Common use of Incidental Registration Clause in Contracts

Incidental Registration. (a) If at any time after the date hereof the Company proposes to register any shares of Common Stock under the Securities Act (except pursuant to a registration statement filed on Form S-8 or Form S-4 or such other form as shall be prescribed under the Securities Act for the same purposes, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), the Company will at each such time give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof of its intention to do so. Within twenty (20) days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in such request the intended method of distribution of such securities (the "Designated Securities"). Upon receipt of such request, the Company shall use its best efforts to effect the registration of the Designated Securities by including the Designated Securities in such Registration Statement. (b) In the event that securities of the same class as the Registrable Securities are being registered by the Company in such Registration Statement and such securities as well as any of the Designated Securities are to be distributed in an underwritten offering, such Designated Securities shall be included in such underwritten offering on the same terms and conditions as the securities being issued by the Company for distribution pursuant to such underwritten offering; provided, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of the underwritten offering, then the number of Designated Securities to be included in the Registration Statement shall be reduced to the amount recommended in good faith by and set forth in the opinion of such managing underwriter; provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the number of shares held by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offering. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.

Incidental Registration. (a) If at any time after the date hereof the Company proposes to register any shares of Common Stock under the Securities Act solely for cash (except pursuant to a registration statement filed (i) on Form S-8 X-0, Xxxx X-0 or Form S-4 comparable forms, or such other form as shall be prescribed (ii) with respect to an employee benefit plan, (iii) solely in connection with a Rule 145 transaction under the Securities Act for or (iv) which does not include substantially the same purposesinformation as would be required to be included in a Registration Statement covering the sale of Registrable Securities, or pursuant to a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) under which the Securities Actonly Common Stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), the Company will at each such time give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 13.4 hereof of its intention to do so. Within twenty fifteen (2015) business days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in such request the intended method of distribution of such securities (the "Designated Securities"). Upon receipt of such request, the Company shall use its reasonable best efforts to effect the registration of the Designated Securities by including the Designated Securities in such Registration Statement. (b) In the event that securities of the same class as the Registrable Securities are being registered by the Company in such Registration Statement and such securities as well as any of the Designated Securities are to be distributed in an underwritten offering, such Designated Securities shall be included in such underwritten offering on the same terms and conditions as the securities being issued by the Company for distribution pursuant to such underwritten offering; provided, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and so advises the parties Company that the inclusion in such underwritten offering of all the Designated Securities would may materially and adversely affect the success of the underwritten offering (in terms of the offering price of the offering), then the number of Designated Securities to be included in the Registration Statement shall be reduced to the amount recommended in good faith by and set forth in the opinion of such managing underwriter, it being understood that the Designated Securities will be excluded entirely before any securities to be included in the Registration Statement by the Company or any stockholder exercising demand registration rights are excluded; and provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the number of shares Shares held by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offering. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.

Incidental Registration. (a) If Company at any time after the date hereof the Company proposes to register file on its behalf or on behalf of any shares of Common Stock its security holders (the “Demanding Security Holders”) a registration statement under the Securities Act on any form (except pursuant to other than a registration statement filed on Form S-8 or Form S-4 or such other S-8 or any successor form as shall for securities to be prescribed offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of Company pursuant to any employee benefit plan, respectively) for the same purposesgeneral registration of securities, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), the Company it will at each such time give written notice to the all Holders at least thirty (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof of its intention to do so. Within twenty (2030) days after receipt before the initial filing with the SEC of such noticeregistration statement, such Holders may request that the Company register all or part of the Registrable Securities, stating in such request which notice shall set forth the intended method of distribution disposition of the securities proposed to be registered by Company. The notice shall offer to include in such securities filing the aggregate number of shares of Registrable Securities as such Holders may request. Each Holder desiring to have Registrable Securities registered under this Section 3 shall advise Company in writing within fifteen (15) Business Days after the "Designated Securities"). Upon date of receipt of such requestoffer from Company, setting forth the amount of such Registrable Securities for which registration is requested. Company shall thereupon include in such filing the number of shares of Registrable Securities for which registration is so requested, subject to Section 3(b), and shall use its best efforts to effect registration under the registration Securities Act of such shares. The rights of Holders under this Section 3 shall not become effective until the Designated Securities by including date that is six (6) months after the Designated Securities in such Registration StatementInitial Public Offering Date. (b) In The Holders of Registrable Securities shall not have the event that securities right to include any Registrable Securities in such filing unless (i) such Registrable Securities are of the same class as the Registrable Securities are being registered by the Company securities included in such Registration Statement registration and such securities as well as (ii) if any of the Designated Securities securities covered by such registration are to be distributed sold in an underwritten offering, such Designated the Holders of Registrable Securities shall be included agree in such underwritten offering writing to sell their Registrable Securities on the same terms and conditions as apply to the securities being issued sold by Company and the Company for distribution pursuant to such underwritten offering; provided, however, that if Demanding Security Holders. If the managing underwriter of -------- ------- such underwritten a proposed public offering reasonably determines shall advise Company in good faith and advises the parties that writing that, in its opinion, the inclusion of the Registrable Securities requested to be included in such underwritten offering of all the Designated Securities registration concurrently with the securities being registered by Company or the Demanding Security Holders would materially and adversely affect the success distribution of such securities by Company or the underwritten offeringDemanding Security Holders, then the number amount of Designated Securities securities to be included in the Registration Statement registration shall be reduced to the maximum amount recommended which can be marketed without materially and adversely affecting the distribution of the securities to be included by Company or the Demanding Security Holders in good faith such registration and Company shall register (A) first, such securities, if any, which Company proposes to sell in such registration and (B) second, Registrable Securities which are sought to be included in such registration by the Holders and set forth such other securities which are sought to be included by the Demanding Security Holders allocated, if necessary, on a pro rata basis. Except as otherwise provided in the opinion Section 5, all expenses of such managing underwriter; provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the number of shares held borne by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offeringCompany. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.

Incidental Registration. (a) If at any time after during the date hereof five year period following the Effective Time, the Company proposes to register any shares of Common Stock file a registration statement under the Securities Act (except other than in connection with a Demand Registration or a Registration Statement on Form S-4 or S-8, or any form that is substituting therefor or is a successor thereto) with respect to an offering of any Common Stock for its own account, then the Company shall give written notice of such proposed filing to all Purchasers as soon as practicable (but in no event less than three business days before the anticipated filing date), and such notice shall (i) offer each Purchaser the opportunity to register such number of Registrable Securities as it may request and (ii) describe such securities and specifying the form and manner and other relevant facts involved in such proposed registration (including, without limitation, whether or not such registration will be in connection with an Underwritten Offering and, if so, the identity of the managing underwriter and whether such Underwritten Offering will be pursuant to a registration statement filed on Form S-8 "best efforts" or Form S-4 or such other form as "firm commitment" underwriting). Each Purchaser shall be prescribed under the Securities Act for the same purposes, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), advise the Company will at each such time give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof of its intention to do so. Within twenty (20) writing within two business days after the date of receipt of such notice, such Holders may request that notice from the Company register all or part of the number of Registrable Securities, stating Securities for which registration is requested. The Company shall include in such request the intended method of distribution of Registration Statement all such securities (the "Designated Securities"). Upon receipt of Registrable Securities so requested to be included therein, and, if such requestregistration is an Underwritten Registration, the Company shall use its best efforts to effect cause the registration of the Designated Securities by including the Designated Securities in such Registration Statement. (b) In the event that securities of the same class as managing underwriter or underwriters to permit the Registrable Securities are being registered by the Company in such Registration Statement and such securities as well as any of the Designated Securities are requested to be distributed in an underwritten offering, such Designated Securities shall be included in the registration statement for such underwritten offering to be included (on the same terms and conditions as the similar securities being issued by of the Company for distribution pursuant included therein to such underwritten offeringthe extent appropriate); provided, however, that if in the view of the managing underwriter or underwriters of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of the underwritten offeringoffering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (I) the number amount of Designated Securities securities to be included in offered for the Registration Statement shall be reduced to the amount recommended in good faith by and set forth in the opinion account of such managing underwriter; provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the number of shares held by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offering. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.each Participating Purchaser and

Incidental Registration. (a) If the Company at any time after (beginning upon (but excluding) the date hereof the Company Closing Date) proposes to register any shares of Common Stock its Ordinary Shares (other than (w) a shelf registration to register Ordinary Shares issued to investors in a private placement in connection with the Business Combination, (x) in a registration under the Securities Act Section 2.3, Section 2.4 or Section 2.5 of this Agreement, (except y) a registration on Form F-8 or S-8 or (z) pursuant to Form F-4 or S-4 in connection with a registration statement filed on Form S-8 business combination or Form S-4 exchange offer or such other form as shall be prescribed under the Securities Act for the same purposes, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2exercise or conversion of outstanding securities) under the Securities Actor to undertake an underwritten public offering of its securities pursuant to an effective Registration Statement (a “Shelf Takedown”), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), the Company will at each such time it shall give written notice to all Holders of such intention not less than ten (10) days before the anticipated filing date of the applicable Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to all Holders (other than the opportunity to register the sale of such number of Registrable Shares as such Holders participating may request in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof writing. Upon the written request of its intention to do so. Within any Holder given within twenty (20) days after receipt of any such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in such request the intended method of distribution of such securities (the "Designated Securities"). Upon receipt of such request, the Company shall use its best efforts to effect the include in such registration or Shelf Takedown all of the Designated Securities by including the Designated Securities Registrable Shares indicated in such Registration Statement. (b) In request, so as to permit the event that securities disposition of the same class shares so registered; provided that no Holder who holds Registrable Shares that are subject to restriction on Transfer as set forth in Section 4.1 or restriction on Transfer or forfeiture as set forth in Section 3 of the Sponsor Letter Agreement shall have any right to have such Holder’s Registrable Securities Shares that are being registered by the Company subject to restriction on Transfer or forfeiture participate in such Registration Statement and registration or offering except to the extent such securities as well as any of the Designated Securities are restriction on Transfer or forfeiture has expired or been waived. The Company shall, in good faith, cause such Registrable Shares to be distributed in an underwritten offering, such Designated Securities shall be included in such underwritten registration or offering and, if applicable, shall use its commercially reasonable efforts to cause the managing underwriter(s) of such registration to permit the Registrable Shares requested by the Holders pursuant to this Section 2.2 to be included therein on the same terms and conditions as any similar securities of the securities being Company included in such registered offering and to permit the sale or other disposition of such Registrable Shares in accordance with the intended method(s) of distribution thereof. Notwithstanding any other provision of this Section 2.2, if the managing underwriter advises the Company in writing in good faith that the amount to be sold by persons other than the Company is greater than the amount which can be offered without adversely affecting the offering, the Company may reduce the amount offered for the accounts of selling shareholders to a number deemed satisfactory by such managing underwriter, provided that any shares to be excluded shall be determined in the following order of priority: (i) shares held by shareholders other than the Holders, and (ii) then, to the extent necessary, shares held by the Holders pro rata to the respective number of Registrable Shares requested to be included such registration or Shelf Takedown by the Holders; and provided, further, that in any event all Registrable Shares must be included in such registration or Shelf Takedown prior to any other shares of the Company (with the exception of shares to be issued by the Company for distribution pursuant to such underwritten offering; provided, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith public) and advises the parties that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of the underwritten offering, then the number of Designated Securities Registrable Shares to be included in the Registration Statement offering shall not be reduced to below twenty five percent (25%) of the amount recommended total number of securities included in good faith by and set forth such offering (divided among the Holders participating in the opinion registration pro rata to the respective number of Registrable Shares requested to be included by each of such managing underwriter; provided, further, -------- ------- that as Holders). Any Holder may elect to the Selling Holders exercising incidental registration rights withdraw such Holder’s request for inclusion of Registrable Shares in any Registration Statement pursuant to this Section 2.2, such reduction shall be pro rata (based on the number of shares held 2.2 by each) with respect giving written notice to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offering. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations such request to effect registrations at withdraw prior to the request effectiveness of the Holders under Section 2.1Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement.

