exv10w22







Exhibit 10.22




CLASS A EQUITY AGREEMENT




          This
CLASS A EQUITY AGREEMENT (this “Agreement”) is made as of November
 19, 2008 by and between VP Holdings, LLC, a Colorado limited liability company (the
“Company”) and Glenn Russo (“Executive”). Unless otherwise provided in this
Agreement, capitalized terms used herein shall have the meanings set forth in Section 7
hereof.




     WHEREAS, immediately prior hereto Executive was issued one hundred thousand (100,000) of
Class A Preferred Units (the “CII Units”) of Communications Infrastructure Investments,
LLC, a Delaware limited liability company (“CII”) which CII Units Executive immediately
contributed to the Company in exchange for seven thousand three hundred sixty-one and seven
thousand nine hundred sixty-one ten thousandths (7,361.7961) of the Company’s Class A Membership
Interest Units (the “Executive Units”);



          NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:




          Section 1. Issuance. Upon the terms and subject to the conditions of this Agreement
and the LLC Agreement, on the date of this Agreement, the Company will issue to Executive, in
consideration of certain services rendered or to be rendered by Executive to one or more of the
CII’s Subsidiaries, the Executive Units.




          Section 2. Closing Conditions. The obligation of the Company to consummate the
transactions contemplated hereby and issue the Executive Units hereunder is subject to Executive’s
execution and delivery of a counterpart signature page to the LLC Agreement.




          Section 3. Representations and Warranties of Executive. In connection with the
issuance of the Executive Units hereunder, Executive represents and warrants to the Company as of
the date hereof as follows:




          (a) As a condition precedent to the issuance of the Executive Units pursuant to this
Agreement, Executive shall execute and deliver to the Company and the Internal Revenue Service (the
“IRS”) a timely, valid election under Section 83(b) of the Code (the “83(b) Election”).
Executive understands that under Section 83(b) of the Code and the Treasury regulations promulgated
thereunder, in the absence of an effective election under Section 83(b) of the Code, the excess of
the fair market value of the Executive Units on the date on which any forfeiture restrictions
applicable to such Executive Units lapse over the price paid for such units is reportable as
ordinary income at that time. For this purpose, the term “forfeiture restrictions” means the
restrictions on transferability, the repurchase and forfeiture provisions and the vesting
conditions imposed under Section 5 and Section 6 hereof. Executive understands that
(i) in making the 83(b) Election, Executive will be taxed at the time the Executive Units are
acquired hereunder to the extent the fair market value of the Executive Units exceeds the purchase
price for such units and (ii) in order to be effective, the 83(b) Election must be filed with the
IRS within thirty (30) days after the date upon which the Executive Units were issued to Executive
hereunder. Executive hereby acknowledges that: (x) the foregoing description of the tax




 









 







consequences of the 83(b) Election is not intended to be complete and, among other things, does
not describe state, local or foreign income and other tax consequences; (y) none of CII, the
Company, the Investor Members or any of the their respective affiliates, officers, employees,
agents or representatives (each, a “Related Person”) has provided or is
providing Executive with tax advice regarding the 83(b) Election or any other matter, and the
Company and the Investor Members have urged Executive to consult Executive’s own tax advisor with
respect to income taxation consequences of purchasing, holding and disposing of the Executive
Units; and (z) none of CII, the Company, the Investor Members or any Related Person has advised
Executive to rely on any determination by it or its representatives as to the fair market value
specified in the 83(b) Election and will have no liability to Executive if the actual fair market
value of the Executive Units on the date hereof exceeds the amount specified in the 83(b)
Election.




