DISTRIBUTION OR A PUBLIC
SECURITIES TRANSACTION OR (3) IN A TRANSACTION EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SECTION 4(1) OF THE ACT SO THAT ALL TRANSFER
RESTRICTIONS AND RESTRICTIVE LEGENDS WITH RESPECT THERETO, IF ANY, ARE REMOVED
UPON THE CONSUMMATION OF SUCH SALE OR (II) IN THE CASE OF MERGER SHARES OR
CONVERSION SHARES FOR A PERIOD (THE "SHARE REGISTRATION PERIOD") ENDING ON THE
EARLIER OF (I) THE REGISTRATION TERMINATION DATE AND (II) THE DATE ON WHICH VPVP
HAS COMPLETED THE DISTRIBUTION RELATED THERETO. FOR PURPOSES OF THIS AGREEMENT,
THE "REGISTRATION TERMINATION DATE" SHALL BE THE LATER OF (X) THE TWO- (2)-YEAR
ANNIVERSARY OF, WITH RESPECT TO THE MERGER SHARES, THE CLOSING DATE, AND WITH
RESPECT TO THE CONVERSION SHARES, APRIL 24, 2006, AND (Y) THE DATE THAT ALL OF
THE MERGER SHARES OR CONVERSION SHARES, AS APPLICABLE, BECOME ELIGIBLE FOR SALE
PURSUANT TO RULE 144 DURING ANY ONE (1) NINETY- (90)-DAY PERIOD;
(D)
PROMPTLY FURNISH TO VPVP WITH RESPECT TO THE
REGISTRABLE SHARES REGISTERED UNDER THE REGISTRATION STATEMENT SUCH REASONABLE
NUMBER OF COPIES OF THE REGISTRATION STATEMENT AND PROSPECTUS, INCLUDING ANY
PRELIMINARY PROSPECTUS AND ANY SUPPLEMENTS TO OR AMENDMENTS OF THE PROSPECTUS OR
REGISTRATION STATEMENT, IN ORDER TO FACILITATE THE PUBLIC SALE OR OTHER
DISPOSITION OF ALL OR ANY OF SUCH REGISTRABLE SHARES BY VPVP;
(E)
PROMPTLY TAKE SUCH ACTION AS MAY BE
NECESSARY TO QUALIFY, OR OBTAIN, AN EXEMPTION FOR THE REGISTRABLE SHARES UNDER
SUCH OF THE STATE SECURITIES LAWS OF UNITED STATES JURISDICTIONS AS SHALL BE
NECESSARY TO QUALIFY, OR OBTAIN AN EXEMPTION FOR, THE SALE OF THE REGISTRABLE
SHARES IN STATES SPECIFIED IN WRITING BY VPVP; PROVIDED, HOWEVER, THAT PARENT
SHALL NOT BE REQUIRED TO QUALIFY TO DO BUSINESS OR CONSENT TO SERVICE OF PROCESS
IN ANY JURISDICTION IN WHICH IT IS NOT NOW SO QUALIFIED OR HAS NOT SO CONSENTED;
(F)
BEAR ALL EXPENSES IN CONNECTION WITH THE
PROCEDURES IN PARAGRAPHS (A) THROUGH (E) OF THIS SECTION 6.1 AND THE
REGISTRATION OF THE REGISTRABLE SHARES PURSUANT TO THE REGISTRATION STATEMENT,
REGARDLESS OF WHETHER A REGISTRATION STATEMENT BECOMES EFFECTIVE, INCLUDING,
WITHOUT LIMITATION:
(I) ALL REGISTRATION AND FILING FEES AND EXPENSES
(INCLUDING FILINGS MADE WITH THE NASD); (II) FEES AND EXPENSES OF COMPLIANCE
WITH FEDERAL SECURITIES AND STATE SECURITIES OR "BLUE SKY" LAWS; (III) EXPENSES
OF PRINTING (INCLUDING PRINTING CERTIFICATES FOR THE REGISTRABLE SHARES AND
PROSPECTUSES); (IV) ALL APPLICATION AND FILING FEES IN CONNECTION WITH LISTING
THE REGISTRABLE SHARES ON NASDAQ AND (V) ALL FEES AND DISBURSEMENTS OF COUNSEL
OF PARENT AND THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF PARENT; PROVIDED,
HOWEVER, THAT VPVP SHALL BE RESPONSIBLE FOR PAYING THE UNDERWRITING COMMISSIONS
OR BROKERAGE FEES, AND TAXES OF ANY KIND (INCLUDING, WITHOUT LIMITATION,
TRANSFER TAXES) APPLICABLE TO ANY DISPOSITION, SALE OR TRANSFER OF VPVP'S
REGISTRABLE SHARES. PARENT SHALL, IN ANY EVENT, BEAR ITS INTERNAL EXPENSES
(INCLUDING, WITHOUT LIMITATION, ALL SALARIES AND EXPENSES OF ITS OFFICERS AND
EMPLOYEES PERFORMING LEGAL OR ACCOUNTING DUTIES);
(G)
ADVISE VPVP, WITHIN TWO (2) BUSINESS DAYS
BY E-MAIL, FAX OR OTHER