Incidental Registration. (a) If at any time after the date hereof Whenever the Company proposes to register any file a Registration Statement covering shares of Common Stock under the Securities Act (except pursuant at any time and from time to a registration statement filed on Form S-8 or Form S-4 or time, it will, prior to such other form as shall be prescribed under the Securities Act for the same purposesfiling, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), the Company will at each such time give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof all Purchasers of its intention to do so. Within twenty (20) Upon the written request of a Purchaser or Purchasers given within 20 days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in provides such notice (which request shall state the intended method of distribution disposition of such securities Registrable Shares), unless (i) the "Designated Securities"Registration Statement is to be filed pursuant to Section 2.1 hereof, (ii) the Registration Statement covers shares to be sold solely for the account of Other Holders, which shares were acquired pursuant to either (I) an acquisition of a company of which they were formerly stockholders, (II) a “private placement” under the Securities Act or (III) Rule 144A under the Securities Act, or (iii) no Registrable Shares are to be included in the Registration Statement as a result of a written notice from the managing underwriter pursuant to Section 2.2(b). Upon receipt of such request, the Company shall use its best efforts to effect cause all Registrable Shares which the Company has been requested by such Purchaser or Purchasers to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Purchaser or Purchasers; provided that the Company shall have the right to postpone or withdraw any registration of the Designated Securities by including the Designated Securities in such Registration Statementeffected pursuant to this Section 2.2 without obligation to any Purchaser. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Purchasers as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the event right of any Purchaser to include its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Purchaser’s participation in such underwriting on the terms set forth herein and (ii) all Purchasers including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting by the Company. If any Purchaser who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the shares held by holders of securities of the same class as Company other than Purchasers and Other Holders shall be excluded from such Registration Statement and underwriting to the Registrable Securities are being registered extent deemed advisable by the Company managing underwriter, and, if a further reduction of the number of shares is required, the shares held by Other Holders shall be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, if a further reduction of the number of shares is required, the number of shares that may be included in such Registration Statement and such securities as well as any of the Designated Securities are to be distributed in an underwritten offering, such Designated Securities underwriting shall be included allocated among all Purchasers requesting registration in such underwritten offering on the same terms and conditions proportion, as the securities being issued by the Company for distribution pursuant to such underwritten offering; providednearly as practicable, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of the underwritten offering, then the number of Designated Securities to be included in the Registration Statement shall be reduced to the amount recommended in good faith by and set forth in the opinion of such managing underwriter; provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the respective number of shares of Common Stock (on an as-converted basis) held by each) with respect to them on the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offering. (c) No registration effected under this Section 2.2 shall relieve date the Company of its obligations gives the notice specified in Section 2.2(a). If any Purchaser would thus be entitled to effect registrations at include more shares than such holder requested to be registered, the request of excess shall be allocated among other requesting Purchasers pro rata in the Holders under Section 2.1manner described in the preceding sentence.

Incidental Registration. (a) If at any time after the date hereof the Company proposes to register any shares of Common Stock under the Securities Act (except pursuant to a registration statement filed (i) on Form S-8 or Form S-4 or such other form as shall be prescribed under the Securities Act for the same purposesS-8, Xxxx X-0 xx comparable forms, or (ii) with respect to an employee benefit plan, or (iii) solely in connection with a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) Rule 145 transaction under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), the Company will at each such time give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof of its intention to do so. Within twenty (20) days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in such request the intended method of distribution of such securities (the "Designated SecuritiesDESIGNATED SECURITIES"). Upon receipt of such request, the Company shall use its best commercially reasonable efforts to effect the registration of the Designated Securities by including the Designated Securities in such Registration Statement. (b) In the event that securities of the same class as the Registrable Securities are being registered by the Company in such Registration Statement and such securities as well as any of the Designated Securities are to be distributed in an underwritten offering, such Designated Securities shall be included in such underwritten offering on the same terms and conditions as the securities being issued by the Company for distribution pursuant to such underwritten offering; provided, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of the underwritten offering, then the number of Designated Securities to be included in the Registration Statement shall be reduced to the amount recommended in good faith by and set forth in the opinion of such managing underwriter; provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the number of shares held by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offering. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.

Incidental Registration. (a) If the Company at any time after the date hereof the Company (other than pursuant to subsection (b) below)) proposes to register any shares of Common Stock under the Securities Act (except pursuant to a registration statement filed on Form S-8 or Form S-4 or such other form as shall be prescribed its securities under the Securities Act for sale to the same purposespublic, whether for its own account or a for the account of other security holders or both (except with respect to registration statement filed statements on Form S-3 covering exclusively shares issued in acquisitions pursuant Forms X-0, X-0 or any successor to Section 4(2) under such forms or another form not available for registering the Registrable Securities Actfor sale to the public), or if each such time it will promptly give written notice to all holders of the Registrable Securities of its intention so to do. Upon the written request of any other stockholder is being afforded an opportunity such holder, received by the Company within thirty (30) days after the giving of any such notice by the Company, to register shares any or all of Common Stock (including pursuant to Section 2.1(a))its Registrable Securities, the Company will at each such time give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof of its intention to do so. Within twenty (20) days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in such request the intended method of distribution of such securities (the "Designated Securities"). Upon receipt of such request, the Company shall use its best efforts to effect the registration of the Designated Securities by including the Designated Securities in such Registration Statement. (b) In the event that securities of the same class as cause the Registrable Securities are being registered by the Company in such Registration Statement and such securities as well as any of the Designated Securities are to be distributed in an underwritten offering, such Designated Securities which registration shall be included in such underwritten offering on the same terms and conditions as the securities being issued by the Company for distribution pursuant to such underwritten offering; provided, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of the underwritten offering, then the number of Designated Securities have been so requested to be included in the Registration Statement shall securities to be reduced covered by the registration statement proposed to be filed by the Company, all to the amount recommended extent requisite to permit the sale or other disposition by the holder (in good faith by and set forth in the opinion accordance with its written request) of such managing underwriter; providedRegistrable Securities so registered. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, further, -------- ------- that the Company shall so advise the holders of Registrable Securities as to a part of the Selling Holders exercising incidental registration rights written notice given pursuant to this Section 2.2, 7.01(a). In such reduction event the right of any holder of Registrable Securities to registration pursuant to this Section 7.01(a) shall be pro rata conditioned upon such holder's participation in such underwriting to the extent provided herein. All holders of Registrable Securities proposing to distribute their securities through such underwriting shall (based together with the Company and the Other Shareholders (as defined below) distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by the Company. Notwithstanding any other provision of this Section 7.01(a), if the underwriter determines that marketing factors require a limitation on the number of shares held by eachto be underwritten, the Company shall so advise all holders of securities requesting registration of any limitations on the number of shares to be underwritten, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated (i) first to the Company with respect to shares of Common Stock being sold for its own account; and (ii) then, to holders of Registrable Securities and Other Shareholders requesting registration in proportion, as nearly as practicable, to the Designated Securities with other Persons holding contractual incidental or "piggy-back" respective amounts of securities owned by them. Notwithstanding the foregoing provisions, the Company may withdraw any registration rights statement referred to in such underwritten offering. (c) No registration effected under this Section 2.2 shall relieve 7.01(a) without thereby incurring any liability to the holders of Registrable Securities. If any holder of Registrable Securities disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Company of its obligations to effect registrations at and the request of the Holders under Section 2.1underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Incidental Registration. (a) If at any Each time after the date hereof the Company proposes shall determine to register any shares of Common Stock file a registration statement under the Securities Act (except other than pursuant to Section 2 hereof and other than on Form S-4 or S-8, a registration statement filed on Form S-8 or Form S-4 or such other form as shall be prescribed under the Securities Act for the same purposesS-1 covering solely an employee benefit plan, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions solely offers pursuant to Section 4(2a dividend or interest reinvestment plan or the Company's selling shareholder registration statement on Form S-1 currently under review by the SEC) in connection with the proposed offer and sale for money of any of its securities either for its own account or on behalf of any other security holder, the Company shall give prompt written notice of its determination to the Shareholders. Upon the written request of a Holder of any shares of Registrable Securities given within ten days after the receipt of such written notice from the Company, the Company shall cause all such Registrable Securities, the Holders of which have so requested registration thereof to be included in such registration statement and registered under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), the Company will at each such time give written notice all to the Holders (extent requisite to permit the sale or other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof of its intention to do so. Within twenty (20) days after receipt of such notice, such Holders may request that disposition by the Company register all prospective seller or part sellers of the Registrable Securities, stating in such request the intended method of distribution of such securities (the "Designated Securities"). Upon receipt of such request, the Company shall use its best efforts Securities to effect the registration of the Designated Securities by including the Designated Securities in such Registration Statementbe so registered. (b) In If the event registration of which the Company gives written notice pursuant to Section 3(a) is for a public offering involving an underwriting, the Company shall so advise the Shareholders as a part of its written notice. All Shareholders proposing to distribute their Registrable Securities through such underwriting shall enter into (together with the Company and the other holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company, provided that securities such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a majority of the same class as the shares of Registrable Securities are being registered by the Company in such Registration Statement and such securities as well as any of the Designated Securities are requested to be distributed in an underwritten offering, such Designated Securities shall be included in such underwritten offering on registration and provides for such Shareholders to withhold from the same terms and conditions as the securities being issued market all other Registrable Shares held by the Company such Shareholders for distribution pursuant to such underwritten offering; providednot more than 180 days. (c) Notwithstanding any other provision of this Section 3, however, that if the managing underwriter of -------- ------- an underwritten distribution advises the Company and the Holders of the Registrable Securities participating in such underwritten offering reasonably determines registration in writing that in its good faith and advises the parties that judgment the inclusion in such underwritten offering of all the Designated Registrable Securities and the other securities requested to be registered would materially and adversely affect the success distribution of the underwritten offeringall securities to be offered in such registration, then (i) the number of Designated shares of Registrable Securities and other securities to be included in the Registration Statement offering other than any shares to be included on behalf of the Company shall be reduced to the amount recommended in good faith by and set forth in the opinion of such managing underwriter; provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the number of shares held which in the good faith judgment of the managing underwriter can be sold in such offering (except for shares to be included pursuant to demand registration rights granted by eachthe Company in accordance with Section 7 hereof, in an offering initiated upon the exercise of such rights, which shall have priority over the shares of Registrable Securities), and (ii) with respect such reduced number of shares shall be allocated among all participating Holders of Registrable Securities and the holders of other securities to be included therein, in proportion, as nearly as practicable, as each such Person's shares to be included bears to the Designated aggregate number of shares of Registrable Securities with and other Persons holding contractual incidental or "piggy-back" securities proposed to be included by such Holders and other holders at the time of the filing of the registration rights statement. All Registrable Securities and other securities which are excluded from the underwriting by reason of the underwriter's marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such underwritten offering. registration and shall be (cA) No registration effected under this Section 2.2 shall relieve withheld from the Company market by the Holders thereof for a period, not to exceed 180 days following the effective date of its obligations such registration, which the managing underwriter reasonably determines is necessary to effect registrations at the request of underwritten public offering and (B) upon notice from the Company, withheld from the market by the Holders under Section 2.1thereof for a period not to exceed 30 days prior to the effective date of such registration.