          (b) None of CII, the Company, the Investor Members or any Related Person has made any
representation or warranty, express or implied, as to the future performance of the Company or CII
or the present or future value of the Executive Units to be issued on behalf of Executive.
Executive further acknowledges that: (i) all forecasts, projections or illustrations of amounts
that might be realized as a result of the issuance of the Executive Units on behalf of Executive
that CII, the Company, the Investor Members or a Related Person shared with Executive
(collectively, “Illustrations”), if any, were purely hypothetical; (ii) none
of CII, the Company, the Investor Members or any Related Person intended for Executive to rely
upon such Illustrations in the process of making an investment decision, and (iii) Executive has
not relied on such Illustrations in the process of making an investment decision.




          Section 4. Representations and Warranties of the Company. In connection with the
issuance of the Executive Units hereunder, the Company represents and warrants to Executive as of
the date hereof as follows:




          (a) Organization, Limited Liability Company Power. The Company is a limited liability
company duly organized, validly existing and in good standing under the laws of the State of
Colorado. The Company possesses all requisite limited liability company power and authority
necessary to own and operate its properties, to carry on its businesses as presently conducted and
to carry out the transactions contemplated by this Agreement.




          (b) Executive Units Duly Issued. When issued pursuant to this Agreement, all of the
Executive Units will be duly authorized, validly issued and will have been issued by the Company
in compliance with applicable federal and state securities laws.




          (c)
Authorization; No Breach; Consents. The execution, delivery and performance by
the Company or its officers of this Agreement and the LLC Agreement and the offer, sale and
issuance of the Executive Units hereunder have been duly authorized by the Company. Each of this
Agreement and the LLC Agreement constitutes a valid and binding obligation of the Company,
enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
limitations on the availability of equitable remedies.




          Section 5. Vesting. The Executive Units issued to Executive and contributed to
Holdings to hold on behalf of Executive pursuant to this Agreement will “vest” as provided in




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this Section 5. The provisions of this Section 5 will be in all respects subject
to the provisions of Section 6 below.




          (a) General. Subject to Section 5(b) below, the Executive Units will vest 18
months from the Vesting Commencement Date; provided that all of the Executive Units will
immediately vest and become Vested Units five months after the consummation of a Sale of the
Company if Executive has remained continuously employed by the Company or any Subsidiary of the
Company from the date hereof through the date such Sale of the Company is consummated and
Executive does not voluntarily terminate Executive’s employment with the Company prior to the date
five-months after the consummation of such Sale of the Company and (A) all of the consideration
paid in respect of such Sale of the Company consists of cash or Marketable Securities, (B) the
consideration paid in respect of such Sale of the Company is not all cash or Marketable Securities
and the Board determines in the Board’s sole discretion that such Sale of the Company constituted
a Management Control Acquisition or (C) the Board determines in the Board’s sole discretion that
the Executive Units shall immediately vest and become Vested Units. Notwithstanding the above, in
the event of (x) a Sale of the Subsidiary of the Company for which Executive is then currently
working, and (y) Executive’s employment with the Company or any Subsidiary of the Company is
terminated within five (5) months of such Sale of the Subsidiary of the Company and such
termination is as a result of (x) above, then the number of Executive Units that would have become
Vested Units had Executive remained employed at the Company or any Subsidiary of the Company for
twelve (12) months following such Sale of the Subsidiary of the Company shall immediately vest and
become Vested Units upon consummation of the Sale of the Subsidiary and such termination; provided
that the vesting of any and all additional Unvested Units shall cease pursuant to Section
5(b) below. As of any date, the term “Vested Units” means the Executive Units that
have vested as of such date pursuant to this Section 5 and the term “Unvested
Units” means the Executive Units that are not Vested Units as of such date.




          (b) Termination of Vesting. Notwithstanding Section 5(a) above, if Executive
ceases to be employed by the Company or any of its Subsidiaries prior to a Sale of the Company,
then vesting will cease, with the effect that from and after the date of such cessation the number
of the Executive Units issued to Executive pursuant to Section 1 above that will be Vested
Units will be the number of such units that constitute Vested Units as determined pursuant to
Section 5(a) above as of the date such employment ceased, whether or not a Sale of the
Company occurs thereafter.




