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 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. 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 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. (i) At any time after prior to the date two years after the Closing last Registration Rights Expiration Date, the holders Company shall, upon receipt of a majority written request from the Investor, promptly prepare and file under the Act a registration statement in respect of the shares of VPI Stock issued then registrable Conversion Shares held by the Investor and its Designated Assignees and/or issuable with respect to the Founding Stockholders Preferred Stock and the Warrant and shall use commercial reasonable efforts to cause such registration statement to become effective promptly. The Investor shall have the right to only one demand registration pursuant to this Agreement Subsection 4.14(b). In the event that less than all of the Conversion Shares issued and issuable upon conversion of Preferred Stock and/or exercise of the Other Agreements which Warrant have been registered pursuant to a request under this Subsection 4.14(b), the Company shall have no further obligation to register the remaining balance of the Conversion Shares not been previously registered or sold and which are not entitled so registered, except pursuant to be sold Subsection 4.14(a). (ii) If at the time the Company is required to effect the registration under Rule 144(k) (the Securities Act of any Conversion Shares pursuant to this Subsection 4.14(b), the Company is qualified to use Form S-3, or any similar or successor provision) promulgated form, to conduct a "shelf registration" pursuant to the provisions Rule 415 under the 1933 Act may request in writing Securities Act, the Company shall register such shares pursuant to the shelf registration provisions and shall keep the registration statement covering such Conversion Shares (the "Demand Rule 415 Registration RequestStatement") continuously effective and supplement and amend it as required by the Securities Act and the regulations thereunder from the date such Rule 415 Registration Statement is declared effective (the "Initial Effective Date") until the earliest to occur of the following events: (A) the Registration Rights Expiration Date; (B) notification to the Company that VPI file all Conversion Shares registered thereunder have been sold for the accounts of the participating shareholders; or (C) receipt by the Company of a request by the Investor that the registration statement under be terminated (the 1933 Act covering period between the registration Initial Effective Date and earliest to occur of up such events is hereinafter referred to all of as 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 RegistrationRegistration Statement Period"). Within ten (10) If the Rule 415 Registration Statement ceases to be effective at any time during the Registration Statement Period, the Company, at its expense, shall within thirty days of such cessation cause to be filed an additional shelf registration statement covering the receipt unsold balance of the Demand Registration Request, VPI Conversion Shares so registered 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 to become effective a have such 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 declared effective as soon as practicable thereafter and keep such registration statement effective until 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 end 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 hereofStatement Period.

Demand Registration Rights. At any time after the date two years after the Closing Date, the holders of (a) The Majority Holders may make a majority of the shares of VPI Stock issued written request to the Founding Stockholders Issuer (a “Demand Notice”) for registration under the Securities Act (a “Demand Registration”), pursuant to this Agreement and Section 14 of all of its shares of Common Stock issuable upon conversion of 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 Warrant Stock issuable upon exercise of this Warrant (the "“Registrable Securities”); provided, however, that the Issuer shall not be obligated to effect more than two Demand Registration Request") that VPI Registrations pursuant to this Section 14 (which registration shall be made on Form SB-2, or a successor form thereto, if available for use by the Issuer). The Issuer shall use its reasonable best efforts to 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 ninety (90) 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 shall the Issuer be required to maintain the effectiveness of such registration statement later than 45 days after the date that the Registrable Securities may be offered for resale to the public pursuant to Rule 144(k) (the “Effectiveness Period”). (b) The Majority Holders may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to the Issuer revoking such request. If the Majority Holders shall revoke any demand for registration or such Demand Registration Request, file and use its best efforts to cause otherwise fails to become effective as a result of any action or inaction by such Majority Holders, the Majority Holders shall count such revoked demand as one completed demand for registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one 14. (c) A 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 requested pursuant to this Section 14 will not be deemed to have not demanded or elected to sell shares in any such public offering) may defer the filing of been effected unless the registration statement relating thereto has become effective under the Securities Act and remained effective 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 ninety (90) 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 following the effective date of such registration unless VPI statement. (d) The Issuer and the Holder agree that the Holder will suffer damages if the registration statement is not filed on or prior to the Filing Date and not declared effective by the SEC on or prior to the Effectiveness Date. The Issuer and the Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the registration statement is not filed on or prior to the Filing Date, or (B) the registration statement is not declared effective by the SEC on or prior to the Effectiveness Date, or (C) the Issuer fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) business days of the date that the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that a registration statement will not be “reviewed,” or not subject to further review, or (D) the registration statement is filed with and declared effective by the SEC but thereafter ceases to be effective at any time prior to the expiration of the Effectiveness Period, or (E) trading in the Common Stock shall be suspended or if the Common Stock is no longer proceeding diligently quoted on or delisted from the principal exchange on which the Common Stock is then traded for any reason for more than three (3) business days in the aggregate (any such failure or breach being referred to effect as an “Event,” and for purposes of clauses (A) and (B) the date on which such registration Event occurs, or for purposes of clause (C) the date on which such three (3) business day period is exceeded, or for purposes of clause (D) after more than fifteen (15) business days, or for purposes of clause (E) the date on which such three (3) business day period is exceeded, being referred to as “Event Date”), the Issuer shall pay an amount as liquidated damages to the Holder, payable in which case cash, equal to one and one-half percent (1.5%) of the delay contemplated aggregate Warrant Price paid pursuant to the exercise of this Warrant for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 13(d) exceed an aggregate of fifteen percent (15%) of the aggregate Warrant Price paid pursuant to the exercise of this Warrant. Liquidated damages payable by the Issuer pursuant to this sentence would not Section 13(d) shall be applicable); provided that VPI payable on the first (1st) business day of each thirty (30) day period following the Event Date. (e) The rights contained in this Section 14 shall provide survive the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofexpiration or termination of this Warrant.

Demand Registration Rights. At any time after the date two years after the Closing Date, the holders of (a) The Majority Holders may make a majority of the shares of VPI Stock issued written request to the Founding Stockholders Issuer (a “Demand Notice”) for registration under the Securities Act (a “Demand Registration”), pursuant to this Agreement and Section 14 of all of its shares of Common Stock issuable upon conversion of 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 Warrant Stock issuable upon exercise of this Warrant (the "“Registrable Securities”); provided, however, that the Issuer shall not be obligated to effect more than two Demand Registration Request") that VPI Registrations pursuant to this Section 14 (which registration shall be made on Form SB-2, or a successor form thereto, if available for use by the Issuer). The Issuer shall use its reasonable best efforts to 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 ninety (90) 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 shall the Issuer be required to maintain the effectiveness of such registration statement later than 45 days after the date that the Registrable Securities may be offered for resale to the public pursuant to Rule 144(k) (the “Effectiveness Period”). (b) The Majority Holders may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to the Issuer revoking such request. If the Majority Holders shall revoke any demand for registration or such Demand Registration Request, file and use its best efforts to cause otherwise fails to become effective as a result of any action or inaction by such Majority Holders, the Majority Holders shall count such revoked demand as one completed demand for registration statement covering all shares requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only one 14. (c) A 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 requested pursuant to this Section 14 will not be deemed to have not demanded or elected to sell shares in any such public offering) may defer the filing of been effected unless the registration statement relating thereto has become effective under the Securities Act and remained effective 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 ninety (90) 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 following the effective date of such registration unless VPI statement. (d) The Issuer and the Holder agree that the Holder will suffer damages if the registration statement is not filed on or prior to the Filing Date and not declared effective by the SEC on or prior to the Effectiveness Date. The Issuer and the Holder further agree that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, if (A) the registration statement is not filed on or prior to the Filing Date, or (B) the registration statement is not declared effective by the SEC on or prior to the Effectiveness Date, or (C) the Issuer fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act within three (3) business days of the date that the Issuer is notified (orally or in writing, whichever is earlier) by the SEC that a registration statement will not be “reviewed,” or not subject to further review, or (D) the registration statement is filed with and declared effective by the SEC but thereafter ceases to be effective at any time prior to the expiration of the Effectiveness Period, or (E) trading in the Common Stock shall be suspended or if the Common Stock is no longer proceeding diligently quoted on or delisted from the principal exchange on which the Common Stock is then traded for any reason for more than three (3) business days in the aggregate (any such failure or breach being referred to effect as an “Event,” and for purposes of clauses (A) and (B) the date on which such registration Event occurs, or for purposes of clause (C) the date on which such three (3) business day period is exceeded, or for purposes of clause (D) after more than fifteen (15) business days, or for purposes of clause (E) the date on which such three (3) business day period is exceeded, being referred to as “Event Date”), the Issuer shall pay an amount as liquidated damages to the Holder, payable in which case cash, equal to one and one-half percent (1.5%) of the delay contemplated aggregate Warrant Price paid pursuant to the exercise of this Warrant for each calendar month or portion thereof thereafter from the Event Date until the applicable Event is cured; provided, however, that in no event shall the amount of liquidated damages payable at any time and from time to time to any Holder pursuant to this Section 14(d) exceed an aggregate of fifteen percent (15%) of the aggregate Warrant Price paid pursuant to the exercise of this Warrant. Liquidated damages payable by the Issuer pursuant to this sentence would not Section 14(d) shall be applicable); provided that VPI payable on the first (1st) business day of each thirty (30) day period following the Event Date. (e) The rights contained in this Section 14 shall provide survive the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofexpiration or termination of this Warrant.

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 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 (a) During the Effectiveness Period, until such time after that the date two years after Shareholder owns less than 50% of the Closing DateShares originally issued to Shareholder, the holders Shareholder may make one (1) written demand (subject to the last sentence of a majority Section 4(b)) of the shares Company on the form attached hereto as Exhibit A (a “Demand Registration Request”) to file a prospectus supplement or amendment, as may be required under the Securities Act, to the Shelf Registration Statement to cover the sale of VPI Stock Shares through a firm commitment underwritten public offering without regard to volume or other limitations (an “Underwritten Offering”); provided, however, that the Shareholder may not make a Demand Registration Request for less than that number of Shares equal to 50% of the aggregate number of Shares originally issued to Shareholder. If required by the Founding Stockholders underwriters, the Shareholder agrees to execute a customary lock-up agreement (for a duration not to exceed 90 days) in connection with an offering of Shares pursuant to this Agreement and Section 4(a). The Company may include in the Other Agreements which have not been previously registered Underwritten Offering contemplated by this section Primary Shares. If the Managing Underwriter or sold and which are not entitled Underwriters (as defined below) with respect 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 an Underwritten Offering pursuant to this Agreement Section 4, advise the Company that, in their opinion, the inclusion of the number of Shares requested to be included by the Shareholder and other securities requested to be included (including any Primary Shares) creates a risk that the Other Agreements price per share will be reduced, then the Company will promptly give the Shareholder written notice thereof and, upon the election of the Shareholder the Company will include all such Shares then held by the Shareholder that in the opinion of such Founding Stockholders underwriters can be sold without creating such a risk prior to including any other securities requested to be included (including any Primary Shares). (b) Subject to Section 6(d), in the event that the Shareholder delivers a "Demand Registration"). Within ten (10) days of the receipt of the Demand Registration Request, VPI the Company shall give written notice enter into an underwriting agreement in customary form with the underwriter or underwriters (including the book running lead manager of such request Underwritten Offering, referred to herein as the “Managing Underwriter”), which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 8, and shall take all such other Founding Stockholders reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the registration and shalldisposition of the Shares subject to the Underwritten Offering. In connection with any Underwritten Offering under this Agreement, the Company shall be entitled to select the Managing Underwriter or Underwriters, subject to the consent of the Shareholder not to be unreasonably withheld. The Shareholder shall not be required to make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding the Shareholder and its ownership of the securities being registered on its behalf and its intended method of distribution and any other representation required by Law. If the Shareholder disapproves of the terms of an underwriting, the Shareholder may elect to withdraw therefrom by notice to the Company and the Managing Underwriter; provided, however, that such withdrawal must be made up to and including the time of pricing of such offering to be effective; and provided, further, that any such withdrawal shall count as soon as practicable but in no event later than 45 days after the one Demand Registration RequestRequest hereunder. No such withdrawal or abandonment shall affect the Company’s obligation to pay Registration Expenses. Notwithstanding anything to the contrary in this Agreement, file and use its best efforts in the event that the Shareholder elects to cause to become effective a registration statement covering all shares requested to be registered withdraw from an Underwritten Offering pursuant to this Section 17.2. VPI 4(b), the Shareholder shall be obligated entitled to effect only make one additional 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)Request; provided that VPI the Shareholder shall provide the Founding Stockholders the right to participate be responsible for all Registration Expenses incurred in connection with such public offering pursuant to, and subject to, Section 17.1 hereofadditional Demand Registration Request.