Incidental Registration. (a) If the Corporation at any time (other than pursuant to Section 2 or Section 3) proposes to file a Registration Statement, whether for its own account or for the account of other security holders or both, each such time it will give written notice to the Investor of its intention to do so not less than forty-five (45) days prior to the proposed filing. Upon the written request of the Investor, received by the Corporation within 30 days after the date hereof giving of any such notice by the Company proposes Corporation, to register or qualify, as applicable, any shares of Common its Restricted Stock under the Securities Act (except pursuant to a registration statement filed on Form S-8 or Form S-4 or such other form as shall be prescribed under the and/or Canadian Securities Act for the same purposes, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a))Laws, the Company Corporation will at each such time give written notice use its commercially reasonable efforts to cause the Restricted Stock as to which registration or qualification shall have been so requested to be included in the securities to be covered by the Registration Statement proposed to be filed by the Corporation, all to the Holders (extent necessary to permit the sale or other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof of its intention to do so. Within twenty (20) days after receipt disposition by the Investor of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in such request the intended method of distribution of such securities (the "Designated Securities"). Upon receipt of such request, the Company shall use its best efforts Restricted Stock to effect the registration of the Designated Securities be covered by including the Designated Securities in such Registration Statement. (b) In the event that securities any registration or qualification pursuant to this Section 4 shall be, in whole or in part, an underwritten public offering of Common Shares, the Corporation shall so advise the Investor as part of the same class as notice given pursuant to Section 4(a). In such event, the Registrable Securities are being registered right of the Investor to be included in a registration or qualification pursuant to this Section 4 shall be conditioned upon the Investor’s participation in such underwriting on the terms provided herein. The Investor, proposing to distribute Restricted Stock through such underwriting, shall (together with the Corporation and any officers, directors, or other shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company Corporation; provided, that such underwriting agreement shall not provide for indemnification or contribution obligations on the Investor materially different than the obligations set forth in such Registration Statement and such securities as well as Section 8 hereof. Notwithstanding any other provision of this Section 4, the Designated Securities are number of shares of Restricted Stock to be distributed in an underwritten offering, such Designated Securities shall be included in such underwritten offering on an underwriting may be reduced, or postponed if and to the same terms and conditions as extent that the managing underwriter shall advise the Investor in writing that such inclusion would adversely affect the marketing of the securities being issued to be sold by the Company for distribution pursuant to such underwritten offering; Corporation therein provided, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines reduction in good faith and advises the parties that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of the underwritten offering, then the number of Designated Securities to shares, unless such offering is the Initial Public Offering and such registration or qualification in connection with the Initial Public Offering does not include shares of any other selling shareholders, in which event any or all of the Restricted Stock may be included in excluded. Notwithstanding the foregoing provisions, the Corporation may withdraw any Registration Statement referred to in this Section 4 without thereby incurring any liability to the Investor. If the Investor disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to the Corporation and the underwriter. Any Restricted Stock excluded or withdrawn from such underwriting shall be reduced to excluded and withdrawn from the amount recommended in good faith by and set forth in the opinion of such managing underwriter; provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the number of shares held by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offeringqualification. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.

Incidental Registration. (a) If at any time after the date hereof Whenever the Company proposes to register any shares of Common Stock under the Securities Act file a Registration Statement (except pursuant to other than a registration statement Registration Statement filed on Form S-8 or Form S-4 or such other form as shall be prescribed under the Securities Act for the same purposes, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(22.1) under the Securities Act)at any time and from time to time, or if any other stockholder is being afforded an opportunity it will, prior to register shares of Common Stock (including pursuant to Section 2.1(a))such filing, the Company will at each such time give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof all Purchasers of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a written notice from the managing underwriter pursuant to Section 2.2(b). Within twenty (20) Upon the written request of a Purchaser or Purchasers given within 20 days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in provides such notice (which request shall state the intended method of distribution disposition of such securities (the "Designated Securities"Registrable Shares). Upon receipt of such request, the Company shall use its best efforts to effect cause all Registrable Shares which the Company has been requested by such Purchaser or Purchasers to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Purchaser or Purchasers; provided that the Company shall have the right to postpone or withdraw any registration of the Designated Securities by including the Designated Securities in such Registration Statementeffected pursuant to this Section 2.2 without obligation to any Purchaser. (b) If the registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Purchasers as a part of the written notice given pursuant to Section 2.2(a). In such event, (i) the event right of any Purchaser to include its Registrable Shares in such registration pursuant to this Section 2.2 shall be conditioned upon such Purchaser’s participation in such underwriting on the terms set forth herein and (ii) all Purchasers including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting by the Company; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of Purchasers materially greater or different than the obligations of the Purchasers pursuant to Section 2.5. If any Purchaser who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the shares held by (1) Other Holders and by holders of securities of the same class as Company other than the Registrable Securities are being registered Purchasers and Other Holders shall be excluded from such Registration Statement and underwriting to the extent deemed advisable by the Company managing underwriter, and (2) if a further reduction of the number of shares is required, the number of shares that may be included in such Registration Statement and such securities as well as any of the Designated Securities are to be distributed in an underwritten offering, such Designated Securities underwriting shall be included allocated among all Purchasers requesting registration in such underwritten offering proportion, as nearly as practicable, to the respective number of shares of Common Stock (on an as-converted basis) held by them on the same terms and conditions as the securities being issued by date the Company for distribution pursuant to such underwritten offeringgives the notice specified in Section 2.2(a); provided, howeverthat, that if unless such registration is in connection with the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of the underwritten offeringCompany’s Initial Public Offering, then the number of Designated Securities Registrable Shares permitted to be included therein shall in any event be at least 30% of the securities included therein. If any Purchaser or Other Holder would thus be entitled to include more shares than such holder requested to be registered, the excess shall be allocated among other requesting Purchasers and Other Holders pro rata in the Registration Statement shall be reduced to the amount recommended in good faith by and set forth manner described in the opinion of such managing underwriter; provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the number of shares held by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offeringpreceding sentence. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.

Incidental Registration. (a) If the Holding Company at any time after or from time to time shall determine to effect the date hereof registration of any of its shares of Common Stock (whether in connection with an offering by the Holding Company proposes or others) (but excluding a registration relating solely to employee benefit plans; relating solely to securities to be issued in a merger, acquisition of the stock or assets of another entity or in a similar transaction, or a registration on a form that does not permit secondary sales), then, in each such case (including the Holding Company’s initial public offering), the Holding Company will: (i) promptly give written notice to each Holder of the proposed registration (which shall specify if such registration shall involve an underwritten offering); and (ii) include among the securities that it then intends to register all Registrable Shares specified by any Holder thereof in a written request or requests, made within 30 days after receipt of such written notice from the Holding Company. (b) The obligations of the Holding Company under this section 2.2 to effect any such registration are subject to the following qualifications: (i) the Holding Company shall pay all Registration Expenses related to any registration contemplated by this section 2.2, and any Selling Expenses in connection with any registration under this section 2.2 shall be allocated among all Persons on whose behalf Registrable Shares are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf; (ii) if the registration statement under which the Holding Company gives notice under this section 2.2 is for an underwritten offering, the right of any Holder to be included in a registration pursuant to this section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by the Holding Company; (iii) notwithstanding any other provision of this Agreement, if, in connection with any underwritten offering pursuant to this section 2.2, the Managing Underwriter(s) shall impose a limitation on the number or kind of securities that may be included in any such registration for sale by any Person other than the Holding Company because, in its reasonable judgment, such limitation is necessary to effect an orderly public distribution or to prevent an adverse effect upon such offering, then there shall be included in such registration (A) first, all securities proposed to be issued and sold by the Holding Company for its own account; (B) second, if all of the securities to be issued and sold by the Holding Company have been so included, such Registrable Shares (which may be none) of the Holders that are entitled to participate in the registration and that have requested to be included in such registration pro rata on the basis of the total number of Registrable Shares owned by each such participating Holder that are subject to incidental registration rights pursuant hereto and (C) if all of the securities described in clauses (A) and (B) have been so included, all other securities of the Holding Company requested to be included by other Persons in such registration on a pro rata basis; (iv) in connection with an initial public offering of the Holding Company, the Managing Underwriter(s) may require that each Holder that has requested participation in the registration pursuant to this section 2.2 shall agree not to sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock held by such Holder (other than those included in the registration) for a period specified by the representative of the Underwriter(s) not to exceed ten (10) days prior to and one hundred eighty (180) days following the date that such initial public offering is declared effective by the Commission; and (v) the Holding Company shall have the right to delay, terminate or withdraw any registration initiated by it under this section 2.2 at any time prior to the Securities Act (except pursuant effectiveness of such registration whether or not any Holder has elected to a registration statement filed on Form S-8 or Form S-4 or include Registrable Shares in such other form as registration. The Holding Company shall be prescribed under the Securities Act for the same purposes, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), the Company will at each such time give deliver written notice to the Holders (other than Holders participating in a demand registration pursuant each Holder that was eligible to Section 2.1(a)) as provided in Section 11.4 hereof of its intention to do so. Within twenty (20) days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating participate in such request the intended method of distribution of such securities (the "Designated Securities"). Upon receipt of such request, the Company shall use its best efforts registration and that requested to effect the registration of the Designated Securities by including the Designated Securities in such Registration Statement. (b) In the event that securities of the same class as the Registrable Securities are being registered by the Company in such Registration Statement and such securities as well as any of the Designated Securities are to be distributed in an underwritten offering, such Designated Securities shall be included in such underwritten offering on registration of the Holding Company’s determination to delay or not to effect such registration, and: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Shares, for the same terms and conditions period as the securities being issued by the Company for distribution pursuant to delay in registering such underwritten offering; provided, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of the underwritten offering, then the number of Designated Securities to be included in the Registration Statement shall be reduced to the amount recommended in good faith by and set forth in the opinion of such managing underwriter; provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the number of shares held by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offeringsecurities. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.