          (c) Transfer. Holdings may transfer Vested Units or Unvested Units only in accordance
with the LLC Agreement and Section 8(b) below. Furthermore, neither Holdings nor Executive
may agree to offer or sell, grant any call option with respect to, pledge, hypothecate, borrow
against, grant a lien, security interest or other encumbrance in or on, dispose of or enter into
any swap or derivative transaction with respect to any Vested Unit or Unvested Unit or any
interest therein without the prior written consent of the Board. Any attempted or purported
transfer, sale, grant, pledge, hypothecation or other agreement in violation of this Agreement
shall be void ab initio.




          (d) Rights as a Member. Holdings shall be the record owner of the Executive Units
until or unless such Executive Units are forfeited or repurchased pursuant to Section 6




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below or transferred in accordance with the terms of the LLC Agreement, and as record owner shall
be entitled to all rights granted to owners of Class A Preferred Units of the Company.




          Section 6. Repurchase and Forfeiture of Units.




          (a) Repurchase Option. If Executive ceases to be employed by the Company or any of
its Subsidiaries (the “Termination” of Executive), the Unvested Units shall automatically,
and without any action on the part of the Company, be forfeited and cease to exist as of the date
of the Termination, and the Vested Units shall either (i) if such Termination was by the Company
or such Subsidiary for Cause set forth in Section 7 herein, be, automatically, and without
any action on the part of the Company, forfeited and cease to exist as of the date of the
Termination; (ii) if such Termination was by the Company or such Subsidiary without Cause or
voluntarily by Executive during the period beginning 18 months from the Vesting Commencement Date
and ending 36 months from the Vesting Commencement Date, be subject to repurchase by the Company
(or its nominee) pursuant to the terms and conditions set forth in this Section 6 or (iii)
if such Termination was by the Company or such Subsidiary without Cause or voluntarily by
Executive after 36 months from the Vesting Commencement, be retained by Executive.




          (b) Purchase Price. The purchase price for each Vested Unit shall be the Face Value
(as defined below) for such Vested Unit.




          (c) Repurchase Procedures. Subject to Section 6(a), the Company (or its nominee) may
elect to purchase all or any portion of the Vested Units by delivering written notice (the
“Repurchase Notice”) to the holder or holders of such Vested Units within 75 days of the
Termination of Executive. The Repurchase Notice shall set forth the number of Vested Units to be
acquired from each holder of the Executive Units, the aggregate consideration to be paid for such
Vested Units and the time and place for the closing of the transaction. At any time prior to the
closing of such transaction, the Company may rescind the Repurchase
Notice for any reason
(including for no reason at all) without liability to the holders of the Executive Units. The
Vested Units to be repurchased by the Company shall first be satisfied to the extent possible from
the Executive Units held by Holdings at the time of delivery of the Repurchase Notice. If the
number of Vested Units then held by Holdings is less than the total number of Vested Units that
the Company has elected to purchase, the Company shall purchase the remaining Vested Units to be
purchased from the other holder(s) of the Executive Units under this
Agreement, pro rata according
to the number of Vested Units held by such other holder(s) at the time of delivery of such
Repurchase Notice (determined as close as practicable to the nearest whole units).




          (d) Closing of Repurchase. The closing of the purchase of such Executive Units
pursuant to Section 6(c) above shall take place on the date designated by the Company in
the Repurchase Notice; provided, however, that such date shall be within 75 days of the Termination
of Executive. The Company (or its nominee) shall pay for such Executive Units to be purchased by
delivery, at the sole option of the Company, of either (i) a check or wire transfer of immediately
available funds or (ii) an unsecured promissory note in form and substance reasonably acceptable to
the Board and Holdings; provided that such promissory note shall (A) accrue interest at the
then Applicable Federal Rate as published by the Internal Revenue Service, (B) have a stated
maturity of five years, (C) provide that the principal and all accrued interest




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thereon shall be due and payable in arrears at maturity, (D) allow for voluntary prepayments of
principal and interest without penalty or premium and (E) be subordinated to any indebtedness for
borrowed money of the Company and its Subsidiaries. In connection with the purchase of the
Executive Units hereunder, the Company shall be entitled to receive customary representations and
warranties from the sellers regarding such sale of units (including representations and warranties
regarding good title to such units, free and clear of any liens or encumbrances).




