or would be issuable to a holder of Preferred Shares upon conversion of all Preferred Shares held by such holder at such time, provided, however, that the Founding Stockholders only securities which the Company shall be required to register pursuant to hereto shall be shares of Common Stock, and provided, further, however, that, in any underwritten public offering contemplated by this Agreement and Section 2 or Section 3, the Other Agreements which have not been previously registered or sold and which are not holders of Preferred Shares shall be entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under sell such Preferred Shares to the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all underwriters for conversion and sale of the shares of VPI Common Stock issued to upon conversion thereof. In the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a that any registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI 2 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Stock to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Stock beneficially owned by such holders) if and to the extent that the managing underwriter shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if opinion that such deferral is deemed by such directors inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that such number of shares of Registrable Stock shall not be reduced if any shares are to be included in such underwriting for the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale account of any person other than requesting holders of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofRegistrable Stock.

Demand Registration Rights. At any time after commencing on the date two years after nine (9) months following the Closing Date, the holders of a majority Holders owning no less than 50.1% of the shares aggregate principal amount of VPI Stock issued the Notes then outstanding shall have the one-time right, by written notice signed by such 50.1% of Holders, provided to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing Company (the "“Demand Notice”), to demand the Company to register for resale all Registrable Securities under and in accordance with the provisions of the Securities Act by filing with the Commission a Registration Request") that VPI file a registration statement under the 1933 Act Statement covering the registration resale of up to all of the shares of VPI Stock issued to Registrable Securities (the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "“Demand Registration"Registration Statement”). Within ten Such Demand Registration Statement shall be (10i) filed by the Company with the Commission no later than forty-five (45) days of after receipt by the receipt Company of the Demand Notice (the “Demand Filing Date”), and (ii) the Company shall use its reasonable best efforts to have the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in Statement declared effective by the Commission no event later than 45 ninety (90) days after the Demand Filing Date (the “Demand Effectiveness Date”). The Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI Statement required hereunder shall be obligated on Form S-1 or Form S-3 (except if the Company is not then eligible to effect only one Demand Registration register for all Founding Stockholders. Notwithstanding resale the foregoing paragraphRegistrable Securities on Form S-1 or Form S-3, following in which case the Demand Registration Request a majority Statement shall be on another appropriate form). The Company shall keep the Demand Registration Statement continuously effective under the Securities Act until the earlier of VPI's disinterested directors (i.e., directors who i) the date when all Registrable Securities have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior been sold pursuant to the Demand Registration Request VPI has fixed plans Statement, and (ii) the date on which the Registration Statement may be sold without any restrictions pursuant to file within 60 days after receipt Rule 144 of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Securities Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At If, at any time after the date two years after the Closing Datewhile there still remain Registrable Securities, the holders of a majority of the shares of VPI Stock issued Company is no longer eligible to the Founding Stockholders pursuant use or, notwithstanding its obligations under Section 2(a)(i), otherwise ceases to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand maintain an effective Shelf Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within Statement, within ten (10) days after LBHI’s written request to Register the resale of a specified amount of the receipt Registrable Securities under the Securities Act (a “Demand Notice”), the Company will file a Registration Statement, on an appropriate form which the Company is then eligible to use, to Register the resale of such Registrable Securities, which Registration Statement will (if specified in LBHI’s notice) contemplate the ability of the LBHI Group to effect an Underwritten Offering in accordance with Section 2(a)(ii) (each such Registration, a “Demand Registration”); provided, however, that LBHI shall not be entitled to request more than two (2) Demand Registrations in any twelve (12) month period. A request that does not result in an effective Registration Statement under the Securities Act shall not be counted as a utilized request for purposes of the limits in the preceding sentence. Each Demand Notice will specify the number of Registrable Securities proposed to be offered for sale, the intended method of distribution thereof and the estimated gross proceeds of such Demand Registration, which may not be less than $100 million. LBHI may change the number of Registrable Securities proposed to be offered pursuant to any Demand Registration at any time prior to the Registration Statement with respect to the Demand Registration being declared effective by the Commission, so long as such change would not reduce the estimated gross proceeds of the Demand Registration Request, VPI to less than $100 million. The Company shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofsatisfy a Demand Notice by filing a Shelf Registration Statement.

Demand Registration Rights. At The Company covenants and agrees with the Representative and any subsequent Holders of the Warrants and/or Warrant Shares that, at any time after and from time to time prior to the date two years after the Closing Expiration Date, the holders within 60 days after receipt of a majority written request from the Representative or from Holders of more than 25% in interest of the shares aggregate of VPI Stock Warrants and/or Warrant Shares issued to the Founding Stockholders pursuant to this Agreement that the Representative or such Holders of the Warrants and/or Warrant Shares desire and intend to transfer more than 25% in interest of the Other Agreements which have not been previously registered or sold and which are not entitled to aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be sold under Rule 144(k) (or any similar or successor provision) promulgated under involved, the 1933 Act may request in writing (the "Demand Registration Request") that VPI Company shall file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause such registration statement to become effective under the Act) with respect to the offering and sale or other disposition of the Warrant Shares (the "Offered Warrant Shares"). The Company may defer the preparation and filing of a registration statement covering all shares requested for up to be registered 90 days after the request for registration is made if the Board of Directors determines in good faith that such registration would materially adversely affect or otherwise materially interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any period of time in which the Company is in possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for disclosure. The Company shall not honor any request to register Warrant Shares pursuant to this Section 17.215.1 (i) received earlier than eleven (11) months or later than five (5) years from the effective date of the Company's Registration Statement on Form S-1 (File No. VPI shall be obligated 333-58351) (the "Effective Date"), (ii) if the Holders, together with the holders of any other securities of the Company entitled to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraphinclusion in such registration, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected propose to sell shares Warrant Shares and such other securities, if any, at an aggregate price to the public of less than $1,000,000, (iii) if the Company shall defer preparation and filing of a registration statement pursuant to Section 15.1, (iv) if, in a given 12-month period, after the Company has effected one (1) such registration in any such public offeringperiod pursuant to this Section 15.1 unless the Company is eligible to use Form S-3 or similar short form registration statement, (v) may defer during the period starting with the date 60 days prior to the Company's good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, or (vi) if the Offered Warrant Shares can immediately be sold pursuant to Rule 144 over a period of 90 days or less except as to a Holder who owns more than one percent (1%) of the Company's outstanding Common Stock. The Company shall not be required to maintain the effectiveness of the registration statement for a 60-day period if such deferral is deemed by such directors beyond the earlier to be in the best interests occur of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 120 days after the effective date of such the registration unless VPI statement or the date on which all of the Offered Warrant Shares have been sold (the "Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is no longer proceeding diligently required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or any substitute registration statement) remains or is required to remain in effect for any such other securities. All expenses of one registration which case is consummated pursuant to this Section 15.1 shall be borne by the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.Company (excluding

Demand Registration Rights. At any time after the date two one year after the Closing and prior to the date three years after the Closing DateClosing, the holders of a majority of the shares of VPI CSI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI CSI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI CSI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by CSI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such CSI Stock) then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Requestsuch request, VPI CSI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Requestnotice from any STOCKHOLDER, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2such shares. VPI CSI shall be obligated to effect only one Demand Registration for all Founding StockholdersStockholders and will keep such Demand Registration current and effective for not less than 90 days (or such shorter period as is required to sell all of the shares registered thereby). Notwithstanding the foregoing paragraph, following the Demand Registration Request any such a demand, a majority of VPICSI's disinterested directors (i.e., i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for up to a 60-30 day period if after the date on which CSI would otherwise be required to make such deferral is deemed by such directors filing pursuant to be in the best interests of VPIforegoing paragraph. If immediately prior to at the time of any request by the Founding Stockholders for a Demand Registration Request VPI CSI has fixed plans to file within 60 days after receipt of the Demand Registration Request such request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI CSI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI CSI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable)registration; provided that VPI CSI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At (a) Subject to the provisions hereof, any Holder or Holders may, at any time from and after August 31, 2010, request registration for resale under the date two years after the Closing Date, the holders Securities Act of a majority all or part of the Registrable Securities (a “Demand Registration”) by giving written notice thereof to the Company (which request shall specify the number of shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled Registrable Securities to be sold offered by each Holder and whether such Registration Statement shall be a “shelf” Registration Statement under Rule 144(k) (or any similar or successor provision) 415 promulgated under the 1933 Securities Act). Subject to Section 4.01(e) below, upon receipt of such notice, the Company shall use commercially reasonable efforts (i) to file a Registration Statement (which shall be a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act may if requested pursuant to the request of the Holders pursuant to the first sentence of this Section 4.01(a)) registering for resale such number of Registrable Securities as requested to be so registered within 45 days in writing the case of a registration on Form S-3 (and 60 days in the "case of a registration on Form S-1) after the request of the Holders therefor (such Registration Statement, a “Demand Registration Request"Statement”) that VPI file a registration statement under the 1933 Act covering the registration of up and (ii) to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by cause such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request Statement to all other Founding Stockholders and shall, be declared effective by the SEC as soon as reasonably practicable but in no event later than 45 days after thereafter. Notwithstanding the Demand Registration Requestforegoing, file and use its best efforts the Company shall not be required to cause to become effective effect a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall 4.01(a): (A) with respect to securities that are not Registrable Securities; (B) during any Scheduled Black-Out Period; (C) if the aggregate offering price of the Registrable Securities to be obligated offered is less than $10,000,000, unless the Registrable Securities to effect only one be offered constitute all of the then-outstanding Registrable Securities; or (D) within 180 days after the effective date of a prior registration in respect of the Company’s Common Stock, including a Demand Registration for all Founding Stockholders. Notwithstanding (or, in the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in event that Holders were prevented from including any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors Registrable Securities requested to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities included in a public offering under the 1933 ActPiggyback Registration pursuant to Section 4.02, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until within 90 days after the effective date of such prior registration unless VPI in respect of the Company’s Common Stock). If permitted under the Securities Act, such Demand Registration Statement shall be one that is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofautomatically effective upon filing.

Demand Registration Rights. At (a) The Company, upon written demand (“Demand Notice”) of the Majority Holders at any time after the date two years after Company is eligible to register the Closing DateRegistrable Securities on Form S-3, agrees to register on one occasion all of the Registrable Securities on Form S-3. On such occasion, the holders of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI Company will file a registration statement under the 1933 Act or a post-effective amendment to such registration statement covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders Registrable Securities within forty-five (a "Demand Registration"). Within ten (1045) days of the after receipt of the a Demand Registration Request, VPI shall give written notice of Notice and use its Reasonable Commercial Efforts to have such request to all other Founding Stockholders and shall, registration statement or post-effective amendment declared effective as soon as practicable but in no event later than 45 days after possible thereafter; provided, however, that the Company shall not be required to comply with a Demand Registration Request, file and use its best efforts to cause to become effective Notice if the Company has filed a registration statement covering all shares requested with respect to which the Holder is entitled to piggyback registration rights pursuant to Section 8.3 hereof and either: (i) the Holder has elected to participate in the offering covered by such registration statement or (ii) if such registration statement relates to an underwritten primary offering of securities of the Company, until the offering covered by such registration statement has been withdrawn or until one hundred eighty (180) days after such offering is consummated. The Company shall not be registered required to effect a registration pursuant to this Section 17.2. VPI 8.2(a) if: (i) the Company has effected one registration pursuant to this Section 8.2(a), and such registration has been declared or ordered effective; or (ii) the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or the Chairman of the Board of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be obligated seriously detrimental to effect only one Demand Registration the Company and its stockholders for all Founding Stockholders. Notwithstanding such registration statement to be effected at such time, in which event the foregoing paragraph, following Company shall have the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected right to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 not more than one hundred twenty (120) days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration request of the Founding Stockholders' VPI Stock shall be initiated Majority Holders under this Section 17.2 until 90 8.2(a), provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period. The demand for registration may be made at any time during a period of four years beginning one (1) year from the Base Date. The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder(s) to all other registered Holders of the Warrants and/or the Registrable Securities within ten days after from the effective date of the receipt of any such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofDemand Notice.

Demand Registration Rights. At The Company covenants and agrees with the Placement Agent and any time after other or subsequent Holders of the date two years after Registrable Securities (as defined in paragraph (f) of this Section 8) that, subject to the Closing Dateavailability of audited financial statements which would comply with Regulation S-X under the Securities Act, upon written request of the holders then Holder(s) of at least a majority of the shares of VPI Stock Warrants or the Registrable Securities, or both, which were originally issued to the Founding Stockholders pursuant to this Agreement Placement Agent or its designees, made at any time within the period commencing on the Issue Date and ending five years after the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under Issue Date, the 1933 Act may request in writing (the "Demand Registration Request") that VPI Company will file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon promptly as practicable but in no event later than 45 days after the Demand Registration Requestand, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file event, within 60 days after receipt of such written request, at its expense (other than the Demand Registration Request fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to a registration statement, or a new registration statement covering which shall be on Form S-3 if the sale of any of its securities in Company is then eligible to use Form S-3, or a public offering Regulation A Offering Statement (an "Offering Statement") under the 1933 Securities Act, no registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall not be obligated to any such other Holder unless such other holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, registration statement or Offering Statement as promptly as practicable and for a period of nine months thereafter to reflect in the Amendment, registration statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after Securities Act and any facts or events arising that, individually, or in the effective date aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, registration statement or Offering Statement to enable any Holders of the Warrants to either sell such registration unless VPI is no longer proceeding diligently Warrants or to effect exercise such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right Warrants and sell Shares, or to participate in enable any holders of Shares to sell such public offering pursuant toShares, and subject to, Section 17.1 hereofduring said nine-month period.

Demand Registration Rights. At any time after the date two one year after the Closing and prior to the date three years after the Closing DateClosing, the holders of a majority of the shares of VPI CSI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI CSI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI CSI Stock issued to the STOCKHOLDERS STOCKHOLDER pursuant to this Agreement and the Other Agreements (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by CSI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such CSI Stock) then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Requestsuch request, VPI CSI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after notice from the Demand Registration RequestSTOCKHOLDER, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2such shares. VPI CSI shall be obligated to effect only one Demand Registration for all Founding StockholdersStockholders and will keep such Demand Registration current and effective for not less than 90 days (or such shorter period as is required to sell all of the shares registered thereby). Notwithstanding the foregoing paragraph, following the Demand Registration Request any such a demand, a majority of VPICSI's disinterested directors (i.e., i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for up to a 60-30 day period if after the date on which CSI would otherwise be required to make such deferral is deemed by such directors filing pursuant to be in the best interests of VPIforegoing paragraph. If immediately prior to at the time of any request by the Founding Stockholders for a Demand Registration Request VPI CSI has fixed plans to file within 60 days after receipt of the Demand Registration Request such request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI CSI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI CSI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable)registration; provided that VPI CSI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At any time after If Constellation is unable to file, cause to be effective or maintain the date two years after the Closing Date, the holders effectiveness of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold Registration Statement as required under Rule 144(k) Section 1.1(a), EDFD (or any similar or successor provisionof its Affiliates) promulgated shall have the right, exercisable not more than once in any eighteen month period, to deliver a written notice to Constellation (a “Demand Notice”) requiring Constellation to, pursuant to the terms of this Agreement, register under and in accordance with the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all provisions of the shares Securities Act Registrable Securities held by EDFD (or any of VPI Stock issued its Affiliates) and requested by such Demand Notice to be so registered (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the sale of such Registrable Securities requested to be registered by EDFD (or any of its Affiliates) is reasonably expected to result in aggregate gross cash proceeds in excess of $100,000,000 (without regard to any underwriting discount or commission). A Demand Notice shall also specify the expected methods or methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice, Constellation shall use its commercially reasonable best efforts to file, as promptly as reasonably practicable, but not later than 30 days after receipt by Constellation of such Demand Notice (subject to paragraph (j) of this Section 1.1), a Registration Statement relating to the STOCKHOLDERS pursuant to this Agreement offer and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days sale of the receipt Registrable Securities requested to be included therein by EDFD (or any of its Affiliates or transferees) in accordance with the Demand Registration Request, VPI methods of distribution elected by EDFD (or any of its Affiliates or transferees) and shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its commercially reasonable best efforts to cause to become effective a registration statement covering all shares requested such Registration Statement to be registered pursuant to this Section 17.2declared effective under the Securities Act as promptly as practicable after the filing thereof. VPI In the event of a Demand Registration, Constellation shall be obligated required to effect only one Demand Registration for all Founding Stockholders. Notwithstanding maintain the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing continuous effectiveness of the registration statement applicable Registration Statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 at least 180 days after the effective date of therof or such registration unless VPI is no longer proceeding diligently to effect such registration (shorter period in which case the delay contemplated by this sentence would not be applicable); provided that VPI all Registrable Securities included in such Registration Statement have been actually sold. EDFD (or any of its Affiliates) shall provide the Founding Stockholders have the right to participate notify Constellation that it has determined that the Registration Statement relating to a Demand Registration be abandoned or withdrawn, in which event Constellation shall promptly abandon or withdraw such public offering pursuant to, and subject to, Section 17.1 hereofRegistration Statement.

Demand Registration Rights. At (a) The Company hereby covenants and agrees that if the Company shall receive, at any time after the date two years after the Closing Dateone year anniversary of this Agreement, the holders of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered written request from a Holder or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing Holders (the "Demand Registration Request"Initiating Holders) that VPI the Company file a registration statement under the 1933 Securities Act covering the registration of up all or any portion of Registrable Securities then held by the Initiating Holders (a Registration Statement) and the anticipated gross aggregate offering price (based on the Company’s then-current share price) is reasonably expected to exceed $10 million (or if less constitutes all of the shares of VPI Stock issued to remaining Registrable Securities), then the STOCKHOLDERS pursuant to this Agreement Company shall as soon as reasonably practicable, and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) in any event within 60 calendar days of the receipt of the Demand Registration Request, VPI shall give written notice of such request (the Filing Deadline), file a Registration Statement under the Securities Act covering all Registrable Securities which the Initiating Holders have requested to all other Founding Stockholders be registered and shall, cause such Registration Statement to be declared effective by the SEC as soon as practicable reasonably practicable, but in no event later than 45 90 calendar days after of the Demand receipt of such request (the Effectiveness Deadline); provided that in the event that the Company is informed by the SEC that the SEC will review such Registration RequestStatement, file and use its best efforts to cause to become effective a registration statement covering all shares requested the Effectiveness Deadline shall be extended by 60 calendar days from the date otherwise calculable hereunder). At the request of the Initiating Holders, such Registration Statement may be for an offering to be registered made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (a Shelf Registration Statement). Notwithstanding this Section 2(a), the Company shall not be obligated to effect any registration pursuant to this Section 17.2. VPI shall 2(a): (i) in any particular jurisdiction in which the Company would be obligated required to effect only one Demand execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required under the Securities Act, (ii) if the request for registration occurs during the Non-Registration for all Founding Stockholders. Notwithstanding Period, (iii) during the foregoing paragraphperiod starting with the filing of, and ending on the date 180 calendar days following the Demand date any registration requested hereunder was initially declared or automatically became effective, (iv) following the Non-Registration Request a majority of VPI's disinterested directors (i.e.Period, directors who have not demanded or elected to sell shares in any such public offering) may defer during the period starting with the filing of of, and ending on the registration statement for date 180 calendar days following the final date upon which a 60-Shelf Registration Statement was effective, or (v) during the 90 calendar day period if such deferral is deemed by such directors to be in following the best interests closing date of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under by the 1933 Act, no registration Company. Without the consent of the Founding Stockholders' VPI Stock Initiating Holders, the Company shall not include securities other than Registrable Securities to be initiated under sold by the Initiating Holders in any registration effected pursuant to this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable2(a); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At any time after the date two one year after the Closing and prior to the date three years after the Closing DateClosing, the holders of a majority of the shares of VPI CSI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI CSI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI CSI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by CSI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such CSI Stock) then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Requestsuch request, VPI CSI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Requestnotice from any STOCKHOLDER, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2such shares. VPI CSI shall be obligated to effect only one Demand Registration for all Founding StockholdersStockholders and will keep such Demand Registration current and effective for not less than 90 days (or such shorter period as is required to sell all of the shares registered thereby). Notwithstanding the foregoing paragraph, following the Demand Registration Request any such a demand, a majority of VPICSI's disinterested directors (i.e., i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for up to a 60-30 day period if after the -68- date on which CSI would otherwise be required to make such deferral is deemed by such directors filing pursuant to be in the best interests of VPIforegoing paragraph. If immediately prior to at the time of any request by the Founding Stockholders for a Demand Registration Request VPI CSI has fixed plans to file within 60 days after receipt of the Demand Registration Request such request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI CSI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI CSI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable)registration; provided that VPI CSI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At (a) Subject to the provisions of this Section 1.1, at any time after the date two years after the Closing Datehereof, the holders of a majority Purchasers holding (i) shares of the Company’s Common Stock, $.001 par value (the “Common Stock”) issued or issuable upon the conversion of at least $5 million in aggregate liquidation preference of Class I Convertible Preferred Stock (the “Class I Preferred Stock”) issued by the Company to certain of the Purchasers pursuant to the Purchase Agreement (the number of such shares being the “Registration Threshold Number”), or (ii) the Registration Threshold Number of shares of VPI Common Stock issued which holders had the benefit of registration rights prior to the Founding Stockholders Company’s January 13, 2003 bankruptcy filing and which shares of Common Stock cannot be resold pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Securities Exchange Act of 1934 (the “Prior Registrable Common Stock,” and collectively with the Common Stock issued or issuable upon the conversion of Class I Preferred Stock, the “Securities”), may request in writing registration for sale under the Securities Act of 1933, as amended (the "“Act”), of all or part of the Securities. In addition, subject to the provisions of this Section 1.1, at any time after the date hereof if the Company is then eligible to use Form S-3 for such purpose, a Purchaser or Purchasers holding at least 40% of the Registration Threshold Number of shares of Common Stock may request registration for sale under the Act of all or part of the Securities (a “Special S-3 Demand”); provided that the Company shall not be required to make any registration under this sentence if Form S-3 is, or becomes, unavailable for such purpose. Within ten days after receipt of a demand notice or a Special S-3 Demand Registration Request"pursuant to this Section 1.1(a), the Company shall notify the other holders of Securities that a registration demand has been made. Within 15 days after such notification is sent by the Company, any holder of Securities (a “Joining Holder”) may request participation in the registration demanded. After such fifteenth day, the Company shall, as expeditiously as practicable, notify the other holders of the Securities that VPI such registration has been requested and use its best efforts (i) to file with the Securities and Exchange Commission (the “SEC”) under the Act, a registration statement under on the 1933 Act appropriate form (using Form S-3 or other “short form,” if available) covering the registration of up to all of the shares of VPI Common Stock issued specified in the demand request and any request made by a Joining Holder and (ii) to the STOCKHOLDERS pursuant cause such registration statement to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration")be declared effective. Within ten (10) days of the receipt of the Demand Registration Request, VPI The Company shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered each offering pursuant to this Section 17.21.1(a) (other than one arising from a Special S-3 Demand) to be managed, on a firm commitment basis, by a recognized regional or national underwriter. VPI If the managing underwriter advises the Company or any holder electing to participate in the demand registration offering, as the case may be, in writing that in their opinion the amount of common stock requested to be included in such registration exceeds the amount which can be sold effectively in such offering, the common stock to be included shall be obligated reduced pro rata among the electing holders based on the number of shares of common stock each requested to have included. The Company shall not be required to comply with (A) more than two requests for demand registration pursuant to this Section 1.1(a) (other than a Special S-3 Demand) or (B) in any 12-month period more than one Special S-3 Demand. The Company shall not be required to keep any such registration statement effective in excess of 60 days after it is declared effective by the SEC or after completion of the distribution of the Common Stock so registered, whichever is earlier. The Company shall not be required to effect only one Demand Registration a demand registration under the Act pursuant to this Section 1.1(a) if (i) the Company receives such request for all Founding Stockholders. Notwithstanding registration within 120 days preceding the foregoing paragraph, following the Demand Registration Request anticipated effective date of a majority proposed underwritten public offering of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing securities of the registration statement for a 60-day period if such deferral is deemed Company approved by such directors to be in the best interests Company’s Board of VPI. If immediately Directors prior to the Demand Registration Request VPI has fixed plans to file within 60 days after Company’s receipt of the Demand Registration Request such request; (ii) within 180 days prior to any such request for registration, a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (Company has been effected in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders Purchasers had the right to participate pursuant to Section 1.2 hereof; or (iii) the Board of Directors of the Company reasonably determines in good faith that effecting such public offering a demand registration at such time would have a material adverse effect upon a proposed sale of all (or substantially all) the assets of the Company, or a merger, reorganization, recapitalization, or similar transaction materially affecting the capital structure or equity ownership of the Company; provided, however, that the Company may only delay a demand registration pursuant toto this Section 1.1(a)(iii) for a period not exceeding 90 days (or until such earlier time as such transaction is consummated or no longer proposed). The Company shall promptly notify Purchasers in writing of any decision not to effect any such request for registration pursuant to this Section 1.1(a), which notice shall set forth in reasonable detail the reason for such decision and subject to, Section 17.1 hereofshall include an undertaking by the Company promptly to notify Purchasers as soon as a demand registration may be effected.

