Common use of Qualification of the Securities Clause in Contracts

Qualification of the Securities. (i) The Notes satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. Application has been made to designate the Notes as Portal- eligible securities in accordance with the rules and regulations of the NASD. The Company has been advised by the NASD that the Notes have been designated Portal-eligible securities in accordance with the rules and regulations of the NASD. (ii) The Common Stock is registered pursuant to Section 12(g) of the Exchange Act, and is listed on the Nasdaq Stock Market under the symbol “VEXP”. The Warrant Shares have been approved for listing on the Nasdaq Stock Market. The Company has taken no action that was designed to terminate, or that is likely to have the affect of terminating, trading of the Common Stock on the Nasdaq Stock Market, nor has the Company received any notification that the Commission or the Nasdaq Stock Market is contemplating terminating such trading. The Company is, and after giving effect to the issuance of the Notes, the Warrants, the Exchange Units, the Exchange Shares, the Series Q Preferred Stock and the Compensatory Securities and the entering into of the Transaction Documents will be, in compliance with applicable Nasdaq continued listing requirements following the Company’s filing and distribution of the Required Information Statement (as defined below). There are no proceedings pending or, to the knowledge of the Company, threatened against the Company relating to the continued listing of the Common Stock on Nasdaq and the Company has not received any notice of, nor to the knowledge of the Company is there any basis for, the delisting of the Common Stock from Nasdaq.

Qualification of the Securities. (i) The Notes satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act. Application has been made to designate the Notes as Portal- eligible securities in accordance with the rules and regulations of the NASD. The Company has been advised by the NASD that the Notes have been designated Portal-eligible securities in accordance with the rules and regulations of the NASD. (ii) The Common Stock is registered pursuant to Section 12(g) of the Exchange Act, and is listed on the Nasdaq Stock Market under the symbol “VEXP”. The Warrant Shares have been approved for listing on the Nasdaq Stock Market. The Company has taken no action that was designed to terminate, or that is likely to have the affect of terminating, trading of the Common Stock on the Nasdaq Stock Market, nor has the Company received any notification that the Commission or the Nasdaq Stock Market is contemplating terminating such trading. The Company is, and after giving effect to the issuance of the Notes, the Warrants, the Exchange Units, the Exchange Shares, Shares and the Series Q Preferred Stock and the Compensatory Securities and the entering into of the Transaction Documents will be, in compliance with applicable Nasdaq continued listing requirements following the Company’s filing and distribution of the Required Information Statement (as defined below). There are no proceedings pending or, to the knowledge of the Company, threatened against the Company relating to the continued listing of the Common Stock on Nasdaq and the Company has not received any notice of, nor to the knowledge of the Company is there any basis for, the delisting of the Common Stock from Nasdaq.