Demand Registration Rights. (a) At any time after following the date two years after that is 120 days following the Closing Date, upon the holders written request of any Demand Stockholder (the “Initiating Demand Stockholder”) that the Company effect the registration under the Securities Act of all or part of such Initiating Demand Stockholder’s Registrable Common Shares (which written request shall specify the aggregate number of Registrable Common Shares requested to be registered), the Company shall (i) as soon as reasonably practicable, but no later than 45 Business Days after its receipt of such request, file with the SEC a majority of Registration Statement with respect to such requested registration (or, if the shares of VPI Stock issued Company shall be legally prohibited from making such a filing or if financial statements required to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been previously registered or sold and which be included in such a filing are not entitled to be sold under Rule 144(kreasonably available, in each case, within 45 Business Days after its receipt of such request, as soon thereafter as is legally permissible or as such financial statements are reasonably available) and (or any similar or successor provisionii) promulgated under the 1933 Act may request within seven Business Days after its receipt of such request, notify in writing (the "all other Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to Stockholders and all of the shares of VPI Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Warrant Stockholders (a "Demand Registration"). Within ten (10collectively, the “Non-Initiating Stockholders”) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request and indicate in such notice the planned initial filing date of such Registration Statement. Subject to all other Founding Stockholders and shallreduction pursuant to Section 5(a), as soon as practicable but in no event later than 45 days after such Registration Statement shall cover the Registrable Common Shares requested by the Initiating Demand Registration Request, file and use its best efforts to cause to become effective a registration statement covering all shares requested Stockholder to be registered and such other Registrable Common Shares as the Non-Initiating Stockholders shall request, by written notice to the Company given no later than ten Business Days prior to such planned initial filing date, to be registered. (b) Notwithstanding the provisions of Section 3(a), the Company shall not be required to take any action pursuant to this Section 17.23: (i) if, prior to the date of a request by Xx. VPI Xxxxxxxx pursuant to Section 3(a), the Company shall be obligated have effected two registrations pursuant to effect only one Section 3(a) at the request of Xx. Xxxxxxxx; (ii) if, prior to the date of a request by the US LEC Demand Registration for all Founding Stockholders. Notwithstanding Stockholder pursuant to Section 3(a), the foregoing paragraph, following Company shall have effected two registrations pursuant to Section 3(a) at 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 request of the US LEC Demand Stockholder; (iii) if, prior to the date of a request by the Blackstone Stockholder pursuant to Section 3(a), the Company shall have effected one registration statement for pursuant to Section 3(a) at the request of the Blackstone Stockholder; (iv) if, prior to the date of a 60request by the MDCP Stockholder pursuant to Section 3(a), the Company shall have effected one registration pursuant to Section 3(a) at the request of the MDCP Stockholder; (v) if the Company shall have effected a registration pursuant to Section 3(a) within the 180-day period immediately preceding the date of such request; (vi) if the Registrable Common Shares of the Initiating Demand Stockholder which the Company shall have been requested to register shall have an anticipated aggregate offering price of less than $20,000,000, as determined in good faith by the Company at the time of its receipt of a request for registration pursuant to Section 3(a), unless such deferral registration request is deemed for all remaining Registrable Common Shares held by such directors Initiating Demand Stockholder; or (vii) during the pendency of any Blackout Period; provided, however, that the Company shall be permitted to satisfy its obligations under Section 3(a) by amending (to the extent permitted by applicable law) within 45 days after a written request for registration, any Registration Statement previously filed by the Company under the Securities Act so that such Registration Statement (as amended) shall permit the disposition pursuant to an Underwritten Offering of all of the Registrable Common Shares for which a demand for registration has been made under Section 3(a). If the Company shall so amend a previously filed Registration Statement, it shall be deemed to have effected a registration for purposes of this Section 3. (c) The Initiating Demand Stockholder delivering a request pursuant to Section 3(a) may distribute the Registrable Common Shares covered by such demand only by means of an Underwritten Offering. (d) Subject to Section 3(e), and notwithstanding the last sentence of Section 3(b), a registration requested pursuant to this Section 3 shall not be deemed to be effected for purposes of this Section 3 if (i) the Registration Statement for such registration has not been declared effective by the SEC or has not become effective in accordance with the best interests Securities Act and the rules and regulations thereunder, or (ii) the Initiating Demand Stockholder shall not be entitled to include in such registration at least 75% of VPI. If immediately the Registrable Common Shares that the Initiating Demand Stockholder requested pursuant to Section 3(a) to be so included in such registration. (e) The Initiating Demand Stockholder may, at any time 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 the Registration Statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request. The Company shall be deemed to have effected a registration pursuant to Section 3(a) in the case of any such revocation unless VPI is no longer proceeding diligently the Initiating Demand Stockholder reimburses the Company for all Registration Expenses incurred by the Company with respect to effect such registration (in which case the delay revoked request. Except as otherwise contemplated by the immediately preceding sentence, no revocation pursuant to this sentence would not Section 3(e) shall relieve the Company of its obligation hereunder to pay the Registration Expenses in connection with any such request. (f) Any request or notice furnished by an Initiating Demand Stockholder pursuant to this Section 3 shall only be applicable); provided effective if signed by the Stockholders holding a Majority of the Registrable Common Shares held by all of the Stockholders that VPI collectively constitute such Initiating Demand Stockholder. Any such properly furnished request or notice shall provide the Founding Stockholders the right to participate in be binding upon each Stockholder holding Registrable Common Shares that constitutes a part of such public offering pursuant to, and subject to, Section 17.1 hereofInitiating Demand Stockholder.

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 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 -66- 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 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 time after the date two years after first anniversary of the Closing Date, the holders of a majority of the shares of VPI Parent Stock issued to (i) representing Registerable Securities owned by the Founding Stockholders pursuant or their permitted transferees or (ii) representing Registerable Securities (as defined in the agreements similar to this Agreement mentioned below) acquired by other stockholders of Parent on or prior to the closing of the IPO in connection with the acquisition of their companies by Parent pursuant to an agreement, similar to this Agreement (or upon exercise or conversion of securities of Parent received pursuant to such agreement) (the persons referred to in clauses (i) and (ii) being collectively referred to as the Other Agreements "Founding Stockholders"), 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 such 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 StockholdersStockholders and will keep such Demand Registration 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 period. -45- If at the best interests time of VPI. If immediately prior to the 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. 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. (a) At any time after the date two years after the Closing Dateany Public Offering of Common Shares has been made, the holders of Bass, Xxxxx or HI may, by written notice, request TRC to file on one occasion each a majority Registration Statement in order to register all (or any portion, as determined by such Stockholder) of the shares of VPI Common Stock issued to the Founding Stockholders owned by such Stockholder for resale 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")Public Offering. Within ten (10) days of the Upon receipt of the Demand Registration Requestsuch notice, VPI TRC shall give written notice of such request to all other Founding Stockholders promptly (and shall, as soon as practicable but in no any event later than 45 days after the Demand Registration Request, file and within ninety (90) days) use its best efforts to cause file such Registration Statement under the Securities Act with respect to become effective a registration statement covering all shares requested such Stockholder's Registration Shares subject to be registered pursuant the following: (i) If TRC has commenced taking action with respect to this Section 17.2. VPI shall be obligated any financing, acquisition, reorganization or other transaction or development material to effect only one Demand Registration for all Founding Stockholders. Notwithstanding TRC, and 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 any such public offering) may defer the filing reasonable and good faith opinion of the registration statement for TRC Board, filing a 60-day period if such deferral is deemed by such directors to Registration Statement would not be in the best interests of VPI. If immediately prior TRC, TRC may delay filing the Registration Statement until the earlier of (A) the termination of activities with respect to any such transaction or development, or (B) the Demand Registration Request VPI has fixed plans consummation or abandonment of any agreement with respect to file within 60 such transaction or development, or (C) one hundred twenty (120) days after following TRC's receipt of such Stockholder's notice pursuant to this Section 7.2. (ii) If filing a Registration Statement could require TRC to undergo a special interim audit, and in 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 reasonable and good faith opinion of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 TRC Board, the cost of such special interim audit would exceed $50,000, TRC may delay filing a Registration Statement until 90 ninety (90) days after the effective date close of the fiscal year in which the request by such Stockholder for registration of shares of Common Stock is made, unless such Stockholder agrees to reimburse TRC for the cost of such registration unless VPI is no longer proceeding diligently special interim audit. In the event that TRC elects to effect delay filing a Registration Statement in accordance with this Section 7.2, it will promptly notify the requesting Stockholder thereof. The requesting Stockholder may, within twenty (20) days following receipt of such registration (notice, decide to withdraw its request that TRC file a Registration Statement, in which case the delay contemplated withdrawn request will not count as such Stockholder's exercise of its right to request TRC to file a Registration Statement pursuant to this Section 7.2. (b) A Stockholder's right under Section 7.1(a) to request TRC to include such Stockholder's Registration Shares in a Public Offering pursuant to Section 7.2(a) is subject to the following conditions. If, in an underwritten Public Offering (whether or not TRC proposes to sell Common Stock), the managing Underwriter thereof advise TRC in writing that in its opinion the number of shares of Common Stock requested to be included in such Public Offering exceeds the number which can reasonably be sold in such Public Offering, TRC will include in such registration (i) first, the Registration Shares that the initiating Stockholder and the other Stockholders propose to sell pro rata among such Stockholders on the basis of the number of shares of Common Stock held by this sentence would such Stockholders at the time the Registration Statement is filed, and (ii) second, the shares, if any, that TRC proposes to sell. (c) If TRC so requests, it shall not be applicable); provided that VPI required to effect a Public Offering under Section 7.2 for a period not to exceed nine (9) months immediately following the date any other Public Offering was commenced. If any Stockholder initiating a Public Offering under this Section 7.2 so requests, TRC shall provide not and shall not be required to initiate another Public Offering under either Section 7.1 of Section 7.2 for a period not to exceed ninety (90) days immediately following the Founding Stockholders the right date on which such first Public Offering initiated pursuant to participate in such public offering pursuant to, and subject to, this Section 17.1 hereof7.2 was commenced.