Demand Registration Rights. At The Company covenants and agrees with the Representative and any time subsequent Holders of the Warrants and/or Warrants Shares that, on one occasion, within 60 days after the date two years after the Closing Date, the holders receipt of a majority written request from the Representative or from Holders of more than 25% in interest of the shares aggregate of VPI Stock Warrants and/or Warrant Shares issued to the Founding Stockholders pursuant to this Agreement that the Representative or such Holders of the Warrants and/or Warrant Shares desires and intends to transfer more than 25% in interest of the Other Agreements which have not been previously registered or sold and which are not entitled to aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the 8 9 meaning of the Act, will be sold under Rule 144(k) (or any similar or successor provision) promulgated under involved, the 1933 Act may request in writing (the "Demand Registration Request") Company shall, on that VPI one occasion, file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause such registration statement to become effective under the Act at the Company's expense) with respect to the offering and sale or other disposition of the Warrant Shares (the "Offered Warrant Shares"); provided, however, that the Company shall have no obligation to comply with the foregoing provisions of this Section 15.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders, from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Warrant Shares in the manner proposed by such person or persons or that a post-effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event the Company shall promptly file such post-effective amendment (and use its best efforts to cause such amendment to become effective under the Act)). Notwithstanding the foregoing, the Company shall not be obligated to file a registration statement covering all shares requested with respect to be registered the Offered Warrant Shares on more than one occasion. The Company may defer the preparation and filing of a registration statement for up to 90 days after the request for registration is made if the Board of Directors determines in good faith that such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any period of time in which the Company is in possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for disclosure. The Company shall not honor any request to register Warrant Shares pursuant to this Section 17.215.1 received later than five (5) years from the effective date of the Company's Registration Statement on Forth SB-2 (File No. VPI 333-22583) (the "Effective Date"). The Company shall not be obligated required (i) to effect only one Demand Registration for all Founding Stockholders. Notwithstanding maintain the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing effectiveness of the registration statement for a 60-day period if such deferral is deemed by such directors beyond the earlier to be in the best interests occur of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such the registration unless VPI statement or the date on which all of the Offered Warrant Shares have been sold (the "Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is no longer proceeding diligently required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or any substitute registration statement) remains or is required to remain in which case effect for any such other securities, or (ii) to cause any registration statement with respect to the delay contemplated Warrant Shares to become effective prior to the Initiation Date. All expenses of registration pursuant to this Section 15.1 shall be borne by the Company (excluding underwriting discounts and commissions on Warrant Shares not sold by the Company). The Company shall be obligated pursuant to this sentence would Section 15.1 to include in the registration statement Warrant Shares that have not yet been purchased by a Holder of Warrants so long as such Holder of Warrants submits an undertaking to the Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be applicable); provided that VPI shall provide the Founding Stockholders the right to participate included in such registration statement prior to the consummation of the public offering pursuant towith respect to such Warrant Shares. In addition, and subject to, Section 17.1 hereofsuch Holder of Warrants is permitted to pay the Company the Warrant Price for such Warrant Shares upon the consummation of the public offering with respect to such Warrant Shares.

Demand Registration Rights. At any time after After the date two years after the Closing Date, the holders occurrence of a majority Purchase Event that occurs prior to an Exercise Termination Event, Issuer shall, at the request of Grantee (whether on its own behalf or on behalf of any subsequent holder of the Option (or part thereof) delivered prior to an Exercise Termination Event or at the request of a holder of any of the shares of VPI Common Stock issued to the Founding Stockholders pursuant to this Agreement hereto) delivered no later than 12 months after an Exercise Termination Event, promptly prepare, file and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file keep current a shelf registration statement under the 1933 Securities Act covering the registration of up to all of the this Option or any shares of VPI Stock issued and issuable pursuant to the STOCKHOLDERS pursuant to this Agreement Option (the "Option Shares") and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause such registration statement to become effective and remain current and to qualify this Option or any such Option Shares or other securities for sale under any applicable state securities laws in order to permit the sale or other disposition of this Option or any Option Shares in accordance with any plan of disposition requested by Grantee; provided, however, that Issuer may postpone filing a registration statement covering relating to a registration request by Grantee under this Section 6 for a period of time (not in excess of 90 days) if in its judgment such filing would require the disclosure of material information that Issuer has a bona fide business purpose for preserving as confidential. Issuer will use its best efforts to cause such registration statement first to become effective as soon as practicable after the filing thereof and then to remain effective for such period not in excess of 180 days from the day such registration statement first becomes effective, or such shorter time as may be necessary to effect such sales or other dispositions. Grantee shall have the right to demand two such registrations. Grantee shall provide all shares information reasonably requested by Issuer for inclusion in any registration statement to be registered filed hereunder. In connection with any such registration, Issuer and Grantee shall provide each other with representations, warranties, and other agreements customarily given in connection with such registrations. If requested by any Grantee in connection with such registration, Issuer and Grantee shall become a party to any underwriting agreement relating to the sale of Option Shares, but only to the extent of obligating themselves in respect of representations, warranties, indemnities and other agreements customarily included in such underwriting agreements. Notwithstanding the foregoing, if Grantee revokes any exercise notice or fails to exercise any Option with respect to any exercise notice pursuant to this Section 17.2. VPI 2(e), Issuer shall not be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected continue any registration process with respect to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofOption Shares.

Demand Registration Rights. At The Company covenants and agrees with Cruttenden and any time after the date two years after the Closing Date, the holders of a majority subsequent Holders of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration RequestWarrants and/or Warrants Share that, VPI shall give written notice of such request to all other Founding Stockholders and shallon one occasion, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of a written request from Cruttenden or from Holders of more than 25% in interest of the Demand Registration Request aggregate of Warrants and/or Warrant Shares (considered for this purpose as one class) issued pursuant to this Agreement that Cruttenden or such Holders of the Warrants and/or Warrant Shares desires and intends to transfer more than 25% in interest of the aggregate number of the Warrants and/or Warrant Shares under such circumstances that a public offering, within the meaning of the Act, will be involved, the Company shall, on that one occasion, file a registration statement covering the sale of any of (and use its securities in a public offering reasonable best efforts to cause such registration statement to become effective under the 1933 Act, no registration Act at the Company's expense) with respect to the offering and sale or other disposition of the Founding Stockholders' VPI Stock Warrant Shares (the "Offered Warrant Shares"); provided, however, that the Company shall be initiated under have no obligation to comply with the foregoing provisions of this Section 17.2 until 15.1 if in the opinion of counsel to the Company reasonably acceptable to the Holder or Holders, from whom such written requests have been received, registration under the Act is not required for the transfer of the Offered Warrant Shares in the manner proposed by such person or persons or that a post-effective amendment to an existing registration statement would be legally sufficient for such transfer (in which latter event the Company shall promptly file such post-effective amendment (and use its reasonable best efforts to cause such amendment to become effective under the Act)). Notwithstanding the foregoing, the Company shall not be obligated to file a registration statement with respect to the Offered Warrant Shares on more than one occasion. The Company may defer the preparation and filing of a registration statement for up to 180 days after the request for registration is made if the Board of Directors determines in good faith that such registration or post-effective amendment would materially adversely affect or otherwise materially interfere with a proposed or pending transaction by the Company, including without limitation a material financing or a corporate reorganization, or during any period of time in which the Company is in possession of material inside information concerning the Company or its securities, which information the Company determines in good faith is not ripe for disclosure. The Company shall not honor any request to register Warrant Shares pursuant to this Section 15.1 received later than five (5) years from the date hereof (the "Effective Date"). The Company shall not be required (i) to maintain the effectiveness of the registration statement beyond the earlier to occur of 90 days after the effective date of such the registration unless VPI statement or the date on which all of the Offered Warrant Shares have been sold (the "Termination Date"); provided, however, that if at the Termination Date the Offered Warrant Shares are covered by a registration statement which also covers other securities and which is no longer proceeding diligently required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to Offered Warrant Shares for so long as such registration statement (or any substitute registration statement) remains or is required to remain in which case effect for any such other securities, or (ii) to cause any registration statement with respect to the delay contemplated Warrant Shares to become effective prior to the Initiation Date. All expenses of registration pursuant to this Section 15.1 shall be borne by the Company (excluding underwriting discounts and commissions on Warrant Shares not sold by the Company). The Company shall be obligated pursuant to this sentence would Section 15.1 to include in the registration statement Warrant Shares that have not yet been purchased by a Holder of Warrants so long as such Holder of Warrants submits an undertaking to the Company that such Holder intends to exercise Warrants representing the number of Warrant Shares to be applicable); provided that VPI shall provide the Founding Stockholders the right to participate included in such registration statement prior to the consummation of the public offering pursuant to, and subject to, Section 17.1 hereofwith respect to such Warrant Shares.

Demand Registration Rights. At any time after the date two years after the Closing Date, The Issuer covenants and agrees with the holders of Warrants or Warrant Shares (the "Registrable Securities") that, subject to the availability of audited financial statements which would comply with Regulation S-X under the Securities Act and provided that the Holders have not previously had the option of including all of the Registrable Securities in one or more Piggyback Registrations pursuant to Section 8.b., upon written request of the then Holder(s) of at least a majority of the shares of VPI Stock issued to Warrants or the Founding Stockholders pursuant to this Agreement Registrable Securities, or both, made at any time within the period commencing three years and ending five years after the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under date herein first set forth, the 1933 Act may request in writing (the "Demand Registration Request") that VPI Issuer will file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon promptly as practicable but in no event later than 45 days after the Demand Registration Requestand, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file event, within 60 days after receipt of such written request, at its expense (other than the Demand Registration Request fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to a registration statement, or a new registration statement covering the sale of any of its securities in a public offering under the 1933 Securities Act, no registration registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Issuer shall give notice to the other Holders of the Founding Stockholders' VPI Stock Registrable Securities, if any, advising that the Issuer is proceeding with such Amendment or registration statement and offering to include therein the Registrable Securities of such Holders. The Issuer shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Issuer within ten (10) days thereafter. The Issuer will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment or registration statement as promptly as practicable and for a period of nine months thereafter to reflect in the Amendment or registration statement financial statements which are prepared in accordance with Section 10(a)(3) of the Securities Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment or registration statement to enable any Holders of the Warrants to either sell such Warrants or to exercise such Warrants and sell Warrant Shares, or to enable any holders of Warrant Shares to sell such Warrant Shares, during said nine-month period. The Holders may sell the Registrable Securities pursuant to the Amendment or registration statement without exercising the Warrants. If any registration pursuant to this paragraph 8(a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be initiated under this Section 17.2 until 90 days after entitled to select the effective date underwriter or managing underwriter (in the case of a syndicated offering) of such registration unless VPI is no longer proceeding diligently offering, subject to effect such registration (in the Issuer's approval which case the delay contemplated by this sentence would shall not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofunreasonably withheld.

Demand Registration Rights. At Commencing on the one-year anniversary of the date hereof and at any time after thereafter, if at any time the date two years after Company shall receive from one or more Holders a written request that the Closing Date, the holders of Company register not less than a majority of all of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(kRegistrable Securities (as defined below) (or any similar or successor provision) promulgated identified in such request under the 1933 Act may request in writing Act, the Company agrees that on one (1) such occasion only it shall prepare and file promptly with the "Demand Registration Request") that VPI file Securities and Commission a registration statement under the 1933 Act covering the registration of up an amount equal to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then Registrable Securities held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request requesting Holders and agrees to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause such registration statement to become effective as expeditiously as possible. Upon the receipt of such request, the Company agrees to give promptly written notice to all Holders of Registrable Securities that such registration is to be effected. The Company agrees to include in such registration statement those shares of Registrable Securities from the Holders of which it has received written requests for registration within the thirty (30) day period after such Holders' receipt of written notice from the Company. "Registrable Securities" means the Warrant Shares (as such shares may have been adjusted from time to time pursuant to the anti-dilution provisions of this Warrant), except that any such Warrant Shares shall cease to be Registrable Securities when they have been sold, transferred or otherwise disposed of or exchanged pursuant to a registration statement covering all shares requested under the Act. The Company shall not be required to be registered effect a registration pursuant to this Section 17.210.A. if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 10.A, a certificate signed by the Chief Operating Officer of the Company stating that in the good faith of the Board of Directors of the Company that the Company (1) has reached a "probable" state on an acquisition with respect to which the Company reasonably believes it is required by the Act to include in a registration statement information and financial statements concerning such application or (2) has completed such an acquisition but has not yet filed the financial statements required by Item 7 of Form 8-K under the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, then the Company shall have the right to defer such filing until 30 days after the financial statements required by Item 7 of the Exchange Act are filed with the SEC with respect to either such acquisition. VPI If the Company shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer postpone the filing of any registration statement, Holders holding in the aggregate 50% or more of the number of Registrable Securities requested to be included in such registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders have the right to participate withdraw their requests for such registration by giving notice to the Company within 15 days of the notice of postponement. Such withdrawal request shall be deemed to apply to all Holders who had requested to have such Registrable Securities included in such public offering registration statement. In the event that any Holders withdraw their request in the foregoing manner, such request shall not be counted for purposes of determining the number of registrations to which the Holders are entitled pursuant toto this Section 10.A. Notwithstanding anything herein to the contrary, and subject to, Section 17.1 hereofunder no circumstances shall the Company be permitted to defer a filing pursuant to this paragraph more than once during any twelve (12) month period.

Demand Registration Rights. At any time (a) From and after the date two years after the Closing Date, the holders of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and to and including the Other Agreements date that is the 10th anniversary of the date of this Agreement, subject to extension pursuant to Section 4 (as so extended from time to time, the "TERMINATION DATE"), on one or more occasions when the Company shall have received the written request of a Stockholder or holders of at least 2,500,000 Registrable Shares in the aggregate (as such number of shares may be adjusted in the event of any change in the capital stock of the Company by reason of stock dividends, split-ups, reverse split-ups, mergers, recapitalizations, subdivisions, conversions, exchanges of shares or the like) that have been acquired directly or indirectly from Stockholder and to which rights under this Section 1 shall have not been previously registered or sold and which are not entitled assigned pursuant to be sold under Rule 144(kSection 14(a) (each such person, when requesting registration under this Section 1 or under Section 2 and thereafter in connection with any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up such registration, being hereinafter referred to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (as a "Demand RegistrationREGISTERING STOCKHOLDER"). Within ten (10) days of , the receipt of the Demand Registration Request, VPI Company shall give written notice of the receipt of such request to all each potential Registering Stockholder, each person known by the Company to have rights under Other Agreements with respect to the registration of the disposition of shares of Company Common Stock (each such person, when requesting registration under this Section 1 or Section 2, or similar provisions in the Other Agreements, and thereafter in connection with any such registration, being hereafter referred to as an "OTHER REGISTERING STOCKHOLDER") and each other Founding person known by the Company to have rights with respect to the registration under the Securities Act of the disposition of securities of the Company. The Company shall use reasonable best efforts as promptly as practicable to include in a Registration Statement the Registrable Shares owned by the Registering Stockholders and shallthe Other Registrable Shares owned by the Other Registering Stockholders (all such Registrable Shares and Other Registrable Shares, as soon as practicable but collectively, "TRANSACTION REGISTRABLE SHARES") that in no event each case shall have been duly specified by such Registering Stockholders and Other Registering Stockholders by written notice received by the Company not later than 45 days 20 Business Days after the Demand Registration Request, file Company shall have given written notice to the Registering Stockholders and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered the Other Registering Stockholders pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable1(a); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At any time after Subscriber may request the date two years after the Closing Date, the holders Issuer to -------------------------- effect a Registration of their common shares. Subscriber when requesting such a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not Registration shall be entitled to choose the jurisdictions where such Registration shall be sold under Rule 144(k) (or effected, [provided that the Issuer shall not be required to effect any similar or successor provision) promulgated under the 1933 Act may Registration in any jurisdiction where it has not completed a public offering.] Each request for a Registration shall be in writing (and shall specify the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration approximate number of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares Registrable Shares requested to be registered qualified, the anticipated per share price range for such offering, the intended method of disposition of such Registrable Shares and the jurisdictions where Registration is to be effected. All Registrations requested pursuant to this Section 17.22.1.2 are referred to herein as "Demand Registrations". VPI Notwithstanding anything contained herein to the contrary, and regardless of the number of Registrable Shares held by Subscriber, so long as Subscriber holds Registrable Shares it shall be entitled to request two Demand Registrations (regardless of the number of Registrable Shares held by Subscriber) under the applicable Canadian Securities Act, and two Demand Registrations under the U.S. Securities Act, of the Registrable Shares which the Issuer has been so requested to register, provided that to the extent that Registration Shares are included in a Registration, the number of Demand Registrations it shall be entitled to request shall be reduced by one. The Issuer shall be obligated to effect only two Demand Registrations hereunder in each of Canada and the United States in each Registration Period. A Registration will not count as one of the permitted Demand Registrations for Subscriber until it has become effective or until a receipt has been issued for the final prospectus or registration document, as the case may be (unless such Registration has not become effective or a receipt has not been issued due solely to the fault of Subscriber). The Issuer shall pay the Registration Expenses in connection with each Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans extent permitted by applicable law, [except that Subscriber shall pay all fees and expenses of Subscriber's counsel and the underwriting discounts, commissions and similar fees, and transfer taxes applicable to file within 60 days after receipt the shares of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate Subscriber included in such public offering pursuant to, and subject to, Section 17.1 hereofRegistration.]

Demand Registration Rights. At any time after the date two years after first anniversary of the Closing Date, the holders of Stockholders or their permitted transferees ("Founding Stockholders") holding a majority of the Registrable Securities then outstanding (but not less than 500,000 shares), which shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which shares are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act Act, may request in writing (the "Demand Registration Request") that VPI Purchaser file a registration statement under the 1933 Act covering the registration of up to all of the such shares of VPI Stock Registrable Securities issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such the Founding Stockholders or their permitted transferees (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Requestsuch request, VPI Purchaser shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after notice from the Demand Registration RequestFounding Stockholders requesting such registration, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2such shares. VPI Purchaser shall be obligated to effect only one Demand Registration for all Founding Stockholders; provided, however, that Purchaser shall not be deemed to have satisfied its obligation under this Section 16.2 unless and until a Demand Registration covering all shares of Registrable Securities requested to be registered has been filed and become effective under the 1933 Act and has remained current and effective for not less than 90 days (or such shorter period as is required to complete the distribution and sale of all shares registered thereunder). Notwithstanding the foregoing paragraph, following the Demand Registration Request such a demand a majority of VPI's the disinterested directors of Purchaser (i.e., i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-30 day period if such deferral is deemed by such directors to be in the best interests of VPIperiod. If immediately prior to at the time of any request for a Demand Registration Request VPI Purchaser has fixed formulated plans to file within 60 days after receipt of the Demand Registration Request such request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock Registrable Securities shall be initiated under this Section 17.2 16.2 until 90 days after the effective date of such registration statement unless VPI Purchaser is no longer proceeding diligently to effect secure the effectiveness of such registration (in which case the delay contemplated by this sentence would not be applicable)statement; provided that VPI Purchaser shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof16.1.

Demand Registration Rights. At Upon written request by Noteholders who have tendered to EEI notice of and the full exercise price for the exercise of not less than 66-2/3% of all of the EEI Common Stock issued or issuable upon the exercise of the New EEI Warrants, excluding the shares registered in accordance with Section 6.1 above (estimated to be approximately 3,140,000 shares) then held by Noteholders (the “Registrable Securities”), but in any event no sooner than 18 months following the Closing, provided EEI is then eligible to do so under the Securities Act and the Exchange Act, and provided that the Registrable Securities that are subject to such written request are not eligible for resale without volume limitation pursuant to Rule 144, 144A or 145, EEI will prepare and file with the SEC as soon as reasonably practicable (but, subject to the provisions below, no more than 60 days from the date of the Stockholder request), a registration statement on Form S-3 with respect to all Registrable Securities (hereinafter referred to as the “Registration Statement”); provided, however, that EEI may delay such filing for a period of up to 60 days if, after consultation with counsel, EEI determines in good faith that the filing of a Registration Statement would be detrimental to EEI and EEI delivers a certificate (signed by its Chief Executive Officer) to the Noteholders stating the reasonable basis of the delay. EEI may invoke this privilege no more than twice. Upon filing the Registration Statement, EEI will use commercially reasonable efforts to cause such Registration Statement to become effective as soon as reasonably possible thereafter, and, subject to the provisions below, use its reasonable best efforts to keep such Registration Statement effective for a period of 180 days after the expiration of the New EEI Warrants or, if earlier, until the Noteholders have sold all of the Registrable Securities. If at any time after a Registration Statement becomes effective, EEI advises the date two years after Noteholders in writing that due to any stop order or the Closing Dateexistence of material information that has not been disclosed to the public and included in the Registration Statement it is necessary to amend the Registration Statement, the holders Noteholders shall suspend any further sale of a majority of the shares of VPI Stock issued Registrable Securities pursuant to the Founding Stockholders pursuant Registration Statement until EEI advises the Noteholders that such stop order has been lifted or the Registration Statement has been amended. In such event, EEI shall use reasonable efforts to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled cause such stop order to be sold under Rule 144(k) (lifted or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up Statement to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, be amended as soon as practicable but in no reasonably practicable. In addition, EEI may suspend use of the Registration Statement to the extent EEI is advised by its legal counsel that such action is reasonably necessary to comply with federal securities law. In the event later than 45 days after the Demand sales of Registrable Securities of the Noteholders are suspended as provided above, the period during which a Registration Request, file and use its best efforts to cause to become Statement must be kept effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration extended for all Founding Stockholdersthe total number of days during which sales are suspended. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior In connection with and subject to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Actforegoing, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.EEI will:

Demand Registration Rights. At any time after the date two years after the Closing Date, The Issuer covenants and agrees with the holders of Warrants or Warrant Shares (the "Registrable Securities") that, subject to the availability of audited financial statements which would comply with Regulation S-X under the Securities Act and provided that the Holders have not previously had the option of including all of the Registrable Securities in one or more Piggyback Registrations pursuant to Section 8.b., upon written request of the then Holder(s) of at least a majority of the shares of VPI Stock issued to Warrants or the Founding Stockholders pursuant to this Agreement Registrable Securities, or both, made at any time within the period commencing three years and ending five years after the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under date herein first set forth, the 1933 Act may request in writing (the "Demand Registration Request") that VPI Issuer will file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon promptly as practicable but in no event later than 45 days after the Demand Registration Requestand, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file event, within 60 days after receipt of such written request, at its expense (other than the Demand Registration Request fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to a registration statement, or a new registration statement covering the sale of any of its securities in a public offering under the 1933 Securities Act, no registration registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Issuer shall give notice to the other Holders of the Founding Stockholders' VPI Stock Registrable Securities, if any, advising that the Issuer is proceeding with such Amendment or registration statement and offering to include therein the Registrable Securities of such Holders. The Issuer shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Issuer within ten (10) days thereafter. The Issuer will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment or registration statement as promptly as practicable and for a period of nine months thereafter to reflect in the Amendment or registration statement financial statements which are prepared in accordance with Section 10(a)(3) of the Securities Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment or registration statement to enable any Holders of the Warrants to either sell such Warrants or to exercise such Warrants and sell Warrant Shares, or to enable any holders of Warrant Shares to sell such Warrant Shares, during said nine-month period. The Holders may sell the Registrable Securities pursuant to the Amendment or registration statement without exercising the Warrants. If any registration pursuant to this paragraph 8 (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be initiated under this Section 17.2 until 90 days after entitled to select the effective date underwriter or managing underwriter (in the case of a syndicated offering) of such registration unless VPI is no longer proceeding diligently offering, subject to effect such registration (in the Issuer's approval which case the delay contemplated by this sentence would shall not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofunreasonably withheld.

Demand Registration Rights. At any time after the date two years after the Closing Date, the holders of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon As promptly as practicable but in no event later than 45 thirty (30) days after the Demand receipt of a written request from the Investor that the Company effect any registration under the 1933 Act on SEC Form S-3 (or any successor form to Form S-3 regardless of its designation) at a time when the Company is eligible to register securities on Form S-3 (or any successor form to Form S-3 regardless of its designation), the Company will prepare and file with the SEC a registration statement on Form S-3 (or any successor form to Form S-3 regardless of its designation) registering all of the Shares sold to the Investor pursuant to this Agreement for resale to the public by the Investor pursuant to such registration statement (the "Shelf Registration RequestStatement") and the prospectus included therein, file free and clear of any restrictions under the 1933 Act except for prospectus delivery requirements. For purposes of this Section 7, the term "Shares" shall be deemed to include shares of Common Stock issued as a dividend or other distribution with respect to or in replacement of the Shares. The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective a registration statement covering as promptly as practicable thereafter and, subject to Sections 7.3(c), to remain effective until the earlier of (i) ninety (90) days from the effective date and (ii) such time as the Investor has sold all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand of the Shares (the "Registration for all Founding StockholdersPeriod"). Notwithstanding the foregoing paragraphforegoing, following (1) the Demand Company shall have no obligation to prepare and file, or maintain the effectiveness of, a Shelf Registration Request a majority Statement at any time that the Investor may sell all or any portion of VPI's disinterested directors the Shares pursuant to SEC Rule 144(k); (i.e., directors who 2) the Company shall have not demanded or elected the right to sell shares in any such public offering) may defer the filing of the registration statement a Shelf Registration Statement for a period of not more than sixty (60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 ) days after receipt from delivery of the Demand Registration Request a registration statement covering request of the sale Investor if within seven (7) days from delivery of any such request the Company notifies the Investor of its securities in the Company's intention to make a public offering under within sixty (60) days or the 1933 ActCompany notifies the Investor that, no registration in the good faith determination of the Founding Stockholders' VPI Stock shall Board of Directors of the Company, it would be initiated seriously detrimental to the Company for any registration to be effected as requested under this Section 17.2 until 90 days after 7.1; provided, however, that the effective date of such registration unless VPI is Company may not utilize this right more than once; and (3) the Company shall have no longer proceeding diligently obligation to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant enter into an underwriting agreement relating to, and subject toor otherwise facilitate, Section 17.1 hereofan underwritten sale of the Shares pursuant to the Shelf Registration Statement.

Demand Registration Rights. At any time after the date two years As of and after the Closing DateShares Shelf Expiration, each Stockholder shall have the holders right to require the Company to file one or more registration statements under the Securities Act covering all or any part of its and its Affiliates’ Registrable Securities (a majority of “Demand Registration”) by delivering a written request (the shares of VPI Stock issued “Demand Registration Request”) therefor to the Founding Stockholders pursuant Company specifying the number of Registrable Securities to this Agreement be included in such registration and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) intended method of distribution thereof (each such Stockholder so requesting a Demand Registration, an “Initiating Stockholder”). Any Demand Registration Request may request that the Company register Registrable Securities on an appropriate form, including a long-form registration statement on Form S-1 (or any similar or successor provision) promulgated under long-form registration statement), a shelf registration statement, and, if the 1933 Act may request in writing (Company is a WKSI, an automatic shelf registration statement; provided, however, that the "Demand Registration Request") that VPI file a registration statement under Company shall only be obligated to register such Registrable Securities if the 1933 Act covering the registration of up to all sale of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares Registrable Securities requested to be registered pursuant by such Stockholder is reasonably expected to this Section 17.2. VPI result in aggregate gross cash proceeds of at least $20,000,000 (without regard to any underwriting discount or commission); and provided, further, that unless otherwise approved by the Board, the Company shall not be obligated to effect only one Demand file a Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected Statement relating to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated request under this Section 17.2 until 90 2.2 within a period of 180 days after the effective date of any other Registration Statement. The Company shall, as promptly as reasonably practicable (subject to Section 2.6(c)), use its reasonable best efforts to file with the SEC (no later than forty five (45) days from the Company’s receipt of the applicable Demand Request) and cause to be declared effective such registration unless VPI is no longer proceeding diligently under the Securities Act of the Registrable Securities which the Company has been so requested to effect register, for distribution in accordance with such intended method of distribution, including a distribution to, and resale by, the members or partners of the Initial Stockholder (a “Partner Distribution”), and (y) if requested by the Stockholders, obtain acceleration of the effective date of the registration statement relating to such registration. The Company shall use reasonable best efforts to cause any Registration Statement filed pursuant to this Section 2.2 (subject to Section 2.6(c) hereof) to remain effective until the earlier of (i) the date on which all Registrable Securities included within such Registration Statement have been sold (other than to a Permitted Transferee to whom registration rights are effectively assigned in accordance with Section 6.1 hereof) and (ii) the expiration of 180 days (or, if such registration is a shelf-registration statement that permits sales of Registrable Securities on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, one (in 1) year) from the date such Registration Statement first becomes effective (exclusive of any period during which case the delay contemplated holders of Registrable Securities are prohibited or impaired from disposition of Registrable Securities by this sentence would not be applicablereason of the occurrence of a Permitted Interruption); provided that VPI , at which time the Company shall provide the Founding Stockholders have the right to participate deregister any of such securities that remain unsold. The Company shall, at the request of any Stockholder (including to effect a Partner Distribution), file any prospectus supplement or post-effective amendments, or include in such public offering pursuant tothe initial Registration Statement any disclosure or language, or include in any prospectus supplement or post-effective amendment any disclosure or language, and subject tootherwise take any action, reasonably deemed necessary or advisable by such Stockholder (including to effect a Partner Distribution). Notwithstanding anything contained herein to the contrary, the Company shall not be required to effect more than five (5) Demand Registrations pursuant to this Section 17.1 hereof2.2.