Incidental Registration. (a) If at any time after the date hereof Whenever the Company proposes to register file a Registration Statement at any shares of Common Stock under the Securities Act (except pursuant time and from time to a registration statement filed on Form S-8 or Form S-4 or time, it will, prior to such other form as shall be prescribed under the Securities Act for the same purposesfiling, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), the Company will at each such time give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Within twenty (20) Upon the written request of a Stockholder or Stockholders given within 20 days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in provides such notice (which request shall state the intended method of distribution disposition of such securities (the "Designated Securities"Registrable Shares). Upon receipt of such request, the Company shall use its best efforts to effect cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration of the Designated Securities by including the Designated Securities in such Registration Statementeffected pursuant to this Section 2.2 without obligation to any Stockholder. (b) In If the event that securities registration for which the Company gives notice pursuant to Section 2.2(a) involves an underwriting, the Company shall so advise the Stockholders as a part of the same class as written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Securities are being registered Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company in such Registration Statement and such securities as well as Company. Notwithstanding any other provision of the Designated Securities are to be distributed in an underwritten offeringthis Section 2.2, such Designated Securities shall be included in such underwritten offering on the same terms and conditions as the securities being issued by the Company for distribution pursuant to such underwritten offering; provided, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the Designated Securities shares requested to be registered would materially and adversely affect the success of the underwritten offering, then the Company may limit the number of Designated Securities Registrable Shares to be included in the Registration Statement registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be reduced allocated in the following manner. The securities of the Company held by holders other than Stockholders and other stockholders entitled to include shares therein ("Other Holders") shall be excluded from such registration and underwriting to the amount recommended extent deemed advisable by the managing underwriter, and, if a further limitation on the number of shares is required, the number of shares that may be included in good faith by such registration and set forth underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the respective number of shares of Common Stock which they held at the time the Company gives the notice specified in Section 2.2(a). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders pro rata in the opinion manner described in the preceding sentence. If any holder of Registrable Shares or any Other Holder disapproves of the terms of any such managing underwriter; providedunderwriting, further, -------- ------- that as such person may elect to withdraw therefrom by written notice to the Selling Holders exercising incidental registration rights Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 2.2, to include any Registrable Shares in a Registration Statement if such reduction shall Registrable Shares can then be pro rata (based on sold pursuant to Rule 144(k) under the number of shares held by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offering. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request Act and represent less than 1% of the Holders under Section 2.1then outstanding shares of Common Stock.

Incidental Registration. (a) If at any time after the date hereof the Company proposes to register any shares of Common Stock under the Securities Act (except pursuant to a registration statement filed (i) on Form S-8 X-0, Xxxx X-0 or Form S-4 or such other form as shall be prescribed under the Securities Act for the same purposescomparable forms, or (ii) with respect to an employee benefit plan, or (iii) solely in connection with a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) Rule 145 transaction under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), the Company will at each such time give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof of its intention to do so. Within twenty (20) days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in such request the intended method of distribution of such securities (the "Designated SecuritiesDESIGNATED SECURITIES"). Upon receipt of such request, the Company shall use its best commercially reasonable efforts to effect the registration of the Designated Securities by including the Designated Securities in such Registration Statement. (b) In the event that securities of the same class as the Registrable Securities are being registered by the Company in such Registration Statement and such securities as well as any of the Designated Securities are to be distributed in an underwritten offering, such Designated Securities shall be included in such underwritten offering on the same terms and conditions as the securities being issued by the Company for distribution pursuant to such underwritten offering; providedPROVIDED, howeverHOWEVER, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of the underwritten offering, then the number of Designated Securities to be included in the Registration Statement shall be reduced to the amount recommended in good faith by and set forth in the opinion of such managing underwriter; providedPROVIDED, furtherFURTHER, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the number of shares held by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offering. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.

Incidental Registration. (a) If at any time after the date hereof the Company proposes to register any shares of Common Stock file a registration statement under the Securities Act (except pursuant to other than in connection with the Shelf Registration, a registration statement filed Demand Registration, a Registration Statement on Form S-8 or Form S-4 or such other S-8 or any form as shall be prescribed under the Securities Act for the same purposessubstituting therefor, or a shelf registration statement filed on Form S-3 covering exclusively shares issued in acquisitions or any form substituting therefor relating to (i) issuances of securities other than Common Stock (or securities convertible into Common Stock) by the Company for cash, or (ii) so long as the Shelf Registration remains effective, resales of equity securities of the Company by one or more security holders of the Company pursuant to Section 4(2) Rule 415 under the Securities Act) with respect to an offering of any class of security by the Company for its own account or for the account of any of its security holders, then the Company shall give written notice of such proposed filing to the holders of the Registrable Securities as soon as practicable (but in no event less than thirty (30) days before the anticipated filing date), or if any other stockholder is being afforded an and such notice shall offer such holders the opportunity to register shares such number of Common Stock (including pursuant Registrable Securities as each such holder may request. Each holder of Registrable Securities desiring to have its Registrable Securities registered under this Section 2.1(a)), 2(c) shall so advise the Company will at each such time give written notice to the Holders in writing within fifteen (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof of its intention to do so. Within twenty (2015) days after the date of receipt of such notice, such Holders may request that notice from the Company register all or part (which request shall set forth the number of the Registrable Securities, stating Securities for which registration is requested). The Company shall include in such request the intended method of distribution of Registration Statement all such securities (the "Designated Securities"). Upon receipt of Registrable Securities so requested to be included therein, and, if such requestregistration is an Underwritten Registration, the Company shall use its best efforts to effect cause the registration of the Designated Securities by including the Designated Securities in such Registration Statement. (b) In the event that securities of the same class as managing underwriter or underwriters to permit the Registrable Securities are being registered by the Company in such Registration Statement and such securities as well as any of the Designated Securities are requested to be distributed in an underwritten offering, such Designated Securities shall be included in the Registration Statement for such underwritten offering to be included (on the same terms and conditions as the similar securities being issued by of the Company for distribution pursuant included therein to such underwritten offeringthe extent appropriate); providedPROVIDED, howeverHOWEVER, that if the managing underwriter or underwriters of -------- ------- such underwritten offering reasonably determines in good faith and advises deliver a written opinion to the parties holders of such Registrable Securities that the inclusion total number of securities that the Company, the holders of Registrable Securities, or such other persons propose to include in such underwritten offering of all the Designated Securities would materially and adversely affect is such that the success of the underwritten offeringoffering would be materially and adversely affected by inclusion of the securities requested to be included, then the number amount of Designated securities to be offered for the accounts of the Company, the holders of Registrable Securities and other holders registering securities pursuant to registration rights shall be allocated as follows: (i) if such registration has been initiated by the Company as a primary offering, FIRST to the securities sought to be included by the Company, SECOND to the Priority Securities sought to be included by the holders thereof, and THIRD to the Registrable Securities sought to be included by the holders thereof and the securities sought to be included by other holders of registration rights, pro rata, on the basis of the number of securities owned by each such holder, and fourth the securities sought to be included by other holders of registration rights that by their terms are subordinate to the registration rights of the security holders referred to in the Registration Statement shall be reduced immediately preceding clause, pro rata, on the basis of the number of securities owned by each such holder; and (ii) if such registration has been initiated by another holder of registration rights (other than pursuant to Section 2(b) hereof), FIRST to the amount recommended in good faith securities sought to be included by and set forth in the opinion of such managing underwriter; provideddemanding holder, further, -------- ------- that as SECOND to the Selling Holders exercising incidental Priority Securities sought to be included by the holders thereof, THIRD to the Registrable Securities sought to be included by the holders thereof and to all other securities sought to be included by other holders of registration rights, pro rata, on the basis of the number of securities owned by each such holder, and FOURTH to the securities sought to be included by the Company among the Company and any other holders of registration rights in respect of securities of the Company that by their terms are subordinate to the rights of the security holders referred to in priority SECOND above in accordance with the terms of the agreements granting such rights. If the number of Registrable Securities sought to be registered pursuant to this Section 2.22(c) by a holder of Registrable Securities is reduced as provided above, such reduction holder shall be pro rata (based on have the number of shares held by each) right to withdraw such holder's request for registration with respect to all of the Designated Registrable Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offering. (c) initially sought to be registered. No registration effected under pursuant to a request or requests referred to in this Section 2.2 2(c) shall relieve the Company of its obligations be deemed to effect registrations at the request of the Holders under Section 2.1be a Shelf Registration or a Demand Registration.

Incidental Registration. (a) If at any Each time after the date hereof the Company proposes Onsite shall determine to register any shares of Common Stock file a registration statement under the Securities Act (except pursuant with respect to a registration statement filed (i) on Form S-8 or any successor form to such Form S-4 or such other form as shall be prescribed under the Securities Act for the same purposes, (ii) filed in connection with an exchange offer or relating to a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions transaction pursuant to Section 4(2) under Rule 145 of the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including than pursuant to Section 2.1(a))2 hereof, in connection with the Company will at each such time proposed offer and sale for money of any of its securities either for its own account or on behalf of any other security holder, Onsite agrees to give promptly written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof of its intention determination to do soall Holders of Registrable Securities. Within twenty Upon the written request of a Holder of any shares of Registrable Securities given within thirty (2030) days after the receipt of such noticewritten notice from Onsite, Onsite agrees to cause all such Registrable Securities, the Holders may request that of which have so requested registration thereof, to be included in such registration statement and registered under the Company register Securities Act, all to the extent requisite to permit the sale or part other disposition by the prospective seller or sellers of the Registrable Securities, stating in such request the intended method of distribution of such securities (the "Designated Securities"). Upon receipt of such request, the Company shall use its best efforts Securities to effect the registration of the Designated Securities by including the Designated Securities in such Registration Statementbe so registered. (b) If the registration of which Onsite gives written notice pursuant to Section 3(a) is for a public offering involving an underwriting, Onsite agrees to so advise the Holders as a part of its written notice. In such event the event right of any Holder to registration pursuant to this Section 3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with Onsite and the other holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by Onsite, provided that securities such underwriting agreement is in customary form and is reasonably acceptable to the Holders of a majority of the same class as the shares of Registrable Securities are being registered by the Company in such Registration Statement and such securities as well as any of the Designated Securities are requested to be distributed in an underwritten offering, such Designated Securities shall be included in such underwritten offering on the same terms and conditions as the securities being issued by the Company for distribution pursuant to such underwritten offering; providedregistration. (c) Notwithstanding any other provision of this Section 3, however, that if the managing underwriter of -------- ------- an underwritten distribution advises Onsite and the Holders of the Registrable Securities participating in such underwritten offering reasonably determines registration in writing that in its good faith judgment the number of shares of Registrable Securities and advises the parties that other securities requested to be registered exceeds the inclusion number of shares of Registrable Securities and other securities which can be sold in such underwritten offering of all the Designated Securities would materially and adversely affect the success of the underwritten offering, then (i) the number of Designated shares of Registrable Securities and other securities so requested to be included in the Registration Statement offering shall be reduced to that number of shares which in the amount recommended in good faith judgment of the managing underwriter can be sold in such offering, and (ii) Onsite shall register: (A) first, up to the full number of securities requested to be included therein by and set forth holders exercising demand registration rights which in the opinion of such underwriter can be sold without adversely affecting the offering or all securities that Onsite proposes to sell to the public, the proceeds of which shall go to Onsite, (B) second, up to the full number of shares of Common Stock requested pursuant to Section 3(a) in excess of the number or dollar amount of securities to be sold under subparagraph A, which, in the opinion of such managing underwriter; providedunderwriter or underwriters, furthercan be sold without adversely affecting the offering, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based among such persons requesting inclusion on the basis of the aggregate number of shares held of Common Stock requested to be registered by eachsuch persons; (C) with respect finally, any additional securities requested to be included by shareholders which do not otherwise have incidental nor demand registration rights. All Registrable Securities and other securities which are excluded from the Designated underwriting by reason of the underwriter's marketing limitation and all other Registrable Securities with other Persons holding contractual incidental or "piggy-back" registration rights not originally requested to be so included shall not be included in such underwritten offeringregistration. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.