Demand Registration Rights. At any time after the date two years after the Closing DateClosing, the holders of a majority of the shares of VPI TSII 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 TSII file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI TSII 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 Requestsuch request, VPI TSII 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 RequestSTOCKHOLDERS, 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 TSII shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request such a demand a majority of VPITSII'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 60-60 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 by the Founding Stockholders for a Demand Registration Request VPI TSII 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 TSII Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI TSII 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 TSII 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 years after the Closing DateClosing, the holders of a majority of the shares of VPI TSII Stock issued to the Founding Stockholders pursuant to this Agreement and the Other Agreements which have not been 86 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 TSII file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI TSII Stock issued to the STOCKHOLDERS COMPANY 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 Requestsuch request, VPI TSII 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 RequestCOMPANY, 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 TSII shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request such a demand a majority of VPITSII'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 60-60 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 by the Founding Stockholders for a Demand Registration Request VPI TSII 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 TSII Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI TSII 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 TSII 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 years after the Closing DatePre-Closing, the holders of a majority of the shares of VPI TSII 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 TSII file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI TSII Stock issued to the STOCKHOLDERS COMPANY 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 Requestsuch request, VPI TSII 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 RequestCOMPANY, 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 TSII shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request such a demand a majority of VPITSII'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 60-60 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 by the Founding Stockholders for a Demand Registration Request VPI TSII 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 TSII Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI TSII 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 TSII 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 hereof -------------------------- during which there is no effective registration statement relating to the Closing DateCommon Shares, the holders of Seller shall be requested in writing by Purchasers holding at least a majority of the shares of VPI Stock issued Common Shares to effect 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 registration under the 1933 Securities Act may request of Common Shares which the Purchasers reasonably expect to result in writing (gross aggregate proceeds upon such sale of at least $4,000,000, 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 Seller shall, as soon expeditiously as practicable but in no event later than 45 days after the Demand Registration Requestpossible, file and use its best efforts to effect the registration, on a form of general use under the Securities Act, of all Common Shares which the Seller has been requested to register. The Seller shall not be obligated to cause to become effective a more than two registration statement covering all shares requested to be registered statements pursuant to which Common Shares are registered under this Section 17.2. VPI shall be obligated to effect only one Demand Registration for all Founding Stockholders2.5(b)(i). Notwithstanding the foregoing paragraphforegoing, following if the Demand Registration Request Seller shall furnish to the Purchasers requesting a majority registration under this Section 2.5(b)(i) a certificate signed by the Chief Executive Officer of VPI's disinterested directors (i.e., directors who have not demanded or elected the Seller stating that in the good faith judgment of the Board of Directors of the Seller it would be detrimental to sell shares in any the Seller and its shareholders for such public offering) may registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the registration statement Seller shall have the right to defer taking action with respect to such filing 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 90 days after receipt of the Demand Registration Request a request by the Purchasers; provided, however, that the Seller may not utilize this right more than once in any 12-month period. In addition, the Seller shall not be obligated to effect, or to take any action to effect, any registration statement covering pursuant to this Section 2.5(b)(i): (A) During the sale of any of its securities in a public offering under period starting with the 1933 Act, no registration date 30 days prior to the Seller's good faith estimate of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 date of filing of, and ending on a date 120 days after the effective date of of, a registration subject to Section 2.5(b)(ii) hereto; provided that the Seller is actively employing in good faith its best efforts to cause such registration unless VPI is no longer proceeding diligently statement to effect such registration be filed and thereafter to become effective; (B) If the Purchasers propose to dispose of Common Shares in which case the delay Registration that may be immediately registered or that are registered on Form S-3 pursuant to a request made pursuant to Section 2.5(a) above; (C) In the event that the sale contemplated by the Purchasers is a public distribution of the Common Shares, if the Purchases do not request that such offering be firmly underwritten by underwriters selected by Purchasers (subject to the consent of the Seller, which consent will not be unreasonably withheld); provided, however, that in the event such contemplated sale by the Purchasers is to a limited number of purchasers, then the provisions of this sentence would paragraph (C) shall not be applicable); provided or (D) In the event that VPI the sale contemplated by the Purchasers is a public distribution of the Common Shares, if the Seller and the Purchasers are unable to obtain the commitment of the underwriter described in clause (C) above to firmly underwrite the offer; provided, however, that in the event such contemplated sale by the Purchasers is to a limited number of purchasers, then the provisions of this paragraph (D) shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofnot be applicable.

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 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 STOCKHOLDER 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 any time after 2.1 The Company hereby grants to the date two years after the Closing DateStockholders, and to each of them, the holders right to require, subject to the Lock-Up Provisions, the Company to use its reasonable best efforts to cause the registration for sale in a public offering of all or a portion of the Stockholders’ Registrable Securities in accordance with this Section 2 (a “Demand Registration”); provided, however, that the Company shall not have any obligation to effect more than a total of two (2) effective Demand Registrations pursuant to this Section 2 or effect more than one (1) in any six (6) month period. If the Company shall have received a written request submitted by one or more Stockholders owning at least a majority of the shares Registrable Securities outstanding at the time of VPI Stock issued such request (the “Requisite Holders”) that such Stockholders desire to have the Founding Stockholders pursuant to this Agreement Company register Registrable Securities for sale and specifying the Other Agreements which have not been previously registered or sold and which are not entitled number of Registrable Securities proposed to be sold under Rule 144(k) (or any similar or successor provision) promulgated under for the 1933 Act may purposes of this Section 2, together with the Registrable Securities referred to in Section 2.1.2 below, “Shares”), which request shall in writing (no event cover Shares with less than a $5 million estimated offering price, and the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering the registration of up to all proposed plan for distribution of the shares of VPI Stock issued to Shares, the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders Company will: 2.1.1 Give prompt (a "Demand Registration"). Within ten but in any event within fifteen (1015) days of after the receipt of the Demand Registration Request, VPI shall give written Requisite Holders’ notice) notice to all other Stockholders of such request and of such other Stockholders’ rights to have their Registrable Securities included in such Demand Registration. 2.1.2 Upon the request of any such Stockholder made within fifteen (15) days after the receipt by such Stockholder of the notice given pursuant to Section 2.1.1 (which request shall specify the Registrable Securities intended to be included in such Demand Registration by such Stockholder and the intended method or methods of disposition thereof), the Company will use its reasonable best efforts to effect the registration of all other Founding Stockholders Shares which the Company has been so requested to register pursuant to this Section 2.1.2. 2.1.3 Prepare and shall, file as soon as practicable practicable, but in no event later than 45 sixty (60) days after from the Demand date notice is received from the Requisite Holders a Registration RequestStatement with the Securities and Exchange Commission (“SEC”) on Form S-1, file or other appropriate forms available for use by the Company, and use its reasonable best efforts to cause such Registration Statement to become effective in order that the Stockholders may sell the Shares in accordance with the proposed plan of distribution. 2.1.4 Prepare and file with the SEC such amendments and supplements to such Registration Statement and the prospectus used in connection therewith including any preliminary prospectus or supplemental or amended prospectus (the “Prospectus”) as may be necessary to keep such Registration Statement continuously effective and to comply with the provisions of the Securities Act with respect to the offer of the Shares during the period required for distribution of the Shares, which period shall not be in excess of the earlier of (i) nine (9) months from the effective date of such Registration Statement, and (ii) the sale or other disposition of all Shares covered by such Registration Statement. 2.1.5 Furnish to each Stockholder such number of copies of the Prospectus (including any preliminary prospectus or supplemental or amended prospectus) as such Stockholder may reasonably request in order to facilitate the sale and distribution of the Shares. 2.2 Notwithstanding the foregoing, if the Company shall furnish to each Stockholder that requested such Demand Registration a certificate signed by the President of the Company stating that, in the good faith judgment of the board of directors of the Company, it would be detrimental to the Company and its stockholders for such Registration Statement to be filed and it is therefore essential to defer the filing of such Registration Statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Requisite Holders; provided, however, that the Company may not utilize this right (or any comparable right under the Oak Valley Registration Rights Agreement or any other registration statement covering all shares requested rights or similar agreement) with respect to a Demand Registration request under Section 2 or any demand registration request pursuant to the Oak Valley Registration Rights Agreement or any such other agreement more than once in any twelve (12) month period. 2.3 The right of each Stockholder to require the Company to register Shares pursuant to the provisions of this Section 2 shall be subject to the condition that if a request for a Demand Registration is made within sixty (60) days prior to the conclusion of the Company’s then current fiscal year, the Company shall have the right to delay the filing of the Registration Statement until the Company files with the SEC its audited financial statements for such fiscal year. 2.4 If the Requisite Holders intend to distribute the Registrable Securities covered by the notice pursuant to Section 2.1 by means of an underwriter, the Requisite Holders shall so advise the Company as a part of the notice made pursuant to Section 2.1 and provide the name of the managing underwriter or underwriters that the Requisite Holders propose to engage in connection with the proposed public offering. If the managing underwriter of such underwritten offering shall inform the Company and the Stockholders requesting that their Shares be registered pursuant to this Section 17.2. VPI shall 2 by letter of its belief that the amount of Shares requested to be obligated included in such registration exceeds the amount that can be sold in (or during the time of) such offering within a price range acceptable to effect only one Demand Registration for all Founding the Requisite Holders, then the Company will include in such registration such amount of Shares that the Company is so advised can be sold in (or during the time of) such offering prorata on the basis of the amount of such Shares so proposed to be sold and so requested to be included by the Stockholders. Notwithstanding All Shares requested to be included in the foregoing paragraphregistration by Stockholders will be given priority over the inclusion of shares of Earthstone Common Stock requested for inclusion by any Additional Holders. 2.5 A registration shall not be deemed to have been effected (i) unless a Registration Statement has been declared effective by the SEC and remained effective for the period specified in Section 2.1.5, following the Demand Registration Request (ii) if, after it has become effective, such registration is terminated by a majority of VPI's disinterested directors (i.e.stop order, directors who have not demanded injunction or elected to sell shares in any such public offering) may defer the filing other order 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 SEC or other governmental agency or court prior to the Demand Registration Request VPI has fixed plans time period specified in Section 2.1.5, or (iii) if the conditions to file within 60 days after receipt closing specified in any purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied for any reason, other than as a result of the Demand voluntary termination of such offering by the Requisite Holders or any failure by the Requisite Holders to satisfy or perform the conditions or covenants on their part to be satisfied or performed. 2.6 The Stockholders acknowledge that certain Additional Holders may, subject to compliance with the provisions of the Oak Valley Registration Request a Rights Agreement, have piggy-back registration statement covering rights with respect to shares of Earthstone Common Stock owned by such Additional Holders, and the sale Stockholders will cooperate with the Company and such Additional Holders in connection with the exercise of any of its securities in a public offering under the 1933 Act, no such piggy-back 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 hereofrights.

Demand Registration Rights. At any time after the date two years one year -------------------------- after the Closing Date, the holders of a majority of the Stockholders holding shares of VPI HDS Stock issued to the Founding Stockholders pursuant Stockholder prior to this Agreement and the Other Agreements Closing Date 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 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 average closing price on the five days prior to 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-day period if such deferral is deemed by such directors of up to be in the best interests of VPIthirty (30) days. 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 filed under this Section 17.2 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 1 hereof.

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 Company or its 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 period. If, at the best interests time of VPI. If immediately prior to the any request for a Demand Registration Request VPI Registration, 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 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.this

Demand Registration Rights. At 5 (a) Subject to the provisions hereof, GC LLC Holder at any time after may request registration for resale under the date two years after Securities Act of all or part of Registrable Shares (a “Demand Registration”) held by GC LLC Holder and, at GC LLC Xxxxxx’s sole discretion, Registrable Shares held by any other Holder by giving written notice thereof to the Closing DateCompany, which request will specify the holders number 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 Shares to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request offered by GC LLC Holder and, if included in writing (the "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 17.22(a), the number of shares of Registrable Shares to be offered by any other 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 415 promulgated under the Securities Act). VPI shall Subject to Sections 2(c) and 2(e) below and the last sentence of this Section 2(a), the Company will use commercially reasonable efforts (i) to file a Resale Registration Statement (which will be obligated a “shelf” Resale Registration Statement under Rule 415 promulgated under the Securities Act if requested pursuant to effect only one Demand GC LLC Xxxxxx’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 60 days in the case of a registration on Form S-11 or such other appropriate form) after GC LLC Holder’s’ request therefor, and (ii) to cause such Resale Registration for all Founding StockholdersStatement to be declared effective by the SEC as soon as reasonably practicable thereafter. Notwithstanding the foregoing paragraphforegoing, following the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have Company will not demanded or elected be required 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 effect 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 pursuant to this Section 17.2 until 90 2(a): (i) with respect to securities that are not Registrable Shares, or (ii) within 180 days after the effective date of a prior Demand Registration (other than any such registration unless VPI on Form S-3) in respect of the Company’s Common Shares. If permitted under the Securities Act, such Resale Registration Statement will be one that is no longer proceeding diligently automatically effective upon filing. Notwithstanding anything to effect the contrary contained in this Section 2(a), if at the time the Company receives a request for a Demand Registration, the Company has an effective shelf registration statement, the Company may include all or part of the Registrable Shares covered by such request in such registration statement, including by virtue of including the Registrable Shares in a prospectus supplement to such shelf registration statement and filing such prospectus supplement pursuant to Rule 424(b)(7) under the Securities Act (in which case event, the delay contemplated by Company 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 applicable); provided that VPI shall provide the Founding Stockholders the right deemed to participate in such public offering pursuant to, and subject to, Section 17.1 hereofbe a Resale Registration Statement for purposes of this Agreement.