Demand Registration Rights. (a) At any time after prior to the one-year anniversary of the expiration date two years after of the Closing DateOption, the holders of Holders holding at least a majority of the shares of VPI Stock issued Registrable Securities shall have the right on one occasion, by written request to the Founding Stockholders pursuant Company (the "Registration Notice"), to this Agreement require the Company to effect a registration under the Securities Act of the Registrable Securities and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated Company shall cause, as expeditiously as practicable, the registration under the 1933 Securities Act may request in writing of all of the Registrable Securities. In connection therewith, the Company shall be obligated to prepare and file a registration statement (the "Demand Registration RequestStatement") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the promptly upon receipt of the Demand any such Registration Request, VPI Notice and shall give written notice of such request be further obligated to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause such Demand Registration Statement to be declared effective under the Securities Act and the rules and regulations promulgated thereunder as soon as practicable after the filing date thereof. The Company shall be required to effect only one such registration of Registrable Securities owned by the Holders, and such obligation shall be deemed satisfied when one Demand Registration Statement shall become effective a registration statement covering all shares requested pursuant to be registered the request of the Holders made pursuant to this Section 17.2. VPI 2, provided that the Company shall not be obligated deemed to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of complied with its obligations under this Section 2 if the registration statement does not remain effective for a 60-day period if of at least 45 days (or such deferral is deemed shorter period ending on the date the Holders whose Registrable Securities are included in the registration statement complete their distribution of Registrable Securities as contemplated by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file registration statement) or if within 60 45 days after receipt such registration becomes effective (or such shorter period referred to above) such registration is interfered with by any stop order, injunction or other order or requirement of the Demand Registration Request a registration statement covering the sale of SEC or other governmental agency or court for any reason and any of its securities the Registrable Securities registered in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would connection therewith were not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofsold.

Demand Registration Rights. At Solely in the event there is not then a current registration statement concerning the resale of the Registrable Securities, at any time after commencing on the date two that this Warrant becomes exercisable until five (5) years after from the Closing Effective Date, the holders Holder is entitled to one “demand” registration right at the Company’s sole expense and an additional “demand” registration right at the Holder’s expense. Upon receipt of a majority of demand registration request from the shares of VPI Stock issued to Holder, the Founding Stockholders pursuant to this Agreement Company shall prepare and file with the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing SEC a required registration statement (the "Demand “Required Registration Request"Statement”) that VPI file a registration statement under concerning the 1933 Act covering the registration resale of up to all of the shares Registrable Securities. The Required Registration Statement shall be on Form S-3 if available for such a registration and if unavailable, the Company shall register the resale of VPI Stock issued the Registrable Securities on Form S-1 or another appropriate form reasonably acceptable to the STOCKHOLDERS pursuant Holder and undertake to this Agreement register the resale of the Registrable Securities on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of all Registration Statements then in effect until such time as a Registration Statement on Form S-3 covering the resale of all of the Registrable Securities has been declared effective by the SEC and the Other Agreements then held by such Founding Stockholders (a "Demand Registration")prospectus contained therein is available for use. Within ten (10) days after receiving written notice from the Holder, the Company shall give notice to the other Holders of the receipt of Warrants advising that the Demand Registration Request, VPI shall give written notice Company is proceeding with such registration statement and offering to include therein Warrants of such request other Holders. The Company shall not be obligated to all any such other Founding Stockholders and shall, as soon as practicable but Holder unless such other Holder shall accept such offer by notice in no event later than 45 writing to the Company within five (5) days after the Demand Registration Request, file and thereafter. The Company shall use its best efforts to cause to become effective a registration statement covering all shares requested have such Required Registration Statement, and each other Registration Statement required to be registered filed pursuant to the terms of this Section 17.2Warrant, declared effective by the SEC as soon as practicable. VPI The Company shall be obligated pay the costs and expenses thereof, for one time only, which costs and expenses shall include “Blue Sky” fees for counsel for the Underwriter and “Blue Sky” filing fees to effect only one Demand Registration for all Founding Stockholders. Notwithstanding qualify the foregoing paragraph, following Warrants in those jurisdictions requested by the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofHolder.

Demand Registration Rights. At any time (a) Commencing 180 days after the date two years Initial Public Offering, a Qualified Holder shall have the right by delivering a written notice to the Trust (the “Demand Notice”) to require the Trust to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms and conditions set forth in this Agreement (a “Demand Registration”). Following receipt of a Demand Notice for a Demand Registration, the Trust shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 45 days after such Demand Notice, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the Closing Datefiling thereof. Each Principal Unitholder shall be entitled to a maximum of one Demand Registration, which, if such Demand Registration has not been exercised, may be transferred to any of such Principal Unitholder’s successors or assigns who becomes a Qualified Holder pursuant to Section 9(d); provided, however, that no such succession or assignment shall have the holders effect of increasing the number of Demand Registrations to be performed by the Trust with respect to the Registrable Securities held by such Principal Unitholder. Notwithstanding any other provisions of this Section 2, in no event shall more than one Demand Registration occur during any six-month period (measured from the effective date of the Registration Statement to the date of the next Demand Notice) or within 120 days after the effective date of a majority Registration Statement filed by the Trust; provided that no Demand Registration may be prohibited for such 120-day period more often than once in a 12-month period. No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a) if the shares of VPI Stock issued to Registration Statement relating thereto does not become effective or is not maintained effective for the Founding Stockholders period required pursuant to this Agreement and Section 2(a), in which case the Other Agreements which have not been previously registered or sold and which are not Demanding Qualified Holders shall be entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "an additional Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration")in lieu thereof. Within ten (10) days after receipt by the Trust of a Demand Notice, the receipt of the Demand Registration Request, VPI Trust shall give written notice (the “Notice”) of such request Demand Notice to all other Founding Stockholders Qualified Holders and shall, as soon as practicable but subject to the provisions of Section 2(b) hereof, include in no event later than 45 such registration all Registrable Securities held by such Qualified Holders with respect to which the Trust received written requests for inclusion therein within ten (10) days after such Notice is given by the Demand Registration Request, file and use its best efforts Trust to cause to become effective a registration statement covering all shares requested to be registered such holders. All requests made pursuant to this Section 17.22 will specify the amount of Registrable Securities to be registered and the intended methods of disposition thereof. VPI The Trust shall be obligated required to effect only one maintain the effectiveness of the Registration Statement with respect to any Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority period of VPI's disinterested directors ninety (i.e., directors who have not demanded or elected to sell shares in any such public offering90) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date thereof or, in the case of a Shelf Registration Statement, the Effectiveness Period; provided, however, that such period shall be extended for a period of time equal to the period the holders of Registrable Securities refrain from selling any securities included in such registration unless VPI is no longer proceeding diligently at the request of (i) an underwriter of the Trust or (ii) the Trust pursuant to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofAgreement.

Demand Registration Rights. At any time after After the date two years after the Closing Date, the holders occurrence of a majority Purchase Event that occurs prior to an Exercise Termination Event, Issuer shall, at the request of Grantee (whether on its own behalf or on behalf of any subsequent holder of the Option (or part thereof) delivered prior to an Exercise Termination Event or at the request of a holder of any of the shares of VPI Common Stock issued pursuant hereto) delivered no later than 12 months after an Exercise Termination Event, promptly prepare, file and keep current a registration statement on such form as is available and the Issuer is eligible to use under the Securities Act relating to a delayed or continuous offering (as contemplated by Rule 415 of the SEC under the Securities Act or any successor rule or regulation) (a "shelf registration") covering this Option and any shares issued and issuable pursuant to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing Option (the "Demand Registration RequestOption Shares") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause such registration statement to become effective and remain current and to qualify this Option or any such Option Shares or other securities for sale under any applicable state securities laws in order to permit the sale or other disposition of this Option or any Option Shares in accordance with any plan of disposition requested by Grantee; provided, however, that Issuer may postpone filing a registration statement covering relating to a registration request by Grantee under this Section 6 for a period of time (not in excess of 90 days) if in its judgment such filing would require the disclosure of material information that Issuer has a bona fide business purpose for preserving as confidential. Issuer will use its best efforts to cause such registration statement first to become effective as soon as practicable after the filing thereof and then to remain effective for such period not in excess of 135 days from the day such registration statement first becomes effective, or such shorter time as may be necessary to effect such sales or other dispositions. Grantee shall have the right to demand one such registration (notwithstanding the number of Grantees). Grantee shall provide all shares information reasonably requested by Issuer for inclusion in any registration statement to be registered filed hereunder. In connection with any such registration, Issuer and Grantee shall provide each other with representations, warranties, and other agreements customarily given in connection with such registrations. If requested by any Grantee in connection with such registration, Issuer and Grantee shall become a party to any underwriting agreement relating to the sale of Option Shares, but only to the extent of obligating themselves in respect of representations, warranties, indemnities and other agreements customarily included in such underwriting agreements. Notwithstanding the foregoing, if Grantee revokes any exercise notice or fails to exercise any Option with respect to any exercise notice pursuant to this Section 17.2. VPI 2(e), Issuer shall not be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected continue any registration process with respect to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofOption Shares.

Demand Registration Rights. At (a) Subject to the provisions hereof, each Holder, from time to time at any time from and after each Issuance Date for the applicable Registrable Securities, may request registration for resale under the Securities Act of all or part of the Registrable Securities owned by such Holder on such Issuance Date by giving written notice thereof (a “Demand Notice”) to the REIT (which Demand Notice shall specify the number of Registrable Securities to be offered by such Holder, the intended methods of distribution, including whether such methods will include or involve an underwritten offering, and whether such Demand Registration Statement will be a “shelf” registration statement under Rule 415). Subject to 2(c) and 2(e) below, the REIT shall use reasonable best efforts (i) to file a Demand Registration Statement (which shall be a ‘shelf” registration statement under Rule 415 if requested pursuant to such Holder’s request pursuant to the first sentence of this 2(a)) registering for resale such number of Registrable Securities as requested to be so registered within 30 days in the case of a registration on Form S-3 (and 45 days in the case of a registration on Form S-11 or such other appropriate form) after the REIT’s receipt of a Demand Notice, and (ii) to cause such Demand Registration Statement to be declared effective by the Commission as soon as reasonably practicable thereafter. Notwithstanding the foregoing, the REIT shall not be required to file a registration pursuant to this 2(a) (i) prior to (x) 180 days after the date two years after the Closing Date, the holders of a majority initial listing of the shares Registrable Securities on a national securities exchange, or (y) the expiration of VPI Stock issued any other lock-up period imposed with respect to the Founding Stockholders pursuant Registrable Securities under Section 5.01 of the Stockholders’ Agreement; and (ii) with respect to this Agreement and the Other Agreements which have not been previously registered or sold and which securities that are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated Registrable Securities. If permitted under the 1933 Act may request in writing (the "Securities Act, such Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI Statement shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the automatically effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofupon filing.

Demand Registration Rights. At any time after (a) For the five-year period commencing on the first anniversary of the date two years after of the Closing Date(as defined in the Subscription Agreement), the holders after receipt of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) written request (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the a "Demand Registration Request") from the Holders of a majority in interest of the Registrable Securities requesting that VPI the Company effect the registration of Registrable Securities under the Securities Act and specifying the intended method or methods of disposition thereto, the Company shall prepare and file with the Commission a registration statement under the 1933 Securities Act covering on any form which the registration of up Company is eligible to all use for registering the resale of the shares of VPI Stock issued Registrable Securities which the Company has been requested to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders register (including, without limitation, a "Demand Registration"). Within ten (10) days registration statement on Form S-3 of the receipt of the Demand Registration Request, VPI Securities Act) and shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause such registration statement to become effective a effective. The Company shall send prompt written notice to all Holders of any request for registration statement covering all shares requested received hereunder and each such Holder shall have the right to be include its Registrable Securities therein by so requesting in writing within 15 days after receipt of such notice by the Company. Any Holder not electing to include its Registrable Securities in such registration will have no further rights to have such Registrable Securities registered pursuant to this Section 17.22.1 (other than in the case of a withdrawn registration statement, as provided below). VPI The Company shall not be obligated required to effect only more than a total of one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand registration statement of Registrable Securities with respect to a Registration Request pursuant to this Section 2.1 and, in the case of an underwritten offering, the Company shall have the right to approve the underwriter, which approval shall not be unreasonably withheld; provided, however, that if a registration statement of Registrable Securities with respect to a Registration Request pursuant to this Section 2.1 is withdrawn prior to the registration statement becoming effective, or the offering of such Registrable Securities is otherwise terminated before completion thereof, for any reason other than at the request of the Holders, the Company shall continue to be required to effect one registration statement of Registrable Securities upon receipt of a Registration Request from the Holders (including any Holders who previously elected not to participate in a registration that was withdrawn or terminated for any reason other than at the request of the Holders) of a majority in interest of VPI's disinterested directors (i.e., directors who the Registrable Securities. The Company shall have not demanded or elected the right to sell shares in any such public offering) may defer the filing of the any registration statement for a 60-day period requested pursuant to this Section 2.1 if such deferral (i) on the date of the request the Company is deemed by such directors to be in the best interests process of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.preparing another registration

Demand Registration Rights. At If, at any time after the date two years after the Closing Datewhile there still remain Registrable Shares, the holders of a majority Company is no longer eligible to use or, notwithstanding its obligations under Section 5.1(a), otherwise ceases to maintain an effective Shelf Registration Statement, without limiting the rights of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within hereunder, within ten (10) days after a Stockholder’s written request to Register the resale of a specified amount of the receipt Registrable Shares under the Securities Act (a “Demand Notice”), the Company will file a Registration Statement, on an appropriate form which the Company is then eligible to use, to Register the resale of such Registrable Shares, which Registration Statement will (if specified in the Demand Notice) contemplate the ability of such requesting Stockholder to effect an Underwritten Offering in accordance with Section 5.1(b) (each such Registration, a “Demand Registration”); provided, however, that the Stockholders together shall not be entitled to request more than eight (8) Demand Registrations (with KKR and the KKR Investors together being entitled to make, or cause to be made, four (4) of such eight (8) Demand Registrations, and General Atlantic and the GA Investors together being entitled to make, or cause to be made four (4) of such eight (8) Demand Registrations). A request that (i) does not result in an effective Registration Statement under the Securities Act that has remained effective for a period of at least 180 days or such shorter period in which all Registrable Shares included in such Demand Registration have actually been sold thereunder (provided that such period shall be extended for a period of time equal to the period the holder of Registrable Shares refrains from selling any securities included in such registration statement at the request of the Company or the lead managing underwriter pursuant to the provisions of this Agreement (an “Extension Period”)) or (ii) if, after it has become effective, such Demand Registration becomes subject, prior to 180 days after effectiveness (plus any Extension Period), to any stop order, injunction or other order or requirement of the SEC or other governmental authority, other than by reason of any act or omission by the requesting Stockholder shall not be counted as a utilized request for purposes of the limits in the preceding sentence. Each Demand Notice will specify the number of Registrable Shares proposed to be offered for sale, the intended method of distribution thereof and the estimated gross proceeds of such Demand Registration, which may not be less than $50 million, or, if less, all of the Registrable Shares held by the requesting Stockholder. Subject to Section 5.8, the requesting Stockholder may change the number of Registrable Shares proposed to be offered pursuant to any Demand Registration at any time prior to the Registration Statement with respect to the Demand Registration being declared effective by the SEC, so long as such change would not reduce the estimated gross proceeds of the Demand Registration Request, VPI to less than $50 million. The Company shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofsatisfy a Demand Notice by filing a Shelf Registration Statement.

Demand Registration Rights. At (i) The Company covenants and agrees with the Underwriter and any time after other or subsequent Holders of the date two years after Registrable Securities (as defined in paragraph (f) of this Section 10) that, upon the Closing Datewritten request of the then Holder(s) of Warrants, the holders of Registrable Securities or both, representing at least a majority of the shares of VPI Common Stock underlying the Warrants originally issued to the Founding Stockholders pursuant Underwriter or its designees, made at any time within the period commencing one (1) year and ending five (5) years after the Effective Date, the Company will file as promptly as practicable and, in any event, within sixty (60) days after receipt of such written request, at its expense (other than (x) all underwriters', broker-dealers', placement agents' and similar selling discounts, commissions and fees relating to this Agreement the sale of the Holder's Registrable Securities, (y) any costs and expenses of counsel, accountants or other advisors retained by the Other Agreements Holder and (z) all transfer, franchise, capital stock and other taxes, if any, applicable to the Holder's Registrable Securities (collectively, "Holders' Expenses"), all of which have not been previously registered or sold and which are not entitled to shall be sold under Rule 144(k) paid by the Holder), no more than once (or any similar or successor provision) promulgated under the 1933 Act may request in writing except as otherwise provided below), a post-effective amendment (the "Demand Registration RequestAmendment") that VPI file to the Company's Registration Statement on Form S-1, Registration No. 333-_____ as filed with the Securities and Exchange Commission on _____ __, 1999, or a new registration statement on an appropriate form under the 1933 Act covering Act, registering or qualifying the registration Registrable Securities for sale in accordance with the intended method of up sale or other disposition described in such request. Within fifteen (15) days after receiving any such notice, the Company shall give notice to all the other Holders of the shares outstanding Warrants or Registrable Securities advising that the Company is proceeding with such Amendment or registration statement and offering to include the Registrable Securities of VPI Stock issued such Holders. The Company shall not be obligated to any other such Holder unless that other Holder accepts such offer by notice in writing to the STOCKHOLDERS pursuant Company within twenty (20) days thereafter. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to this Agreement file and the Other Agreements then held by cause such Founding Stockholders Amendment or registration statement to become effective as promptly as practicable (a "Demand Registration"). Within ten but in any event within ninety (1090) days of the receipt initial filing of such Amendment or registration statement) and for a period of twelve (12) months thereafter to reflect in the Amendment or registration statement financial statements prepared in accordance with Section 10(a)(3) of the Demand Registration RequestAct and any facts or events arising that, VPI shall give written notice of such request to all other Founding Stockholders and shallindividually, as soon as practicable but or in no event later than 45 days after the Demand Registration Requestaggregate, file and use its best efforts to cause to become effective represent a fundamental or material change in the information set forth in the Amendment or registration statement covering all shares requested to be enable Holders of the Registrable Securities registered to sell such Registrable Securities. The Holders may register the Registrable Securities for sale pursuant to the Amendment or registration statement without exercising the Warrants. If any registration pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding paragraph (a) is an underwritten offering, the foregoing paragraph, following the Demand Registration Request Holders of a majority of VPI's disinterested directors the Registrable Securities to be included in such registration shall be entitled to select the underwriter or managing underwriter (i.e., directors who have not demanded or elected to sell shares in any such public the case of a syndicated offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofoffering.

Demand Registration Rights. At (i) Subject to the provisions hereof, any time after Holder or Holders may, at any for a period commencing on the date two years after Initial Exercise Date and terminating on the Closing fifth anniversary of the Initial Exercise Date, request registration for resale under the holders Securities Act of a majority all or part of the shares of VPI Stock issued Shares (a “Demand Registration”) by giving written notice thereof to the Founding Stockholders pursuant to this Agreement and Company (which request shall specify the Other Agreements which have not been previously registered or sold and which are not entitled number of Shares to be sold offered by each Holder and whether such Registration Statement shall be a “shelf” Registration Statement under Rule 144(k) (or any similar or successor provision) 415 promulgated under the 1933 Securities Act). Subject to Section 5.b(v) below, upon receipt of such notice, the Company shall use commercially reasonable efforts (i) to file a Registration Statement (which shall be a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act may if requested pursuant to the request of the Holders pursuant to the first sentence of this Section 4) registering for resale such number of Shares as requested to be so registered within 45 days in writing the case of a registration on Form S-3 (and 60 days in the "case of a registration on Form S-1) after the request of the Holders therefor (such Registration Statement, a “Demand Registration Request"Statement”) that VPI file a registration statement under the 1933 Act covering the registration of up and (ii) to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by cause such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request Statement to all other Founding Stockholders and shall, be declared effective by the SEC as soon as reasonably practicable but in no event later than 45 days after thereafter. Notwithstanding the Demand Registration Requestforegoing, file and use its best efforts the Company shall not be required to cause to become effective effect a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding 4.01(a): (A) within 180 days after the foregoing paragraph, following the Demand Registration Request effective date of a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares prior registration in any such public offering) may defer the filing respect of the registration statement for a 60-day period if such deferral is deemed by such directors Company’s Class A Common Stock (or, in the event that Holders were prevented from including any Shares requested to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities included in a public offering under the 1933 ActPiggyback Registration pursuant to Section 5(a), no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until within 90 days after the effective date of such prior registration unless VPI in respect of the Company’s Class A Common Stock). If permitted under the Securities Act, such Demand Registration Statement shall be one that is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofautomatically effective upon filing.

Demand Registration Rights. At any time after commencing on the date two years after ---------------------------- nine (9) months following the Prior Closing Date, the holders of a majority Holders owning no less than 50.1% of the shares aggregate principal amount of VPI Stock issued the Notes then outstanding shall have the one-time right, by written notice signed by such 50.1% of Holders, provided to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing Company (the "Demand DEMAND NOTICE"), to demand ------------- the Company to register for resale all Registrable Securities under and in accordance with the provisions of the Securities Act by filing with the Commission a Registration Request") that VPI file a registration statement under the 1933 Act Statement covering the registration resale of up to all of the shares of VPI Stock issued to Registrable Securities (the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand RegistrationDEMAND REGISTRATION STATEMENT"). Within ten Such Demand ----------------------------- Registration Statement shall be (10i) filed by the Company with the Commission no later than forty-five (45) days after receipt by the Company of the receipt Demand Notice (the "DEMAND FILING DATE"), and (ii) declared -------------------- effective by the Commission no later than ninety (90) days after the Demand Filing Date (the "DEMAND EFFECTIVENESS DATE"). The Demand Registration --------------------------- Statement required hereunder shall be on Form S-1 or Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form SB-2, in which case the Demand Registration Statement shall be on another appropriate form). The Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as ANNEX A (which may be modified to respond to comments, ------- if any, received by the Commission). The Company shall keep the Demand Registration Statement continuously effective under the Securities Act until the earlier of (i) the date when all Registrable Securities have been sold pursuant to the Demand Registration Statement, and (ii) two (2) years from the effective date of the Demand Registration RequestStatement if the Holders can sell all of their shares, VPI shall give written notice of such request to all other Founding Stockholders and shallwithout limitation, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offeringRule 144(k) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Securities Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At (a) Subject to the provisions hereof: (i) each Oakland Capital Holder; or (ii) each Holder (or Holders in the aggregate) that hold(s) Registrable Shares with an aggregate market value of at least $100 million (based on the closing price of the Common Stock on the NYSE on the date of delivery to Oakland of the notice required by this sentence); at any time from and after the date two years after hereof, may request registration for resale under the Closing Date, the holders Securities Act of a majority all or part of the Registrable Shares (a “Demand Registration”) by giving written notice thereof to Oakland (which request will specify the number of shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled Registrable Shares to be sold offered by such Holder, whether the intended manner of sale will include or involve an underwritten offering and whether such Resale Registration Statement will be a “shelf” Resale Registration Statement under Rule 144(k) (or any similar or successor provision) 415 promulgated under the 1933 Act may request in writing Securities Act). Subject to Sections 2(c) and 2(e) below and the penultimate sentence of this Section 2(a), Oakland will use commercially reasonable efforts (the "Demand Registration Request"i) that VPI to file a registration statement Resale Registration Statement (which will be a “shelf” Resale Registration Statement under Rule 415 promulgated under the 1933 Securities Act covering the registration of up if requested pursuant to all of the shares of VPI Stock issued such Holder’s request pursuant to the STOCKHOLDERS pursuant first sentence of this Section 2(a)) registering for resale such number of Registrable Shares as requested to this Agreement be so registered within 30 days in the case of a registration on Form S-3 (and 60 days in the Other Agreements then held case of a registration on Form S-11 or such other appropriate form) after such Holder’s request therefor and (ii) to cause such Resale Registration Statement to be declared effective by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, SEC as soon as reasonably practicable but in no event later than 45 days after thereafter. Notwithstanding the Demand Registration Requestforegoing, file and use its best efforts Oakland will not be required to cause to become effective effect a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.2(a):

Demand Registration Rights. At any time and from time to time on or after (A) the Effective Date, the shares of Common Stock (including the shares of Common Stock issued or issuable upon the exercise of any Warrants, or upon the conversion of any Assurance Escrow Shares), the Private Units (including the underlying shares of Common Stock and the shares of Common Stock issued or issuable upon the exercise of any Warrants), the Units included in the Unit Purchase Option (and underlying shares of Common Stock, including the shares of Common Stock issued or issuable upon the exercise of any Warrants), if any, and Loan Securities; (B) the lapse of the Lock-up Period of the Lock-up Shares; or (C) three months prior to the earlier of (i) the initial Release Date with respect to all other Registrable Securities, (ii) with respect to the Investor, the date two years after on which the Closing restrictions on transfer will lapse under the Investor Lock-up Agreement entered into in connection with the Merger Agreement with respect to all of the Registrable Securities held by the Investor, but prior to the five-year anniversary of Effective Date, the holders of (y) a majority majority-in-interest of the Registrable Securities held by the Investor, on the one hand, or (z) a majority-in-interest of the Lock-up Shares held by Company affiliates, on the other hand, as the case may be, and/or their respective transferees, may make a written demand, on no more than two occasions in any twelve month period, for registration under the Securities Act on Form S-1 (except if the Company is then eligible to register the Registrable Securities on Form S-3, then such registration shall be on Form S-3) of all or part of their Registrable Securities, as the case may be (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled Registrable Securities proposed to be sold under Rule 144(kand the intended method(s) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to distribution thereof. The Company will notify all holders of Registrable Securities of the shares demand, within five (5) days after the receipt by the Company of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days , and each holder of the receipt Registrable Securities who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration Request(each such holder including shares of Registrable Securities in such registration, VPI a “Demanding Holder”) shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 so notify the Company within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. Upon receipt of a Demand Registration Request(a) the Company agrees to file a Registration Statement with the Commission with respect to such Demand Registration not later than thirty (30) days after the receipt by the Company of such Demand Registration (the “Filing Deadline”) or (b) if a Registration Statement with respect to the Registerable Securities has been previously declared effective, file and the Company shall use its best commercially reasonable efforts to cause keep such Registration Statement continuously effective under the Securities Act until such time as there are no Registrable Securities outstanding. The Company agrees to become pay the Investor a cash penalty of $25,000 per day (x) for each day beyond the Filing Deadline for which it has failed to file such Registration Statement with the Commission or (y) if a Registration Statement with respect to the Registerable Securities has previously been declared effective, for each day that such Registration Statement is not continuously effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2under the Securities Act, until such time as there are no Registerable Securities outstanding. VPI The Company shall not be obligated to effect only more than an aggregate of two (2) Demand Registrations per calendar year under this Section 2.1.1 in respect of all Registrable Securities. Notwithstanding the foregoing, the Underwriter and its related persons may not have more than one Demand Registration for all Founding Stockholders. Notwithstanding at the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofCompany’s expense.