Incidental Registration. (a) 2.1.1. If the Company at any time after the date hereof the Company proposes to register any shares of Common Stock under the Securities Act (except pursuant to a registration statement filed on Form S-8 or Form S-4 or such other form as shall be prescribed under the Securities Act for the same purposes, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) its securities under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), for this purpose a registration effected by the Company will at each such time give written notice to for securityholders other than the Holders (other than a registration relating solely to employee benefit plans on Form S-8 or similar forms that may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction), it shall notify all Holders participating of Registrable Shares in a demand writing promptly of such registration. Each Holder desiring to include in any such registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof statement all or any part of its intention to do so. Within the Registrable Shares held by it shall, within twenty (20) days after receipt delivery of such noticethe above-described notice by the Company, such Holders may request that so notify the Company register in writing specifying the number of Registrable Shares requested to be included. The Company shall, subject to the provisions of Sections 2.1.2 and 2.1.3, cause to be registered all or part of the Registrable Securities, stating Shares that each such Holder has requested to be included in such request registration. If a Holder decides not to include all of its Registrable Shares in any registration statement thereafter filed by the intended method Company, such Holder shall nevertheless continue to have the right to include any Registrable Shares in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of distribution its securities, all upon the terms and conditions set forth herein. The number of such securities (occurrences of the "Designated Securities")registration pursuant to this Section 2.1 shall be unlimited. 2.1.2. Upon receipt of such requestIf the registration statement under which the Company gives notice under this Section 2.1 is for an underwritten offering, the Company shall use so advise the Holders of Registrable Shares as part of its best efforts notice made pursuant to effect Section 2.1.1. In such event, the right of any such Holder to be included in a registration pursuant to this Section 2.1 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. 2.1.3. Notwithstanding any other provision of this Agreement, if the registration of the Designated Securities by including the Designated Securities in such Registration Statement. (b) In the event that securities of the same class as the Registrable Securities are being registered by statement under which the Company in such Registration Statement and such securities as well as any of the Designated Securities are to be distributed in gives notice under this Section 2.1 is for an underwritten offering, such Designated Securities and the managing underwriter(s) determine(s) in good faith and advise(s) the Initiating Holders in writing that marketing factors require a limitation of the number of shares (including Registrable Shares) to be underwritten in any registration statement under this Section 2.1, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; and second, to the Holders of Registrable Shares pro-rata, based on the total number of Registrable Shares then held by the Holders of Registrable Shares requesting to be included in such underwritten offering on registration, or in such other proportion as shall mutually be agreed to by all such selling Holders. To facilitate the same terms and conditions as allocation of shares in accordance with the securities being issued by above provisions, the Company for distribution pursuant to such underwritten offering; provided, however, that if or the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of the underwritten offering, then the number of Designated Securities to be included in the Registration Statement shall be reduced to the amount recommended in good faith by and set forth in the opinion of such managing underwriter; provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on underwriters may round the number of shares held by each) with respect allocated to any Holder to the Designated Securities with nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall (i) the number of Registrable Shares included in the offering be reduced unless all other Persons holding contractual incidental securities (other than securities to be sold by the Company) are first entirely excluded from the offering, or "piggy-back" registration rights (ii) the number of Registrable Shares included in the offering be reduced below twenty percent (20%) of the total number of securities included in such underwritten offering. Any Registrable Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.

Incidental Registration. (a) If the Corporation at any time after the date hereof the Company proposes for any reason to register any shares of Common Stock its securities under the Securities Act subsequent to its initial public offering (except other than pursuant to a registration statement filed on Form S-8 X-0, X-0 or Form S-4 similar or such other successor form as shall be prescribed under the Securities Act for the same purposes(collectively, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a"Excluded Forms")), the Company will at it shall each such time promptly give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof all holders of outstanding Restricted Securities of its intention so to do so. Within twenty (20) do, and, upon the written request, given within 30 days after receipt of any such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in holder of any such Restricted Securities to register any Restricted Shares (which request shall specify the holders and shall state the intended method of distribution disposition of such securities (Restricted Shares by the "Designated Securities"prospective seller). Upon receipt of such request, the Company Corporation shall use its best efforts to effect cause all such Restricted Shares (in minimum aggregate amounts of 10,000 shares as presently constituted and subject to adjustment for subsequent stock splits, combinations and dividends) to be registered under the registration Securities Act promptly upon receipt of the Designated Securities written request of such holders for such registration, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid) by including the Designated Securities in such Registration Statement. (b) prospective seller or sellers of the Restricted Shares so registered. In the event that the proposed registration by the Corporation is, in whole or in part, an underwritten public offering of securities of the same class as the Registrable Securities are being registered by the Company in Corporation, any request pursuant to this Section 10.6 to register Restricted Shares may specify that such Registration Statement and such securities as well as any of the Designated Securities shares are to be distributed in an underwritten offering, such Designated Securities shall be included in such underwritten offering the underwriting (a) on the same terms and conditions as the securities shares of Common Stock, if any, otherwise being issued by sold through underwriters under such registration or (b) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the Company for distribution pursuant to event that no shares of Common Stock other than Restricted Shares are being sold through underwriters under such underwritten offeringregistration; provided, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties in writing that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of Restricted Shares proposed to be included in the underwritten offeringpublic offering and other issued and outstanding shares of Common Stock proposed to be included therein by persons other than holders of Restricted Securities and other than Xxxxx NEPA and Hwang (the "Other Shares") would interfere with the successful marketing (including pricing) of such securities, then the number of Designated Securities Restricted Shares, Xxxxx shares, NEPA shares, Hwang shares and Other Shares to be included in the Registration Statement such underwritten public offering shall be reduced to the amount recommended in good faith by and set forth in the opinion of such managing underwriter; providedfirst, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (among the holders of Other Shares; second, if necessary, pro rata among the holders of Restricted Shares, Xxxxx, NEPA and Hwang, based on upon the number of shares held requested by each) with respect holders thereof to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights be registered in such underwritten public offering; and lastly, if necessary, among the Corporation's shares requested by the Corporation to be registered in such Section 10.6 underwritten public offering, subject however to Section 10.5 (b). (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.

Incidental Registration. (a) If at any time after prior to the date hereof expiration of the term of the Warrants, the Company proposes to register any shares of Common Stock file a registration statement under the Securities Act (except pursuant to other than in connection with the Shelf Registration, or a registration statement filed Registration Statement on Form S-8 or Form S-4 or such other S-8, or any form as shall be prescribed under substituting therefor) with respect to an offering of any class of security by the Securities Act Company for its own account or for the same purposesaccount of any of its security holders, or a registration statement filed on Form S-3 covering exclusively shares issued then the Company shall give written notice of such proposed filing to Lender as soon as practicable (but in acquisitions pursuant to Section 4(2) under no event less than thirty days before the Securities Actanticipated filing date), or if any other stockholder is being afforded an and such notice shall offer to Lender the opportunity to register shares such number of Common Stock (including pursuant to Section 2.1(a)), Registrable Securities as Lender may request. Lender shall so advise the Company will at each such time give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof of its intention to do so. Within twenty (20) writing within 20 days after the date of receipt of such notice, such Holders may request that notice from the Company register all or part (which request shall set forth the number of the Registrable Securities, stating Securities for which registration is requested). The Company shall include in such request the intended method of distribution of Registration Statement all such securities (the "Designated Securities"). Upon receipt of Registrable Securities so requested to be included therein, and, if such requestregistration is an Underwritten Registration, the Company shall use its best efforts to effect cause the registration of the Designated Securities by including the Designated Securities in such Registration Statement. (b) In the event that securities of the same class as managing underwriter or underwriters to permit the Registrable Securities are being registered by the Company in such Registration Statement and such securities as well as any of the Designated Securities are requested to be distributed in an underwritten offering, such Designated Securities shall be included in the Registration Statement for such underwritten offering to be included (on the same terms and conditions as the similar securities being issued by of the Company for distribution pursuant included therein to such underwritten offeringthe extent appropriate); provided, however, that if the managing underwriter or underwriters of -------- ------- such underwritten offering reasonably determines in good faith and advises deliver a written opinion to the parties Lender that the inclusion total number of securities that are proposed to be included in such underwritten offering of all the Designated Securities would materially and adversely affect is such that the success of the underwritten offeringoffering would be materially and adversely affected by inclusion of the securities requested to be included, then the number amount of Designated Securities securities to be offered for the accounts of the Company, the Lender and other holders registering securities pursuant to registration rights shall be allocated as follows: (i) if such registration has been initiated by the Company as a primary offering, first to the securities sought to be included in by the Registration Statement shall be reduced Company, second to the amount recommended in good faith Registrable Securities sought to be included by Lender and set forth in the opinion of such managing underwriter; provided, further, -------- ------- that as third to the Selling Holders exercising incidental securities sought to be included by other holders of registration rights; and (ii) if such registration has been initiated by a holder of registration rights pursuant (other than Lender), first to this Section 2.2the securities sought to be included by such holder, such reduction shall second to the securities sought to be included by the Company, and third to the Registrable Securities sought to be included by Lender and to all other securities sought to be included by other holders of registration rights, pro rata (based rata, on the basis of the number of shares held securities owned by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in each such underwritten offeringholder. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.