Demand Registration Rights. At If SAVVIS shall at any time after the date two years after the Closing Effective Date, be requested by WCAS, Reuters, a Constellation Entity, any Other Investor (other than a Constellation Entity) constituting an Eligible Investor or the holders of a majority at least 25% of the Covered Warrant Common Shares (other than Covered Warrant Common Shares issued or issuable upon exercise of the Constellation Warrants) in a writing that states the number of shares of VPI Restricted 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 and the intended method of disposition thereof (each such written request, a "DEMAND NOTICE"), to effect a registration under Rule 144(k) (the Securities Act of all 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 portion of the shares of VPI Restricted Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders person or issuable upon conversion of Preferred Stock or upon exercise of Warrants or Constellation Warrants then held by such person, SAVVIS shall immediately notify in writing (each such notice, a "Demand RegistrationDEMAND FURTHER NOTICE"). Within ten ) each other Investor (10other than the requesting Investor) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders proposed registration and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and shall use its reasonable best efforts to register under the Securities Act (each such registration, a "DEMAND REGISTRATION"), for public sale in accordance with the method of disposition specified in such Demand Notice, the number of shares of Restricted Stock specified in such Demand Notice (plus the number of shares of Restricted Stock specified in any written requests for registration of shares of Restricted Stock that are received from other Investors (other than the requesting Investors) within 30 days after receipt by such other Investors of a Demand Further Notice). Notwithstanding anything to the contrary contained herein, SAVVIS shall not be obligated pursuant to this paragraph (a) to file and cause to become effective a registration statement covering all shares (i) more than two Demand Registrations in the aggregate requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only by WCAS or its Permitted Transferees, two Demand Registrations in the aggregate requested by Reuters or its Permitted Transferees, two Demand Registrations in the aggregate requested by the Constellation Entities or their Permitted Transferees, two Demand Registrations in aggregate requested by Other Investors (other than the Constellation Entities) constituting Eligible Investors, and one Demand Registration for all Founding Stockholders. Notwithstanding by holders of the foregoing paragraph, following Covered Warrant Common Shares (other than Covered Warrant Common Shares issued or issuable upon exercise of the Constellation Warrants) or (ii) any Demand Registration Request with a majority proposed aggregate offering price 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 hereofless than $25.0 million."

Demand Registration Rights. At (a) If (x) at any time prior to the earlier of the fifth anniversary of the date hereof or the 180th day following the consummation of the Initial Public Offering (the earlier of such dates, the "DEMAND DATE"), Parent shall receive a written request (a "REQUEST") from one or more Stockholder(s) holding Shares representing at least a majority of all the then-outstanding shares of Common Stock of Parent or (y) at any time after the date two years Demand Date, Parent shall receive a Request from one or more Stockholders holding Shares representing over 18% (or, at any time after the Closing Date, the holders of a majority fourth anniversary of the date hereof, 10%) of all the then-outstanding shares of VPI Common Stock issued of Parent (excluding from such calculation, however, a number of Shares held by such Initiating Stockholders (as defined below) equal to the Founding number of Shares acquired by such Stockholders after the date hereof (other than pursuant to this Agreement stock dividends, stock splits or similar transactions affecting all stockholders of Parent proportionately)), in either case to register Registrable Shares owned by such Stockholder(s) totaling at least 5% of the then-outstanding shares of Common Stock, which request shall specify the intended method of disposition thereof, Parent shall promptly give notice of such request to the other Stockholders and the Other Agreements which have not been previously registered or sold thereupon shall (i) prepare 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 (A) the registration of up to all number of the Registrable Shares which are the subject of such request, (B) all unissued shares of VPI Common Stock issued which Parent has elected to register for itself and (C) all other Registrable Shares which the STOCKHOLDERS Stockholders shall have requested Parent to register pursuant to Section 5.2 and (ii) use its commercially reasonable efforts to cause such registration statement to become effective. The managing underwriter of an offering pursuant to this Agreement subparagraph (a) shall be selected by the Stockholders initiating the Request (the "INITIATING Stockholders") and shall be reasonably acceptable to Parent. (b) A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected for purposes of Section 5.1(d): (i) if it has become effective and remains effective in compliance with the provisions of the Securities Act but less than 50% of all Registrable Shares listed in the Request to be included in such registration statement have been disposed of in accordance with the intended methods of disposition thereof set forth in such registration statement (other than primarily as a result of acts or omissions of the Initiating Stockholders or any authorized agent thereof); (ii) if, before the registration statement has been declared effective by the Commission, such registration statement has theretofore been filed with the Commission, and is withdrawn at the request of the Initiating Stockholder(s), and the Other Agreements Initiating Stockholder(s) elect to bear their own expenses and reimburse Parent for all out-of-pocket expenses incurred by it attributable to the attempted registration of such Registrable Shares; or (iii) if, after it has become effective, the offering of the Registrable Shares pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other Governmental Body (for any reason not attributable to Parent or any of its Affiliates). If a registration statement filed by Parent at the request of the Initiating Stockholder(s) pursuant to this Section 5.1 is withdrawn at the initiative of Parent, then the Initiating Stockholder(s) shall not be deemed to have exercised a right to require Parent to register Registrable Shares pursuant to this Section 5.1. (c) If a demand registration pursuant to this Section 5.1 involves an underwritten offering and the managing underwriter advises Parent in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of Parent which are not Registrable Shares) exceeds the maximum number of securities which can be sold in such offering without having an adverse effect on the offering of securities (including the price at which such securities could be offered) (the "MAXIMUM NUMBER"), Parent will include in such registration shares of Common Stock as follows: (i) first, the number of Registrable Shares requested to be registered by the Initiating Stockholder(s) pursuant to this Section 5.1 and the number of Registrable Shares requested to be registered by any other Stockholder(s) pursuant to Section 5.2, provided that if such amounts exceed the Maximum Number, such Registrable Shares shall be allocated amongst the Initiating Stockholder(s) and such other Stockholder(s) in proportion to their respective holdings of Shares at such time (up to the maximum amount requested by each); (ii) second, the number of shares requested to be registered by any other holders of capital stock of Parent having equivalent rights under similar agreements, pro rata in accordance with the number of shares so requested to be registered; and (iii) third, the number of shares proposed to be sold by Parent. Notwithstanding the foregoing, AI LLC agrees for the benefit of Northrop Grumman that, unless Northrop Grumman has been given an opportunity to register all of its Priority Shares (as defined below) in connection with a prior registration initiated by Parent, in connection with AI LLC's first Request following the Demand Date (the "FIRST POST-IPO REQUEST"), Parent will include in such registration shares of Common Stock as follows: (A) first, the number of Registrable Shares requested to be registered by Northrop Grumman pursuant to Section 5.2 up to that number of Shares (the "PRIORITY SHARES") that, if sold alone, would result in Northrop Grumman holding a number of Shares equal to the number of Shares held by AI LLC at such Founding time multiplied by a fraction equal to 0.249525717 (i.e., the number of Shares held by Northrop Grumman as of the date hereof (17,000,000) divided by the number of Shares held by AI LLC as of the date hereof (68,129,250)); provided that if Northrop Grumman has been given a prior opportunity to register at least a portion of such Priority Shares pursuant to a prior registration initiated by Parent, such number of Shares shall be reduced by the number of Shares with respect to which such opportunity has been provided; (B) second, the number of Registrable Shares requested to be registered by AI LLC pursuant to this Section 5.1 and the number of additional Registrable Shares requested to be registered by Northrop Grumman pursuant to Section 5.2, and if such amounts, when taken together with the amount referred to in clause (A), exceed the Maximum Amount, then such requests shall be allocated in proportion to AI LLC's and Northrop Grumman's respective holdings of Shares at such time (but after giving effect to the transfer of Priority Shares contemplated by clause (A) above) (up to the maximum amount requested by each); (C) third, the number of shares requested to be registered by other holders of capital stock of Parent having equivalent rights under similar agreements, pro rata in accordance with the number of shares so requested to be registered; and (D) fourth, the number of shares proposed to be sold by Parent. AI LLC agrees for the benefit of Northrop Grumman that, unless (1) Northrop Grumman has been given a prior opportunity to register its Priority Shares pursuant to a prior registration initiated by Parent or (2) otherwise agreed by AI LLC and Northrop Grumman, it will make a Request following the expiration of the applicable lock-up period under Section 5.6 following the IPO Effectiveness Date and on or before March 31, 2005 and will provide Northrop Grumman with an opportunity to register its Priority Shares in connection therewith. (d) Subject to subparagraph (b) of this Section 5.1, the obligation of Parent under this Section 5.1 shall be limited to six registration statements (which number shall include, for the avoidance of doubt, any Request made or deemed made in connection with the Initial Public Offering) for any Initiating Stockholder and its Affiliates. Subject to the election of the Initiating Stockholder to pay certain expenses pursuant to Section 5.1(b), Parent shall pay the expenses described in Section 5.4 in connection with any registration statement filed pursuant to this Section 5.1. (e) Initiating Stockholders shall be permitted to request that any registration under this Section 5.1 be made under Rule 415 under the Securities Act (a the "Demand RegistrationSHELF REGISTRATION"). Within ten (10) days Parent shall use its commercially reasonable efforts to keep the Shelf Registration continuously effective for two years or until such date on which there are no Registrable Securities covered by such registration. During the period during which the Shelf Registration is effective, Parent shall supplement or make amendments to the Shelf Registration, if required by the Securities Act or if reasonably requested by the Initiating Stockholders or an underwriter of the receipt Registrable Securities, including to reflect any specific plan of the Demand Registration Requestdistribution or method of sale, VPI and shall give written notice of use its reasonable best efforts to have such request to all other Founding Stockholders supplements and shallamendments declared effective, if required, 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. filing. (f) Notwithstanding the foregoing paragraphprovisions of this Section 5.1, following if the Demand Registration Request managing underwriter, the Commission, the Securities Act or the form on which the registration statement is to be filed with respect to a majority requested registration would require the conduct of VPI's disinterested directors (i.e.an audit other than the regular audit conducted by Parent at the end of its fiscal year, 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 requested pursuant 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 may be delayed until 90 days after the effective date completion 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 hereofregular audit.

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 The Holder shall be entitled to request that the Warrant Stock be sold under Rule 144(k) (or any similar or successor provision) promulgated registered 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 Act. The Holder shall obtain an underwriter 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 Company shall, as soon as practicable but in no event later than 45 days after the Demand Registration Requestreceipt of a written request for registration, file file, and use its best efforts to cause to become effective a effective, an appropriate registration statement under the 1933 Act covering all shares requested the Warrant Stock, provided that in the opinion of the Company's counsel, no events preclude such registration. The Company may postpone for a reasonable period of time (not to exceed 90 days) the filing of any registration statement otherwise required to be registered prepared and filed by it pursuant to this Section 17.2if, at the time it receives a request for registration: (1) the Company is conducting or about to conduct an offering of its securities and the Company is advised by its investment banker that such offering would be affected adversely by the registration so demanded and the Company shall have furnished to the Holder seeking a demand registration a certificate signed by the President of the Company to that effect; (2) the Board of Directors of the Company shall determine in good faith that such offering will interfere with a pending or contemplated financing, (3) the Board of Directors of the Company shall determine in good faith that the disclosures required in connection with registration of the Warrant Stock might adversely affect the business or prospects of the Company and the Company shall have furnished to the Holder seeking a demand registration a certificate signed by the President of the Company to the effect, accompanied by a certified copy of the relevant board resolutions. VPI In the event that the Holder demands registration pursuant to this Section 9.2 within the six months immediately prior to expiration of this Warrant, and the Company, through no fault of the Holder, is unable to provide such registration, the expiration date of this Warrant shall be obligated extended until the 30th day after a registration statement for the Warrant Stock is declared effective. The Holder's right to effect demand registration pursuant to this Section 9.2 may be exercised only one Demand Registration for all Founding Stockholders. Notwithstanding time prior to expiration of the foregoing paragraphWarrant; provided, following however, that the Demand Registration Request a majority of VPI's disinterested directors (i.e., directors who have right shall not demanded or elected to sell shares in any such public offering) may defer the filing of be deemed exhausted unless the registration statement for a 60-day period if such deferral is deemed by such directors covering so much of the Warrant Stock as Holder and its assigns wish to be in the best interests of VPI. If immediately prior sell pursuant 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 hereofbecomes effective.