Demand Registration Rights. At 2.1.1 Commencing on the earlier of (i) July 18, 2017 or (ii) 180 days after the effective date of an initial public offering of Common Stock (an “IPO”), the Initiating Holders may request the Company to file a registration statement under the Securities Act for a public offering of Registrable Securities (a “Demand Registration”). Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. The Company shall use its best efforts to register under the Securities Act the Registrable Securities of all holders who so request and cause any time such Demand Registration to become effective not later than 75 days after the date it receives a request under this Section 2.1.1; provided, however, that the Company shall not be obligated to effect (i) more than two years Demand Registrations and (ii) any Demand Registration in which the aggregate offering price (based on the then current public market price) is expected to be less than $10,000,000. The Company’s obligation to undertake a Demand Registration shall be deemed satisfied only when either (x) a registration statement covering all Registrable Securities requested to be registered as aforesaid shall have become effective and remained effective for the lesser of (i) the period during which all Registrable Securities in the Demand Registration are sold and (ii) 180 days, or (y) if such registration statement shall be withdrawn prior to the consummation of the offering at the request of the holders of Registrable Securities (other than as a result of a material adverse change in the Company’s business or operations); provided, however, that such registration shall not constitute a Demand Registration if (i) after such Demand Registration has become effective such registration or the Closing Daterelated offer, sale or distribution of Registrable Securities thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Initiating Holders or the other holders of Registrable Securities who have requested registration pursuant to this Section 2.1.1 (each, an “Other Demand Holder”) and such interference is not thereafter eliminated, (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Demand Registration are not satisfied or waived, other than by reason of a failure by the Initiating Holders or (iii) the request for a Demand Registration is withdrawn at the request of the holders of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested Registrable Securities to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding and at the foregoing paragraph, following the Demand Registration Request time of such withdrawal such holders have learned of a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be material adverse change in the best interests Company’s condition, business, prospects or operations from that known to such holders at the time of VPI. If immediately prior to their request and have withdrawn the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of request with reasonable promptness following disclosure by the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date Company of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofmaterial adverse change.

Demand Registration Rights. At The Company covenants and agrees with Parkxx xxx any time after the date two years after the Closing Date, the subsequent holders of the Warrants and/or Warrant Shares that within sixty (60) days after receipt of a majority written request from holders of 60% in interest of the shares of VPI Stock Warrants and/or Warrant Shares issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration RequestInitiating Holders") that VPI ), the Company shall file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause such registration statement to become effective a registration statement covering all shares requested under the Act) with respect to be registered the offering and sale or other disposition of any number of Warrants and/or Warrant Shares (including any securities received by the Warrant Holders pursuant to this Section 17.212 hereof) (all such securities, the "Registrable Securities"). VPI The Company shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding continuously maintain the foregoing paragraph, following the Demand Registration Request a majority effectiveness of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests lesser of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 (i) 180 days after the effective date of the registration statement or (ii) the consummation of the distribution by the holders of the Registrable Securities covered by such registration unless VPI statement (the "Termination Date"); provided, however, that if at the Termination Date, the Offered Securities are covered by a registration statement which also covers other securities and which is no longer proceeding diligently required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to the Registrable Securities for so long as such registration statement (or any subsequent registration statement) remains or is required to remain in which case the delay contemplated by this sentence would effect for any of such other securities. The Company shall not be applicablerequired to comply with more than two requests for registration pursuant to this Section 16(a); provided . The Company shall not be required to comply with a request for registration pursuant to this Section 16(a) made after December 31, 2000, provided, however, that VPI if a request is properly and timely made on or prior to December 31, 2000 pursuant to this Section 16(a), the Company shall provide be required to comply with such request even though the Founding Stockholders registration statement does not or cannot become effective until after December 31, 2000 or the effectiveness of such registration statement is otherwise required under this Section 16(a) to be maintained beyond December 31, 2000. All expenses of such registration shall be borne by the Company, except that underwriting commissions and expenses attributable to the Registrable Securities will be borne by such Warrant Holders requesting that such securities be offered. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 16(a). The right of any other holder to participate registration pursuant to this Section 16(a) shall be conditioned upon such holder's participation in such public offering pursuant to, underwriting and subject to, Section 17.1 hereof.the inclusion of such holder's Registrable Securities in the underwriting (unless otherwise mutually

Demand Registration Rights. At 4.1. In addition to, and not in lieu of, the Piggyback Registration Rights set forth under Section 3, at any time after during the date two years after the Closing DateRegistration Period, the holders of a majority of the shares of VPI Stock issued any Holder may deliver to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) Company a written request (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the a "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to Company register any or all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held Registrable Securities owned by such Founding Stockholders Demanding Holders (a "Demand Registration"). Within ten as hereinafter defined) (10) days provided that the aggregate offering price of the receipt of all such Registrable Securities actually included in the Demand Registration Requestequals $5 million or more) and any other Holders that may elect to be included pursuant to Section 4.2 hereof under the Securities Act and the state securities or blue sky laws of any jurisdiction designated by such Selling Holders (subject to Section 9), VPI shall give written notice subject to the provisions of this Section 4. The requisite Holders making such request demand are sometimes referred to all other Founding Stockholders and herein as the "Demanding Holders." The Company shall, as soon as practicable but in no event later than 45 days after following the Demand Registration Request, prepare and file a Registration Statement (on the then appropriate form or, if more than one form is available, on the appropriate form selected by the Company) with the SEC under the Securities Act, covering such number of the Registrable Securities as the Selling Holders request to be included in such Registration Statement and to take all necessary steps to have such Registrable Securities qualified for sale under state securities or blue sky laws. The Company shall use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand file such Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, Statement no later than 30 days following the Demand Registration Request a majority Request. Further, the Company shall use its best efforts to have such Registration Statement declared effective by the SEC (within the meaning of VPI's disinterested directors the Securities Act) as soon as practicable thereafter and shall take all necessary action (i.e.including, directors who have not demanded or elected to sell shares in any such public offering) may defer if required, the filing of any supplements or post- effective amendments to such Registration Statement) to keep such Registration Statement effective to permit the registration statement lawful sale of such Registrable Securities included thereunder for a 60-day the period if such deferral is deemed by such directors to be set forth in the best interests of VPI. If immediately prior Section 6 hereof, subject, however, to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities further terms and conditions set forth in a public offering under the 1933 ActSections 4.3, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to4.4, 4.5, 4.6, and subject to, Section 17.1 4.7 hereof.

Demand Registration Rights. At The Company covenants and agrees with the Underwriter and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) that, upon written request of the then Holder(s) of at least a majority of the aggregate of the Registrable Securities which were originally issued on the date hereof to the Underwriter or its designees, made at any time after within the date two period commencing one year and ending five years after the Closing Effective Date, the Company will file as promptly as practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the Amendment, Registration Statement or Offering Statement to enable information set forth in Amendment, Registration Statement or Offering Statement to enable any Holders of the Underwriter Warrants to either sell such Underwriter Warrants or to exercise such Underwriter Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. The Holders may sell the Registrable Securities pursuant to the Amendment, Registration Statement or the Offering Statement without exercising the Underwriter Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the shares of VPI Stock issued Registrable Securities to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not be included in such registration shall be entitled to be sold under Rule 144(kselect the underwriter or managing underwriter (in the case of a syndicated offering) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At The Company covenants and agrees with the Representatives and any other or subsequent Warrant Holder(s) or registered holder(s) of Shares or registered holder(s) of other securities for which the Representatives' Warrants become exercisable (collectively, the "Warrant Holders" and each a "Warrant Holder") that, upon written request (a "Registration Request") of the then Warrant Holder(s) of at least a majority of the securities issued and issuable pursuant to the Representatives' Warrants, including Shares or other securities for which the Representatives' Warrants become exercisable, if issued, made at any time within the period commencing on the first anniversary of the Effective Date and ending at the Close of Business on the date immediately preceding the fifth anniversary of the Effective Date, the Company will file as soon as reasonably practicable and, in any event, within 45 days after receipt of such written request, at its sole expense, no more than once, a registration statement or a Regulation A offering statement (as requested by the Warrant Holders and if permitted under the Securities Act) registering or qualifying the Shares or other securities for which the Representatives' Warrants become exercisable for sale. Within 15 days after receiving any such notice, the Company shall give notice to the other Warrant Holders advising that the Company is proceeding with such registration statement or Regulation A offering statement and offering to include therein the Shares or other securities for which the Representatives' Warrants become exercisable of such Warrant Holders. The Company shall not be obligated to any such other Warrant Holder unless such other Warrant Holder shall accept such offer by notice in writing to the Company within 10 days after receipt of such notice from the Company. The Company will use its reasonable best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such registration statement or Regulation A offering statement (if permitted under the Securities Act) as promptly as practicable and (A) if the Company is eligible to register the Shares on a registration statement on Form S-3 (and the Company shall use its reasonable best efforts to cause the Company to be so eligible), until the earlier of (i) the Shares or other securities issued and issuable pursuant to the Representatives' Warrants and covered by such registration statement have been sold under such registration statement or under a registration statement described in Section 12(b), or (ii) such time after the date two years second anniversary of the issuance of such Shares or other securities as such Shares or other securities may be sold without registration under the Act, or (B) if the Company is not eligible to register such Shares or other securities on a registration statement on Form S-3, for a period of one year after effectiveness, to reflect in the Closing Dateregistration statement or Regulation A offering statement (if permitted under the Securities Act) financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually or in the aggregate, represent a fundamental or material change in the information set forth in the registration statement or Regulation A offering statement. If any registration pursuant to this paragraph (a) is an underwritten offering, the holders Company will select an underwriter (or managing underwriter if such offering should be syndicated) approved by the Warrant Holders of a majority of the shares of VPI Stock issued to Representatives' Warrants or Shares or other securities for which the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled Representatives' Warrants become exercisable to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request included in writing (the "Demand Registration Request") that VPI file a such registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI which approval shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to not be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholdersunreasonably withheld. Notwithstanding the foregoing paragraphforegoing, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) Company may defer postpone the filing of the such registration statement or offering statement for a 60-day reasonable period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days time after receipt of the Demand original written Registration Request (not exceeding 90 days) if, in the good faith opinion of the Company's Board of directors, effecting the registration would adversely affect a material or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company. Further, the Company may include in such registration statement covering other securities of the same class as the Shares for sale for its own account or for the account of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofother person.

Demand Registration Rights. At The Company covenants and agrees with the Placement Agent and any other or subsequent Holders of the Registrable Securities (as defined in paragraph (f) of this Section 10) that, subject to the availability of audited financial statements which would comply with Regulation S-X under the Securities Act, upon written request of the then Holder(s) of at least a majority of the Warrants or the Registrable Securities, or both, which were originally issued to the Placement Agent or its designees, made at any time after within the date two period commencing on the Settlement Date and ending five years after the Closing Date, the holders of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI Company will file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon promptly as practicable but in no event later than 45 days after the Demand Registration Requestand, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file event, within 60 days after receipt of such written request, at its expense (other than the Demand Registration Request fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to a registration statement, or a new registration statement covering the sale of any of its securities in or a public offering Regulation A Offering Statement (an "Offering Statement") under the 1933 Securities Act, no registration registering or qualifying the Registrable Securities for sale. Within fifteen (15) days after receiving any such notice, the Company shall give notice to the other Holders of the Founding Stockholders' VPI Stock Registrable Securities advising that the Company is proceeding with such Amendment, registration statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within ten (10) days thereafter. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, registration statement or Offering Statement as promptly as practicable and for a period of nine months thereafter to reflect in the Amendment, registration statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Securities Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, registration statement or Offering Statement to enable any Holders of the Warrants to either sell such Warrants or to exercise such Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said nine-month period. The Holders may sell the Registrable Securities pursuant to the Amendment, registration statement or the Offering Statement without exercising the Warrants. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the Registrable Securities to be included in such registration shall be initiated under this Section 17.2 until 90 days after entitled to select the effective date underwriter or managing underwriter (in the case of a syndicated offering) of such registration unless VPI is no longer proceeding diligently offering, subject to effect such registration (in the Company's approval which case the delay contemplated by this sentence would shall not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofunreasonably withheld.

Demand Registration Rights. At (a) Subject to the provisions hereof, each Holder at any time from and after the date two years after applicable Lock-Up Expiration, may request registration for resale under the Closing DateSecurities Act of all or part, the holders of a majority but not less than 50%, of the then-outstanding Registrable Shares (a “Demand Registration”) of such Holder by giving written notice thereof to REIT I, which request will specify the number of shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled Registrable Shares to be sold offered by such Holder, whether the intended manner of sale will include or involve an underwritten offering and whether such Resale Registration Statement will be a “shelf” Resale Registration Statement under Rule 144(k) (or any similar or successor provision) 415 promulgated under the 1933 Act Securities Act. Notwithstanding the foregoing, each Holder may provide notice of its intent to request in writing (the "a Demand Registration Request"up to 60 days prior to the Lock-Up Expiration, provided, however, that no such registration shall become effective until after the Lock-Up Expiration. Subject to Sections 2(b) that VPI and 2(d) below and the last sentence of this Section 2(a), REIT I will use commercially reasonable efforts (i) to file a registration statement Resale Registration Statement (which will be a “shelf” Resale Registration Statement under Rule 415 promulgated under the 1933 Securities Act covering the registration of up to all of the shares of VPI Stock issued if requested pursuant to the STOCKHOLDERS Holder’s request pursuant to the first sentence of this Agreement Section 2(a)) registering for resale such number of Registrable Shares as requested to be so registered within 30 days after such Holder’s request therefor in the case of a registration on Form S-3 (and 60 days in the Other Agreements then held case of a registration on Form S-11 or such other appropriate form), and (ii) to cause such Resale Registration Statement to be declared effective by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, SEC as soon as reasonably practicable but in no event later than 45 days after thereafter. Notwithstanding the Demand Registration Requestforegoing and, file and use its best efforts subject to cause Section 2(b), REIT I will not be required to become effective effect a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated 2(a) (i) with respect to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors securities that are not Registrable Shares; or (i.e., directors who have not demanded or elected to sell shares in any such public offeringii) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 180 days after the effective date of a prior Resale Registration Statement, and REIT I will not be required to effect more than two Demand Registrations in the aggregate. If permitted under the Securities Act, such Resale Registration Statement will be one that is automatically effective upon filing. Notwithstanding anything to the contrary contained in this Section 2(a), if at the time REIT I receives a request for a Demand Registration, REIT I has an effective shelf registration statement, REIT I may include all or part of the Registrable Shares covered by such request in such registration unless VPI is no longer proceeding diligently statement, including by virtue of including the Registrable Shares in a prospectus supplement to effect such shelf registration statement and filing such prospectus supplement pursuant to Rule 424(b)(7) under the Securities Act (in which case the delay contemplated by event, REIT I shall be deemed to have satisfied its registration obligation under this sentence would not Section 2(a) with respect to such Demand Registration request and such shelf registration statement shall be applicabledeemed to be a Resale Registration Statement for purposes of this Agreement); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At any time after (a) Commencing on July 12, 1999, if the date two years after the Closing Date, the holders of Company shall receive a majority of the shares of VPI Stock issued to the Founding Stockholders written request (specifying that it is being made pursuant to this Agreement and Section 1.5) from the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(kHolders of at least forty percent (40%) (or any similar or successor provision) promulgated under of the 1933 Act may request in writing (Registrable Securities that the "Demand Registration Request") that VPI Company file a registration statement or similar document under the 1933 Securities Act covering the registration of up to all of Registrable Securities the shares of VPI Stock issued expected aggregate offering price to the STOCKHOLDERS pursuant to this Agreement and public of which is at least $7,500,000, then the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI Company shall give written notice promptly notify all other Holders of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and shall use its best efforts to cause to become effective a registration statement covering all shares requested Registrable Securities that such Holders have requested, within fifteen (15) days after receipt of such written notice, to be registered in accordance with this Section 1.5 to be registered under the Securities Act. The Holders making the written request pursuant to this Section 17.21.5 shall be referred to hereinafter as the "INITIATING HOLDERS". VPI Notwithstanding the foregoing, (i) the Company shall not be obligated to effect a registration pursuant to this Section 1.5 during the period starting with the date one hundred twenty (120) days prior to the Company's estimated date of filing of, and ending on a date one hundred eighty (180) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith; and (ii) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed six (6) months; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors not more than two (i.e., directors who have not demanded or elected 2) registrations pursuant to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after 1.5 for which holders of Registrable Securities are the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofInitiating Holders.

Demand Registration Rights. (a) At any time after the date two years after twelfth monthly anniversary of the Closing Date, the holders (“Combining Partner Company Stockholders”) of a majority of the shares of VPI Founder Stock issued (a) representing Registerable Securities owned by Partner Company Stockholder or his permitted transferees pursuant to the Founding Stockholders first sentence of Article XIV and (b) acquired by other stockholders of Founder on or prior to the closing of the IPO in connection with the acquisition of their companies by Founder pursuant to an agreement similar to this Agreement and the Other Agreements Agreement, which shares have not been previously registered or sold and which shares are not entitled to be sold under Rule 144(k) 144 (or any similar or successor provision) promulgated under the 1933 Act without regard to manner of sale or volume limitations may request in writing (the "Demand Registration Request") that VPI Founder file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Founder Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by the Combining Partner Company Stockholders or such Founding Stockholders permitted transferees (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such Founder Stock) (a "“Majority Demand Registration"”). Within ten (10) days of the receipt of the Demand Registration Requestsuch request, VPI Founder shall give written notice of such request to all other Founding Combining Partner Company Stockholders having such registration rights and shall, as soon as practicable but in no event later than 45 days after notice from the Demand Registration RequestCombining Partner Company Stockholders requesting such registration, file and use its best efforts to cause to become effective a registration statement covering all such shares requested and thereafter use commercially reasonable efforts to be registered pursuant cause such registration statement to this Section 17.2become effective. VPI Founder shall be obligated to effect only one Majority Demand Registration for all Founding StockholdersCombining Partner Company Stockholders and will use commercially reasonable efforts to keep such Majority Demand Registration current and effective for 90 days (or such shorter period as is required to complete the distribution and sale of all shares registered thereunder). Notwithstanding anything to the foregoing paragraphcontrary in this Section 16.2(a), following the Demand Registration Request such a demand, a majority of VPI's the disinterested directors of Founder (i.e., i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 6030-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereoftheir sole discretion.

Demand Registration Rights. At any time after the date two years after the Closing Date, The Issuer covenants and agrees with the holders of Warrants and Warrant Shares that, subject to the availability of audited financial statements which would comply with Regulation S-X under the Securities Act, upon written request of the then Holder(s) of at least a majority of the shares of VPI Stock issued to Warrants Shares (including Warrant Shares underlying Warrants not yet exercised), made at any time within the Founding Stockholders pursuant to this Agreement period commencing on the Vesting Date and ending one year after the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under Expiration Date, the 1933 Act may request in writing (the "Demand Registration Request") that VPI Issuer will file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon promptly as practicable but in no event later than 45 days after the Demand Registration Requestand, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file event, within 60 days after receipt of such written request, at its expense (other than the Demand Registration Request fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to a registration statement, or a new registration statement covering the sale of any of its securities in a public offering under the 1933 Securities Act, no registration registering or qualifying the Warrant Shares for sale. Within fifteen (15) days after receiving any such notice, the Issuer shall give notice to the other Holders of the Founding Stockholders' VPI Stock Warrants or Warrant Shares, if any, advising that the Issuer is proceeding with such Amendment or registration statement and offering to include therein the Warrant Shares of such Holders. The Issuer shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Issuer within ten (10) days thereafter. The Issuer will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment or registration statement as promptly as practicable and for a period of one year thereafter to reflect in the Amendment or registration statement financial statements which are prepared in accordance with Section l0(a)(3) of the Securities Act and any fact or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment or registration statement to enable any Holders of the Warrants to exercise such Warrants and sell Warrant Shares, or to enable any holders of Warrant Shares to sell such Warrant Shares, during said one year period. If any registration pursuant to this paragraph 8(a) is an underwritten offering, the Holders of a majority of the Warrant Shares to be included in such registration shall be initiated under this Section 17.2 until 90 days after entitled to select the effective date underwriter or managing underwriter (in the case of a syndicated offering) of such registration unless VPI is no longer proceeding diligently offering, subject to effect such registration (in the Issuer's approval which case the delay contemplated by this sentence would shall not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofunreasonably withheld.

Demand Registration Rights. At The Company covenants and agrees with the Representative and any other or subsequent Warrant Holder(s) or registered holder(s) of Shares or registered holder(s) of other securities for which the Warrants become exercisable (for purposes of this Section 12, collectively, the "Warrant Holders" and each a "Warrant Holder") that, upon written request (a "Registration Request") of the then Warrant Holder(s) of at least a majority of the securities issued and issuable pursuant to the Warrants, made at any time within the period commencing on the first anniversary of the Effective Date and ending at the Close of Business on the Expiration Date (which, as set forth in Section 4 hereof is the day immediately preceding the fifth anniversary of the Effective Date), the Company will file with all deliberate speed and, in any event, within 45 days after receipt of such Registration Request, at its sole expense, no more than once, and at the date Warrant Holders' expense, no more than once, a registration statement or a Regulation A offering statement (as requested by the Warrant Holders and if permitted under the Securities Act) registering or qualifying the Shares or other securities for which the Warrants become exercisable for sale. Within 15 days after receiving any such notice, the Company shall give notice to the other Warrant Holders advising that the Company is proceeding with such registration statement or Regulation A offering statement and offering to include therein the Shares or other securities for which the Warrants become exercisable of such Warrant Holders. The Company shall not be obligated to any such other Warrant Holder unless such other Warrant Holder shall accept such offer by notice in writing to the Company within 10 days after receipt of such notice from the Company. No other securities of the Company shall be entitled to participate in such registration or qualification. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such registration statement or Regulation A offering statement (if permitted under the Securities Act) as promptly as practicable and for a period of two years after thereafter to reflect in the Closing Dateregistration statement or Regulation A offering statement (if permitted under the Securities Act) financial statements which are prepared in accordance with Section 10(a)(3) of the Securities Act and any facts or events arising that, individually or in the aggregate, represent a fundamental or material change in the information set forth in the registration statement or Regulation A offering statement to enable any Warrant Holder to exercise Warrants and to sell Shares or other securities for which the Warrants become exercisable, during such two-year period. If any registration pursuant to this paragraph (a) is an underwritten offering, the holders Company will select an underwriter (or managing underwriter if such offering should be syndicated) approved by the Warrant Holders of a majority of the shares of VPI Stock issued to Warrants or Shares or other securities for which the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled Warrants become exercisable to be sold under Rule 144(k) (or any similar or successor provision) promulgated under included in such registration; provided however, that if the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration Company selects an underwriter of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by national stature, such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to approval will not be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholdersunreasonably withheld. Notwithstanding the foregoing paragraphforegoing, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) Company may defer postpone the filing of the such registration statement or offering statement for a 60-day reasonable period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days time after receipt of the Demand original written Registration Request a registration statement covering (not exceeding 90 days) if, in the sale of any of its securities in a public offering under the 1933 Act, no registration good faith opinion of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after Company's Board of Directors, effecting the effective date registration would adversely affect a material or other comparable transaction or would require the Company to make public disclosure of such registration unless VPI is no longer proceeding diligently to information the public disclosure of which would have a material adverse effect such registration (in which case upon the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofCompany.

Demand Registration Rights. At (a) Subject to Sections 1.2(d) and 1.3 hereof, at any time after the date two years that is 365 days after the closing date of the Company’s initial public offering (the “IPO Closing Date”) (or, in the case of a Large Holder (as defined below), at any time after the date that is 180 days after the IPO Closing Date), each Holder may deliver to the Company a written notice (a “Demand Registration Notice”) informing the Company of such Holder’s desire to have some or all of its Registrable Securities registered for resale and specifying the number of Registrable Securities to be registered by the Company (a “Demand Registration”). Upon receipt of a Demand Registration Notice from a Holder requesting registration of the lesser of (i) one million (1,000,000) Registrable Securities or (ii) all of such Holder’s Registrable Securities, if the Company has not already caused such Registrable Securities to be included as part of an existing shelf registration statement and related prospectus that the Company then has on file with, and which has been declared effective by, the holders of a majority Commission and which remains in effect and not subject to any stop order, injunction or other order or requirement of the shares of VPI Stock issued Commission (in which event the Company shall be deemed to have satisfied its registration obligation under this Section 1.2 with respect to such Registrable Securities), then the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled Company shall cause to be sold under Rule 144(k) (or any similar or successor provision) promulgated under filed with the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of Commission as soon as reasonably practicable after receiving the Demand Registration RequestNotice, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later more than 45 sixty (60) days after following receipt of such notice, a new registration statement and related prospectus (any such registration statement used to satisfy the Company’s obligations under this Section 1.2, the “Demand Registration Statement”) that complies as to form in all material respects with applicable Commission rules providing for the sale by such Holder or group of Holders of such Registrable Securities. The Company agrees (subject to Section 1.3 hereof) to use commercially reasonable efforts to cause the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested Statement to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding declared effective by the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofCommission as soon as practicable.