Incidental Registration. (a) If at any time after Subject to Section 3(b) below, the date hereof Company covenants and ------------ agrees that in the event the Company proposes to register any shares of Common Stock file a registration statement under the Securities Act with respect to any of its Common Stock (except other than pursuant to a registration statement filed statements on Form S-4 or Form S-8 or Form S-4 any successor or such similar forms and other form as shall be prescribed under the Securities Act for the same purposes, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions than registrations pursuant to Section 4(2) under the Securities Act2 hereof), --------- whether or if not for its own account, then the Company shall give written notice of such proposed filing to all of the Investors promptly (and in any other stockholder is being afforded an event at least thirty (30) days before the anticipated filing date). Such notice shall offer to the Investors, together with others who have similar rights, the opportunity to register shares include in such registration statement such number of Registrable Securities as they may request (whether or not the Registrable Securities have been included in a shelf registration statement). The Company shall direct and use its reasonable best efforts to cause the managing underwriter of any proposed underwritten offering (unless the offering is an underwritten offering of a class of the Company's equity securities other than the Common Stock and the managing underwriter has advised the Company in writing that, in its opinion, the inclusion in such offering of Common Stock (including pursuant would materially adversely affect the distribution of such offering) to Section 2.1(a))permit the holders of Registrable Securities requested to be included in the registration to include such Registrable Securities in the proposed offering and the Company shall include such Registrable Securities in such proposed offering on the same terms and conditions as any similar securities of the Company included therein. If the offering of which the Company gives notice is a public offering involving an underwriter, the Company will at each such time give written notice right of an Investor to the Holders (other than Holders participating in a demand registration pursuant to this Section 2.1(a)------- 3(a) as provided shall be conditioned upon (i) such Investor's participation in Section 11.4 hereof such ---- underwriting and the inclusion of its intention the Registrable Securities to do so. Within twenty be sold by such Investor in the underwriting and (20ii) days after receipt of such notice, such Holders may request that Investor executing an underwriting agreement entered into by the Company register all or part which includes customary terms and conditions relating to sales by shareholders, but containing representations and warranties limited solely to ownership of the Registrable Securities, stating the right to transfer the Registrable Securities, and customary representations regarding material misstatements in information supplied by the holders of Registrable Securities and included in the registration statement. The foregoing notwithstanding, in the case of a firm commitment offering on underwriting terms appropriate for such request a transaction, if any such managing underwriter of recognized standing shall advise the intended method Company and the Investors in writing that, in its opinion, the distribution of all or a specified portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities (by increasing the "Designated Securities"). Upon receipt aggregate amount of the offering in excess of the maximum amount of securities which such requestmanaging underwriter believes can reasonably be sold in the contemplated distribution, then the securities to be included in a registration which is a primary underwritten offering on behalf of the Company shall use its best efforts be reduced in the following order: (i) first, Registrable Securities and, to effect the extent consistent with registration rights already afforded to holders of such other securities, such other securities requested to be included by holders of such other securities shall be excluded pro rata based upon the Designated Securities by including number sought to be included in the Designated Securities in such Registration StatementCompany's registration statement, and (ii) second, the securities the Company proposes to include therein shall be excluded. (b) In the event that securities a holder or holders of the same class as the Registrable Securities are being registered by Company's securities (other than an Investor) requests, pursuant to rights granted to such holder or holders, that the Company in such Registration Statement file a registration statement for the public offering of securities and such securities as well as any the Company and the other holders of the Designated Securities are Company's securities (including the Investors) who have rights to be distributed in an underwritten offering, such Designated Securities shall be included in such underwritten offering on the same terms registration, request to be included in such registration and conditions as the securities being issued by the Company for distribution pursuant to such underwritten offering; provided, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith offering, if any, shall advise the Company and advises the parties that the holders requesting inclusion in such underwritten the offering that, in its opinion, the distribution of all the Designated Securities would materially and adversely affect the success a specified portion of the underwritten offering, then the number of Designated Securities securities requested to be included in the Registration Statement registration would materially adversely affect the distribution of such securities by increasing the aggregate amount of the offering in excess of the maximum amount of securities which such managing underwriter believes can reasonably be sold in the contemplated distribution then, the securities to be included in the registration shall be reduced in the following order: (i) first, any securities requested to be included therein by the holders of such other securities in such a manner as determined by the Company, (ii) second, securities proposed to be included by the Company shall be excluded, (iii) third, Registrable Securities shall be excluded pro rata, (iv) fourth, to the amount recommended extent consistent with registration rights already granted to such holders, securities requested to be included therein by the holder or holders making the initial request for the registration. For purposes of this Section 3(b), the Company agrees to request ----------------- for inclusion in the registration only that number of securities that the Company intends, in good faith faith, to sell, if all such securities so requested by and set forth in the opinion of such Company were permitted to be included by the managing underwriter; provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the number of shares held by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights underwriter in such underwritten offeringregistration and sold pursuant thereto. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.

Incidental Registration. (a) If at any time after the date hereof the Company proposes to register any shares of Common Stock under the Securities Act (except pursuant to a registration statement filed (i) on Form S-8 or Form S-4 or such other form as shall be prescribed under the Securities Act for the same purposesS-8, Xxxx X-0 xx comparable forms, or (ii) with respect to an employee benefit plan, or (iii) solely in connection with a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) Rule 145 transaction under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), the Company will at each such time give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof of its intention to do so. Within twenty ten (2010) days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in such request the intended method of distribution of such securities (the "Designated SecuritiesDESIGNATED SECURITIES"). Upon receipt of such request, the Company shall use its best commercially reasonable efforts to effect the registration of the Designated Securities by including the Designated Securities in such Registration Statement. (b) In the event that securities of the same class as the Registrable Securities are being registered by the Company in such Registration Statement and such securities as well as any of the Designated Securities are to be distributed in an underwritten offering, such Designated Securities shall be included in such underwritten offering on the same terms and conditions as the securities being issued by the Company for distribution pursuant to such underwritten offering; provided, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties confirms in writing that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of the underwritten offering, then the number of Designated Securities to be included in the Registration Statement shall be reduced to the amount recommended in good faith by and set forth in the opinion written notice of such managing underwriter; provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the number of shares held by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offering. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.

Incidental Registration. (a) If the Company at any time proposes ----------------------- for any reason to register any of its securities under the Securities Act (other than pursuant to a registration statement on Form X-0, X-0 or similar or successor form (collectively, "Excluded Forms")), it shall at such time promptly give written notice to the Purchasers of its intention so to do, and, upon the written request, given within 30 days after receipt of any such notice, or the date hereof the Company proposes Purchaser to register any shares of Common Stock under (which request shall specify the Securities Act (except pursuant shares intended to a registration statement filed on Form S-8 be sold or Form S-4 or such other form as disposed of and shall be prescribed under the Securities Act for the same purposes, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), the Company will at each such time give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof of its intention to do so. Within twenty (20) days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in such request state the intended method of distribution disposition of such securities (the "Designated Securities"shares). Upon receipt of such request, the Company shall use its best efforts to effect cause all such shares of Common Stock to be registered under the registration Securities Act promptly upon receipt of the Designated Securities written request of such holders for such registration, all to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof, as aforesaid) by including the Designated Securities in such Registration Statement. (b) Purchaser. In the event that the proposed registration by the Company is, in whole or in part, an underwritten public offering of securities of the same class as the Registrable Securities are being registered by the Company in Company, any request pursuant to this Section 1 to register Common Stock may specify that such Registration Statement and such securities as well as any of the Designated Securities shares are to be distributed in an underwritten offering, such Designated Securities shall be included in such underwritten offering the underwriting (a) on the same terms and conditions as those on which any Common Stock is otherwise being sold through underwriters under such registration or (b) on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances in the securities event that no shares of Common Stock are being issued by the Company for distribution pursuant to sold through underwriters under such underwritten offeringregistration; provided, however, that if the managing ----------------- underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties in writing that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of Common Stock proposed to be included in the underwritten offeringpublic offering and other issued and outstanding shares of Common Stock proposed to be included therein by persons other than those owned by the Purchaser (the "Other Shares") would interfere with the successful marketing of such securities, then the number of Designated Securities shares of Common Stock and Other Shares to be included in such underwritten public offering shall be reduced, pro rata; -------- provided, however, that in no event may such reduction have the effect of not ----------------- permitting at least 33-1/3% of the shares of Common Stock subject to this Agreement to be included in the Registration Statement shall be reduced to the amount recommended in good faith by and set forth in the opinion of such managing underwriter; provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the number of shares held by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten public offering. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.

Incidental Registration. (a) If the Holding Company at any time after or from time to time shall determine to effect the date hereof registration of any of its shares of Common Stock (whether in connection with an offering by the Holding Company proposes or others) (but excluding a registration relating solely to employee benefit plans; relating solely to securities to be issued in a merger, acquisition of the stock or assets of another entity or in a similar transaction, or a registration on a form that does not permit secondary sales), then, in each such case (including the Holding Company’s initial public offering), the Holding Company will: (i) promptly give written notice to each Holder of the proposed registration (which shall specify if such registration shall involve an underwritten offering); and (ii) include among the securities that it then intends to register all Registrable Shares specified by any Holder thereof in a written request or requests, made within 30 days after receipt of such written notice from the Holding Company. (b) The obligations of the Holding Company under this section 2.2 to effect any such registration are subject to the following qualifications: (i) the Holding Company shall pay all Registration Expenses related to any registration contemplated by this section 2.2, and any Selling Expenses in connection with any registration under this section 2.2 shall be allocated among all Persons on whose behalf Registrable Shares are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf; (ii) if the registration statement under which the Holding Company gives notice under this section 2.2 is for an underwritten offering, the right of any Holder to be included in a registration pursuant to this section 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Shares in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting by the Holding Company; (iii) notwithstanding any other provision of this Agreement, if, in connection with any underwritten offering pursuant to this section 2.2, the Managing Underwriter(s) shall impose a limitation on the number or kind of securities that may be included in any such registration for sale by any Person other than the Holding Company because, in its reasonable judgment, such limitation is necessary to effect an orderly public distribution or to prevent an adverse effect upon such offering, then there shall be included in such registration (A) first, all securities proposed to be issued and sold by the Holding Company for its own account; (B) second, if all of the securities to be issued and sold by the Holding Company have been so included, such Registrable Shares (which may be none) of the Holders that are entitled to participate in the registration and that have requested to be included in such registration pro rata on the basis of the total number of Registrable Shares owned by each such participating Holder that are subject to incidental registration rights pursuant hereto and (C) if all of the securities described in clauses (A) and (B) have been so included, all other securities of the Holding Company requested to be included by other Persons in such registration on a pro rata basis; (iv) in connection with an initial public offering of the Holding Company, the Managing Underwriter(s) may require that each Holder that has requested participation in the registration pursuant to this section 2.2 shall agree not to sell, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock held by such Holder (other than those included in the registration) for a period specified by the representative of the Underwriter(s) not to exceed ten (10) days prior to and one hundred eighty (180) days following the date that such initial public offering is declared effective by the Commission; and (v) the Holding Company shall have the right to delay, terminate or withdraw any registration initiated by it under this section 2.2 at any time prior to the Securities Act (except pursuant effectiveness of such registration whether or not any Holder has elected to a registration statement filed on Form S-8 or Form S-4 or include Registrable Shares in such other form as registration. The Holding Company shall be prescribed under the Securities Act for the same purposes, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), the Company will at each such time give deliver written notice to the Holders (other than Holders participating in a demand registration pursuant each Holder that was eligible to Section 2.1(a)) as provided in Section 11.4 hereof of its intention to do so. Within twenty (20) days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating participate in such request the intended method of distribution of such securities (the "Designated Securities"). Upon receipt of such request, the Company shall use its best efforts registration and that requested to effect the registration of the Designated Securities by including the Designated Securities in such Registration Statement. (b) In the event that securities of the same class as the Registrable Securities are being registered by the Company in such Registration Statement and such securities as well as any of the Designated Securities are to be distributed in an underwritten offering, such Designated Securities shall be included in such underwritten offering on registration of the Holding Company’s determination to delay or not to effect such registration, and: (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Shares, for the same terms and conditions period as the securities being issued by the Company for distribution pursuant to delay in registering such underwritten offering; provided, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of the underwritten offering, then the number of Designated Securities to be included in the Registration Statement shall be reduced to the amount recommended in good faith by and set forth in the opinion of such managing underwriter; provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the number of shares held by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offeringsecurities. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.