          (e) Termination of Repurchase Option. The right of the Company to repurchase the
Executive Units pursuant to this Section 6 shall terminate upon the first to occur of (i)
a Sale of the Company, (ii) a Qualified Public Offering or (iii) 36 months from the Vesting
Commencement Date.




          Section 7. Definitions.




          “Affiliate” shall mean, as to any Person, any other Person which directly or
indirectly controls, or is under common control with, or is controlled by, such Person. As used in
this definition, “control” (including, with its correlative meanings, “controlled by” and “under
common control with”) shall mean possession, directly or indirectly, of power to direct or cause
the direction of management or policies (whether through ownership of securities or partnership or
other ownership interests, by contract or otherwise).




          “Board” means the board of managers of CII.




          “Business Day” means a day that is not a Saturday, a Sunday or a statutory or civic
holiday in the State of Colorado.




          “Cause” means (i) any continued or repeated absence from CII or the Subsidiary of CII
at which Executive is employed, unless such absence is (A) in compliance with such Person’s policy
or approved or excused by the Board or (B) is the result of Executive’s permitted vacation,
illness, disability or incapacity, (ii) use of illegal drugs by Executive or repeated public
drunkenness or commission by Executive of any act of moral turpitude, (iii) conviction of, or a
plea of guilty or no contest or similar plea with respect to, a felony (other than a
driving-related offense, including alcohol-related driving offenses) or (iv) the commission by
Executive of an act of fraud or embezzlement.




          “CII LLC Agreement” means the Amended and Restated Limited Liability Company
Operating Agreement of CII, dated as of May 22, 2007, as amended, as in effect from time to time




          “Code” means the United States Internal Revenue Code of 1986, as in effect from time
to time.




          “Face Value” of any Vested Unit on any date means $1.00.




          “Investor Members” has the meaning set forth in the CII LLC Agreement.





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          “LLC Agreement” means the Operating Agreement, dated as of November 7, 2007 of
the Company, as amended, as in effect from time to time.




          “Management Control Acquisition” means a Sale of CII with respect to which (i)
immediately prior to such Sale of CII, either (A) Dan Caruso is serving CII as Chief Executive
Officer or (B) John Scarano is serving CII as either Chief Operating Officer or Chief Executive
Officer and (ii) after giving effect to the consummation of the Sale of CII, neither Dan Caruso
nor John Scarano is offered the opportunity to serve as the Chief Executive Officer of the
combined company resulting from such Sale of CII.




          “Manager” means the sole manager of the Company, Dan Caruso.




          “Marketable Securities” means securities of a class listed on a national securities
exchange or quoted on Nasdaq or a successor thereof (a) which the holders thereof would have the
right to sell in a Public Sale (whether pursuant to Rule 144 or exercise of registration rights or
otherwise) within 180 days following their issuance to the holders, disregarding for this purpose
any lock-up agreements or other contractual restrictions on transfer and (b) which can be
reasonably expected to be able to be sold in Public Sales within 180 days of their issuance
without having any material adverse effect upon the market for other securities of the same class.




          “Person” means an individual, a partnership, a corporation, a limited liability
company, an association, a joint share company, a trust, a joint venture, an unincorporated
organization and a governmental entity or any department, agency or political subdivision thereof.




          “Public Offering” means an underwritten public offering and sale of any common
ownership interest of CII or any securities issued with respect to, or in exchange for any common
ownership interest of CII pursuant to an effective registration statement under the Securities
Act.