Demand Registration Rights. At any time after the date two years after the Closing Date(a) Each Principal Shareholder which, the holders of a majority in each case along with its Affiliates, holds at least 7.5% of the shares of VPI Stock issued and outstanding Shares (on a non-diluted basis) may, upon written notice to the Founding Stockholders pursuant Company, ask the Company to this Agreement make a Public Offering in Canada (in those provinces and the Other Agreements territories in which have not been previously registered or sold and which are not entitled to be sold under Rule 144(kit is already a reporting issuer) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "“Demand Registration Request"Right”) that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements for Eligible Securities then held by such Founding Stockholders the Principal Shareholder and its Affiliates (a "Demand Registration"the “Requesting Shareholder”). Within ten All requests submitted under this section 3.2 shall specify the total number or amount of Eligible Securities to be included in the Public Offering as well as the terms for making the said Public Offering and the underwriter(s) who will conduct it (10) the “Demand Registration Notice”). The Company shall, subject to applicable Canadian Securities Legislation, make reasonable commercial efforts so that the Eligible Securities for which a Requesting Shareholder exercises its Demand Registration Right are qualified for distribution according to the terms set forth in the Demand Registration Notice as soon as practicable, but in any event, within 45 days of the following receipt of the Demand Registration RequestNotice (other than by way of a Bought Deal) by the Company (a “Demand Registration”), VPI and the procedures set forth in Schedule A shall give written notice of such request apply. Notwithstanding the foregoing, (i) the Company will, subject to all other Founding Stockholders and shallapplicable Canadian Securities Legislation, satisfy any Demand Registration at any time that a Base Shelf Prospectus is effective by filing a Prospectus supplement as soon as practicable practicable, but in no any event later than 45 within 30 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant toNotice, and subject to(ii) in the event the Demand Registration is to be made pursuant to a Bought Deal in accordance with this Agreement, Section 17.1 hereofthe Company shall attend to such preparations and filings as soon as is practicable in the circumstances taking into account the speed and urgency under which Bought Deals are conducted.

Demand Registration Rights. At (a) Subject to the provisions hereof, each Holder, from time to time at any time from and after each Issuance Date for the date two years after applicable Registrable Shares, may request registration for resale under the Closing Date, the holders Securities Act of a majority all or part of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held Registrable Shares owned by such Founding Stockholders Holder on such Issuance Date by giving written notice thereof (a "Demand RegistrationNotice") to the REIT (which Demand Notice shall specify the number of shares of Registrable Shares to be offered by such Holder, the intended methods of distribution, including whether such methods will include or involve an underwritten offering, and whether such Demand Registration Statement will be a "shelf" registration statement under Rule 415). Within ten Subject to Section 2(c) and 2(e) below, the REIT shall use reasonable best efforts (10i) to file a Demand Registration Statement (which shall be a "shelf" registration statement under Rule 415 if requested pursuant to such Holder's request pursuant to the first sentence of this Section 2(a)) registering for resale such number of Registrable Shares as requested to be so registered within 30 days in the case of a registration on Form S-3 (and 45 days in the case of a registration on Form S-11 or such other appropriate form) after the REIT's receipt of the a Demand Notice, and (ii) to cause such Demand Registration Request, VPI shall give written notice of such request Statement to all other Founding Stockholders and shall, be declared effective by the Commission as soon as reasonably practicable but in no event later than 45 days after thereafter. Notwithstanding the Demand Registration Requestforegoing, the REIT shall not be required to file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors 2(a) (i.e., directors who have not demanded or elected to sell shares in any such public offeringi) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 (x) 180 days after the effective date of initial listing of the Registrable Shares on a national securities exchange, or (y) the expiration of any other lock-up period imposed with respect to the Registrable Shares under Section 4.05 of the Contribution Agreement; and (ii) with respect to securities that are not Registrable Shares. If permitted under the Securities Act, such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not Demand Registration Statement shall be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofautomatically effective upon filing.

Demand Registration Rights. At any time after If RSI shall receive a written request from the date two years after the Closing Date, the holders of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") Sellers that VPI RSI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements Securities Act, then held by such Founding Stockholders RSI shall, within ninety (a "Demand Registration"). Within ten (1090) days of the receipt thereof, file a registration statement under the Securities Act for the RSI Shares that the Sellers requested to be registered, PROVIDED, HOWEVER, that if RSI completes an underwritten offering of its securities and in connection therewith agrees with the underwriter(s) not to file a registration statement with respect to the sale of its securities for a certain period subsequent to the offering (the "Lock-Up Period"), RSI's obligation to file a registration statement hereunder shall be deferred until the expiration of the Demand Registration RequestLock-Up Period, VPI which Period shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after exceed six (6) months. All expenses incurred by RSI in complying with the Demand Registration Requestrequest of the Sellers, file including, without limitation, all registration and use its best efforts filing fees, printing expenses, fees and disbursements of counsel for RSI, shall be borne by RSI. All underwriting discounts and selling commissions applicable to cause the sale of the RSI Shares shall be borne by the Sellers pro rata on the basis of the number of RSI Shares registered. All fees and disbursements of counsel for the Sellers, not to become effective a exceed $20,000 in the aggregate, shall be borne by RSI. Sellers shall have the right to two (2) requests for registration statement covering all shares requested to be registered pursuant to this Section 17.24.1. VPI A holder of RSI Shares pursuant to this Agreement shall be obligated entitled to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement rights granted hereunder so long as at the time the request for a 60-day period if registration is made, such deferral request is deemed made by such directors the holders pursuant to be this Agreement of not less than 210,000 RSI Shares in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofaggregate.

Demand Registration Rights. At any time after the date two years after of consummation of the Closing DateIPO, the holders ("Founding Stockholders") of a majority of the shares of VPI Parent Stock issued (i) representing Registerable Securities owned by Stockholder or his permitted transferees or (ii) acquired by other stockholders of Parent on or prior to the Founding Stockholders closing of the IPO in connection with the acquisition of their companies by Parent pursuant to an agreement, similar to this Agreement and the Other Agreements Agreement, which shares have not been previously registered or sold and which shares are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act Act, may request in writing (the "Demand Registration Request") that VPI Parent file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Parent Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by the Founding Stockholder or his permitted transferees (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such Founding Stockholders Parent Stock) (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Requestsuch request, VPI Parent shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after notice from the Demand Registration RequestFounding Stockholders requesting such registration, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2such shares. VPI Parent shall be obligated to effect only one Demand Registration for all Founding Stockholders; provided, however, that Parent shall not be deemed to have satisfied its obligation under this Section 19.2 unless and until a Demand Registration covering all shares of Parent Stock requested to be registered has been filed and becomes effective under the 1933 Act and has remained current and effective for not less than 90 days (or such shorter period as is required to complete the distribution and sale of all shares registered thereunder). Notwithstanding the foregoing paragraph, following the Demand Registration Request such a demand a majority of VPI's the disinterested directors of Parent (i.e., i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-30 day period if such deferral is deemed by such directors to be in the best interests of VPIperiod. If immediately prior to at the time of any request for a Demand Registration Request VPI Parent has fixed formulated plans to file within 60 days after receipt of the Demand Registration Request such request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Parent Stock shall be initiated under this Section 17.2 19.2 until 90 days after the effective date of such registration statement unless VPI Parent is no longer proceeding diligently to effect secure the effectiveness of such registration (in which case the delay contemplated by this sentence would not be applicable)statement; provided that VPI Parent shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof19.1.

Demand Registration Rights. (a) At any time after prior to the date two years after the Closing Expiration Date, Requisite Holders may by written notice to the holders Company request that the Company register all or a portion of a majority the Registrable Shares held by such Holders under the Securities Act and register or qualify under applicable securities laws, including in connection with an initial public offering of the New Common Stock, and, subject to the provisions of this Agreement, the Company shall use its reasonable best efforts to effect such demand registration promptly; PROVIDED, HOWEVER, that the Company shall have no obligation under this Section 2(a) if the sale of the shares of VPI Stock issued by the Holders is then covered under any other Registration Statement (including, pursuant to Section 3 hereof) that includes such shares on a continuing basis. Each notice to the Founding Stockholders pursuant to this Agreement Company shall set forth (i) the names of the Requisite Holders requesting registration ("REQUESTING HOLDERS") and the Other Agreements which have not been previously registered or sold and which are not entitled number of shares to be sold under Rule 144(kby each and (ii) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration proposed manner of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration")sale. Within ten (10) days after receipt of notice from the Requisite Holders, the Company shall notify any Holder who is not a party to the written notice served on the Company and offer to them the opportunity to include their shares in such registration. Each such Holder shall have 20 days following delivery of such notice to elect, by notice to the Company, to have such Holder's Registrable Shares included in such registration. The Company shall have no obligation to effect any Demand Registration under this Section 2 unless the number of Registrable Shares in such Demand Registration shall be equal to at least 250,000 shares or, if lesser, the remaining Registrable Shares (including shares subject to the A&M Options) but not less than 125,000 shares, each of such numbers to be subject to adjustment to reflect any antidilutive adjustments made to the Registrable Shares (the "ANTI-DILUTIVE ADJUSTMENTS"). The maximum number of such demands under this Section 2 shall be two (2); PROVIDED, HOWEVER, that no such demand may be made after the Expiration Date. A Registration Statement will not count as a Demand Registration hereunder unless it is declared effective by the Commission and remains effective for at least ninety (90) days or such shorter period which shall terminate when all of the receipt Registrable Shares covered by such Demand Registration have been sold pursuant to such Demand Registration; PROVIDED, HOWEVER, that in the event a Registration Statement is withdrawn at the request of the Demand Registration RequestRequesting Holders (other than a withdrawal pursuant to Section 2(c) of this Agreement), VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after Requesting Holders will forfeit the Demand Registration Request, file and use its best efforts to cause to become effective a demand registration statement covering all shares requested to be registered rights granted pursuant to this Section 17.22. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares These rights are in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant addition to, and subject toshall not limit, the registration rights of the Holders of Registrable Shares granted pursuant to Section 17.1 hereof3 hereunder.

Demand Registration Rights. At any time after the date two years one year -------------------------- after the Closing Date, the holders of a majority of the Founding Stockholders holding shares of VPI HDS Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which shares have (i) not been previously registered or sold and sold, (ii) which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under and (iii) which have an aggregate market value in excess of $5 million (based on the 1933 Act average closing price on the five days prior to the date of such request) may request in writing (the "Demand Registration Request") that VPI HDS file a registration statement under the 1933 Act covering the registration of up to all of the such shares of VPI HDS Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"); provided that the aggregate value of HDS Stock proposed to be sold under such registration statement is not less than $5 million (based on the closing market price of the HDS Stock within five (5) business days of the date of such request). Within ten (10) days of the receipt of the Demand Registration Requestsuch request, VPI HDS shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Requestpracticable, file and use its best efforts to cause to become effective a registration statement covering all shares such shares. HDS will use its best efforts to keep such Demand Registration current and effective for one hundred twenty (120) days (or such shorter period during which holders shall have sold all HDS Stock which they requested to be registered pursuant to this Section 17.2registered). VPI HDS shall be obligated to effect only one two (2) Demand Registration Registrations for all Founding Stockholders, and the second request may not be made until at least one (1) year after the effective date of the registration statement for the first Demand Registration. Notwithstanding the foregoing paragraph, following the Demand Registration Request such a demand a majority of VPIthe COMPANY's disinterested directors (i.e., directors who have not ---- demanded or elected to sell shares in any such public offering) may defer postpone the filing of the registration statement for a 60-thirty (30) day period if such deferral is deemed by such directors to be in beyond the best interests of VPIperiod provided above. If immediately prior to at the time of any request by the Founding Stockholders for a Demand Registration Request VPI HDS has fixed plans to file within 60 sixty (60) days after receipt of the Demand Registration Request such request a registration statement covering the sale of any of its securities in a public offering under the 1933 Actsecurities, no registration of the Founding Stockholders' VPI HDS Stock shall be initiated under this Section 17.2 until 90 ninety (90) days after the effective date of such registration unless VPI HDS is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable)registration; provided -------- that VPI HDS shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At any The Buyer shall provide to all holders of Registrable Securities a one time after resale registration right to register up to thirty-five percent of the date two years after Registrable Securities held by each, if the Stockholder Representative makes such demand and if: (A) (i) by the third anniversary of the Closing Date the Buyer has not undertaken one or more offerings that permitted each such holder to sell up to thirty-five percent of the Registrable Securities issued to such holder, and (ii) the market price of the Registrable Security is greater than or equal to the market price of such security on the Closing Date, or (B) by the holders of a majority fifth anniversary of the shares Closing Date the Buyer has not undertaken on or more offerings that permitted each such holder to sell up to thirty-five percent of VPI Stock the Registrable Securities issued to such holder. Assuming that the Founding Stockholders pursuant to conditions enumerated in the first sentence of this Agreement and Section 12.9 have been met, upon the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(kwritten demand (a “Demand Notice”) (or of any similar or successor provision) promulgated under the 1933 Act may request in writing Holder of Registrable Securities (the "Demand Registration Request") that VPI file a registration statement under “Initiating Holder”), the 1933 Act covering the registration of Company shall register, on one occasion only, up to all 35% of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then Registrable Securities held by such Founding Stockholders (Holder and up to 35% of the Registrable Securities held by any other Holders who request that their Registrable Securities be included in such registration in accordance with the terms set forth below ( a "“Demand Registration"”). Within The Company covenants and agrees to give written notice of its receipt of any Demand Notice by any Holder to all other registered Holders of Registrable Securities within ten (10) days after the date of the receipt of any such Demand Notice. Each such Holder desiring to include in such registration statement up to 35% of the Demand Registration Request, VPI shall give written notice of Registrable Securities then held by such request to all other Founding Stockholders and Holder shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors within five (i.e., directors who have not demanded or elected to sell shares in any such public offering5) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 calendar days after receipt of the Demand Registration Request above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. On such occasion, the Company will file a registration statement with the SEC covering the sale of such Registrable Securities within sixty (60) days after receipt of a Demand Notice and use its reasonable best efforts to have the registration statement declared effective promptly thereafter, subject to compliance with review by the SEC. Notwithstanding the foregoing, if the board of directors of the Company, in its good faith judgment, determines that any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated Registrable Securities under this Section 17.2 12.9 should not be made or continued because it would materially interfere with any material or potentially material financing, acquisition, corporate reorganization or merger or other transaction involving the Company, including negotiations related thereto, or require the Company to disclose any material nonpublic information which would reasonably be likely to be detrimental to the Company or otherwise make it undesirable for the Company to complete a Demand Registration at that time (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until 90 such Valid Business Reason no longer exists, but in no event for more than one hundred twenty (120) days after the effective date when the Demand Registration was requested or, if later, after the occurrence of the Valid Business Reason and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such registration unless VPI is no longer proceeding diligently to effect such registration Registration Statement, (in which case case, if the delay contemplated by this sentence would not be applicableValid Business Reason no longer exists or if more than one 120-day period has passed since such postponement, the initiating holders may request a new Demand Registration or request the prompt amendment or supplement of such Registration Statement); provided that VPI . The Company shall provide the Founding Stockholders the right give written notice to all Holders of Registrable Securities who have elected to participate in the demand registration of its determination to postpone filing, amending or supplementing a Registration Statement and of the fact that the Valid Business Reason for such public offering pursuant topostponement no longer exists, in each case, promptly after the occurrence thereof (which notice shall notify each Holder only of the occurrence of such an event or the fact that it no longer exists and subject to, Section 17.1 hereofshall provide no additional information regarding such event to the extent such information would constitute material nonpublic information).

Demand Registration Rights. At If, at any time after during the date two years after period ending on the Closing Datesecond anniversary of the last day on which any Warrants are exercised (which will not occur later than May 28, 2005), Eligible Holders who in aggregate own (or upon exercise of all the holders of Warrants then outstanding would own) a majority of the total number of shares of VPI Registrable Stock issued (including shares which would be Registrable Stock upon exercise of all the Warrants then outstanding) ("Majority Holders"), deliver to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated Company a written request that it register under the 1933 Securities Act may request in writing (the "Demand Registration Request") that VPI sale of at least 200,000 shares of Registrable Stock, the Company will, as promptly as practicable, prepare and file with the Commission a registration statement under sufficient to permit the 1933 Act covering the registration of up to all public offering and sale of the shares of VPI Registrable Stock issued to specified in the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Requestrequest, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and will use its best efforts to cause that registration statement to become effective as promptly as practicable and will take any actions which are necessary to qualify sales of that Registrable Stock by the Eligible Holders under applicable state securities laws; provided, however, that (i) the Company will not be required to file more than two registration statements under this Section 3, (ii) the Company will not be required to file a registration statement covering with regard to Registrable Stock which, in the reasonable opinion of counsel to the Company, may all shares requested be sold to the public without registration under the Securities Act and after such a sale will not be registered pursuant restricted securities (as that term is used in Rule 144 under the Securities Act) and will not otherwise be subject to this Section 17.2. VPI shall restrictions on resales, and (iii) the Company will not be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under accordance with this Section 17.2 until 90 days 3 within six months after the effective date of such a previous registration unless VPI statement filed in accordance with Section 3 or this Section 3. The Company will pay all the costs relating to the first registration statement filed in accordance with this Section 3 (including amendments necessary to cause the registration statement to become effective), other than fees and disbursements of counsel for the Eligible Holders and any underwriting discounts or commissions in respect of the Underwriters' Securities sold by Eligible Holders. The reasonable costs of any other registration statement filed in accordance with this 3 will be paid by the Eligible Holders. Within 20 days after the Company receives a request under this Section 3 to file a registration statement, the Company will notify all the Eligible Holders who had not joined in the request that the Company is no longer proceeding diligently with the requested registration and will offer to effect such include all or any portion of those other Eligible Holders' Registrable Stock in the registration (in which case statement if requested to do so within 20 days after the delay contemplated by this sentence would not be applicable); provided that VPI shall provide notice to the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofother Eligible Holders.

Demand Registration Rights. At any time after the date two years after the Closing Funding and Consummation Date and prior to the date three years after the Funding and Consummation Date, the holders of a majority of the shares of VPI TCI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI TCI file a registration statement under the 1933 Act covering the registration of up to any or all of the shares of VPI TCI Stock issued to the STOCKHOLDERS Stockholders pursuant to this Agreement and the Other Agreements (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Requestsuch request, VPI TCI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Requestnotice from any Stockholder, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2such shares. VPI TCI shall be obligated to effect only one Demand Registration for all Founding StockholdersStockholders and will keep the registration statement relating to such Demand Registration current and effective for not less than 120 days (or such shorter period as is required to sell all of the shares registered thereby). Notwithstanding the foregoing paragraph, following the Demand Registration Request any such a demand, a majority of VPITCI's disinterested directors (i.e., i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for up to a 60-30 day period after the date on which TCI would otherwise be required to make such filing pursuant to the foregoing paragraph if such deferral directors determine in good faith that the filing of such a registration statement or the making of any required disclosure in connection therewith would have an adverse effect on TCI or interfere with a transaction in which TCI is deemed by such directors to be in the best interests of VPIthen engaged or is then pursuing. If immediately prior to at the time of any request by the Founding Stockholders for a Demand Registration Request VPI TCI has fixed plans to file within 60 days after receipt of the Demand Registration Request such request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI TCI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI TCI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable)registration; provided that VPI TCI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof. In the event that the Founding Stockholders make a demand registration request pursuant to this Section 17.2 and such registration is delayed by TCI as a consequence of the exercise of its rights under this Section 17.2, then the period during which such demand registration may be requested by the Founding Stockholders shall be extended for an equal number of days.

Demand Registration Rights. (a) At any time after the date two years after twelfth monthly anniversary of the Closing Date, the holders (“Combining Partner Company Stockholders”) of a majority of the shares of VPI Founder Stock issued (a) representing Registerable Securities owned by Partner Company Stockholders or their permitted transferees pursuant to the Founding Stockholders first sentence of Article XIV and (b) acquired by other stockholders of Founder on or prior to the closing of the IPO in connection with the acquisition of their companies by Founder pursuant to an agreement similar to this Agreement and the Other Agreements Agreement, which shares have not been previously registered or sold and which shares are not entitled to be sold under Rule 144(k) 144 (or any similar or successor provision) promulgated under the 1933 Act without regard to manner of sale or volume limitations may request in writing (the "Demand Registration Request") that VPI Founder file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Founder Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by the Combining Partner Company Stockholders or such Founding Stockholders permitted transferees (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such Founder Stock) (a "“Majority Demand Registration"”). Within ten (10) days of the receipt of the Demand Registration Requestsuch request, VPI Founder shall give written notice of such request to all other Founding Combining Partner Company Stockholders having such registration rights and shall, as soon as practicable but in no event later than 45 days after notice from the Demand Registration RequestCombining Partner Company Stockholders requesting such registration, file and use its best efforts to cause to become effective a registration statement covering all such shares requested and thereafter use commercially reasonable efforts to be registered pursuant cause such registration statement to this Section 17.2become effective. VPI Founder shall be obligated to effect only one Majority Demand Registration for all Founding StockholdersCombining Partner Company Stockholders and will use commercially reasonable efforts to keep such Majority Demand Registration current and effective for 90 days (or such shorter period as is required to complete the distribution and sale of all shares registered thereunder). Notwithstanding anything to the foregoing paragraphcontrary in this Section 16.2(a), following the Demand Registration Request such a demand, a majority of VPI's the disinterested directors of Founder (i.e., i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 6030-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereoftheir sole discretion.

Demand Registration Rights. At The Company covenants and agrees with the Underwriter and each other Holder of the Underwriter's Warrants and/or the Warrant Shares (collectively, the "Registrable Securities") that, subject to the availability of audited financial statements which comply with Regulation S-X under the Securities Act of 1933 (the "Act") and upon written request (the "Notice") of the then Holder(s) of at least fifty percent (50%) of the Registrable Securities, made at any time after within the date two period commencing one year and ending four years after the Closing Dateeffective date of the Registration Statement, the Company will, up to two (2) times, cause the Registrable Securities to be the subject of a post-effective amendment to the present Registration Statement or a new registration statement (collectively, a "Filing") under the Act, so as to enable the Underwriter and its assigns to offer publicly the Registrable Securities. The Company shall maintain the effectiveness of such Filing for at least 120 days and shall qualify or register the Registrable Securities included therein for sale in up to ten states. All costs incurred in connection with the preparation of any Filings hereunder shall be paid by the Company; PROVIDED that fees of counsel for the Underwriter shall be paid by the Underwriter; PROVIDED FURTHER, that the expenses of any second such registration statement or post-effective amendment (and matters attended thereto), shall be borne by the Underwriter or the holders requiring the same. Within thirty days after receiving a Notice, the Company shall give notice to the other Holders of the Registrable Securities advising that the Company is proceeding with such Filing, and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within twenty (20) days thereafter. The Holders of the Registrable Securities whose Warrants or Shares are included in such offering shall cooperate with the Company in preparing such Filing. No other securities of the Company shall be entitled to participate in such Filing. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Filing as promptly as practicable and for a period of nine months thereafter to reflect in such Filing financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in such Filing to enable any Holders to sell the Registrable Securities during said nine month period. The Holder(s) may sell the Underwriter's Warrants pursuant to such Filing without exercising the Underwriter's Warrants. If any Filing pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled Registrable Securities to be sold under Rule 144(k) included in such Filing will select an underwriter (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period managing underwriter if such deferral is deemed by such directors to offering should be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicablesyndicated); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At (i) If the Company receives at any time after the date two earlier of (A) four (4) years after the Closing Date, date of this Agreement or (B) six (6) months after the holders effective date of a majority of Public Offering, a written request from the shares of VPI Stock issued to BR Member that the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI Company file a registration statement under the 1933 Securities Act covering the registration of up to all at least ten percent (10%) of the shares then outstanding Equity Securities of VPI Stock 53 the Company (a “Demand Registration”), then the Company shall use its commercially reasonable efforts to effect as expeditiously as possible the registration under the Securities Act of (y) all Units or any Equity Securities of another entity issued to in exchange for the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then Units in anticipation of a Public Offering (“Registrable Securities”) held by the BR Member which are requested to be registered in the initial written demand and (z) any additional Registrable Securities requested to be registered by any Members who elect to include Registrable Securities in such Founding Stockholders (Demand Registration in a "Demand Registration"). Within written notice or notices given within ten (10) days of the receipt of date the Demand Registration RequestNotice (as defined below) is given by the Company (together with the Registrable Securities described in clause (y), VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable the “Included Securities”). Promptly (but in no event later than 45 days five (5) Business Days) after the receipt by the Company of any written demand pursuant to clause (y) of the immediately preceding sentence, the Company will give written notice of such demand to all holders of Registrable Securities (the “Demand Registration Request, file Notice”). The Company shall effect the registration under the Securities Act of the Included Securities as expeditiously as possible and use its best commercially reasonable efforts to cause have such registration become and remain effective. The Company shall have the right to become effective select the underwriters for a Demand Registration that is to be an underwritten offering, subject to the reasonable approval of the BR Member. (ii) Notwithstanding Section 9.10(c)(i), the Company shall not be required to effect more than two Demand Registrations from the BR Member; provided, that the BR Member shall be entitled to unlimited additional Demand Registrations if such additional Demand Registrations would be eligible for registration on Form S-3; provided, further, that the Company shall not be required to effect more than two such Demand Registrations on Form S-3 in any twelve (12) month period. (iii) Any registration initiated pursuant to Section 9.10(c)(i) shall not count as a Demand Registration (A) unless and until a registration statement covering with respect to all shares Registrable Securities to be sold in connection therewith shall have become effective and remained effective for a period of 120 days, or, if a shorter time until all of the Included Securities shall have been sold, (B) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the Securities and Exchange Commission or any other governmental authority for any reason not attributable to the holders of Included Securities, such that no sales are possible thereunder for a period of ten consecutive days or more, (C) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of the holders of Included Securities or (D) if, due to the provisions of Section 9.10(c)(iv) the demanding holder is prohibited from registering 30% or more of its Registrable Securities requested to be registered pursuant to this Section 17.2in the initial written demand. VPI shall be obligated to effect only one (iv) If a Demand Registration for all Founding Stockholders. Notwithstanding is an underwritten offering and the foregoing paragraph, following managing underwriters advise the Company in writing that in their good faith judgment the number of securities to be included in a Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer exceeds the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to number that can be sold in the best interests offering in light of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering marketing factors or because the sale of any of its securities in a public offering under greater number would adversely affect the 1933 Act, no registration price of the Founding Stockholders' VPI Stock Registrable Securities to be sold in such Demand Registration, then the total number of securities the underwriters advise can be included in such Demand Registration shall be initiated under this Section 17.2 until 90 days after allocated (A) first, to the effective date holders of such registration unless VPI the Included Securities, pro rata; (B) second, to the Company, as the case may be, for any securities that the Company proposes to issue and sell for its own account; and (C) third, to other persons that the Company is no longer proceeding diligently obligated to effect such registration register pursuant to other contractual arrangements, pro rata. (in which case the delay contemplated by this sentence would not be applicabled); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At any time after the period ending on the second anniversary of the date two years after of this Agreement (the Closing Date"Restricted Period") and before December 31, 2003, the holders of a majority at least 51% of the shares of VPI Stock issued to Registrable Common outstanding at the Founding Stockholders pursuant to date of this Agreement and (including the Other Agreements which have not been previously registered or sold and which are not entitled shares issuable upon exercise of the Warrants) (such number of outstanding shares to be sold under Rule 144(kappropriately adjusted from time to time in the case of subdivisions and combinations which increase or decrease the number of outstanding shares of Common Stock) (or any similar or successor provision) promulgated under the 1933 Act may request (the Stockholders making such request are herein referred to as the "Requesting Holders") in writing (the "Demand Registration Request") that VPI TMI file a registration statement under the 1933 Securities Act covering the registration of up to all all, or, if less than all, of the at least one million, shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements Registrable Common then held by such Founding Stockholders or then issuable upon the exercise of then outstanding Warrants held by such Stockholder (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Requestsuch request, VPI TMI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and shall use its best efforts to effect as soon as practicable the registration under the Securities Act in accordance with Section 4 hereof (including without limitation, the execution of an undertaking to file post-effective amendments) of all shares of Registrable Common which the Stockholders request be registered within 30 days after the mailing of such notice, PROVIDED, HOWEVER, that (i) TMI shall not be obligated to cause to become effective a registration statement covering all shares requested respecting a Demand Registration to (a) be registered pursuant initially filed sooner than ten days prior to this Section 17.2. VPI the beginning of an Annual Demand Period, or (b) initially become effective under the Securities Act as of any time that is not within an Annual Demand Period, (ii) TMI shall not be obligated to effect a Demand Registration if it is not eligible to use Form S-3 under the Securities Act, and (iii) TMI shall be obligated to effect only one Demand Registration pursuant to this Section 3. In connection with a Demand Registration, the holders of a majority of shares of Registrable Common included in such Demand Registration, in their sole discretion, shall determine whether (a) to proceed with, withdraw from or terminate such offering, (b) to select, subject to the approval of TMI (which approval shall not be unreasonably withheld), a managing underwriter or underwriters to administer such offering, (c) to enter into an underwriting agreement for all Founding Stockholderssuch offering, and (d) to take such actions as may be necessary to close the sale of Registrable Common contemplated by such offering, including waiving any conditions to closing such sale that may not have been fulfilled. If such holders exercise their discretion under this paragraph to terminate a proposed Demand Registration, the terminated Demand Registration shall not constitute the Demand Registration under this Section 3, if the determination to terminate such Demand Registration (i) follows the exercise by TMI of any of its rights provided by the last two paragraphs of this Section 3 or (ii) results from a material adverse change in the condition (financial or other), results of operations, prospects or properties of the Company. Notwithstanding the foregoing paragraphforegoing, following a registration will not count as the Demand Registration Request under this Section 3 until such registration has become effective and unless either (i) the Requesting Holders are able to register and sell all of the shares of Registrable Common requested by them to be included in such registration or (ii) such registration statement has remained effective for at least 90 days. Notwithstanding the preceding paragraph, if TMI shall furnish to the Requesting Holders a majority certificate signed by the President of VPITMI stating that, in the good faith judgment of the Board of Directors of TMI, it would have a material adverse effect on TMI's disinterested directors (i.e., directors who have not demanded plans to issue debt or elected equity securities or consummate a transaction if such registration statement were to sell shares in any such public offering) may be filed and it is therefore beneficial to defer the filing of such registration statement, TMI shall have the registration statement right to defer such filing for a 60-day period if such deferral is deemed by such directors to be in of not more than 90 days after receipt of the best interests request of VPIthe Requesting Holders. If immediately prior TMI shall promptly give notice to the holders of Registrable Common at the end of any delay period under this paragraph. Notwithstanding the preceding two paragraphs, if at the time of any request by the Requesting Holders for a Demand Registration Request VPI Registration, TMI has fixed plans to file within 60 90 days after receipt of the Demand Registration Request a registration statement covering such request for the sale of any of its securities in a public offering under the 1933 ActSecurities Act (other than an Exempt Offering), no registration of the Founding Stockholders' VPI Stock Demand Registration shall be initiated under this Section 17.2 3 until 90 days after the effective date of such registration unless VPI TMI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable)registration; provided PROVIDED that VPI TMI shall provide the Founding Stockholders holders of Registrable Common the right to participate in such public offering pursuant to, and subject to, to Section 17.1 hereof2.