Incidental Registration. (ai) If at any time after the date hereof Whenever the Company proposes to register any shares of Common Stock under the Securities Act (except pursuant to file a registration statement filed on Form S-8 or Form S-4 or such other form as shall be prescribed under the Securities Act for the same purposes, or a registration statement filed on Form S-3 Registration Statement covering exclusively shares issued in acquisitions pursuant to Section 4(2) under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including other than a Registration Statement covering shares to be sold solely for the account of Other Holders, which shares were acquired pursuant to Section 2.1(a))either (i) an acquisition of a company of which they were formerly stockholders, (ii) a "private placement" under the Company will Securities Act or (iii) Rule 144A under the Securities Act) at each any time and from time to time, it will, prior to such time filing, give written notice to the Holders all holders of Registrable Shares (other than Holders participating in a demand registration pursuant to Section 2.1(a)"Holder") as provided in Section 11.4 hereof of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a written notice from the managing underwriter pursuant to Section 2(a)(ii) below. Within twenty (20) Upon the written request of a Holder given within 20 days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in provides such notice (which request shall state the intended method of distribution disposition of such securities (the "Designated Securities"Registrable Shares). Upon receipt of such request, the Company shall use its best commercially reasonable efforts to effect cause all Registrable Shares which the Company has been requested by such Holder to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder; provided that the Company shall have the right to postpone or withdraw any registration of the Designated Securities by including the Designated Securities in such Registration Statementeffected pursuant to this Section 2(a) without obligation to any Holder. (bii) In If the event that securities registration for which the Company gives notice pursuant to Section 2(a)(i) is a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the same class as written notice given pursuant to Section 2(a)(i). In such event, (i) the right of any Holders to include its Registrable Securities are being registered Shares in such registration pursuant to this Section 2(a) shall be conditioned upon such Holder's participation in such underwriting on the terms set forth herein and (ii) all Holders including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for the underwriting by the Company. If any Holder who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, and subject to the superior rights, if any, of any other holder of the Company's capital stock then outstanding, which other holders shall by virtue of such superior rights receive preference over the Holders (the "Superior Rights Holders") the shares held by holders other than Holders and Other Holders shall be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and, if a further reduction of the number of shares is required, and, subject to the rights of Superior Rights Holders, if any, the number of shares that may be included in such Registration Statement and such securities as well as any of the Designated Securities are to be distributed in an underwritten offering, such Designated Securities underwriting shall be included allocated among all Holders and Other Holders requesting registration in such underwritten offering on the same terms and conditions proportion, as the securities being issued by the Company for distribution pursuant to such underwritten offering; providednearly as practicable, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of the underwritten offering, then the number of Designated Securities to be included in the Registration Statement shall be reduced to the amount recommended in good faith by and set forth in the opinion of such managing underwriter; provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the respective number of shares of Common Stock (on an as-converted basis) held by each) with respect to them on the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offering. (c) No registration effected under this Section 2.2 shall relieve date the Company of its obligations gives the notice specified in Section 2(a)(i) above. If any Holder or Other Holder would thus be entitled to effect registrations at include more shares than such holder requested to be registered, the request of excess shall be allocated among other requesting Holders and Other Holders pro rata in the Holders under Section 2.1manner described in the preceding sentence.

Incidental Registration. (a) If at any time after the date hereof Whenever the Company proposes to register any shares of Common Stock under the Securities Act file a Registration Statement (except pursuant to other than a registration statement Registration Statement filed on Form S-8 or Form S-4 or such other form as shall be prescribed under the Securities Act for the same purposes, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(22.1) under the Securities Act)at any time and from time to time, or if any other stockholder is being afforded an opportunity it will, prior to register shares of Common Stock (including pursuant to Section 2.1(a))such filing, the Company will at each such time give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof all Stockholders of its intention to do so; provided, that no such notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Within twenty (20) Upon the written request of a Stockholder or Stockholders given within 20 days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in provides such notice (which request shall state the intended method of distribution disposition of such securities (the "Designated Securities"Registrable Shares). Upon receipt of such request, the Company shall use its best efforts to effect cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration of the Designated Securities by including the Designated Securities in such Registration Statementeffected pursuant to this Section 2.2 without obligation to any Stockholder. (b) In If the event that securities registration for which the Company gives notice pursuant to Section 2.2(a) is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the same class as written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Securities are being registered Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company in Company, provided that such Registration Statement and such securities as well as any underwriting agreement shall not provide for indemnification or contribution obligations on the part of Stockholders materially greater than the obligations of the Designated Securities are to be distributed in an underwritten offering, such Designated Securities shall be included in such underwritten offering on the same terms and conditions as the securities being issued by the Company for distribution Stockholders pursuant to such underwritten offering; providedSection 2.5. Notwithstanding any other provision of this Section 2.2, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the Designated Securities shares requested to be registered would materially and adversely affect the success of the underwritten offering, then the Company may limit the number of Designated Securities Registrable Shares to be included in the Registration Statement registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be reduced allocated in the following manner. The securities of the Company held by holders other than Stockholders and Other Holders shall be excluded from such registration and underwriting to the amount recommended in good faith extent deemed advisable by and set forth in the opinion of such managing underwriter; provided, furtherand, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based if a further limitation on the number of shares held by each) with respect is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the Designated Securities with other Persons holding contractual incidental or "piggyrespective number of shares of Common Stock (on an as-back" registration rights in such underwritten offering. (cconverted basis) No registration effected under this Section 2.2 shall relieve which they held at the time the Company gives the notice specified in Section 2.2(a), provided that the number of its obligations Registrable Shares permitted to effect registrations be included therein shall in any event be at the request least 50% of the securities included therein that are not being sold for the account of the Company (based on aggregate market values). If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other requesting Stockholders and Other Holders under Section 2.1pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or any officer, director or Other Holder disapproves of the terms of any such underwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration.

Incidental Registration. (a) If at any time after the date hereof the Company If, prior to July 13, 2004, PerkinElmer proposes to register any shares of Common Stock under the Securities Act file a registration statement (except pursuant to other than a registration statement filed pursuant to Section 3.1 or a registration statement on Form S-8 or Form S-4 S-4, or such their successors, or any other form as for a similar limited purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation) for a primary offering and sale of shares of PerkinElmer Common (b) The right of the Stockholder to include its Merger Shares in any Company Registration Statement shall be prescribed under conditioned upon the Securities Act Stockholder's participation in the underwriting for such Company Registration Statement on the terms set forth herein. The Stockholder shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the same purposes, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) under the Securities Act), or if underwriting by PerkinElmer. Notwithstanding any other stockholder is being afforded an opportunity provision of this Section 3.2, if the managing underwriter advises PerkinElmer in writing that in its opinion the inclusion of all shares requested to register shares of Common Stock be registered by PerkinElmer and any selling stockholders (including pursuant the Stockholder) would adversely affect the offering, PerkinElmer may limit the number of Merger Shares to Section 2.1(a))be included in the Company Registration Statement and underwriting. In such event, PerkinElmer shall so advise the Stockholder, and the number of shares that are entitled to be included in the Company Registration Statement and underwriting shall be allocated in the following manner: (i) First, the Company will at each such time give written notice securities of PerkinElmer to the Holders (other than Holders participating be issued by PerkinElmer shall be included in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof of its intention to do so. Within twenty (20) days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in such request the intended method of distribution of such securities (the "Designated Securities"). Upon receipt of such request, the Company shall use its best efforts to effect the registration of the Designated Securities by including the Designated Securities in such Registration Statement. (bii) In Second, the event that securities of the same class as the Registrable Securities are being registered PerkinElmer held by the Company Stockholder and other holders of securities of PerkinElmer who are entitled, by contract with PerkinElmer, to have securities included in such Registration Statement and such securities as well as any of the Designated Securities are to be distributed in an underwritten offering, such Designated Securities a registration statement shall be included in such underwritten offering on the same terms and conditions as the securities being issued by the Company for distribution pursuant to such underwritten offering; providedRegistration Statement, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of the underwritten offering, then on a pro rata basis based upon the number of Designated Securities to be included in the Registration Statement shall be reduced to the amount recommended in good faith by and set forth in the opinion securities of such managing underwriter; provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the number of shares held by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offering. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.PerkinElmer

Incidental Registration. (a) If at any time after the date hereof the Company proposes to register any shares shall propose the filing of Common Stock a Registration Statement on an appropriate form under the Securities Act (except of any securities of the Company being offered for cash, otherwise than pursuant to Section 10.1 hereof and other than a registration statement filed on Form Forms S-8 or Form S-4 or any equivalent form then in effect, then the Company shall give the holders of Registrable Securities notice of such other form as proposed registration and shall be prescribed under the Securities Act for the same purposes, include in any Registration Statement relating to such securities all or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), the Company will at each such time give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof of its intention to do so. Within twenty (20) days after receipt of such notice, such Holders may request that the Company register all or part portion of the Registrable SecuritiesSecurities then owned by such holders, stating in which such holders shall request (such holders to be considered Selling Investors), by notice given by such holders to the intended method of distribution Company within 30 days after the giving of such securities (notice by the "Designated Securities")Company, to be so included. Upon receipt In the event of such requestthe inclusion of Registrable Securities pursuant to this Section 10.3, the Company shall use its best efforts to effect the registration bear all of the Designated Securities by including the Designated Securities in Costs and Expenses of such Registration Statement. (b) In the event that securities of the same class as the Registrable Securities are being registered by the Company in such Registration Statement and such securities as well as any of the Designated Securities are to be distributed in an underwritten offering, such Designated Securities shall be included in such underwritten offering on the same terms and conditions as the securities being issued by the Company for distribution pursuant to such underwritten offeringregistration; provided, however, that if the managing underwriter Selling Investors shall pay, pro rata based upon the number of -------- ------- such underwritten offering reasonably determines in good faith Registrable Securities included therein, the underwriters discounts and advises the parties that compensation attributable to the inclusion in of such underwritten offering Registrable Securities. In the event the distribution of all the Designated Securities would materially and adversely affect the success securities of the underwritten offeringCompany covered by a Registration Statement referred to in this Section 10.3 is to be underwritten, then the number Company's obligation to include Registrable Securities in such Registration Statement shall be subject, at the option of Designated Securities the Company, to the following further conditions: (a) The distribution for the account of the Selling Investors shall be underwritten by the same underwriters who are underwriting the distribution of the securities for the account of the Company and/or any other persons whose securities are covered by such Registration Statement, and the Selling Investors will enter into an agreement with such underwriters containing customary provisions; If the underwriting agreement entered into with the aforesaid underwriters contains restrictions upon the sale of securities of the Company, other than the securities which are to be included in the proposed distribution, for a period not exceeding 180 days from the effective date of the Registration Statement shall Statement, then such restrictions will be reduced to the amount recommended in good faith by and set forth in the opinion of such managing underwriter; provided, further, -------- ------- that as to binding upon the Selling Holders exercising incidental registration rights pursuant Investors and, if requested by the Company, the Selling Investors will enter into a written agreement to this Section 2.2, such reduction shall be pro rata (based on the number of shares held by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offering. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request of the Holders under Section 2.1.that effect;