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. At The Company covenants and agrees with the Representatives 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 Date, 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 Representative or its designees, made at any time within the period commencing one (1) year and ending five (5) 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 Effective 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 fees of counsel and sales commissions for such Holders), no more than once, a post-effective amendment (the "Amendment") to the Company's Registration Request Statement on Form S-1, Registration No. 333-42387 as filed with the Securities and Exchange Commission on December 16, 1997 or a new registration statement covering the sale of any of its securities in a public offering on an appropriate form under the 1933 Act, no registration registering or qualifying the Registrable Securities for sale in accordance with the intended method of sale or other disposition described in such request. 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 and offering to include the Registrable Securities of 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 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 file and cause such Amendment or registration statement to become effective as promptly as practicable (but in any event within 90 days of the initial filing of such Amendment or registration statement) and for a period of nine (9) months thereafter to reflect in the Amendment or registration 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 or material change in the information set forth in the Amendment or registration statement to enable any Holders of the Warrants to sell such Registrable Securities. 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 (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 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 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.

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 Company or its 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 period. If, at the best interests time of VPI. If immediately prior to the any request for a Demand Registration Request VPI Registration, 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. 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 -63- 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 (a) REGISTRATION ON REQUEST. (i) Commencing on August 20, 2001, if the date two years after MSVP Investors desire to effect the Closing Dateregistration under the Securities Act of outstanding Registrable Common Shares, the holders MSVP Investors may make a written request that the Company effect such registration; PROVIDED that such registration (A) covers at least 20% of a majority the Registrable Common Shares beneficially owned by the MSVP Investors immediately following the closing under the Second Series C Purchase Agreement or (B) is expected to result in an aggregate price to the public of not less than 20% of the aggregate purchase price paid by the MSVP Investors to acquire shares of capital stock of the Company (including without limitation the shares of VPI Stock issued Common Stock) pursuant to the Founding Stockholders Series A Stock Purchase Agreement and the Series C Purchase Agreements. Each such request will specify the number of shares of Registrable Common Shares proposed to be sold and will also specify the intended method of disposition thereof. The Company will use its reasonable best efforts to effect, as promptly as practicable, the registration under the Securities Act of the Registrable Common Shares which the Company has been so requested to register by such MSVP Investors pursuant to this Section 2.1(a)(i), to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Common Shares so to be registered. (ii) Commencing on August 20, 2001, if Cisco desires to effect the registration under the Securities Act of outstanding Registrable Common Shares, Cisco may make a written request that the Company effect such registration; PROVIDED that such registration (A) covers at least 20% of the Registrable Common Shares beneficially owned by Cisco immediately following the closing under the Note Purchase Agreement (determined on an as-converted basis) or (B) is expected to result in an aggregate price to the public of not less than 20% of the aggregate purchase price paid by Cisco to acquire shares of capital stock of the Company pursuant to the Series B Purchase Agreement and the Other Agreements which have not been previously registered or sold and which are not entitled Series C Note pursuant to the Note Purchase Agreement. Each such request will specify the number of Registrable Common Shares proposed to be sold under Rule 144(k) (or any similar or successor provision) promulgated and will also specify the intended method of disposition thereof. The Company will use its reasonable best efforts to effect, as promptly as practicable, the registration under the 1933 Securities Act of the Registrable Common Shares which the Company has been so requested to register by Cisco pursuant to this Section 2.1(a)(ii), to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Common Shares so to be registered. (iii) Commencing on August 20, 2001, if the KPMG Investors desire to effect the registration under the Securities Act of outstanding Registrable Common Shares, the KPMG Investors may make a written request that the Company effect such registration; PROVIDED that such registration (A) covers at least 20% of the Registrable Common Shares beneficially owned by the KPMG Investors immediately following the closing under the Series D Purchase Agreement or (B) is expected to result in writing an aggregate price to the public of not less than 20% of the aggregate purchase price paid by the KPMG Investors to acquire shares of Series D Preferred Stock of the Company pursuant to the Series D Purchase Agreement. Such request will specify the number of shares of Registrable Common Shares proposed to be sold and will also specify the intended method of disposition thereof. The Company will use its reasonable best efforts to effect, as promptly as practicable, the registration under the Securities Act of the Registrable Common Shares which the Company has been so requested to register by such KPMG Investors pursuant to this Section 2.1(a)(iii), to the extent necessary to permit the disposition (in accordance with the "Demand Registration Request"intended methods thereof as aforesaid) that VPI of the Registrable Common Shares so to be registered. (iv) Notwithstanding Sections 2.1(a)(i), (ii) and (iii), (A) the Company shall not be obligated to 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 Section 2.1 until 180 days after the consummation of the Company's initial public offering of its equity securities, provided that such limitation shall not apply to any such demand made on or after June 30, 2005; (B) the Company shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 2.1 at any time during the six-month period immediately following the effective date of another registration statement filed by the Company (other than a registration statement on Form S-4 or Form S-8 or any successor or similar form); (C) the Company shall not be obligated to file pursuant to this Section 2.1 more than (w) two registration statements on Form S-1 or S-2 initiated by the MSVP Investors, (x) two registration statements on Form S-1 or S-2 initiated by Cisco, (y) one registration statement on form S-1 or S-2 initiated by the KPMG Investors and (z) during any consecutive twelve-month period, two registration statements on Form S-3 (or any successor form) initiated by the Other Agreements then held MSVP Investors, two registration statements on Form S-3 (or any successor form) initiated by Cisco and one registration statement on Form S-3 (or any successor form) initiated by the KPMG Investors, it being understood that the aggregate price to the public with respect to each such Founding Stockholders registration statement on Form S-3 must be expected to be not less than $1 million; and (D) if the Board of Directors of the Company determines in its good faith reasonable judgment that the Company should not file any registration statement otherwise required to be filed pursuant to Section 2.1(a) or should withdraw any such previously filed registration statement because the Company is engaged in or in good faith plans to engage in any financing, acquisition or other material transaction which would be adversely affected by the filing or maintenance of a registration statement otherwise required to be filed or maintained pursuant to this Section 2.1 or that the Company is in the possession of material nonpublic information required to be disclosed in such registration statement or an amendment or supplement thereto, the disclosure of which in such registration statement would be materially disadvantageous to the Company (a "Demand RegistrationDISADVANTAGEOUS CONDITION"). Within ten , the Company shall be entitled to postpone for the shortest reasonable period of time (10) but not exceeding 180 days from the date of the receipt determination), the filing of such registration statement or, if such registration statement has already been filed, may withdraw such registration statement and shall promptly give the Demand Registration Request, VPI shall give Investors written notice of such request to all other Founding Stockholders determination, containing a general statement of the reasons for such postponement and shall, as soon as practicable but in no event later than 45 days after an approximation of 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 17.2anticipated delay. 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 so postpone the filing or effect the withdrawal of the registration statement statement, the Investors who made the request for a 60-day period if such deferral is deemed registration shall have the right to withdraw the request for registration by such directors to be in the best interests of VPI. If immediately prior giving written notice to the Demand Registration Request VPI has fixed plans to file Company within 60 30 days after receipt of the Demand Registration Request notice of postponement. The Company's right to delay a request for registration or to withdraw a registration statement pursuant to this Section 2.1 may not be exercised more than once in any one-year period. As promptly as practicable after the receipt of a registration request hereunder, the Company shall notify the Investors of any other Person requesting shares of Common Stock to be included therein and the number of shares of Common Stock requested to be included therein. The Investors that made the registration request may, at any time prior to the effective date of the registration statement relating to such registration, subject to Section 2.1(e), revoke such request, without liability to any other Person, by providing a written notice to the Company revoking such request. If the Company determines to take any action pursuant to clause (D) above, the Company shall deliver a notice to the Investors to such effect. Upon the receipt of any such notice, such Investors shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by the Company, shall deliver to the Company all copies of the prospectus then covering such Registrable Common Shares current at the time of receipt of such notice (or, if no registration statement has yet been filed, all drafts of the prospectus covering such Registrable Common Shares). If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify the Investors to such effect. If any registration statement shall have been withdrawn, the Company shall, if requested by the Investors who made the request for registration, at such time as it is possible or, if earlier, at the end of the 180-day period following such withdrawal, file a new registration statement covering the sale of any of its securities in a public offering under Registrable Common Shares that were covered by such withdrawn registration statement, and 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 to effect statement shall be maintained for such time as may be necessary so that the period of effectiveness of such new registration (in statement, when aggregated with the period during which case the delay contemplated such withdrawn registration statement was effective, if any, shall be such time as may be otherwise required 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 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. -66- 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. (a) At any time after following an Initial Public Offering, Time may request that the date two years after the Closing Date, the holders of Corporation effect a majority registration of the shares of VPI Stock issued owned by Time at such time, provided that no registration shall be made for fewer than all Time's remaining Stock unless the expected offering price for such Stock is greater than $10,000,000 (a "Time Demand"). Upon receipt of a Time Demand, the Corporation shall, within five days thereof, provide written notice to Stewxxx, Xxxxxxx xxx KPCB of such request, and shall, subject to the Founding Stockholders pursuant limitations set forth in Section 3.1(e), use its best efforts to this Agreement effect such a registration as soon as practicable and in any event to file within 75 days of 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 receipt of such request in writing (the "Demand Registration Request") that VPI file a registration statement under the 1933 Act covering all the shares of Stock proposed to be registered by Time, as well as any shares requested to be included in such registration by KPCB, Stewxxx xxx/or Patrxxx xxxhin 20 days of receipt by each of KPCB, Stewxxx xxx Patrxxx xx the notice described in this sentence, to cause such registration statement to become effective and to maintain the effectiveness of such registration statement for no less than 180 days, provided that such 180-day period may be suspended if, in the good faith judgment of the Board such registration would require premature disclosure of material information relating to a pending corporate development, in which case upon announcement of such material information the Corporation shall reinstate the effectiveness thereof for the remaining number of days; provided that in the event such effectiveness is not reinstated within 30 days of its suspension, Time shall have the option of withdrawing its demand. In the event that the Time Demand contemplates a distribution by means of an underwriting, Time shall so advise the Corporation as part of the Time Demand, and the right of KPCB, Stewxxx xxx Patrxxx xx include in such registration any shares of Stock owned by KPCB, Stewxxx (xx any of its Affiliates) or Patrxxx, xx the case may be, shall be conditioned upon KPCB's, Stewxxx'x xx Patrick's participation in the underwriting. Notwithstanding the foregoing, if the underwriter advises Time and the Corporation in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares owned by KPCB, Stewxxx (xx any of its Affiliates) and Patrxxx xx be included will be reduced, on a pro rata basis, in accordance with the underwriter's notice. Upon receipt of a Time Demand, the Corporation shall advise Time of any non-public information that the Corporation believes may be required to be disclosed during the offering period (whether as part of the registration of up statement or otherwise). Subject to all Section 3.4, the Corporation shall not be obligated to effect more than two registrations pursuant to a Time Demand. (b) At any time following an Initial Public Offering, KPCB may request that the Corporation effect a registration of the shares of VPI Stock issued to owned by KPCB at such time, provided that no registration shall be made for fewer than all KPCB's remaining Stock unless the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by expected offering price for such Founding Stockholders Stock is greater than $10,000,000 (a "Demand RegistrationKPCB Demand"). Within ten Until the first anniversary of the Initial Public Offering, in the event that KPCB exercises a KPCB Demand (10) which shall be subject to Section 4.3 of the LLC Interest Purchase Agreement), the Corporation shall promptly provide written notice of KPCB's Demand to Time, and Time shall be entitled to exercise a Time Demand during the pendency of the registration statement process for the KPCB Demand without regard to the limitation set forth in Section 3.1(e)(A)(ii). Upon receipt of a KPCB Demand, the Corporation shall, within five days thereof, provide written notice to Time, Stewxxx xxx Patrxxx xx such request, and shall, subject to the limitations set forth in Section 3.1(e), use its best efforts to effect such a registration as soon as practicable and in any event to file within 75 days of the receipt of such request a registration statement under the 1933 Act covering all the shares of Stock proposed to be registered by KPCB, as well as any shares requested to be included in such registration by Time, Stewxxx xx Patrxxx xxxhin 20 days of receipt by each of Time, Stewxxx xxx Patrxxx xx the notice described in this sentence, to cause such registration statement to become effective and to maintain the effectiveness of such registration statement for no less than 180 days, provided that such 180-day period may be suspended if, in the good faith judgment of the Board such registration would require premature disclosure of material information relating to a pending corporate development, in which case upon announcement of such material information the Corporation shall reinstate the effectiveness thereof for the remaining number of days; provided that in the event such effectiveness is not reinstated within 30 days of its suspension, KPCB shall have the option of withdrawing its demand. In the event that the KPCB Demand Registration Requestcontemplates a distribution by means of an underwriting, VPI KPCB shall give so advise the Corporation as part of the KPCB Demand, and the right of Time, Stewxxx xxx Patrxxx xx include in such registration any shares of Stock owned by Time, Stewxxx (xx any of its Affiliates) or Patrxxx, xx the case may be, shall be conditioned upon Time's, Stewxxx'x xx Patrick's participation in the underwriting. Notwithstanding the foregoing, if the underwriter advises KPCB and the Corporation in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares owned by Time, Stewxxx (xx any of its Affiliates) and Patrxxx xx be included will be reduced, on a pro rata basis, in accordance with the underwriter's notice. Upon receipt of a KPCB Demand, the Corporation shall advise KPCB of any non-public information that the Corporation believes may be required to be disclosed during the offering period (whether as part of the registration statement or otherwise). Subject to Section 3.4, the Corporation shall not be obligated to effect more than two registrations pursuant to a KPCB Demand. KPCB's rights under this Article shall also be subject to the limitations on transfer set forth in the LLC Interest Purchase Agreement and related Warrant. (c) At any time following an Initial Public Offering, Stewxxx xxx request that the Corporation effect a registration of shares of Stock owned by it (or any of its Affiliates) at such time, provided that the expected offering price for such shares of Stock is not less than $10,000,000, provided, however, that (i) Stewxxx xxxll be permitted to demand a registration for a number of shares equal to 6.27% or more of the number of shares of Stock that were outstanding immediately prior to the Initial Public Offering if the expected offering price of such shares is greater than $5,000,000 (a "Stewxxx Xxxand") and (ii) Stewxxx xxxll not be permitted to make a Stewxxx Xxxand within 90 days of the completion of any offering pursuant to a Time Demand. Upon receipt of a Stewxxx Xxxand, the Corporation shall, within five days thereof, provide written notice of to Time, KPCB and Patrxxx xx such request to all other Founding Stockholders request, and shall, as soon as practicable but subject to the limitations set forth in no event later than 45 days after the Demand Registration RequestSection 3.1(e), file and use its best efforts to cause effect such a registration as soon as practicable and in any event to become effective file within 75 days of the receipt of such request a registration statement under the 1933 Act covering all the shares of Stock proposed to be registered by Stewxxx, xx well as any shares requested to be registered pursuant included in such registration by Time, KPCB and/or Patrxxx xxxhin 20 days of receipt by each of Time, KPCB and Patrxxx xx the notice described in this sentence, to this cause such registration statement to become effective and to maintain the effectiveness of such registration statement for no less than 180 days, provided that such 180-day period may be suspended if, in the good faith judgment of the Board such registration would require premature disclosure of material information relating to a pending corporate development, in which case upon announcement of such material information, the Corporation shall reinstate the effectiveness thereof for the remaining number of days, provided that in the event such effectiveness is not reinstated within 30 days of its suspension, Stewxxx xxxll have the option of withdrawing its demand. In the event that the Stewxxx Xxxand contemplates a distribution by means of an underwriting, Stewxxx xxxll so advise the Corporation as part of the Patrxxx Xxxand, and the right of Time, KPCB and Patrxxx xx include in such registration any shares of Stock owned by Time, KPCB or Patrxxx, xx the case may be, shall be conditioned upon Time's, KPCB's or Patrick's participation in the underwriting. Notwithstanding the foregoing, if the underwriter advises Stewxxx xxx the Corporation in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares owned by Time, KPCB and Patrxxx xx be included will be reduced, on a pro rata basis, in accordance with the underwriter's notice. Upon receipt of a Stewxxx Xxxand, the Corporation shall advise Stewxxx xx any non-public information that the Corporation believes may be required to be disclosed during the offering period (whether as part of the registration statement or otherwise). Subject to Section 17.2. VPI 3.4, the Corporation shall not be obligated to effect only one Demand Registration more than four registrations pursuant to a Patrxxx Xxxand. (d) At any time following an Initial Public Offering, Patrxxx xxx xxxuest that the Corporation effect a registration of shares of Stock owned by her at such time, provided that no registration shall be made for fewer than all Founding StockholdersPatrick's remaining Stock unless the expected offering price for such shares of Stock is greater than $10,000,000 (a "Patrxxx Xxxand"). Upon receipt of a Patrxxx Xxxand, the Corporation shall, within five days thereof, provide written notice to Time, KPCB and Stewxxx xx such request, and shall, subject to the limitations set forth in Section 3.1(e), use its best efforts to effect such a registration as soon as practicable and in any event to file within 75 days of the receipt of such request a registration statement under the 1933 Act covering all the shares of Stock proposed to be registered by Patrxxx, xx well as any shares requested to be included in such registration by Time, KPCB and/or Stewxxx xxxhin 20 days of receipt by each of Time, KPCB and Stewxxx xx the notice described in this sentence, to cause such registration statement to become effective and to maintain the effectiveness of such registration statement to become effective and to maintain the effectiveness of such registration statement for no less than 180 days, provided that such 180-day period may be suspended if, in the good faith judgment of the Board such registration would require premature disclosure of material information relating to a pending corporate development, in which case upon announcement of such material information, the Corporation shall reinstate the effectiveness thereof for the remaining number of days, provided that in the event such effectiveness is not reinstated within 30 days of its suspension, Patrxxx xxxll have the option of withdrawing her demand. In the event that the Patrxxx Xxxand contemplates a distribution by means of an underwriting, Patrxxx xxxll so advise the Corporation as part of the Patrxxx Xxxand, and the right of Time, KPCB and Stewxxx xx include in such registration any shares of Stock owned by Time, KPCB or Stewxxx, xx the case may be, shall be conditioned upon Time's, KPCB's or Stewxxx'x xxxticipation in the underwriting. Notwithstanding the foregoing paragraphforegoing, following if the Demand Registration Request underwriter advises Patrxxx xxx the Corporation in writing that marketing factors require a majority limitation of VPIthe number of shares to be underwritten, then the number of shares owned by Time, KPCB and Stewxxx xx be included will be reduced, on a pro rata basis, in accordance with the underwriter's disinterested directors notice. Upon receipt of a Patrxxx Xxxand, the Corporation shall advise Patrxxx xx any non-public information that the Corporation believes may be required to be disclosed during the offering period (i.e., directors who have not demanded or elected to sell shares in any such public offering) may defer the filing whether as part of the registration statement or otherwise). Subject to Section 3.4, the Corporation shall not be obligated to effect more than two registrations pursuant to a Patrxxx Xxxand. (e) The Corporation shall not be obligated to effect the filing of a registration statement pursuant to Section 3.1(a), (b), (c) or (d) hereof (A) (i) within 180 days following the effective date of a registration statement pertaining to the underwritten initial public offering of securities for the account of the Corporation; provided, however, that upon the written request of Time (which request shall be made no later than 151 days following completion of the Initial Public Offering), the Corporation shall file a 60-day period registration statement pursuant to Section 3.1(a) on the 181st day, or if such deferral day is deemed by such directors not a business day, the next business day thereafter, following completion of the Initial Public Offering, and (ii) during the 90 days following the effective date of any registration statement for any underwritten public offering or an offering with respect to be in which Time, KPCB, Stewxxx xx Patrxxx xxx piggyback rights; (B) if the best interests of VPI. If immediately prior Corporation has furnished to Time, KPCB, Stewxxx xx Patrxxx, xx the Demand Registration Request VPI has fixed plans to file case may be, within 60 30 days after receipt of a Time Demand, a KPCB Demand, a Stewxxx Xxxand or a Patrxxx Xxxand an opinion of counsel to the Demand Registration Request Corporation (which counsel and opinion are reasonably satisfactory to Time in the case of a registration statement covering Time Demand) to the effect that Time, KPCB, Stewxxx xx Patrxxx, xx the case may be, may effect the sale of any and distribution of its shares of Stock included in its request and in accordance with such party's intended method of distribution without the registration of such securities in a public offering under the 1933 Act; or (C) if the Corporation has furnished to Time, no registration KPCB, Stewxxx xx Patrxxx, xx the case may be, within 30 days after receipt of a Time Demand, a KPCB Demand, a Stewxxx Xxxand or a Patrxxx Xxxand a certificate signed by an executive officer of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 days after Corporation stating that, in the effective date good faith judgment of the Board such registration unless VPI is no longer proceeding diligently would require premature disclosure of material information relating to effect such registration (a pending corporate development or a special audit of the Corporation, in which case event the delay contemplated by this sentence would not be applicable); provided that VPI Corporation shall provide the Founding Stockholders have the right to participate defer the obligations contained in such public offering pursuant tothis Section 3.1 for a period of not more than 165 days (including the 75-day-period for filing the applicable registration statement) after receipt of the Time Demand, the KPCB Demand, the Stewxxx Xxxand or the Pat- rick Xxxand, and subject toprovided that the Corporation has not, Section 17.1 hereofin any twelve-month period, utilized the right in this clause (C) more than once.