Demand Registration Rights. At any time after the date two years after the Closing Datebefore May 31, 2002, the holders of a majority at least 33% of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act Registrable Common then outstanding may request (the Stockholders making such request are herein referred to as the "Requesting Holders") in writing (the "Demand Registration Request") that VPI Apple file a registration statement under the 1933 Securities Act covering the registration of up to all or a part of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements Registrable Common then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Requestsuch request, VPI Apple shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and shall use its best efforts to effect as soon as practicable the registration under the Securities Act in accordance with SECTION 4 hereof (including without limitation, the execution of an undertaking to file post-effective amendments) of all shares of Registrable Common which the Stockholders request be registered within 30 days after the mailing of such notice; PROVIDED, HOWEVER, that (i) Apple shall not be obligated to cause to become effective a registration statement covering all shares requested respecting a Demand Registration to be registered pursuant filed until the date that is one month before the expiration of any lock-up period set forth in an underwriting agreement to this Section 17.2. VPI which Apple is a party, and (ii) Apple shall be obligated to effect only one Demand Registration pursuant to this SECTION 3. In connection with a Demand Registration, the holders of a majority of shares of Registrable Common included in such Demand Registration, in their sole discretion, shall determine whether (a) to proceed with, withdraw from or terminate such offering, (b) to select, subject to the approval of Apple (which approval shall not be unreasonably withheld), a managing underwriter or underwriters to administer such offering, (c) to enter into an underwriting agreement for all Founding Stockholderssuch offering and (d) to take such actions as may be necessary to close the sale of Registrable Common contemplated by such offering, including, without limitation, waiving any conditions to closing such sale that may not have been fulfilled. Notwithstanding In the foregoing paragraphevent such holders exercise their discretion under this paragraph to terminate a proposed Demand Registration, following the terminated Demand Registration shall not constitute the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after SECTION 3, if the effective date of determination to terminate such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.Demand Registration

Demand Registration Rights. At any time after the date two years after the Closing Date, The Issuer covenants and agrees with the holders of Warrants and Warrant Shares that, subject to the availability of audited financial statements which would comply with Regulation S-X under the Securities Act, upon written request of the then Holder(s) of at least a majority of the shares of VPI Stock issued to Warrants Shares (including Warrant Shares underlying Warrants not yet exercised), made at any time within the Founding Stockholders pursuant to this Agreement period commencing on the Vesting Date and ending one year after the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under Expiration Date, the 1933 Act may request in writing (the "Demand Registration Request") that VPI Issuer will file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon promptly as practicable but in no event later than 45 days after the Demand Registration Requestand, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file event, within 60 days after receipt of such written request, at its expense (other than the Demand Registration Request fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to a registration statement, or a new registration statement covering the sale of any of its securities in a public offering under the 1933 Securities Act, no registration registering or qualifying the Warrant Shares for sale. Within fifteen (15) days after receiving any which notice, the Issuer shall give notice to the other Holders of the Founding Stockholders' VPI Stock Warrants or Warrant Shares, if any, advising that the Issuer is proceeding with such Amendment or registration statement and offering to include therein the Warrant Shares of such Holders. The Issuer shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Issuer within ten (10) days thereafter. The Issuer will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment or registration statement as promptly as practicable and for a period of one year thereafter to reflect in the Amendment or registration statement financial statements which are prepared in accordance with Section l0(a)(3) of the Securities Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment or registration statement to enable any Holders of the Warrants to exercise such Warrants and sell Warrant Shares, or to enable any holders of Warrant Shares to sell such Warrant Shares, during said one year period. If any registration pursuant to this paragraph 8(a) is an underwritten offering, the Holders of a majority of the Warrant Shares to be included in such registration shall be initiated under this Section 17.2 until 90 days after entitled to select the effective date underwriter or managing underwriter (in the case of a syndicated offering) of such registration unless VPI is no longer proceeding diligently offering, subject to effect such registration (in the Issuer's approval which case the delay contemplated by this sentence would shall not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofunreasonably withheld.

Demand Registration Rights. At Commencing on the one-year anniversary of the date hereof and at any time after thereafter, if at any time the date two years after Company shall receive from one or more Holders a written request that the Closing Date, the holders of Company register not less than a majority of all of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(kRegistrable Securities (as defined below) (or any similar or successor provision) promulgated identified in such request under the 1933 Act may request in writing Act, the Company agrees that on one (1) such occasion only it shall prepare and file promptly with the "Demand Registration Request") that VPI file Securities and Commission a registration statement under the 1933 Act covering the registration of up an amount equal to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then Registrable Securities held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request requesting Holders and agrees to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause such registration statement to become effective as expeditiously as possible. Upon the receipt of such request, the Company agrees to give promptly written notice to all Holders of Registrable Securities that such registration is to be effected. The Company agrees to include in such registration statement those shares of Registrable Securities from the Holders of which it has received written requests for registration within the thirty (30) day period after such Holders' receipt of written notice from the Company. "Registrable Securities" means the Warrant Shares (as such shares may have been adjusted from time to time pursuant to the anti- dilution provisions of this Warrant), except that any such Warrant Shares shall cease to be Registrable Securities when they have been sold, transferred or otherwise disposed of or exchanged pursuant to a registration statement covering all shares requested under the Act. The Company shall not be required to be registered effect a registration pursuant to this Section 17.210.A. if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 10.A, a certificate signed by the Chief Operating Officer of the Company stating that in the good faith of the Board of Directors of the Company that the Company (1) has reached a "probable" state on an acquisition with respect to which the Company reasonably believes it is required by the Act to include in a registration statement information and financial statements concerning such application or (2) has completed such an acquisition but has not yet filed the financial statements required by Item 7 of Form 8-K under the Securities Exchange Act of 1934 (the "Exchange Act"), as amended, then the Company shall have the right to defer such filing until 30 days after the financial statements required by Item 7 of the Exchange Act are filed with the SEC with respect to either such acquisition. VPI If the Company shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer postpone the filing of any registration statement, Holders holding in the aggregate 50% or more of the number of Registrable Securities requested to be included in such registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders have the right to participate withdraw their requests for such registration by giving notice to the Company within 15 days of the notice of postponement. Such withdrawal request shall be deemed to apply to all Holders who had requested to have such Registrable Securities included in such public offering registration statement. In the event that any Holders withdraw their request in the foregoing manner, such request shall not be counted for purposes of determining the number of registrations to which the Holders are entitled pursuant toto this Section 10.A. Notwithstanding anything herein to the contrary, and subject to, Section 17.1 hereofunder no circumstances shall the Company be permitted to defer a filing pursuant to this paragraph more than once during any twelve (12) month period.

Demand Registration Rights. At any time after the date two years one year -------------------------- after the Closing Date, the holders of a majority of the Founding Stockholders holding shares of VPI HDS Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which shares have (i) not been previously registered or sold and sold, (ii) which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under and (iii) which have an aggregate market value in excess of $5 million (based on the 1933 Act average closing price on the five days prior to the date of such request) may request in writing (the "Demand Registration Request") that VPI HDS file a registration statement under the 1933 Act covering the registration of up to all of the such shares of VPI HDS Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"); provided that the aggregate value of HDS Stock proposed to be sold under such registration statement is not less than $5 million (based on the closing market price of the HDS Stock within five (5) business days of the date of such request), and provided further that HDS shall have the right to reduce the ---------------- number of shares included in such registration to the extent that inclusion of such shares could, in the opinion of tax counsel to HDS or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a reorganization described in Section 368(a)(1)(A) of the Code. Within ten (10) days of the receipt of the Demand Registration Requestsuch request, VPI HDS shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Requestpracticable, file and use its best efforts to cause to become effective a registration statement covering all shares such shares. HDS will use its best efforts to keep such Demand Registration current and effective for one hundred twenty (120) days (or such shorter period during which holders shall have sold all HDS Stock which they requested to be registered pursuant to this Section 17.2registered). VPI HDS shall be obligated to effect only one two (2) Demand Registration Registrations for all Founding Stockholders, and the second request may not be made until at least one (1) year after the effective date of the registration statement for the first Demand Registration. Notwithstanding the foregoing paragraph, following the Demand Registration Request such a demand a majority of VPIthe COMPANY's disinterested directors (i.e.i.e, directors who have not --- demanded or elected to sell shares in any such public offering) may defer postpone the filing of the registration statement for a 60-thirty (30) day period if such deferral is deemed by such directors to be in beyond the best interests of VPIperiod provided above. If immediately prior to at the time of any request by the Founding Stockholders for a Demand Registration Request VPI HDS has fixed plans to file within 60 sixty (60) days after receipt of the Demand Registration Request such request a registration statement covering the sale of any of its securities in a public offering under the 1933 Actsecurities, no registration of the Founding Stockholders' VPI HDS Stock shall be initiated under this Section 17.2 until 90 ninety (90) days after the effective date of such registration unless VPI HDS is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable)registration; provided that VPI HDS shall provide the Founding -------- Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At 4.1. In addition to, and not in lieu of, the Piggyback Registration Rights set forth under Section 3, at any time after the date two years after Effective Time (as defined in the Closing DateMerger Agreement) and during the Registration Period, the holders of a majority of the shares of VPI Stock issued any Holder may deliver to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) Company a written request (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "a “Demand Registration Request"”) that VPI file a registration statement under the 1933 Act covering the registration of up to Company register any or all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held Registrable Securities owned by such Founding Stockholders Demanding Holders (a "Demand Registration"). Within ten as hereinafter defined) (10) days provided that the aggregate offering price of the receipt of all such Registrable Securities actually included in the Demand Registration Requestequals $10.0 million or more), VPI shall give written notice and any other Holders that may elect to be included pursuant to Section 4.2, under the Securities Act and the state securities or blue sky laws of any jurisdiction designated by such request Selling Holders (subject to all other Founding Stockholders and Section 9), subject to the provisions of this Section 4. The requisite Holders making such demand are sometimes referred to herein as the “Demanding Holders.” The Company shall, as soon as practicable but in no event later than 45 days after following the Demand Registration Request, prepare and file a Registration Statement (on the then appropriate form or, if more than one form is available, on the appropriate form selected by the Company) with the SEC under the Securities Act, covering such number of the Registrable Securities as the Selling Holders request to be included in such Registration Statement and to take all necessary steps to have such Registrable Securities qualified for sale under state securities or blue sky laws. The Company shall use its commercially reasonable best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand file such Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, Statement no later than 90 days following the Demand Registration Request a majority Request. Further, the Company shall use its commercially reasonable efforts to have such Registration Statement declared effective (within the meaning of VPI's disinterested directors the Securities Act) by the SEC as soon as practicable thereafter and shall take all necessary action (i.e.including, directors who have not demanded or elected to sell shares in any such public offering) may defer if required, the filing of any supplements or post-effective amendments to such Registration Statement) to keep such Registration Statement effective to permit the registration statement lawful sale of such Registrable Securities included thereunder for a 60-day the period if such deferral is deemed by such directors to be set forth in the best interests of VPI. If immediately prior Section 6, subject, however, to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, further terms and subject to, Section 17.1 conditions hereof.

Demand Registration Rights. At any time after the date two years hereof but -------------------------- excluding the period beginning December 1 and ending March 1 in any year, Purchasers may request, in writing, registration for sale under the Securities Act of 1933, as amended (the "Act"), of all or at least 500,000 shares of the --- Common Stock, par value $0.10 per share, of the Company (the "Shares") then held ------ by Purchasers or issuable to Purchasers upon exercise of the Warrants of even date herewith, issued by the Company to Purchasers pursuant to the Debenture Purchase Agreements. The Company shall thereafter, as expeditiously as practicable, use its reasonable best efforts (i) to prepare and file with the Securities and Exchange Commission (the "SEC") under the Act, a registration --- statement on the appropriate form (using Form S-3 or other "short form," if available and advised by counsel) covering all of the Shares specified in the demand request, within 60 days after the Closing Date, date of such request (45 days in the holders case of a majority Form S-3) and (ii) to cause such registration statement to be declared effective. The Purchasers shall select the underwriter of the shares of VPI Stock issued any offering pursuant to the Founding Stockholders a registration statement filed pursuant to this Agreement and Section 1.1, subject to the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all approval of the shares of VPI Stock issued Company, which approval shall not be unreasonably withheld. Any selected underwriter shall be a well-recognized firm in good standing. The Company shall not be required to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held comply with more than one (1) request by such Founding Stockholders Purchasers for demand registration (a "Demand Registration")) pursuant to this ------------------- Section 1.1. Within ten (10) days of the receipt of the Demand Registration Request, VPI A demand registration shall give written notice of not count as such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective until a registration statement covering all shares requested to be registered becomes effective; provided, that if, after it has become effective, -------- the offering pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed interfered with by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt any stop order, injunction or other order or requirement of the Demand Registration Request a registration statement covering the sale of SEC or any of its securities in a public offering under the 1933 Actother governmental authority, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration be deemed not to have been effected unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI stop order, injunction or other order shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofsubsequently have been vacated or otherwise removed.

Demand Registration Rights. At any time after commencing on the date two years after ---------------------------- nine (9) months following the initial Closing Date, the holders of a majority Holders owning no less than 50.1% of the shares aggregate principal amount of VPI Stock issued the Notes then outstanding shall have the one-time right, by written notice signed by such 50.1% of Holders, provided to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing Company (the "Demand DEMAND NOTICE"), to demand ------------- the Company to register for resale all Registrable Securities under and in accordance with the provisions of the Securities Act by filing with the Commission a Registration Request") that VPI file a registration statement under the 1933 Act Statement covering the registration resale of up to all of the shares of VPI Stock issued to Registrable Securities (the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand RegistrationDEMAND REGISTRATION STATEMENT"). Within ten Such Demand ----------------------------- Registration Statement shall be (10i) filed by the Company with the Commission no later than forty-five (45) days after receipt by the Company of the receipt Demand Notice (the "DEMAND FILING DATE"), and (ii) declared -------------------- effective by the Commission no later than sixty (60) days after the Demand Filing Date (the "DEMAND EFFECTIVENESS DATE"). The Demand Registration --------------------------- Statement required hereunder shall be on Form S-1 or Form SB-2 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-1 or Form SB-2, in which case the Demand Registration Statement shall be on another appropriate form). The Demand Registration Statement required hereunder shall contain the Plan of Distribution, attached hereto as ANNEX A (which may be modified to respond to comments, ------- if any, received by the Commission). The Company shall keep the Demand Registration Statement continuously effective under the Securities Act until the earlier of (i) the date when all Registrable Securities have been sold pursuant to the Demand Registration Statement, and (ii) two (2) years from the effective date of the Demand Registration RequestStatement if the Holders can sell all of their shares, VPI shall give written notice of such request to all other Founding Stockholders and shallwithout limitation, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offeringRule 144(k) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Securities Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At The Company covenants and agrees the Representative and any other or subsequent Warrant Holder(s) or registered holder(s) Shares or registered holder(s) of other securities for which the Warrants become exercisable purposes of this Section 12, collectively, the "Warrant Holders" and each a "Warrant Hold that, upon written request (a "Registration Request") of the then Warrant Holder(s) of at least a majority of the securities issued and issuable pursuant to the Warrants, made at any time after the date two years after period commencing on the Closing first anniversary of the Effective Date and ending at the Cl Business on the Expiration Date (which, as set forth in Section 4 hereof is the day immediately preceding the fifth anniversary of the Effective Date), the holders Company will file with all deliberate speed and, in any event, within 45 days after receipt of such Registration Request, at its so expense, no more than once, and at the Warrant Holders' expense, no more than once, a registration statement or a Regulation A offering statement (as requested by the Warrant and if permitted under the Securities Act) registering or qualifying the Shares or other sec for which the Warrants become exercisable for sale. Within 15 days after receiving any such notice, the Company shall give notice to the other Warrant Holders advising that the Company is proceeding with such registration statement or Regulation A offering statement and offering to include therein the Shares or other securities for which the Warrants become exercisable o Warrant Holders. The Company shall not be obligated to any such other Warrant Holder such other Warrant Holder shall accept such offer by notice in writing to the Company wit days after receipt of such notice from the Company. No other securities of the Company s entitled to participate in such registration or qualification. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such registration statement or Regulation A offering statement (if permitted under the Securities Act) as promptly as practicable and for a period of two year thereafter to reflect in the registration statement or Regulation A offering statement (if permitted under the Securities Act) financial statements which are prepared in accordance with Section (a)(3) of the Securities Act and any facts or events arising that, individually or in the aggregate, represent a fundamental or material change in the information set forth in the registration statement or Regulation A offering statement to enable any Warrant Holder to exercise Warrants and to sell Shares or other securities for which the Warrants become exercisable, during such two-year period. If any registration pursuant to this paragraph (a) underwritten offering, the Company will select an underwriter (or managing underwriter if such offering should be syndicated) approved by the Warrant Holders of a majority of the shares of VPI Stock issued to Warrants or Shares or other securities for which the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled Warrants become exercisable to be sold under Rule 144(k) (or any similar or successor provision) promulgated under included in such registration; provided however, that if the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration Company selects an underwriter of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by national stature, such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to approval will not be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholdersunreasonably withheld. Notwithstanding the foregoing paragraphforegoing, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) Company may defer postpone the filing of the such registration statement or offering statement for a 60-day reasonable period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days time after receipt of the Demand original written Registration Request a registration statement covering (not exceeding 90 days) if, in the sale of any of its securities in a public offering under the 1933 Act, no registration good faith opinion of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after Company's Board of Directors, effecting the effective date registration would adversely affect a material or other comparable transaction or would require the Company to make public disclosure of such registration unless VPI is no longer proceeding diligently to information the public disclosure of which would have a material adverse effect such registration (in which case upon the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofCompany.

Demand Registration Rights. At (a) Subject to the provisions hereof, Holder at any time from and after the date two years after Lock-Up Expiration, may request registration for resale under the Closing Date, the holders Securities Act of a majority all or part of the Registrable Shares (a “Demand Registration”) by giving written notice thereof to GCEAR, which request will specify the number of shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled Registrable Shares to be sold offered by Holder, whether the intended manner of sale will include or involve an underwritten offering and whether such Resale Registration Statement will be a “shelf” Resale Registration Statement under Rule 144(k) (or any similar or successor provision) 415 promulgated under the 1933 Act Securities Act). Notwithstanding the foregoing, Holder may provide notice of its intent to request in writing (the "a Demand Registration Request"up to 60 days prior to the Lock-Up Expiration, provided, however, that no such registration shall become effective until after the Lock-Up Expiration. Subject to Sections 2(c) that VPI and 2(e) below and the last sentence of this Section 2(a), GCEAR will use commercially reasonable efforts (i) to file a registration statement Resale Registration Statement (which will be a “shelf” Resale Registration Statement under Rule 415 promulgated under the 1933 Securities Act covering the registration of up if requested pursuant to all of the shares of VPI Stock issued Holder’s request pursuant to the STOCKHOLDERS pursuant first sentence of this Section 2(a)) registering for resale such number of Registrable Shares as requested to this Agreement be so registered within 30 days in the case of a registration on Form S-3 (and 60 days in the Other Agreements then held case of a registration on Form S-11 or such other appropriate form) after Holder’s request therefor, and (ii) to cause such Resale Registration Statement to be declared effective by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, SEC as soon as reasonably practicable but in no event later than 45 days after thereafter. Notwithstanding the Demand Registration Requestforegoing, file and use its best efforts GCEAR will not be required to cause to become effective effect a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.2(a):

Demand Registration Rights. (i) At any time after the date two years after the Closing Date, the holders of a majority six-month anniversary of the shares of VPI Stock issued to date on which the Founding Stockholders pursuant to this Agreement and Investor purchases the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under Preferred Stock, upon the 1933 Act may request in writing (receipt by the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all Company of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days written request of the receipt of the Demand Registration RequestInvestor, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 60 days after the Demand receipt of such request (but subject to any applicable Blackout Periods), the Company shall prepare and file with the Commission (the “Filing Deadline”) a Registration RequestStatement under the Securities Act on Form S-3 (or such other form as may be available for use by the Company) relating to the offer and sale of the Registrable Securities by the Investor and will promptly take all actions that are necessary or advisable in connection with such registration, file including without limitation, providing written responses to any comments made by the Commission regarding such registration statement and filing any necessary pre-effective amendments and all necessary exhibits thereto, and will use its best commercially reasonable efforts to cause to become effective a registration statement covering all shares requested such Registration Statement to be registered declared effective by the Commission as soon as possible after the initial filing thereof. The Company will, subject to any applicable Blackout Periods, use its commercially reasonable efforts to keep such Registration Statement effective for the period beginning on the date such Registration Statement becomes effective (the “Effectiveness Date”) and terminating on the earlier of (x) two years from the Effectiveness Date and (y) the date upon which all Registrable Securities then held by the Investor either (i) may be resold without restriction of any kind and without need for such Registration Statement to be effective or (ii) have been disposed of pursuant to this Section 17.2transactions contemplated by the Registration Statement. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans The Company’s obligation to file within 60 days after receipt of the Demand a Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated Statement under this Section 17.2 until 90 days after 2(a) shall terminate on the date upon which all Registrable Securities then held by the Investor either (i) may be resold without restriction of any kind and without need for a Registration Statement to be effective date or (ii) have been disposed of such registration unless VPI is no longer proceeding diligently pursuant to effect such registration (in which case the delay transactions contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofRegistration Statement.