          “Public Sale” means any sale of securities registered pursuant to a registration
statement under the Securities Act or pursuant to the provisions of Rule 144 or Rule 145 adopted
under the Securities Act or any substantially equivalent sale made in compliance with successor
provisions of the federal securities laws and regulations as amended.




          “Qualified
Public Offering” means a Public Offering after which CII’s common equity
securities will be traded on a U.S. national securities exchange or on the NASDAQ Stock Market.




          “Sale of CII” means any of the following: (a) a merger or consolidation of CII or its
Subsidiaries into or with any other Person or Persons, or a transfer of units in a single
transaction or a series of transactions, in which in any case the members of CII or the members of
its Subsidiaries immediately prior to such merger, consolidation, sale, exchange, conveyance or
other disposition or first of such series of transactions possess less than a majority of the
voting power of CII’s or its Subsidiaries’ or any successor entity’s issued and outstanding capital
securities immediately after such transaction or series of such transactions; or (b) a single
transaction or series of transactions, pursuant to which a Person or Persons who are not direct or
indirect wholly-owned Subsidiaries of CII acquire all or substantially all of CII’s or its




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Subsidiaries’ assets determined on a consolidated basis, in each case, other than (i) the issuance
of additional capital securities in a Public Offering or private offering for the account of CII
or a (ii) a foreclosure or similar transfer of equity occurring in connection with a creditor
exercising remedies upon the default of any indebtedness of CII.




          “Sale of the Subsidiary of CII” means any of the following: (a) a merger or
consolidation of the Subsidiary of CII for which Executive is currently working into or with any
other Person or Persons, or a transfer of units of such Subsidiary of CII in a single transaction
or a series of transactions, in which in any case the Member or Members of the such Subsidiary of
CII immediately prior to such merger, consolidation, sale, exchange, conveyance or other
disposition or first of such series of transactions possess less than a majority of the voting
power of such Subsidiary of CII or any successor entity’s issued and outstanding capital
securities immediately after such transaction or series of such transactions; or (b) a single
transaction or series of transactions, pursuant to which a Person or Persons who are not direct or
indirect wholly-owned Subsidiaries of CII acquire all or substantially all of such Subsidiary of
CII assets determined on a consolidated basis, in each case, other than (i) the issuance of
additional capital securities in a Public Offering or private offering for the account of CII or
such Subsidiary of CII, (ii) a foreclosure or similar transfer of equity occurring in connection
with a creditor exercising remedies upon the default of any indebtedness of CII or any Subsidiary
of CII, or (iii) if the Sale of the Subsidiary of CII constitutes a Management Control Acquisition
in the context of such Subsidiary.




          “Securities Act” means the Securities Act of 1933, as amended from time to
time.




          “Subsidiary” means, with respect to any Person, any corporation, limited liability
company, partnership, association or other business entity of which (i) if a corporation, a
majority of the total voting power of units entitled (without regard to the occurrence of any
contingency) to vote in the election of directors thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or
a combination thereof, or (ii) if a limited liability company, partnership, association or other
business entity, a majority of the limited liability company, partnership or other similar
ownership interest thereof is at the time owned or controlled, directly or indirectly, by any
Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a
Person or Persons shall be deemed to have a majority ownership interest in a limited liability
company, partnership, association or other business entity if such Person or Persons shall be
allocated a majority of limited liability company, partnership, association or other business
entity gains or losses or shall be or control the managing director or general partner of such
limited liability company, partnership, association or other business entity.




          “Vesting Commencement Date” means September 1, 2008.




          Section 8. Miscellaneous.




          (a) Consent to Amendments. No modification, amendment or waiver of any provision of
this Agreement shall be effective against any party hereto unless such modification, amendment or
waiver is approved in writing by such party. No other course of dealing between




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the Company and Executive or any delay in exercising any rights hereunder will operate as a waiver
by any of the parties hereto of any rights hereunder.