Demand Registration Rights. At any time after the date two years after the Closing Date, the The holders of a majority of the shares of VPI Stock issued Registrable Securities may request, by written notice 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 (or any similar or successor provision) promulgated under the 1933 Act may request in writing (the a "Demand Registration RequestNotice") ), that VPI the Company file a registration statement under the 1933 Act covering the registration of up to registering for offering and sale all or a portion 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 (a "Demand Registration"). Within ten (10) days The Company will give notice of the its receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding the Stockholders that did not join in such request at the addresses for notice to them on Schedule I attached hereto, and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and will use its 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 Registration for all Founding Stockholders. Notwithstanding the foregoing paragraphfile, following the Demand Registration Request a majority of VPI's disinterested directors within forty-five (i.e., directors who have not demanded or elected to sell shares in any such public offering45) 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 initial request for registration, a registration statement on Form S-3 with the Commission covering all Registrable Securities owned by the sale of any Stockholders (the "Selling Stockholders") for which registration is requested by written notice given to the Company within fifteen (15) days after the Company gives notice of its securities receipt of a request for registration, subject to the Company's blackout rights described below. The Company will use its reasonable best efforts to cause such registration statement to be declared effective as soon thereafter as practicable. The Company will include in a public such registration statement provisions permitting the use of such registration statement and the related prospectus in connection with the offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock shall be initiated under this Section 17.2 until 90 such Registrable Securities for ninety (90) days after the effective date of such registration unless VPI is no longer proceeding diligently statement, subject to the Company's blackout rights described below. The Company agrees to keep such registration statement effective for such 90-day period and, after the expiration of such 90-day period, may deregister the Registrable Securities registered thereon that have not been sold. The Company will not be obligated to effect more than two (2) Demand Registrations in total and no more than one (1) Demand Registration during any 12-month period. Notwithstanding the preceding provisions of this section, a Demand Registration will be effected by the Company only if the Selling Holders have demanded the registration of an aggregate of one hundred thousand (100,000) or more shares of Registrable Securities. If a Demand Notice covers less than one hundred thousand (100,000) shares of Registrable Securities, such registration (in which case Demand Notice will be disregarded and the delay contemplated by this sentence would not be applicable); provided Company will give notice of that VPI shall provide fact to the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereofStockholders.