Incidental Registration. (a) If at any time after the date hereof Whenever the Company proposes to register file a Registration Statement (other than the Current Registration Statement) at any shares of Common Stock under the Securities Act (except pursuant time and from time to a registration statement filed on Form S-8 or Form S-4 or time, it will, prior to such other form as shall be prescribed under the Securities Act for the same purposesfiling, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(2) under the Securities Act), or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), the Company will at each such time give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof all Stockholders of its intention to do so; provided, that, to the extent relevant, such notice shall describe any determination of the managing underwriter pursuant to Section 2(b). Within Upon the written request of Stockholder(s) holding Common Stock and/or Warrants representing at least 25% of the Registrable Shares then held by all Stockholders given within twenty (20) days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in provides such notice (which request shall state the intended method of distribution disposition of such securities (the "Designated Securities"Registrable Shares). Upon receipt , but subject to any determination of such requesta managing underwriter pursuant to Section 2(b) below, the Company shall use its best efforts to effect cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided that the Company shall have the right to postpone or withdraw any registration of the Designated Securities by including the Designated Securities in such Registration Statementeffected pursuant to this Section 2 without obligation to any Stockholder. (b) In If the event that securities registration for which the Company gives notice pursuant to Section 2 is a registered public offering involving an underwriting, the Company shall so advise the Stockholders as a part of the same class as written notice given pursuant to Section 2. In such event, the right of any Stockholder to include its Registrable Securities are being registered Shares in such registration pursuant to Section 2 shall be conditioned upon such Stockholder’s participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall (together with the Company, Other Holders, and any officers or directors distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company in such Registration Statement and such securities as well as Company. Notwithstanding any other provision of the Designated Securities are to be distributed in an underwritten offeringthis Section 2, such Designated Securities shall be included in such underwritten offering on the same terms and conditions as the securities being issued by the Company for distribution pursuant to such underwritten offering; provided, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties writing that the inclusion in such underwritten offering of all the Designated Securities shares requested to be registered would materially and adversely affect the success of the underwritten offering, then the Company may limit the number of Designated Securities Registrable Shares to be included in the Registration Statement registration and underwriting. The Company shall so advise all holders of Registrable Shares requesting registration, and the number of shares that are entitled to be included in the registration and underwriting shall be reduced allocated in the following manner. The securities of the Company held by officers and directors of the Company (other than Registrable Shares) shall be excluded from such registration and underwriting to the amount recommended in good faith extent deemed advisable by and set forth in the opinion of such managing underwriter; provided, furtherand, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based if a further limitation on the number of shares held by each) with respect is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders and Other Holders requesting registration in proportion, as nearly as practicable, to the Designated Securities with respective number of Registrable Shares which they held at the time the Company gives the notice specified in Section 2. If any Stockholder or Other Holder would thus be entitled to include more securities than such holder requested to be registered, the excess shall be allocated among other Persons holding contractual incidental requesting Stockholders and Other Holders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares or "piggy-back" registration rights in any officer, director or Other Holder disapproves of the terms of any such underwritten offeringunderwriting, such person may elect to withdraw therefrom by written notice to the Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) No registration effected under Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 2.2 shall relieve 2, to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(k) under the Company of its obligations to effect registrations at the request of the Holders under Section 2.1Securities Act.

Incidental Registration. (a) If Subject to SECTION 6.4(B) and SECTION 6.4(C), if at any time after prior to the date hereof filing of a Registration Statement in connection with the Company Required Registration the Issuer proposes to register any shares of Common Stock under the Securities Act or the 1940 Act, as applicable, any shares of the same class as any of the Registrable Securities (except whether in an underwritten public offering or otherwise and whether or not for the account of the Issuer or for any stockholder of the Issuer), in a manner that would permit the registration under the Securities Act or the 1940 Act, as applicable, of Registrable Securities for sale to the public, the Issuer will give written notice to each Holder of its intention to do so not later than ten (10) days prior to the anticipated filing date of the applicable Registration Statement. Any Holder may elect to participate in such registration on the same basis as the planned method of distribution contemplated by the proposed Registration Statement by delivering to the Issuer written notice of its election, in the form of the Notice and Questionnaire, within five (5) days after its receipt of the Issuer's notice pursuant to this SECTION 6.4(A). A Holder's election pursuant to this SECTION 6.4(A) must (i) specify the amount of Registrable Securities desired to be included in such Registration Statement by such Holder and (ii) include any other information that the Issuer reasonably requests be included in such Registration Statement. Upon its receipt of a Holder's election pursuant to this SECTION 6.4(A), the Issuer will, subject to SECTION 6.5, use its reasonable best efforts to include in such Registration Statement all Registrable Securities requested to be included. Any registration of Registrable Securities pursuant to this SECTION 6.4 is referred to as an "INCIDENTAL REGISTRATION", and any Holder whose Registrable Securities are included at the request of such Holder in an Incidental Registration pursuant to this SECTION 6.4 is referred to as a "SELLING STOCKHOLDER." (b) The Issuer shall have no obligation under this SECTION 6.4 with respect to any registration effected pursuant to a registration statement filed on Form S-4 (or any other registration statement registering shares issued in a merger, consolidation, acquisition, or similar transaction) or Form S-8 or Form S-4 any successor or such other form as shall be prescribed under the Securities Act for the same purposescomparable forms, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions connection with an exchange offer or any offering of securities solely to the Issuer's existing stockholders or otherwise pursuant to Section 4(2) under the Securities Act)a dividend reinvestment plan, stock purchase plan, or if any other stockholder is being afforded an opportunity to register shares of Common Stock (including pursuant to Section 2.1(a)), the Company will at each such time give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof of its intention to do so. Within twenty (20) days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in such request the intended method of distribution of such securities (the "Designated Securities"). Upon receipt of such request, the Company shall use its best efforts to effect the registration of the Designated Securities by including the Designated Securities in such Registration Statement. (b) In the event that securities of the same class as the Registrable Securities are being registered by the Company in such Registration Statement and such securities as well as any of the Designated Securities are to be distributed in an underwritten offering, such Designated Securities shall be included in such underwritten offering on the same terms and conditions as the securities being issued by the Company for distribution pursuant to such underwritten offering; provided, however, that if the managing underwriter of -------- ------- such underwritten offering reasonably determines in good faith and advises the parties that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success of the underwritten offering, then the number of Designated Securities to be included in the Registration Statement shall be reduced to the amount recommended in good faith by and set forth in the opinion of such managing underwriter; provided, further, -------- ------- that as to the Selling Holders exercising incidental registration rights pursuant to this Section 2.2, such reduction shall be pro rata (based on the number of shares held by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offeringemployee benefit plan. (c) No registration effected The Issuer shall have no obligation under this Section 2.2 shall relieve SECTION 6.4 with respect to any registration initiated by one or more Third-Party Demand Stockholders pursuant to one or more registration rights agreements under which the Company rights of its obligations to effect registrations at all such Third-Party Demand Stockholders are PARI PASSU, if: (i) the request applicable registration rights agreement between the Issuer and such Third-Party Demand Stockholders prohibits the inclusion in such registration of securities other than those offered by such Third-Party Demand Stockholders and the Holders under Section 2.1Issuer, and (ii) no securities other than those offered by such Third-Party Demand Stockholders are included in such registration.

Incidental Registration. (a) If at any time after the date hereof Whenever the Company proposes to register any shares of Common Stock under the Securities Act file a Registration Statement (except pursuant to other than a registration statement Registration Statement filed on Form S-8 or Form S-4 or such other form as shall be prescribed under the Securities Act for the same purposes, or a registration statement filed on Form S-3 covering exclusively shares issued in acquisitions pursuant to Section 4(22.1) under the Securities Act)at any time and from time to time, or if any other stockholder is being afforded an opportunity it will, prior to register shares of Common Stock (including pursuant to Section 2.1(a))such filing, the Company will at each such time give written notice to the Holders (other than Holders participating in a demand registration pursuant to Section 2.1(a)) as provided in Section 11.4 hereof all Stockholders of its intention to do so; provided, that no such -------- notice need be given if no Registrable Shares are to be included therein as a result of a determination of the managing underwriter pursuant to Section 2.2(b). Within twenty (20) Upon the written request of a Stockholder or Stockholders given within 20 days after receipt of such notice, such Holders may request that the Company register all or part of the Registrable Securities, stating in provides such notice (which request shall state the intended method of distribution disposition of such securities (the "Designated Securities"Registrable Shares). Upon receipt of such request, the Company shall use its best efforts to effect cause all Registrable Shares which the Company has been requested by such Stockholder or Stockholders to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Stockholder or Stockholders; provided, that the Company -------- shall have the right to postpone or withdraw any registration of the Designated Securities by including the Designated Securities in such Registration Statementeffected pursuant to this Section 2.2 without obligation to any Stockholder. (b) In If the event that securities registration for which the Company gives notice pursuant to Section 2.2(a) involves an underwriting, the Company shall so advise the Stockholders as a part of the same class as written notice given pursuant to Section 2.2(a). In such event, the right of any Stockholder to include its Registrable Securities are being registered Shares in such registration pursuant to Section 2.2 shall be conditioned upon such Stockholder's participation in such underwriting on the terms set forth herein. All Stockholders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the underwriting by the Company in such Registration Statement and such securities as well as Company. Notwithstanding any other provision of the Designated Securities are to be distributed in an underwritten offeringthis Agreement, such Designated Securities shall be included in such underwritten offering on the same terms and conditions as the securities being issued by if the Company for distribution pursuant to such underwritten offering; provided, however, that if and the managing underwriter of -------- ------- such underwritten offering reasonably determines underwriter(s) determine in good faith and advises the parties that the inclusion in such underwritten offering of all the Designated Securities would materially and adversely affect the success marketing factors require a limitation of the underwritten offeringnumber of shares to be underwritten, then the Company and the managing underwriter(s) may exclude shares from the registration and the underwriting, and the number of Designated Securities to shares that may be included in the Registration Statement registration and the underwriting shall be reduced allocated, first to the amount recommended Company or the Company ----- stockholder(s) for which the registration was initiated, and second to each of ------ the Stockholders requesting inclusion of their Registrable Shares in good faith such registration and each of the other holders of piggyback registration rights on a parity with those Stockholders on a pro rata basis based on the total number of Registrable Shares and other securities requested for inclusion in such registration by and set forth each such Stockholder or other holder. If any holder of Registrable Shares or any other Company stockholder requesting inclusions of securities in the opinion registration disapproves of the terms of any such managing underwriter; providedunderwriting, further, -------- ------- that as such person may elect to withdraw therefrom by written notice to the Selling Holders exercising incidental registration rights Company, and any Registrable Shares or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. (c) Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 2.2, to include any Registrable Shares in a Registration Statement if such reduction shall Registrable Shares can then be pro rata (based on sold pursuant to Rule 144(k) under the number of shares held by each) with respect to the Designated Securities with other Persons holding contractual incidental or "piggy-back" registration rights in such underwritten offering. (c) No registration effected under this Section 2.2 shall relieve the Company of its obligations to effect registrations at the request Act and represent less than 1% of the Holders under Section 2.1then outstanding shares of Common Stock.