          (b) Successors and Assigns. All covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective
successors and permitted assigns of the parties hereto whether so expressed or not. In addition to
other transfer restrictions set forth in this Agreement and the LLC Agreement, Executive may not
transfer any units purchased hereunder until the transferee of such units shall have agreed in
writing to be bound by the provisions of this Agreement affecting the units so transferred.




          (c) Severability. Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision will
be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of this Agreement.




          (d) Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, any one of which need not contain the signatures of more than one party, but all
such counterparts taken together will constitute one and the same Agreement.




          (e)
Descriptive Headings; Interpretation. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a substantive part of this Agreement. The
use of the word “including” in this Agreement will be by way of example rather than by limitation.




          (f) Governing Law. ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY,
ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF
DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF DELAWARE. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW
OF THE STATE OF DELAWARE SHALL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT (AND
THE SCHEDULE HERETO), EVEN THOUGH UNDER DELAWARE’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE
SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.




          (g) Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF
ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL
TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS
RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
IN




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CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY TO THIS AGREEMENT HEREBY AGREES AND CONSENTS
THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER
OF THEIR RIGHT TO TRIAL BY JURY.




          (h) Notices. All notices, demands or other communications to be given or delivered by
reason of the provisions of this Agreement shall be in writing and shall be deemed to have been
given (i) on the date of personal delivery to the recipient or an officer of the recipient, or
(ii) when sent by telecopy or facsimile machine to the number shown below on the date of such
confirmed facsimile or telecopy transmission (provided that a confirming copy is sent via
overnight mail), or (iii) when properly deposited for delivery by a nationally recognized
commercial overnight delivery service, prepaid, or by deposit in the United States mail, certified
or registered mail, postage prepaid, return receipt requested. Such notices, demands and other
communications will be sent to each party at the address indicated for such party below:




     If to the Company to:




VP Holdings, LLC 

901 Front Street, Ste. 200

Louisville, CO 80027

Facsimile:      (303) 226-5923

Attention:       John Scarano



     with a copy (which will not constitute notice to the Company) to:




Kendall, Koenig & Oelsner PC 

999 18th Street, Suite 1825

Denver, CO 80202

Facsimile:      (303) 672-0101 

Attention:      David J. Kendall



     If to Executive to:



          The address listed on the signature page hereto.



or to such other address or to the attention of such other person as the recipient party has
specified by prior written notice to the sending party.




          (i) No Strict Construction. The parties hereto have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement will be construed as if drafted jointly by the parties
hereto, and no presumption or burden of proof will arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.




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          (j) Entire Agreement. Except as otherwise expressly set forth in this Agreement, this
Agreement and the other agreements referred to in this Agreement embody the complete agreement and
understanding among the parties to this Agreement with respect to the subject matter of this
Agreement, and supersede and preempt any prior understandings, agreements, or representations by
or among the parties or their predecessors, written or oral, which may have related to the subject
matter of this Agreement in any way.




          (k) Time is of the Essence. Time is of the essence for each and every provision of
this Agreement. Whenever the last day for the exercise of any privilege or the discharge or any
duty hereunder shall fall upon a day that is not a Business Day, the party having such privilege or
duty may exercise such privilege or discharge such duty on the next succeeding day which is a
Business Day.




* * * * *




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          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first
written above.




	 	 	 	 	 	 	 

	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	VP HOLDINGS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Glenn Russo	 	 
	 	 	   	 	 
	 	 	Glenn Russo	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:
	 	1579 Redwing Lane
 

Broomfield, CO 80020
 

	 	  






VP Holdings, LLC

Class A Equity Agreement Signature Page







 









 









          IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first
written above.




	 	 	 	 	 	 	 

	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	VP HOLDINGS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ David Caruso	 	 
	 

	 	Name:
	 	David
Caruso

	 	 
	 

	 	Title:	 	Manager	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE:	 	 
	 
	 
	 	 	 	 	 	 
	 	 	   	 	 
	 	 	Glenn Russo	 	 
	 
	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 






VP Holdings, LLC

Class A Equity Agreement Signature Page