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 If SAVVIS shall at any time after the date two years after the Closing Effective Date, be requested by WCAS, a Moneyline Party, a Constellation Entity, any Other Investor (other than a Constellation Entity or a Moneyline Party) constituting an Eligible Investor or the holders of a majority at least 25% of the Covered Warrant Common Shares (other than Covered Warrant Common Shares issued or issuable upon exercise of the Constellation Warrants) in a writing that states the number of shares of VPI Restricted 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 and the intended method of disposition thereof (each such written request, a “Demand Notice”), to effect a registration under Rule 144(k) (the Securities Act of all 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 portion of the shares of VPI Restricted Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders person or issuable upon conversion of Preferred Stock or upon exercise of Warrants or Constellation Warrants then held by such person, SAVVIS shall immediately notify in writing (each such notice, a "“Demand Registration"). Within ten Further Notice”) each other Investor (10other than the requesting Investor) days of the receipt of the Demand Registration Request, VPI shall give written notice of such request to all other Founding Stockholders proposed registration and shall, as soon as practicable but in no event later than 45 days after the Demand Registration Request, file and shall use its reasonable best efforts to register under the Securities Act (each such registration, a “Demand Registration”), for public sale in accordance with the method of disposition specified in such Demand Notice, the number of shares of Restricted Stock specified in such Demand Notice (plus the number of shares of Restricted Stock specified in any written requests for registration of shares of Restricted Stock that are received from other Investors (other than the requesting Investors) within 30 days after receipt by such other Investors of a Demand Further Notice). Notwithstanding anything to the contrary contained herein, SAVVIS shall not be obligated pursuant to this paragraph (a) to file and cause to become effective a registration statement covering all shares (i) more than two Demand Registrations in the aggregate requested to be registered pursuant to this Section 17.2. VPI shall be obligated to effect only by WCAS or its Permitted Transferees, two Demand Registrations in the aggregate requested by the Moneyline Parties or their Permitted Transferees, two Demand Registrations in the aggregate requested by the Constellation Entities or their Permitted Transferees, two Demand Registrations in aggregate requested by Other Investors (other than the Constellation Entities and the Moneyline Parties) constituting Eligible Investors, and one Demand Registration for all Founding Stockholders. Notwithstanding by holders of the foregoing paragraph, following Covered Warrant Common Shares (other than Covered Warrant Common Shares issued or issuable upon exercise of the Constellation Warrants) or (ii) any Demand Registration Request with a majority proposed aggregate offering price 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 hereofless than $25.0 million.”

Demand Registration Rights. 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 such Registration Statement to become be 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 transactions contemplated by the Registration Statement. The Company's obligation to file a Registration Statement under this Section 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 or (ii) have been disposed of pursuant to transactions contemplated by the Registration Statement. If a registration statement covering all shares requested to be registered pursuant to this Section 17.22(a) involves a Public Offering that is an Underwritten Offering, the Company and each other selling security holder participating in such Public Offering shall agree to sell any shares of Common Stock to be sold by them to the underwriters on the same terms as apply to the shares of Common Stock to be sold by the Investor. VPI If the managing underwriter thereof advises the Company and the Investor that, in its view, the number of shares of Common Stock that the Company and the Investor and other selling security holders (if any) intend to include in such registration exceeds the largest number of shares of Common Stock that can be sold without having an adverse effect on such Public Offering, including with respect to the price at which such shares can be sold (the "Maximum Offering Size"), the Company will include in such registration only that number of shares of Common Stock which does not exceed the Maximum Offering Size, in the following order of priorities: (1) first, all Registrable Securities of the Investor and (2) second, the securities proposed to be registered by the Company and by other holders of securities entitled to participate in the registration, drawn from them pro-rata based on the number of shares each has requested to be included in such registration. The Company shall be obligated required to effect only one Demand register the Registrable Securities not more than two (2) times pursuant to this Section 2(a). At any time before a Registration for all Founding Stockholders. Notwithstanding Statement requested by the foregoing paragraphInvestor pursuant to this Section 2(a) has become effective, 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) Investor may defer the filing of the registration statement for a 60-day period if such deferral is deemed withdraw its request by such directors to be in the best interests of VPI. If immediately prior written notice to the Demand Registration Request VPI has fixed plans to file within 60 days after Company and upon receipt of such notice the Demand Company shall, at its option, either withdraw the Registration Request a registration statement covering Statement (if any) that it previously filed in connection with such request or amend such Registration Statement to remove any Registrable Securities included therein at the sale of any of its securities Investor's request and in a public offering under the 1933 Act, no registration of the Founding Stockholders' VPI Stock either case shall be initiated relieved of all obligations under this Section 17.2 until 90 days after the effective date of 2(a) with respect to 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)request; provided that VPI if the Investor reimburses the Company for all of the Company's costs and expenses incurred in complying with such request through the time the Company receives notice of the Investor's withdrawal of such request, such request shall provide the Founding Stockholders the right not count as a request to participate in such public offering pursuant to, and subject to, register Registrable Securities for purposes of Section 17.1 hereof2(a)(iii).

Demand Registration Rights. At any time after the date two years after first anniversary of the Closing Date, the holders of a majority of the shares of VPI Purchaser Stock issued to (i) representing Registerable Securities owned by the Founding Stockholders pursuant Stockholder or its permitted transferees or (ii) representing Registerable Securities (as defined in the agreements similar to this Agreement mentioned below) acquired by other stockholders of Purchaser on or prior to the closing of the IPO in connection with the acquisition of their companies by Purchaser pursuant to an agreement similar to this Agreement (or upon exercise or conversion of Securities of Purchaser received pursuant to such an agreement) (the persons referred to in clauses (i) and (ii) being collectively referred to as the Other Agreements "Founding Stockholders"), 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 Purchaser file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI Purchaser 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 Purchaser Stock) (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 StockholdersStockholders and will keep such Demand Registration 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 Purchaser Stock shall be initiated under this Section 17.2 15.2 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 hereof15.1.

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 any time after the date two years after first anniversary of the Closing Date, the holders of a majority of the shares of VPI Purchaser Stock issued to (i) representing Registerable Securities owned by the Founding Stockholders pursuant or their permitted transferees or (ii) representing Registerable Securities (as defined in the agreements similar to this Agreement mentioned below) acquired by other Stockholders of Purchaser on or prior to the closing of the IPO in connection with the acquisition of their companies by Purchaser pursuant to an agreement similar to this Agreement (or upon exercise or conversion of securities of Purchaser received pursuant to such agreement) (the persons referred to in clause (i) and (ii) being collectively referred to as the Other Agreements "Founding Stockholders") 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 Purchaser file a registration statement under the 1933 Act covering the registration of up to all of the such shares of VPI Purchaser 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 Purchaser Stock) (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 StockholdersStockholders and will keep such Demand Registration 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 Purchaser Stock 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 any time after the date two years after first anniversary of the Closing Date, the holders of a majority of the shares of VPI Parent Stock issued to (i) representing Registerable Securities owned by the Founding Stockholders pursuant or their permitted transferees or (ii) representing Registrable Securities (as defined in the agreements similar to this Agreement mentioned below) acquired by other Stockholders of Parent on or prior to the closing of the IPO in connection with the acquisition of their companies by Parent pursuant to an agreement, similar to this Agreement (or upon exercise or conversion of securities of Parent received pursuant to such agreement) (the persons referred to in clauses (i) and (ii) being collectively referred to as the Other Agreements "Founding Stockholders"), 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 Registration Statement under the 1933 Act covering the registration of up to all of the such 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 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 StockholdersStockholders and will keep such Demand Registration 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 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 such request a Registration Request a registration statement 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 18.2 until 90 days after the effective date of such registration 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)Registration 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 hereof18.1.

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 Company or its 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 period. If, at the best interests time of VPI. If immediately prior to the any request for a Demand Registration Request VPI Registration, 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. At any time after Upon 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 written request in writing (the "Demand Registration Request") of a Stockholder that VPI file a registration statement has the right to require the Company to register under the 1933 Securities Act covering the registration of up to any or all shares of the shares of VPI Common Stock issued to the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders Stockholder (a "Demand RegistrationDEMAND REGISTRATION RIGHT"). Within ten , the Company shall include such shares in a registration statement on Form S-1, Form S-2 or Form S-3 (10) days of the receipt of the Demand Registration Requestor any equivalent form), 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 register such shares, under the Securities Act. GEIPPPII shall have five Demand Registration Rights provided, that, if, at any time, GEIPPPII owns less than 10% of the issued and outstanding Common Stock and has more than one Demand Registration Right remaining, GEIPPPII shall not be entitled to become effective a use one of its then remaining Demand Registration Rights. The Ardshiel Stockholders shall have two Demand Registration Rights and Xxxxxxxx shall have one Demand Registration Right. A Demand Registration Right may not be exercised unless (i) if the exercising Stockholder is GEIPPPII or an Ardshiel Stockholder, the exercising Stockholder(s) elects to sell under the registration statement covering the lesser of (x) at least 50 % of the aggregate number of shares of Common Stock then held by such Stockholder(s) or (y) at least 5 % of the then issued and outstanding shares of Common Stock and (ii) if the exercising Stockholder is Xxxxxxxx, at least 270 days have elapsed since the Company consummated an initial public offering and Xxxxxxxx elects to sell under the registration statement the lesser of (x) at least 4% of the then issued and outstanding shares of Common Stock and (iii) shares of Common Stock having an aggregate offering price of at least $5,000,000. The Company will promptly give written notice of such requested registration to all shares other Stockholders and thereupon will use its best efforts to effect the registration under the Securities Act of (i) the Common Stock which the Company has been so requested to register, for disposition in accordance with the intended method of disposition stated in such request; and (ii) all other Common Stock, the holders of which shall have, within 20 days after the receipt of such written notice from the Company, made written request (which notice shall specify the intended method of disposition thereof) to the Company for registration thereof, all to the extent required to permit the disposition (in accordance with the intended method thereof as aforesaid) by all such holders of securities so to be registered registered; provided, however, that the Company shall not be obligated to effect any such registration 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 4.02 (i.e., directors who have not demanded or elected to sell shares in i) at 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 time prior to the Demand Registration Request VPI has fixed plans earlier to file within 60 days after receipt occur of (a) the third anniversary of the Demand Registration Request a registration statement covering the sale date 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 Agreement; or (b) the effective date of the first registration statement filed by the Company with the SEC; and (ii) at any time prior to the date six months following the consummation by the Company of any public offering. GEIPPPII shall have the right, in its sole discretion, to disapprove of any underwriter selected by the Board of Directors of the Company. If the managing underwriter or underwriters, if any, advise the Stockholders seeking to register shares of Common Stock under this Section 4.02 in writing that in its or their opinion the number of securities proposed to be sold in such registration unless VPI is no longer proceeding diligently to effect will materially adversely affect the success of such offering, the Company shall include in such registration the number of securities, if any, which in the opinion of such underwriter or underwriters can be sold on a PRO RATA basis based on the number of shares that each such Stockholder holds. Notwithstanding anything contained herein to the contrary, (i) if the Stockholder exercising a Demand Registration Right does not sell at least 50% of the shares of Common Stock it requested be registered in which case the delay contemplated registration, such Stockholder shall be entitled to an additional Demand Registration Right; and (ii) any Stockholder that sells at least 50% of the shares of Common Stock owned by this sentence would not be applicable); provided that VPI it in the registration shall provide the Founding Stockholders the right to participate in such public offering pursuant to, and subject to, Section 17.1 hereoflose one of its Demand Registration Rights.

Demand Registration Rights. At any time after the date two years after first anniversary of the Closing Date, the holders of a majority of the shares of VPI Parent Stock issued to (i) representing Registerable Securities owned by the Founding Stockholders pursuant or their permitted transferees or (ii) representing Registrable Securities (as defined in the agreements similar to this Agreement mentioned below) acquired by other Stockholders of Parent on or prior to the closing of the IPO in connection with the acquisition of their companies by Parent pursuant to an agreement, similar to this Agreement (or upon exercise or conversion of securities of Parent received pursuant to such agreement) (the persons referred to in clauses (i) and (ii) being collectively referred to as the Other Agreements "Founding Stockholders"), 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 such 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 StockholdersStockholders and will keep such Demand Registration 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 16.2 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 hereof16.1.

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 17.2. VPI shall be obligated to effect only one in the initial written demand. (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 (in which case the delay contemplated by this sentence would not be applicable); provided that VPI shall provide the Founding Stockholders the right register pursuant to participate in such public offering pursuant toother contractual arrangements, and subject to, Section 17.1 hereofpro rata.