Demand Registration Rights. At The Company covenants and agrees with the Purchaser and any subsequent holders of the Note, the Warrants and/or Warrant Shares that, at any time after the date two years after earliest of (i) the Closing Conversion Date, (ii) the holders of a majority of date on which the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) Warrants (or any similar portion thereof) are exercised, or successor provision(iii) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all maturity date of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration RequestNote, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of a written request from the Demand Registration Request Purchaser (the "Initiating Holders"), the Company shall file a registration statement covering (and use its commercially reasonable efforts to cause such registration statement to become effective under the Securities Act) with respect to the offering and sale or other disposition of any number of its securities in a public offering under the 1933 Act, no registration shares of Common Stock issued upon conversion of the Founding Stockholders' VPI Stock shall be initiated Note or Warrant Shares or both (all such securities, the "Demand Securities"); provided that the Company may defer its obligations under this Section 17.2 until 4.1.11(a) for a period of no more than 90 days if the Company's Board of Directors adopts a resolution that filing such a registration statement would require a public disclosure by the Company which disclosure would have material adverse consequences for the Company, such as a disclosure regarding a pending material acquisition by the Company; provided further that once such information has been publicly disclosed, then the Company shall promptly proceed to fulfill its obligations under this Section 4.1.11(a). The Company shall continuously maintain the effectiveness of such registration statement for the lesser of (i) 180 days after the effective date of the registration statement or (ii) the consummation of the distribution by the holders of the Demand Securities covered by such registration unless VPI statement (the "Termination Date"); provided, however, that if at the Termination Date, the Demand Securities are covered by a registration statement which also covers other securities and which is no longer proceeding diligently required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to the Demand Securities for so long as such registration statement (or any subsequent registration statement) remains or is required to remain in which case the delay contemplated by this sentence would effect for any of such other securities. The Company shall not be applicablerequired to comply with more than two requests for registration pursuant to this Section 4.1.11(a); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to. In addition, and subject to, Section 17.1 hereof.the

Demand Registration Rights. At any time after (a) Holder shall have the date two years after right, exercisable prior to the Closing Termination Date, the holders of a majority of the shares of VPI Stock issued to the Founding Stockholders unless extended pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled Section 1.1, on one (1) occasion by written notice to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing Nabors (the "Demand Registration RequestNotice"), to require Nabors to effect a registration under the Securities Act of the Registrable Securities, and Nabors will cause, as expeditiously as practicable, the registration under the Securities Act of all (but not less than all) that VPI of the Registrable Securities. In connection therewith, Nabors shall be obligated to prepare and file a registration statement promptly upon receipt of any such Registration Notice and shall be further obligated to cause such registration statement to be declared effective under the 1933 Securities Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders rules and shall, regulations promulgated thereunder as soon as practicable but in no event later than 45 days after the Demand Registration Requestfiling date thereof; provided that Nabors may defer for a period not longer than 60 days the registration requested pursuant to this Section 1.1 if a majority of Nabors' board of directors in good faith shall resolve that expeditious registration, file and use its best efforts as otherwise required by this Section 1.1, would be materially disadvantageous to cause Nabors. The period during which the rights granted under this Section 1.1 may be exercised by Holder shall be extended by one day beyond the Termination Date for each day that pursuant to become effective this Section 1.1 Nabors postpones effecting a registration, requires Holder to refrain from disposing of Registrable Securities pursuant to the registration statement covering all shares requested or otherwise requires Holder to refrain from disposing of Equity Securities of Nabors. Holder may demand, and Nabors shall be required to effect, only one (1) such registration of Registrable Securities owned by Holder, and such obligation shall be deemed satisfied (i) when one underwritten registration and offering shall have been completed with respect to Registrable Securities which Holder requests be registered pursuant to this Section 17.2. VPI 1.1 (provided, that such obligation shall nonetheless be obligated deemed to effect only have been satisfied if the closing conditions in the underwriting or purchase agreement entered into in connection with such underwritten offering are not satisfied due to some act or omission by Holder) or (ii) when one Demand Registration registration not involving an underwriter shall become effective pursuant to a request of Holder made pursuant to this Section 1.1, provided that a registration not involving an underwriter shall not be deemed to have been effected for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority purposes of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of this Section 1.1 if the registration statement relating to such registration does not remain effective for a 60-day period if of at least 120 days (or such deferral is deemed shorter period ending on the date Holder completes its distribution of Registrable Securities as contemplated by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file registration statement) or if within 60 120 days after receipt such registration becomes effective (or such shorter period referred to above) such registration is interfered with by any stop order, injunction or other order or requirement of the Demand Registration Request a registration statement covering Commission or 2 other governmental agency or court for any reason and all the sale of any of its securities Registrable Securities registered in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would connection therewith were not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofsold.

Demand Registration Rights. At (i) On any time date after the date two years after of the Closing Date, earlier of (A) the holders mailing by any Holder of a majority notice of conversion of Shares for Registrable Securities or (B) the issuance of Registrable Securities, any Holder or Holders possessing in the aggregate a Majority of the shares of VPI Stock issued Registrable Securities shall have the right to the Founding Stockholders request, in writing specifying that such request is made pursuant to this Agreement and Section 2(a), that the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI Company file a registration statement under the 1933 Securities Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then not less than 250,000 Registrable Securities (unless fewer Registrable Securities are held by the Holders, in which case, covering all such Founding Stockholders (a "Demand Registration"Registrable Securities). Such request shall set forth the proposed plan of distribution for the Registrable Securities to be registered. Within ten (10) five days of such request, the receipt of the Demand Registration Request, VPI Company shall give written notice of such request to all other Founding Stockholders Holders of Registrable Securities and shall, as soon as practicable but shall include in no event later than 45 the registration in respect of which notice has been given all Registrable Securities with respect to which the Company has received written requests from Holders for inclusion therein within ten days after the Demand Company's notice regarding such registration has been given as provided in Section 11(a) of this Registration RequestRights Agreement. Within 45 days of such request, or, in the event that Form S-3 under the Securities Act is available to the Company to effect such registration, within 30 days of such request, the Company shall file and use its best efforts to cause to become effective a registration statement covering to register under the Securities Act all shares requested Registrable Securities subject to be registered pursuant to such request; provided, however, that the Company may defer its obligations under this Section 17.2. VPI 2(a) for a period of no more than 30 days (which 30 days shall be obligated in addition to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 6045-day period or 30-day period, as applicable, permitted above) if such deferral is deemed by such directors to the Company obtains written advice from the Company's outside securities counsel (which counsel shall be in the best interests of VPI. If immediately prior a nationally recognized securities law firm or a law firm acceptable to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request Holders) that filing such a registration statement covering would require public disclosure by the sale Company of any of material non-public development; provided, further, that if such written advice is received by the Company, the request for registration may be withdrawn by the Holder who requested such registration (and shall not be treated as a registration hereunder for any purpose); and provided further, that if such request for registration has not been withdrawn, once such information has been publicly disclosed by the Company, the Company shall promptly proceed to fulfill its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated obligations under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable2(a); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At On two (2) separate occasions, if any time after the date two years after the Closing Date, the holders of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k50% Holder (as defined below) (or any similar or successor provision) promulgated under the 1933 Act may shall request in writing from the Company at any time that the Company register under the Act any or all of the Registrable Securities under such circumstances that a public distribution (within the "Demand Registration Request"meaning of the Act) that VPI of any such securities will be involved, then the Company shall promptly, but no later than four weeks after receipt of such request, file a post-effective amendment to the current Registration Statement or a new registration statement pursuant to the Act, so that such designated Registrable Securities may be publicly sold under the Act as promptly as practicable thereafter and the Company will use its best efforts to cause such registration to become and remain effective (including the taking of such steps as are necessary to obtain the removal of any stop order) within ninety (90) days after the receipt of such request, provided, that the Company has available current financial statements and that such Holder shall furnish the Company with appropriate information in connection therewith as the Company may reasonably request in writing. The 50% Holder may, at its option, request the filing of a post-effective amendment to the current Registration Statement or a new registration statement under the 1933 Act covering on two (2) occasions during the four-year period beginning one (1) year from the Effective Date. The 50% Holder may, at its option, request the registration of up to all this Representative's Warrant and/or any of the shares of VPI Common Stock issued to underlying this Representative's Warrant in a registration statement made by the STOCKHOLDERS Company as contemplated by Section 6(a) or in connection with a written request made pursuant to this Agreement Section 6(b) prior to acquisition of the Common Stock issuable upon exercise of this Representative's Warrant. The 50% Holder may, at its option, request such post-effective amendment or new registration statement during the described period with respect to the Representative's Warrant and/or the Common Stock issuable upon the exercise of the Representative's Warrant, and such registration rights may be exercised by the Other Agreements then held by such Founding Stockholders (a "Demand Registration")50% Holder prior to or subsequent to the exercise of this Representative's Warrant. Within ten (10) days after receiving any such request pursuant to this subsection (b) of paragraph 6, the Company shall give notice to any other Holders of this Representative's Warrant, advising that the Company is proceeding with such post-effective amendment or registration statement and offering to include therein the Registrable Securities underlying that part of this Representative's Warrant held by the other Holders, provided that they shall furnish the Company with such appropriate information (relating to the intentions of such Holders) in connection therewith as the Company shall reasonably request in writing. All costs and expenses of the receipt first post-effective amendment or new registration statement including, but not limited to, legal, accounting, printing and mailing fees shall be borne by the Company. All costs and expenses of the Demand Registration Requestsecond such post-effective amendment or new registration statement shall be borne by the Holder(s). The Company shall maintain such registration statement or post-effective amendment current under the Act for a period of at least six months (and for up to an additional three months if requested by the Holder(s)) from the effective date thereof. The Company shall supply prospectuses, VPI shall give written notice and such other documents as the Holder(s) may request in order to facilitate the public sale or other disposition of such request to all other Founding Stockholders and shallthe Registrable Securities, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in register and qualify any such public offering) may defer the filing of the registration statement Registrable Securities for a 60-day period if sale in such deferral is deemed by states as such directors to be Holder(s) designate and furnish indemnification in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities manner provided in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 paragraph 7 hereof.

Demand Registration Rights. At any time after (a) The Majority Holders may make a written request to the date two years after Issuer (a “Demand Notice”) for registration under the Closing DateSecurities Ac (a “Demand Registration”), pursuant to this Section 13 of all of its shares of Common Stock issuable upon conversion of the holders Warrant Stock issuable upon exercise of a majority of this Warrant and the shares of VPI Common Stock issued issuable upon exercise of the Series C Warrants and the Series D Warrants issuable upon exercise of this Warrant (the “Registrable Securities”); provided, however, that the Issuer shall not be obligated to the Founding Stockholders effect more than one Demand Registration pursuant to this Agreement Section 13 (which registration shall be made on Form SB-2, or a successor form thereto, if available for use by the Issuer); and provided, further, in the Other Agreements which have event the SEC does not been previously permit the Issuer to register all of the Registrable Securities in such initial registration statement, the Issuer shall use its commercially reasonable efforts to file subsequent registration statements to register the Registrable Securities that were not registered or sold in the initial registration statement as promptly as possible and which are not entitled in a manner permitted by the SEC. The Issuer shall use its reasonable best efforts to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Securities Act covering providing for the registration resale of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders Registrable Securities within thirty (a "Demand Registration"). Within ten (1030) days of the receipt following delivery of the Demand Registration RequestNotice (the “Filing Date”) and have it declared effective within one hundred twenty (120) days following delivery of the Demand Notice (the “Effectiveness Date”). The Issuer agrees to use its reasonable best efforts to keep any such registration statement continuously effective for resale of the Registrable Securities for so long as the Majority Holders shall request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after shall the Demand Registration Request, file and use its best efforts Issuer be required to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding maintain the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date effectiveness of such registration unless VPI is no longer proceeding diligently statement later than the date that the Registrable Securities may be offered for resale to effect such registration the public pursuant to Rule 144(k) (in which case the delay contemplated by this sentence would not be applicable“Effectiveness Period”); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At Subject to the provisions of the last sentence of this Paragraph 3(a) and to Paragraph 3(c), if at any time after December 31, 1997, unless the date two years after Company shall then have a registration statement currently effective with respect to the Closing DateRegistrable Securities the subject of such Demand, through and including December 31, 2000, the holders of Company shall receive written notice (a majority "Demand") from Holders holding at least 50% of the shares Registrable Securities outstanding at the time such Demand is made, which states that such Holders desire to transfer Registrable Securities under circumstances that would require the filing of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Securities Act, the Company shall then cause to be prepared and filed an appropriate registration statement under the Securities Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by end that such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, Registrable Securities may be sold thereunder as soon as practicable but in no event later than 45 days after thereafter, and the Demand Registration Request, file and Company will use its best efforts to cause the registration statement to become effective and remain effective for a period of not less than 120 days. If the Holders intend to distribute the Registrable Securities covered by the Demand by means of an underwriting, they shall so state in the Demand and set forth in the Demand the name of the proposed managing underwriter(s). Subject to the provisions of Paragraph 3(c) and the written consent of the selling Holders, not to be unreasonably withheld (other than with respect to other piggyback registration rights that are in existence on the date hereof pursuant to the Registration Rights Agreement dated as of August 20, 1991 between the Company and GSB Holdings, Inc. and the H.M. Holdings Stockholder Agreement dated as of August 1, 1991, (the "H.M. Holdings Stockholders Agreement") for which consent shall not be necessary), the Company shall have the right to include in such registration statement covering all shares requested ("Other Shares") of the Company to be registered sold by the Company or held by other shareholders ("Other Holders") pursuant to arrangements entered into by the Company and such Other Holders. In no event shall the Company be required to effect more than one (1) registration of the Holders Registrable Securities pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors Paragraph (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicablea); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At If the Payee shall give notice to the Payor at any time after during the date two years after Registration Period to the Closing Date, effect that the holders Payee desires to register under the Act any of its Conversion Shares under such circumstances that a majority public distribution (within the meaning of the shares Act) of VPI Stock issued any such securities will be involved, then the Payor will promptly, but no later than 60 days after receipt of such notice, file a post-effective amendment to a then current registration statement or a new registration statement pursuant to the Founding Stockholders pursuant Act, to this Agreement the end that such Conversion Shares may be publicly sold under the Act as promptly as practicable thereafter and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and Payor will use its best efforts to cause such registration to become and remain effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if of 120 days (including the taking of such deferral is deemed by such directors steps as are reasonably necessary to be in obtain the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale removal of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicablestop order); provided that VPI the Payee shall provide furnish the Founding Stockholders Payor with appropriate information in connection therewith as the right Payor may reasonably request in writing. The Payee may, at its option, request the filing of a post-effective amendment to participate a then current registration statement or a new registration statement under the Act with respect to the Registrable Securities on only two occasions during the Registration Period. All costs and expenses of such post-effective amendment or new registration statement shall be borne by the Payor, except that the Payee shall bear the fees of its own counsel and any underwriting discounts or commissions applicable to any of the securities sold by it. The Payor shall be entitled to postpone the filing of any registration statement pursuant to this subsection (b) otherwise required to be prepared and filed by it if (i) the Payor is engaged in a material acquisition, reorganization, or divestiture, (ii) the Payor is currently engaged in a self tender or exchange offer and the filing of a registration statement would cause a violation of Regulation M or any other Rule under the Securities Exchange Act of 1934, (iii) the Payor is engaged in an underwritten offering and the managing underwriter has advised the Payor in writing that such a registration statement would have a material adverse effect on the consummation of such offering or (iv) the Payor is subject to an underwriter's lockup as a result of an underwritten public offering and such underwriter has refused in writing, the Payor's request to waive such lock-up. In the event of such postponement, the Payor shall be required to file the registration statement pursuant to this subsection (b), within 60 days of the consummation of the event requiring such postponement. The Payor will use its best efforts to maintain such registration statement or post-effective amendment current under the Act for a period of at least six months (and for up to an additional three months if requested by the Payee) from the effective date thereof. The Payor shall supply prospectuses, and such other documents as the Payee may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities, use its best efforts to register and qualify any of the Registrable Securities for sale in such public offering pursuant tostates as such holder designates, and subject to, Section 17.1 hereofprovided that the Payor shall not be required to qualify as a foreign corporation or a dealer in securities or execute a general consent to service of process in any jurisdiction in any action.

Demand Registration Rights. At For a period commencing on the 90-day anniversary hereof, the Purchaser may, at any time after the date two years after the Closing Date, the holders of a majority of the shares of VPI Stock issued and subject to the Founding Stockholders pursuant to this Agreement and terms hereof, request the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request Company in writing (the each, a "Demand Registration RequestDemand") that VPI file to effect a registration statement with the SEC under and in accordance with the 1933 Act covering the registration of up to all provisions of the shares Securities Act of VPI Stock issued to all or part of the STOCKHOLDERS pursuant to this Agreement and Registrable Securities owned by the Other Agreements then held by such Founding Stockholders Purchaser (a "Demand Registration"). Within ten The Demand shall specify the aggregate number of shares of Registrable Securities requested to be so registered. At least five (105) business days prior to any Demand, such Purchaser shall send a written notice to the other Purchasers and such notice shall specify the aggregate number of shares of Registrable Securities intended to be so registered by the such Purchaser. The other Purchasers shall have the right, but not the obligation, to join the Demand by giving a written notice (the "Participation Notice") to the Purchaser making the Demand within five (5) business days following receipt of such notice indicating its intention to join the Demand and the number of shares of Registrable Securities to be so registered. Upon receipt of the Demand Registration RequestParticipation Notice from the other Purchaser(s), VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Purchaser making the Demand Registration Requestshall promptly send a Demand that reflects the numbers of shares of Registrable Securities requested to be registered by all such Purchasers. Upon receipt of any Demand, file and the Company shall use its best efforts to cause to become effective file a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Registration Statement for the Registrable Securities identified in such Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors as soon as practicable (i.e., directors who have but not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until later than 90 days after the effective date of such registration unless VPI is no longer proceeding diligently Demand) and to effect cause such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right Registration Statement to participate in such public offering pursuant tobecome effective as soon as practicable thereafter. Purchaser, and subject tothose other purchasers of Notes and Warrants of the Company pursuant to that certain Note and Warrant Purchase Agreement (the "Purchase Agreement") between the Company, Section 17.1 hereofcollectively as a group, may not effect more than one Demand Registration in every six (6) month period.

Demand Registration Rights. At (i) On any time date after the date two years after of I the Closing Date, earlier of (A) the holders mailing by any Holder of a majority notice of conversion of Shares for Registrable Securities or (B) the issuance of Registrable Securities, any Holder or Holders possessing in the aggregate a Majority of the shares of VPI Stock issued Registrable Securities shall have the right to the Founding Stockholders request, in writing specifying that such request is made pursuant to this Agreement and Section 2(a), that the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI Company file a registration statement under the 1933 Securities Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then not less than 250,000 Registrable Securities (unless fewer Registrable Securities are held by the Holders, in which case, covering all such Founding Stockholders (a "Demand Registration"Registrable Securities). Such request shall set forth the proposed plan of distribution for the Registrable Securities to be registered. Within ten (10) five days of such request, the receipt of the Demand Registration Request, VPI Company shall give written notice of such request to all other Founding Stockholders Holders of Registrable Securities and shall, as soon as practicable but shall include in no event later than 45 the registration in respect of which notice has been given all Registrable Securities with respect to which the Company has received written requests from Holders for inclusion therein within ten days after the Demand Company's notice regarding such registration has been given as provided in Section 11(a) of this Registration RequestRights Agreement. Within 45 days of such request, or, in the event that Form S-3 under the Securities Act is available to the Company to effect such registration, within 30 days of such request, the Company shall file and use its best efforts to cause to become effective a registration statement covering to register under the Securities Act all shares requested Registrable Securities subject to be registered pursuant to such request; provided, however, that the Company may defer its obligations under this Section 17.2. VPI 2(a) for a period of no more than 30 days (which 30 days shall be obligated in addition to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 6045-day period or 30-day period, as applicable, permitted above) if such deferral is deemed by such directors to the Company obtains written advice from the Company's outside securities counsel (which counsel shall be in the best interests of VPI. If immediately prior a nationally recognized securities law firm or a law firm acceptable to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request Holders) that filing such a registration statement covering would require public disclosure by the sale Company of any of material non-public development; provided, further, that if such written advice is received by the Company, the request for registration may be withdrawn by the Holder who requested such registration (and shall not be treated as a registration hereunder for any purpose); and provided further, that if such request for registration has not been withdrawn, once such information has been publicly disclosed by the Company, the Company shall promptly proceed to fulfill its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated obligations under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable2(a); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At any time after Upon notice by the Trident Holders to BNL, BNL shall use commercially reasonable efforts to (i) prepare and file, on or before the date two years after that is 75 days in the Closing Date, the holders case of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) Form S-11 (or any similar or successor provision30 days in the case of Form S-3) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file after receiving such notice a registration statement under with respect to the 1933 Act covering Demand Registrable Shares (a “Demand Registration Statement”) and (ii) if such Demand Registration Statement does not become effective automatically, cause such Demand Registration Statement to be declared effective by the Securities and Exchange Commission (the “SEC”) as soon as reasonably practicable thereafter; provided, that: • BNL shall not be required to file a Demand Registration Statement prior to any IPO or the expiration of any underwriter’s lock-up period in connection with the IPO; • such Demand Registration Statement may be requested regardless of whether a short-form or long-form registration statement is available to BNL; • the Trident Holders are requesting a number of up shares of Common Stock to be registered that, at such time of notice to BNL, have an aggregate value of not less than $50 million or includes all of the shares Registrable Shares held by the Trident Holders; • the Trident Holders, in the aggregate, shall be entitled to request the filing of VPI Stock issued two (2) Demand Registration Statements, subject to certain customary exceptions whereby a Demand Registration Statement does not count toward such limitation, including (i) the STOCKHOLDERS pursuant to this Agreement failure of a Demand Registration Statement and the Other Agreements then held by such Founding Stockholders prospectus relating thereto to become effective and (ii) in an underwritten offering subject to a "cutback, the failure of a Demand Registration"). Within ten (10) days of the receipt Registration Statement to include at least 80% of the Demand Registration Request, VPI shall give written notice of Registrable Shares proposed to be included by the Trident Holders in such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file Statement; • the Registration Rights Agreement shall contain certain customary provisions relating to Demand Registration Statements; and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI • any Demand Registration Statement shall be obligated subject to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraphpiggyback rights and cutback restrictions below, following the Demand Registration Request a majority provided that there shall be no piggyback rights or cutback restrictions (or other notice requirements to any other holder of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offeringof capital stock of BNL) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests event of VPI. If immediately prior to a “bought deal” or “block trade” by the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofTrident Holders.

Demand Registration Rights. At (a) Subject to the provisions of Section 5.02, at any time and from time to time after the date two years after of this Agreement, each Principal Purchaser may make one written demand (each Purchaser in such capacity, a “Requesting Holder”) to the Closing DateCompany requiring the Company to register, under and in accordance with the provisions of the Securities Act, all or part of the Requesting Holder’s Registrable Shares in an Underwritten Offering. All Registration Demands made pursuant to this Section 5.01 will specify the aggregate amount of shares of Company Common Stock to be registered, the intended methods of disposition thereof and the registration procedures to be undertaken by the Company in connection therewith (a “Demand Notice”). Subject to Section 5.02, promptly upon receipt of any such Demand Notice, the Company will file the applicable Registration Statement (or amend an existing registration statement to allow the resale by holders of a majority Registrable Shares) as soon as reasonably practicable and in any event within 60 days thereafter. The Company will use its reasonable best efforts to, in accordance with the terms set forth in the Demand Notice, effect as reasonably promptly as practicable thereafter and in any event within 150 days of the filing of such Registration Statement the registration under the Securities Act (including appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with the applicable regulations promulgated under the Securities Act) of the shares of VPI Company Common Stock issued that the Company has been so required to register, except that if the Founding Stockholders pursuant Company is a “well known seasoned issuer” as defined in Rule 405 under the Securities Act as of the date of filing the applicable Registration Statement, the Company shall file or amend an “automatic shelf registration statement” as defined in Rule 405 under the Securities Act; provided, that any amendment of such automatic shelf registration statement to this Agreement register all Purchased Securities for resale shall not constitute the use of a Registration Demand. Notwithstanding the foregoing, if the Board of Directors determines in its good faith judgment that the filing of a Registration Statement would (i) require the disclosure of material non-public information concerning the Company that at the time is not, in the good faith judgment of the Board of Directors, in the best interests of the Company to disclose and the Other Agreements which have is not been previously registered or sold and which are not entitled otherwise required to be sold under Rule 144(kdisclosed or (ii) (otherwise materially interfere with financing plans, acquisition activities or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all business activities of the shares Company ((i) and (ii) collectively, a “Disadvantageous Condition”), then the Company shall have the right to defer such filing for the period until the Disadvantageous Condition is eliminated; provided, however, that (A) the Company may not defer such filing for a period of VPI Stock issued to more than 60 days per notice and (B) the STOCKHOLDERS pursuant to this Agreement and total number of days that any such deferrals may be in effect in any 12-month period shall not exceed 120 days in the Other Agreements then held by such Founding Stockholders (a "Demand Registration")aggregate. Within ten (10) days of the receipt of the Demand Registration Request, VPI The Company shall give written notice of such request its determination to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts Principal Purchasers to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing and of the registration statement fact that the purpose for a 60-day period if such deferral is deemed by such directors to be no longer exists, in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Acteach case, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days as promptly as reasonably practicable after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofoccurrence thereof.

Demand Registration Rights. (i) At any time after the date two years after Shelf S-1 Resale Registration Statement has been withdrawn or has ceased to be effective, or if the Closing DateShelf S-1 Resale Registration Statement has not been filed or become effective EXHIBIT 4.3 within the respective periods prescribed in the Private Placement Registration Rights Agreement, if the holders of Company shall receive a written request for registration under the Securities Act from the Covered Holders holding a majority of the shares of VPI Stock issued to Registrable Securities, the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(kCompany shall (A) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up provide written notice to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice other Covered Holders of such request and extend to all other Founding Stockholders and shallthem the opportunity to include their Registrable Securities in the proposed registration, as soon as practicable but (B) in no event later than 45 60 days after the Demand receipt of such request (but subject to any applicable Blackout Periods), prepare and file with the Commission a Registration RequestStatement under the Securities Act on Form S-3 (or such other form as may be available for use by the Company) relating to the offer and sale of the Registrable Securities by the Covered Holders joining in such request and (C) subject to Section 2(a)(ii), use its commercially reasonable efforts to promptly effect such registration and cause such Registration Statement to be declared effective by the Commission as soon as possible after the initial filing thereof, including, providing written responses to any comments made by the Commission regarding such Registration Statement and filing any necessary pre-effective amendments and all necessary exhibits thereto. The Company shall, subject to any applicable Blackout Periods, use its commercially reasonable efforts to keep such Registration Statement effective for the period beginning on the date such Registration Statement becomes effective (the “Effectiveness Date”) and terminating on the earlier of (x) one year after the last date that a Warrant is exercised or, if later, the expiration of the last Warrant remaining outstanding and (y) the date upon which all Registrable Securities then held by the Participating Covered Holders and included in such Registration Statement either (i) may be resold without restriction of any kind and without need for such Registration Statement to be effective or (ii) have been disposed of pursuant to transactions contemplated by the Registration Statement. The Company’s obligation to file and use its best efforts to cause to become effective maintain the effectiveness of a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated Statement under this Section 17.2 until 90 days after 2(a) shall terminate on the date upon which all Registrable Securities then held by the Participating Covered Holders and included in such Registration Statement either (i) may be resold without restriction of any kind under the Securities Act and without need for a Registration Statement to be effective date or (ii) have been disposed of such registration unless VPI is no longer proceeding diligently pursuant to effect such registration (in which case the delay transactions contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofRegistration Statement.