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 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 DateClosing, the holders of a majority of the shares of VPI TSII 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 TSII file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI TSII 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 Requestsuch request, VPI TSII 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 TSII shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request such a demand a majority of VPITSII'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 60-60 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 by the Founding Stockholders for a Demand Registration Request VPI TSII 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 TSII Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI TSII 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 TSII 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 years after the Closing DateClosing, the holders of a majority of the shares of VPI TSII 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 TSII file a registration statement under the 1933 Act covering the registration of up to all of the shares of VPI TSII Stock issued to the STOCKHOLDERS COMPANY 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 Requestsuch request, VPI TSII 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 RequestCOMPANY, 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 TSII shall be obligated to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraph, following the Demand Registration Request such a demand a majority of VPITSII'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 60-60 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 by the Founding Stockholders for a Demand Registration Request VPI TSII 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 TSII Stock shall be initiated under this Section 17.2 until 90 days after the effective date of such registration unless VPI TSII 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 TSII 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 years after first anniversary of the Closing Date, the holders of a majority of the shares of VPI Parent Stock issued to (i) representing Registerable Securities owned by the Founding Stockholders pursuant Sellers or their permitted transferees or (ii) representing Registrable Securities (as defined in the agreements similar to this Agreement mentioned below) acquired by other stockholders of Parent on or prior to the closing of the IPO in connection with the acquisition of their companies by Parent pursuant to an agreement, similar to this Agreement (or upon exercise or conversion of securities of Parent received pursuant to such agreement) (the persons referred to in clauses (i) and (ii) being collectively referred to as the Other Agreements "Founding Stockholders"), 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 such 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 StockholdersStockholders and will keep such Demand Registration 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 15.2 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 hereof15.1.

Demand Registration Rights. At (a) Notwithstanding anything in this Agreement to the contrary, at any time after following the date two years after 15th anniversary of the Closing Effective Date and prior to the 50th anniversary of the Effective Date, the holders Partnership shall, upon receipt of written notice from either the ATI RP or the USW RP (a majority of "Demand Notice"), take such action as is reasonably necessary to cause 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 Partnership to be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act may request in writing reconstituted into a corporation (the "Demand Registration RequestSuccessor Company") that VPI organized under the laws of the State of Delaware, or any other jurisdiction selected by the Partnership, to convert the Partnership Interests into common stock of the Successor Company ("Common Shares") and to file a registration statement (a "Registration Statement") under the 1933 Securities Act covering of 1933, as amended (the "Securities Act"), and under the securities or blue sky laws of any jurisdictions designated by such Representative Partner, with respect to Common Shares representing Partnership Interests constituting not less than 25% of the aggregate Partnership Interests held by the Group represented by such Representative Partner. The members of the USW and ATI Groups who receive Common Shares upon the conversion of their respective Partnership Interests are referred to herein as the "Original Stockholders." (b) Following the initial registration of up Common Shares under the Securities Act, the Original Stockholders shall be entitled, from time to all time, to make such further Demand Notices as are necessary to enable them to dispose of the shares entirety of VPI Stock the Common Shares issued to upon the STOCKHOLDERS pursuant to this Agreement initial conversion of their respective Partnership Interests (the "Registrable Shares") and the Other Agreements then Successor Company shall comply with such additional Demand Notices on the terms and conditions of this Article; provided that no Original Stockholder shall be entitled to make a Demand Notice (i) within 180 days after the last day of effectiveness of the most recent registration statement relating to a Demand Notice, or (ii) if the number of Demand Notices made by such Original Stockholder and its Affiliates would equal or exceed (x) the Fair Market Value of the Registrable Shares held by such Founding Stockholders Original Stockholder and its Affiliates on the date of the conversion, divided by (y) $750 million, rounded to the nearest whole number. (c) Any Persons requesting registration (the "Selling Parties") shall deliver a copy of a Demand Notice to the Partnership (or the Successor Company) and each Representative Partner (or Original Stockholder) that is not participating in the registration (the "Demand RegistrationNon-Selling Parties"). Within ten Each Demand Notice shall specify the amount of each Selling Party's Percentage Interest (10or the number of Registrable Shares) that shall be included in the registration (the "Sale Interest"), and the proposed closing date for the offering (which date shall not be less than 120 days (in the case of the receipt initial public offering of Common Shares) or 30 days (in the case of subsequent public offerings) from the date on which 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 Notice is delivered). 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 Notice shall be obligated accompanied by a letter from an investment banking firm of national reputation, who shall be reasonably acceptable to effect only one Demand Registration for all Founding Stockholders. Notwithstanding the foregoing paragraphPartnership (or the Successor Company), following stating the Demand Registration Request a majority price (net of VPI's disinterested directors (i.e.any underwriters' fees and commissions) at which such firm, directors who have not demanded or elected in good faith, believes that, based on the then prevailing market conditions, it would be able 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 Registrable Shares in a public offering (the "Proposed Offering Price"). With respect to the first Demand Notice delivered pursuant to this Article 11, the Proposed Offering Price may reflect an initial public offering discount, if appropriate. The Proposed Offering Price with respect to subsequent Demand Notices may assume that all Common Shares that were the subject of prior Demand Notices had been fully distributed to the public (regardless of whether the Non-Selling Parties had exercised their right of first offer with respect to such Common Shares pursuant to Section 11.1(d)) and may reflect the price that would otherwise be obtainable in the public market if such shares had been fully distributed (the difference between the Proposed Offering Price and such price that would otherwise be obtainable is referred to herein as a "Liquidity Adjustment"). If the Selling Parties and the Non-Selling Parties are unable to agree as to the amount of any such Liquidity Adjustment, the amount of such Liquidity Adjustment shall be determined pursuant to an appraisal process following the procedures set forth in Section 4.10. (d) The Non-Selling Parties shall have the option to purchase all (but not less than all) of the Sale Interest at a purchase price equal to the Proposed Offering Price, including any Liquidity Adjustment. Each of the Non-Selling Parties shall initially be entitled to purchase that fraction of the Sale Interest equal to its Percentage Interest (or percentage ownership interest in the Successor Company) divided by the Percentage Interests (or percentage ownership interests in the Successor Company) of all of the Non-Selling Parties. If any of the Non-Selling Parties declines to exercise its right to purchase the Sale Interest hereunder, the other Non-Selling Parties electing to exercise that right shall be entitled to purchase that portion of the Sale Interest that has been declined by the other Non-Selling Parties in amounts allocable determined pursuant to reapplication of the principles set forth in the immediately preceding sentence, excluding from consideration the Percentage Interests (or other ownership interests) of any declining Non-Selling Partner. Each Non-Selling Party shall notify the Partnership (or the Successor Company) of its intention to exercise or not to exercise its purchase rights hereunder within 30 days (in the case of the initial public offering of Common Shares) or 10 days (in the case of subsequent public offerings) after receipt by it of a Demand Notice. The President (or any equivalent officer of the Successor Company) shall thereupon notify each of the Representative Partners (or the Original Stockholders) of the elections made by each of the Non-Selling Parties. Subsequent written notifications, if necessary, of such exercising Non-Selling Parties elections with respect to that portion of the Sale Interest which has been declined by any Non-Selling Party shall be required within ten days (in the case of the initial public offering) or 5 days (in the case of subsequent public offerings) after receipt by the exercising Non-Selling Parties of such notifications by the President. No portion of a Sale Interest may be purchased by any of the Non-Selling Parties unless all of the Sale Interest is purchased by one or more Non-Selling Parties. In the event that one or more of the Non-Selling Parties shall have duly elected to purchase the Sale Interest, the closing of the purchase of the Sale Interest by such Non-Selling Parties shall take place within one year of the date of such election; provided that from and after the proposed closing date for the offering set forth in the Demand Notice, the purchase price payable by the Non-Selling Parties for the sale Interest shall increase at a per annum rate equal to the Prime Rate, compounded semi-annually. In the event of a failure of the Non-Selling Parties to elect to purchase the Sale Interest or to consummate such purchase in accordance herewith, the Selling Party will be free, at any time within 90 days from the date the Demand Notice is delivered (in the case of a failure to elect to purchase the Sale Interest) and 120 days (in the case of a failure to consummate such purchase within the one year period referred to above) subject to extension for up to an additional 60 days to the extent necessary to comply with applicable regulatory requirements, to consummate the sale of the Sale Interest at a price (net of underwriters fees and commissions) equal to or exceeding the Proposed Offering Price excluding any Liquidity Adjustment. If the sale of the Sale Interest is not completed within the foregoing periods or if market conditions cause the managing underwriter to reduce the proposed price per share to the public or the net proceeds to Selling Parties or otherwise to materially revise the terms set forth in the Demand Notice, the Selling Parties shall promptly so notify the Non-Selling Parties and the Non-Selling Parties shall again have a right of first offer with respect to the Sale Interest, upon the revised terms, except that such new right must be exercised within three business days after such notification. (e) If members of the ATI and the USW Groups are the only Representative Partners (or Original Stockholders, as the case may be), a Non-Selling Party shall be entitled to designate a third party to exercise such Non-Selling Party's rights under this Section 11.1. (f) Upon receipt of a Demand Notice, the 1933 Act, no Partnership shall promptly use all reasonable efforts to cause the Partnership to be in a position to be reconstituted as a corporation and effect the registration of the Founding Stockholders' VPI Stock shall be initiated under this Common Shares which are included in the Sale Interest in accordance with 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)11.3; provided that VPI the Partnership shall provide not be required to consummate the Founding Stockholders reconstitution prior to the right to participate time the Registration Statement filed in such public offering pursuant to, and subject to, accordance with Section 17.1 hereof11.3(a) shall have become effective under the Securities Act.

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 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. At any time after the date two years after the Closing Date, the upon a written request therefor from any record holder or holders of a majority more than 75% of the shares Shares and Warrant Shares issued at the time of VPI Stock issued to this Offering, the Founding Stockholders pursuant to this Agreement Company shall prepare and not later than sixty (60) days after such request (“Filing Date”) 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 (the "Demand Registration Request") that VPI file Commission a registration statement under the 1933 Securities Act covering registering the registration Shares and the Warrant Shares which are the subject of up such request, subject to applicable Commission rules and regulations, for unrestricted public resale by the holder thereof. “Registrable Securities” shall mean the Shares and 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")Warrant Shares. Within ten (10) days of Upon the receipt of such request, the Demand Registration Request, VPI Company shall promptly give written notice of such request to all other Founding Stockholders record holders of Registrable Securities that such registration statement is to be filed and shall, as soon as practicable but shall include in no event later than 45 such registration statement the Registrable Securities for which it has received written requests within ten days after the Demand Registration Request, file Company gives such written notice. Such other requesting record holders shall be deemed to have exercised their demand registration right under this Section 6(a). The Company shall cause the registration statement to become effective and remain effective as provided herein. The Company shall use its reasonable best efforts to cause to become effective a the registration statement covering all shares requested to be registered declared effective under the Securities Act as soon as possible and, in any event, no later than One Hundred and Fifty (150) days from the Filing Date (the “Effectiveness Date”). The Company shall use its reasonable best efforts to keep the registration statement continuously effective under the Securities Act until all Registrable Securities covered by such registration statement have been sold, or may be sold without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to this Section 17.2Rule 144, as determined by the counsel to the Company (the “Effectiveness Period”). VPI The Company shall pay to Subscribers a fee of 0.25% per month of the Investors’ investment, payable in cash, for every thirty (30) day period up to a maximum of 3%, (i) following the Filing Date that the registration statement has not been filed and (ii) following the Effectiveness Date that the registration statement has not been declared effective; provided, however, that the Company 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 to sell shares in pay any such public offering) may defer liquidated damages if the filing Company is unable to fulfill its registration obligations as a result of rules, regulations, positions or releases issued or actions taken by the Commission pursuant to its authority with respect to “Rule 415”, and the Company registers at such time the maximum number of shares of Common Stock permissible upon consultation with the staff of the registration statement for a 60-day period if such deferral is deemed by such directors to be in the best interests of VPICommission. If immediately prior to during the Demand Registration Request VPI has fixed plans to file within 60 days after receipt Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the Demand Registration Request number of shares of Common Stock then registered in a registration statement, the Company shall file as soon as reasonably practicable an additional registration statement covering the sale resale of any of its securities in a public offering under not less than 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 number 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 Securities.

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 registration statement under the 1933 Securities Act covering the registration of up relating to all a delayed or continuous offering (as contemplated by Rule 415 of the shares of VPI Stock issued to SEC under the STOCKHOLDERS pursuant to this Agreement and the Other Agreements then held by such Founding Stockholders Securities Act) (a "Demand Registrationshelf registration"). Within ten ) covering this Option and any shares issued and issuable pursuant to the Option (10the "Option Shares") days of the receipt of the Demand Registration Request, VPI 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 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.