Demand Registration Rights. At any time after Notwithstanding the date two years after the Closing Dateprovisions of Section 5.1, the holders of a majority 65% of the shares of VPI Stock issued to Consideration Shares (the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not " Registrable Shares") will be entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under have IMR effect one demand registration of the 1933 Act may request in writing Consideration Shares then owned of record by such shareholders (the "Demand Registration RequestRequesting Shareholders") that VPI file a to the extent permitted by Section 5.3 and the applicable registration statement form. The request for such registration must be made in writing by holders owning 65% of the Registrable Shares and can be made during the period commencing on the one month anniversary of Closing and ending on the one year anniversary of Closing, and IMR shall diligently pursue the preparation of combined financial statements, including the preparation of any financial information with respect to Fusion, the completion of any audit of Fusion's books and records, and the restatement of any past financial statements according to GAAP as are required under the 1933 Act covering SEC regulations in order to permit the registration of up the Registrable Shares. IMR will use its reasonable commercial efforts to all of cause the shares of VPI Stock issued to Registrable Shares specified in the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, be registered as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts so as to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering permit the sale of any such shares and IMR will promptly notify the Requesting Shareholder of a proposed registration. IMR will include in its registration the lesser of (a) the number of Registrable Shares specified in the Requesting Shareholder's registration request, or (b) 39% of the Registrable Shares. The Requesting Shareholders that request registration will have their Registrable Shares registered on a pro rata basis. If the registration will involve an underwritten distribution of IMR Common Stock by IMR (but not in the case of an underwritten distribution of securities other than IMR Common Stock), subject to the provisions of this paragraph and the following paragraph, (i) IMR shall include in a public offering the underwriting all the Registrable Shares that the Requesting Shareholder is entitled to include in the registration, (ii) the Requesting Shareholder shall sell the Registrable Shares through the underwriter or syndicate of underwriters selected by IMR, and (iii) the Requesting Shareholder shall enter into an underwriting agreement with the underwriter or syndicate of underwriters selected by IMR, which will provide (among other things) for IMR, the Requesting Shareholder, and each underwriter (and each person who controls each underwriter within the meaning of Section 15 of the Securities Act) to grant to each other (and to each person who controls each of them within the meaning of Section 15 of the Securities Act) reciprocal indemnification against Liabilities under the 1933 Securities Act, no registration of subject to such limitations as are appropriate to reflect the Founding Stockholdersparties' VPI Stock shall be initiated under this Section 17.2 until 90 days after respective interests in the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofunderwriting.

Demand Registration Rights. At any time after the date two years after the Closing Date, The Issuer covenants and agrees with the holders of Warrants and Warrant Shares that, subject to the availability of audited financial statements which would comply with Regulation S-X under the Securities Act, upon written request of the then Holder(s) of at least a majority of the shares of VPI Stock issued to Warrants Shares (including Warrant Shares underlying Warrants not yet exercised), made at any time within the Founding Stockholders pursuant to this Agreement period commencing on the Vesting Date and ending one year after the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under Expiration Date, the 1933 Act may request in writing (the "Demand Registration Request") that VPI Issuer will file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon promptly as practicable but in no event later than 45 days after the Demand Registration Requestand, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file event, within 60 days after receipt of such written request, at its expense (other than the Demand Registration Request fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to a registration statement, or a new registration statement covering the sale of any of its securities in a public offering under the 1933 Securities Act, no registration registering or qualifying the Warrant Shares for sale. Within fifteen (15) days after receiving any such notice, the Issuer shall give notice to the other Holders of the Founding Stockholders' VPI Stock Warrants or Warrant Shares, if any, advising that the Issuer is proceeding with such Amendment or registration statement and offering to include therein the Warrant Shares of such Holders. The Issuer shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Issuer within ten (10) days thereafter. The Issuer will use its best efforts through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment or registration statement as promptly as practicable and for a period of one year thereafter to reflect in the Amendment or registration statement financial statements which are prepared in accordance with Section 10(a)(3) of the Securities Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment or registration statement to enable any Holders of the Warrants to exercise such Warrants and sell Warrant Shares, or to enable any holders of Warrant Shares to sell such Warrant Shares, during said one year period. If any registration pursuant to this paragraph 8(a) is an underwritten offering, the Holders of a majority of the Warrant Shares to be included in such registration shall be initiated under this Section 17.2 until 90 days after entitled to select the effective date underwriter or managing underwriter (in the case of a syndicated offering) of such registration unless VPI is no longer proceeding diligently offering, subject to effect such registration (in the Issuer's approval which case the delay contemplated by this sentence would shall not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofunreasonably withheld.

Demand Registration Rights. (a) At any time after the date two years after twelfth monthly anniversary of the Closing Date, the holders (“Combining Partner Company Stockholders”) of a majority of the shares of VPI Founder Stock issued (a) representing Registerable Securities owned by Partner Company or its permitted transferees pursuant to the Founding Stockholders first sentence of Article XIV and (b) acquired by other stockholders of Founder on or prior to the closing of the IPO in connection with the acquisition of their companies by Founder pursuant to an agreement similar to this Agreement and the Other Agreements Agreement, which shares have not been previously registered or sold and which shares are not entitled to be sold under Rule 144(k) 144 (or any similar or successor provision) promulgated under the 1933 Act without regard to manner of sale or volume limitations may request in writing (the "Demand Registration Request") that VPI Founder file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Founder Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by the Combining Partner Company Stockholders or such Founding Stockholders permitted transferees (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such Founder Stock) (a "“Majority Demand Registration"”). Within ten (10) days of the receipt of the Demand Registration Requestsuch request, VPI Founder shall give written notice of such request to all other Founding Combining Partner Company Stockholders having such registration rights and shall, as soon as practicable but in no event later than 45 days after notice from the Demand Registration RequestCombining Partner Company Stockholders requesting such registration, file and use its best efforts to cause to become effective a registration statement covering all such shares requested and thereafter use commercially reasonable efforts to be registered pursuant cause such registration statement to this Section 17.2become effective. VPI Founder shall be obligated to effect only one Majority Demand Registration for all Founding StockholdersCombining Partner Company Stockholders and will use commercially reasonable efforts to keep such Majority Demand Registration current and effective for 90 days (or such shorter period as is required to complete the distribution and sale of all shares registered thereunder). Notwithstanding anything to the foregoing paragraphcontrary in this Section 16.2(a), following the Demand Registration Request such a demand, a majority of VPI's the disinterested directors of Founder (i.e., i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 6030-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereoftheir sole discretion.

Demand Registration Rights. At any time after the date two years after of consummation of the Closing DateIPO, the holders ("Founding Stockholder") of a majority of the shares of VPI Parent Stock issued (i) representing Registerable Securities owned by Stockholder or their permitted transferees or (ii) acquired by other stockholder of Parent on or prior to the Founding Stockholders closing of the IPO in connection with the acquisition of their companies by Parent pursuant to an agreement, similar to this Agreement and the Other Agreements Agreement, which shares have not been previously registered or sold and which shares are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act Act, may request in writing (the "Demand Registration Request") that VPI Parent file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Parent Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by the Founding Stockholder or their permitted transferees (including any stock issued as a dividend or other distribution with respect to, or in exchange for, or in replacement of such Founding Stockholders Parent Stock) (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Requestsuch request, VPI Parent shall give written notice of such request to all other Founding Stockholders Stockholder and shall, as soon as practicable but in no event later than 45 days after notice from the Demand Registration RequestFounding Stockholder requesting such registration, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2such shares. VPI Parent shall be obligated to effect only one Demand Registration for all Founding StockholdersStockholder; provided, however, that Parent shall not be deemed to have satisfied its obligation under this Section 19.2 unless and until a Demand Registration covering all shares of Parent Stock requested to be registered has been filed and becomes effective under the 1933 Act and has remained current and effective for not less than 90 days (or such shorter period as is required to complete the distribution and sale of all shares registered thereunder). Notwithstanding the foregoing paragraph, following the Demand Registration Request such a demand a majority of VPI's the disinterested directors of Parent (i.e., i.e. directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-30 day period if such deferral is deemed by such directors to be in the best interests of VPIperiod. If immediately prior to at the time of any request for a Demand Registration Request VPI Parent has fixed formulated plans to file within 60 days after receipt of the Demand Registration Request such request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Parent Stock shall be initiated under this Section 17.2 19.2 until 90 days after the effective date of such registration statement unless VPI Parent is no longer proceeding diligently to effect secure the effectiveness of such registration (in which case the delay contemplated by this sentence would not be applicable)statement; provided that VPI Parent shall provide the Founding Stockholders Stockholder the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof19.1.

Demand Registration Rights. At The Company covenants and agrees with Xxxxxxxxx Xxxx and any time after other or subsequent Holders of the Registrable Securities (as defined in paragraph (e) of this Section 10) that, upon written request by the Holder(s) of at least fifty percent (50%) of the Xxxxxxxxx Xxxx Warrants or of the Registrable Securities which were originally issued on the date two hereof to Xxxxxxxxx Xxxx or its designees within the period commencing twelve months and ending five years after the Closing Effective Date, the Company will file as promptly as practicable and, in any event, within 30 days after receipt of such written request, at its sole expense, no more than once a post-effective amendment (the "Amendment") to the Registration Statement, or a new Registration Statement or a Regulation A Offering Statement (an "Offering Statement") under the Act, registering or qualifying the Registrable Securities for sale. Not less than thirty (30) days prior to filing such Amendment, Registration Statement or Offering Statement with the Commission, the Company shall give notice to the other Holders of the Registrable Securities at the addresses appearing on the Xxxxxxxxx Xxxx Warrant Register advising that the Company is proceeding with such Amendment, Registration Statement or Offering Statement and offering to include therein the Registrable Securities of such Holders. The Company shall not be obligated to any such other Holder unless such other Holder shall accept such offer by notice in writing to the Company within fifteen (15) days thereafter. No other securities of the Company shall be entitled to be included in such Amendment, Registration Statement or Offering Statement. The Company will use its best efforts, through its officers, directors, auditors and counsel in all matters necessary or advisable, to file and cause to become effective such Amendment, Registration Statement or Offering Statement as promptly as practicable and for a period of two years thereafter to reflect in the Amendment, Registration Statement or Offering Statement financial statements which are prepared in accordance with Section 10(a)(3) of the Act and any facts or events arising that, individually, or in the aggregate, represent a fundamental and/or material change in the information set forth in the Amendment, Registration Statement or Offering Statement to enable any Holders of the Xxxxxxxxx Xxxx Warrants to exercise such Xxxxxxxxx Xxxx Warrants and sell Shares, or to enable any holders of Shares to sell such Shares, during said two-year period. If any registration pursuant to this paragraph (a) is an underwritten offering, the Holders of a majority of the shares of VPI Stock issued Registrable Securities to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not be included in such registration shall be entitled to be sold under Rule 144(kselect the underwriter or managing underwriter (in the case of a syndicated offering) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request offering and all costs incurred in connection with the preparation of such registration shall be paid by the Company, provided that fees of Underwriter's counsel and sales commissions for Xxxxxxxxx Xxxx and such holders shall be borne by Xxxxxxxxx Xxxx. The Company agrees to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause the above filing to become effective a registration statement covering all shares requested as promptly as practicable and to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration remain current for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors six (i.e., directors who have not demanded or elected to sell shares in any such public offering6) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofmonths.

Demand Registration Rights. At any time after that written demand is made by the date two years after Stockholders who hold at least 20% in the Closing Dateaggregate of the Contingent Shares, Purchaser (i) will promptly give written notice of the proposed registration to all of the holders of a majority of the shares of VPI Stock issued Payment Shares, and (ii) will use its reasonable best efforts to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Securities Act covering of 1933, as amended (the "Act") within 30 days of such request and to effect, as promptly as possible, the registration of up to all under the Act of the shares of VPI Stock issued Payment Shares to be registered by the Stockholders, subject to the STOCKHOLDERS pursuant other provisions of this Agreement, for disposition in an underwritten public offering managed by an underwriting firm selected by Purchaser. Each person desiring to this Agreement and the Other Agreements then held by include his or her Payment Shares in such Founding Stockholders (a "Demand Registration"). Within ten (10) registration must so notify Purchaser in writing within 30 days of the receipt giving of the Demand Registration Request, VPI shall give written notice of registration by Purchaser. If a managing underwriter is participating in such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested and advises the Stockholders in writing that marketing factors require a limitation on the number of Payment Shares to be registered included in any registration statement filed pursuant to this Section 17.23.1, then such Payment Shares may be omitted from the registration statement to the extent necessary to consummate the offering on terms reasonably acceptable to the managing underwriter and a majority in interest, based upon ownership of Payment Shares, of the Stockholders requesting registration. VPI If some, but not all, of the Payment Shares that the Stockholders desire to sell exceeds the number of Payment Shares acceptable by the managing underwriter, then the number of Payment Shares that may be included in the registration and underwriting shall be obligated allocated among all such Stockholders in proportion, as nearly as practicable, to effect only one Demand Registration for all Founding Stockholdersthe respective amounts of Payment Shares which they had requested to be included in such registration at the time of filing the registration statement. Notwithstanding Additionally, if the foregoing paragraphmanaging underwriter advises Purchaser in writing that marketing factors require that the registration of the Payment Shares be deferred, following or if the Demand Registration Request a majority registration of VPI's disinterested directors (i.e.the Payment Shares, directors who have if not demanded deferred, would, in the opinion of the Board of Directors of Purchaser, determined reasonably and in good faith, materially and adversely affect an important business situation, transaction or elected to sell shares in any such public offering) negotiation affecting Purchaser at the time, then Purchaser may defer the filing of the such registration statement for a 60-day period if such deferral is deemed by such directors to be in not exceeding 120 days from the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofdeferral.

Demand Registration Rights. At If, at any time after the date two years after the Closing Datetime, the holders of a majority -------------------------- fifty-one percent (51%) of the shares of VPI Warrant Stock issued give notice (a "Demand ------ Notice") to the Founding Stockholders pursuant Issuer that such holders contemplate the transfer of ------ their Warrant Stock under circumstances that a public offering is required, then the Issuer shall, as soon as practical, but not later than sixty days from the date of receipt of such notice, use its best efforts to this Agreement cause a registration statement to be filed with the Securities and Exchange Commission (along with any successor federal agency having similar powers, the Other Agreements which have not been previously registered or sold and which are not entitled "Commission") to the end that such ---------- Warrant Stock may be sold under Rule 144(k) the Securities Act as promptly as practical thereafter (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (filing a "Demand Registration"); ------------------- provided, however, that the Issuer shall not be obligated to effect ----------------- more than one registration pursuant to this Section 6(b). Within ten (10) days of the receipt of the Demand Registration Request, VPI The Issuer ------------ shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a the registration statement covering all shares requested to be registered filed pursuant to this Section 17.26(b) to become effective within ninety days ------------ from the date of receipt of a Demand Notice. VPI shall be obligated The Issuer has the right to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the any such registration statement or any amendment to such registration statement (a) in order to enable the Issuer to prepare necessary financial statements for a 60-day period if inclusion in such deferral registration statement, including any financial statements of any corporation or other entity which has been or is deemed by such directors expected to be acquired, (b) in order that the Issuer not be required to disclose material nonpublic information, provided that delays of the type referred to in this clause (b) do not exceed ninety days in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request aggregate, or (c) in order that a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall filing not be initiated under this Section 17.2 until 90 made earlier than two hundred seventy days after the effective date of any other registration statement filed by the Issuer. If the Issuer is able to register the holder's Warrant Stock on a Form S-3, or subsequent similar form, in a manner which does not require inclusion in any information concerning the Issuer other than to incorporate by reference its filing under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the period referred to in clause (c) ------------ is one hundred thirty-five days. It is a condition to the Issuer's obligations to file a registration statement pursuant to this Section 6(b) and Section 6(c) of this Warrant that the holders of ------------ ------------ this Warrant and any Warrant Stock provide the Issuer with such information as the Issuer may request concerning the sellers and their plan of distribution. The Issuer shall use its best efforts to keep any registration statement filed pursuant to this Section 6(b) ------------ current and effective until the earlier of (i) nine months from the effective date of the registration statement or (ii) such date as all holders demanding registration shall have sold all the registered shares or shall have advised the Issuer that they no longer desire to sell such shares pursuant to such registration unless VPI is no longer proceeding diligently to effect such registration statement. For purposes of this Section 6(b)(ii) ---------------- only, the Holder agrees that, if required in connection with the contemplated offering by the managing underwriter, it and the Warrant Stock shall be bound by any "lock-up" or other agreement between the Issuer and any underwriter of Common Stock (or other Securities of the Issuer) which may be entered into in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such connection with each underwritten public offering pursuant to, and subject to, Section 17.1 hereofof the Common Stock (or other Securities of the Issuer) so long as the "lock-up" period does not exceed ninety days following the commencement of the public offering.

Demand Registration Rights. (i) At any time after the date two years after Shelf S-1 Resale Registration Statement has been withdrawn or has ceased to be effective, or if the Closing DateShelf S-1 Resale Registration Statement has not been filed or become effective within the respective periods prescribed in the Private Placement Registration Rights Agreement, if the holders of Company shall receive a written request for registration under the Securities Act from the Covered Holders holding a majority of the shares of VPI Stock issued to Registrable Securities, the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(kCompany shall (A) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up provide written notice to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice other Covered Holders of such request and extend to all other Founding Stockholders and shallthem the opportunity to include their Registrable Securities in the proposed registration, as soon as practicable but (B) in no event later than 45 60 days after the Demand receipt of such request (but subject to any applicable Blackout Periods), prepare and file with the Commission a Registration RequestStatement under the Securities Act on Form S-3 (or such other form as may be available for use by the Company) relating to the offer and sale of the Registrable Securities by the Covered Holders joining in such request and (C) subject to Section 2(a)(ii), use its commercially reasonable efforts to promptly effect such registration and cause such Registration Statement to be declared effective by the Commission as soon as possible after the initial filing thereof, including, providing written responses to any comments made by the Commission regarding such Registration Statement and filing any necessary pre-effective amendments and all necessary exhibits thereto. The Company shall, subject to any applicable Blackout Periods, use its commercially reasonable efforts to keep such Registration Statement effective for the period beginning on the date such Registration Statement becomes effective (the “Effectiveness Date”) and terminating on the earlier of (x) one year after the last date that a Warrant is exercised or, if later, the expiration of the last Warrant remaining outstanding and (y) the date upon which all Registrable Securities then held by the Participating Covered Holders and included in such Registration Statement either (i) may be resold without restriction of any kind and without need for such Registration Statement to be effective or (ii) have been disposed of pursuant to transactions contemplated by the Registration Statement. The Company’s obligation to file and use its best efforts to cause to become effective maintain the effectiveness of a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated Statement under this Section 17.2 until 90 days after 2(a) shall terminate on the date upon which all Registrable Securities then held by the Participating Covered Holders and included in such Registration Statement either (i) may be resold without restriction of any EXHIBIT 4.4 kind under the Securities Act and without need for a Registration Statement to be effective date or (ii) have been disposed of such registration unless VPI is no longer proceeding diligently pursuant to effect such registration (in which case the delay transactions contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofRegistration Statement.

Demand Registration Rights. At any time after (a) Commencing on July 27, 1998, if the date two years after the Closing Date, the holders of Company shall receive a majority of the shares of VPI Stock issued to the Founding Stockholders written request (specifying that it is being made pursuant to this Agreement and Section 1.5) from the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(kHolders of at least forty percent (40%) (or any similar or successor provision) promulgated under of the 1933 Act may request in writing (Registrable Securities that the "Demand Registration Request") that VPI Company file a registration statement or similar document under the 1933 Securities Act covering the registration of up to all of Registrable Securities the shares of VPI Stock issued expected aggregate offering price to the STOCKHOLDERS pursuant to this Agreement and public of which is at least $7,500,000, then the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI Company shall give written notice promptly notify all other Holders of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and shall use its best efforts to cause to become effective a registration statement covering all shares requested Registrable Securities that such Holders have requested, within 15 days after receipt of such written notice, to be registered in accordance with this Section 1.5 to be registered under the Securities Act. The Holders making the written request pursuant to this Section 17.21.5 shall be referred to hereinafter as the "INITIATING HOLDERS". VPI Notwithstanding the foregoing, (i) the Company shall not be obligated to effect a registration pursuant to this Section 1.5 during the period starting with the date one hundred twenty (120) days prior to the Company's estimated date of filing of, and ending on a date one hundred twenty (120) days following the effective date of, a registration statement pertaining to an underwritten public offering of the Company's securities, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith; and (ii) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed six (6) months; provided, however, that the Company shall not obtain such a deferral more than once in any 12-month period. The Company shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors not more than two (i.e., directors who have not demanded or elected 2) registrations pursuant to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after 1.5 for which holders of Registrable Securities are the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofInitiating Holders.

Demand Registration Rights. At (a) Commencing nine months following the consummation of an IPO (but not within any applicable lock-up period set forth in any underwriting or lock-up agreement for any Public Offering), the IBR Parties collectively have the one-time after the date two years after the Closing Date, right (which may be exercised by the holders of a majority at least 50% of the shares Registrable Securities held collectively by the IBR Parties), and Talecris LLC shall have an unlimited number of VPI Stock issued rights, to require the Company to file a Registration Statement under the Securities Act, covering all or any part of their respective Registrable Securities, by delivering a written notice therefor to the Founding Stockholders Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution thereof; provided, however, that during the period commencing nine months following the consummation of an IPO and ending on the one-year anniversary of such IPO the IBR Parties shall not be able to exercise such one-time right as of any date if another Registration Statement registering common stock or securities convertible into common stock (other than a Registration Statement on Form S-8) filed by the Company has been declared effective by the SEC on a date within the previous three months. Such request pursuant to this Agreement and Section 4.01 is referred to herein as the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "“Demand Registration Request") that VPI file a registration statement under the 1933 Act covering ,” the registration of up so requested is referred to all of herein as the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement “Demand Registration” and the Other Agreements then held by party making such Founding Stockholders (a "Demand Registration"). Within request is the “Demanding Party.” As promptly as practicable, but no later than ten (10) days of the Business Days after receipt of the Demand Registration Request, VPI the Company shall give written notice (the “Demand Exercise Notice”) of such request Demand Registration Request to all Stockholders party hereto and any other Founding Stockholders with piggyback registration rights pursuant to Section 4.02 hereof or any similar agreement. In all instances, the Demanding Party and shallthe Company shall cooperate in good faith regarding a Demand Registration Request should the Company have any planned offering(s), as soon as practicable but in no event later or had effectuated an offering of common stock or securities convertible into common stock (other than 45 days after pursuant to a Registration Statement on Form S-8), within six months of such Demand Registration. Should the IBR Parties be a Demanding Party and should such Demanding Party and the Company agree to withdraw a Demand Registration Request pursuant to the previous sentence of this Section 4.01, the IBR Parties shall still have their one-time right for a Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.

Demand Registration Rights. At The Company covenants and agrees with ____________________ and any time subsequent Holders of the Warrants and/or Warrant Shares that within thirty (30) days after receipt of a written request from ______________________, or from Holders of such percentage in interest (not less than 25%) of the date two years after Warrants and/or Warrant Shares as ___________ shall designate in writing, that _____________________________, or such designee or designees desire and intend to transfer all or a portion of such securities (and any securities received by the Closing DateHolders of the Warrants pursuant to Section 9 hereof) under such circumstances that a public offering within the meaning of Act would be involved, the holders of a majority of the shares of VPI Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI Company shall file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause such registration statement to become effective a registration statement covering all shares requested under the Act) with respect to be registered the offering and sale or other disposition of such securities (including any securities received by the Holders of the Warrants pursuant to this Section 17.29 hereof) (all such securities, the "Offered Securities"). VPI The Company shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding continuously maintain the foregoing paragraph, following the Demand Registration Request a majority effectiveness of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests lesser of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 (i) 180 days after the effective date of the registration statement or (ii) the consummation of the distribution by the Holders of the Offered Securities covered by such registration unless VPI statement (the "Termination Date"); provided, however, that if at the Termination Date the Offered Securities are covered by a registration statement which also covers other securities and which is no longer proceeding diligently required to remain in effect beyond the Termination Date, the Company shall maintain in effect such registration statement as it relates to the Offered Securities for so long as such registration statement (or any subsequent registration statement) remains or is required to remain in which case effect for any of such other securities. The Company shall not include any securities other than the delay contemplated Offered Securities in any such registration statement pursuant to any "piggyback" or similar registration rights granted by this sentence would the Company after the date hereof without the consent of a majority in interest of the Holders of the Offered Securities. The Company shall not be applicablerequired to comply with more than one request for registration pursuant to this Section 13(a) or to cause any such registration statement to become effective prior to January 4, 1993 or to comply with a request for registration pursuant to this paragraph (a) made after January 3, 1997, PROVIDED, HOWEVER, that if a request is properly and timely made on or prior to January 3, 1997 pursuant to this Section 13(a); provided , the Company shall be required to comply with such request even though the registration statement does not or cannot become effective until after January 3, 1997 or the effectiveness of such registration statement is otherwise required under this Section 13(a) to be maintained beyond January 3, 1997. All expenses of such registration shall be borne by the Company, except that VPI shall provide underwriting commissions and expenses attributable to the Founding Stockholders the right to participate in Warrants and/or Warrant Shares will be borne by such public offering pursuant to, and subject to, Section 17.1 hereofHolders requesting that such securities be offered.

Demand Registration Rights. At any time after the date two years after the Closing Date, the holders Holders of a majority of the shares of VPI Stock issued to into which the Founding Stockholders Dividend Access Shares are exchangeable pursuant to this Agreement and the VPI Stock issued pursuant to the Other Agreements which have not been previously registered or sold and which are not entitled to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Stock issued to into which the STOCKHOLDERS Dividend Access Shares are exchangeable pursuant to this Agreement and the VPI Stock issued pursuant to the Other Agreements then held by such Founding Stockholders (a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPI. If immediately prior to the Demand Registration Request VPI has fixed plans to file within 60 days after receipt of the Demand Registration Request a registration statement covering the sale of any of its securities in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock or VPI Stock into which the Dividend Access Shares are exchangeable shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI is no longer proceeding diligently to effect such registration (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereof.