Common use of Incidental Registration Clause in Contracts

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to all the Stockholders. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and (A) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a).

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time (other than pursuant to Section 4 or Section 6), proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) its securities under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant sale to Section 4.1(a)the public, whether or not for sale for its own accountaccount or for the account of other security holders or both (except with respect to registration statements on Forms X-0, it will X-0 or another form not available for registering the Registrable Securities for sale to the public), each such time as soon as practicable it will give written notice to all holders of outstanding Registrable Securities (including, solely for purpose of this Section 5, the Founder) of its intention to do so to all the Stockholdersdo. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made such holder, received by the Company within 30 thirty (30) days after the receipt giving of any such notice (15 days if by the Company gives telephonic notice with written confirmation Company, to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period register any of time is required because of a planned filing date)its Registrable Securities, the Company will use all its reasonable best efforts to effect cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are statement proposed to be registered filed by the Company, Common Stock Equivalents) all to the extent requisite to permit the sale or other disposition by the Stockholders which holder of such Registrable Securities so registered. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Common Stock, the number of shares of Registrable Securities to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of shares of Registrable Securities owned by such holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same classtherein, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that such number of shares of Registrable Securities shall not be reduced if any shares are to be included in such underwriting for the case account of any registration pursuant to Section 4.1(a), such determination shall not violate any person other than the Company or requesting holders of Registrable Securities. Notwithstanding the Company's obligations under Section 4.1 or any other provision of this Agreement)foregoing, the Company may, at its election, give written notice of such determination may withdraw any registration statement referred to in this Section 5 without thereby incurring any liability to the Stockholders and (A) in the case holders of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)Registrable Securities.

Incidental Registration. Commencing immediately after the date of Closing (a) Right to Include Common Stock and Common Stock Equivalents. If as defined in the Investor Agreement), if the Company at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any determines that it shall file a registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) statement under the Securities 1933 Act (except registrations other than a registration statement on such form(s) solely for registration of Common Stock a Form S-4 or Common Stock Equivalents S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit plan or dividend reinvestment plan or a merger or consolidation)form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will at each such time as soon as practicable the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than thirty (30) days from the date of such notice, and advising each Holder of its intention right to do so to all the Stockholdershave Registrable Stock included in such registration. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 Holder received by the Company no later than twenty (20) days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any date of the Company's obligations under Section 4.1 or any other provision of this Agreement)notice, the Company mayshall use its best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Holder has so requested to be registered. If, at its electionin the written opinion of the managing underwriter or underwriters (or, give written notice of such determination to the Stockholders and (A) in the case of a determination not non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of such securities to registerbe so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be relieved reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the obligation number of securities intended to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right be offered by Holders than the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case fraction of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of similar reductions imposed on such other securities. No registration effected under this Section 4.2(a) shall relieve Persons other than the Company over the amount of any obligation securities they intended to effect a registration upon a Common Stock Request under Section 4.1(a)offer.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If If, after the Company at any time Demand Rights Effective Date (as defined below), B&G Foods proposes to register any of its Class A Common Stock or XXXx (or shares of Class A Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to Senior Subordinated Notes comprising the exercise of rights under Section 4.2(b)XXXx) under the Securities Act (except registrations other than a registration (i) on such form(sForm S-8 or S-4 or any successor or similar forms or (ii) solely for registration of relating to XXXx, Class A Common Stock or Common Stock Equivalents Senior Subordinated Notes issuable upon exercise of employee stock options or in connection with any employee benefit or similar plan or dividend reinvestment plan or a merger or consolidationof B&G Foods), including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will B&G Foods shall each such time as soon as practicable time, subject to the provisions of Section 2.1(b) hereof, give prompt written notice at least concurrently with the initial filing date of its intention the registration statement relating to do so such registration to each Shareholder, which notice shall set forth such Shareholder’s rights under this Section 2.1 and shall offer all such Shareholders the Stockholdersopportunity to include in such registration statement such amount of Registrable Securities as such Shareholders shall request (each, an “Incidental Registration” and the Shareholders requesting an Incidental Registration, the “Relevant Shareholders”). Upon the written request of any Relevant Shareholder made within 15 days after the receipt of notice from B&G Foods (which request shall specify the total number amount and kinds of shares of Common Stock or Common Stock Equivalents Registrable Securities intended to be disposed of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing dateRelevant Shareholders), the Company B&G Foods will use all reasonable its best efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders such Registration Securities which the Company B&G Foods has been so requested to register for sale in by such Relevant Shareholders, to the manner initially proposed by extent required to permit the Companydisposition of such Registration Securities to be so registered; provided that (y) if such registration involves a Public Offering, all Relevant Shareholders must sell their Registration Securities to the Company shall not be obliged underwriters selected as provided in Section 2.4(f) on the same terms and conditions as applicable to B&G Foods and (z) if, at any time after giving written notice of its intention to register any XXXx, Class A Common Stock Equivalents which are not or Senior Subordinated Notes pursuant to this Section 2.1(a) and prior to the effective date of the same classregistration statement filed in connection with such registration, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines B&G Foods shall determine for any reason not to register or to delay registration of the such XXXx, Class A Common Stock or Common Stock Equivalents (providedSenior Subordinated Notes, however, that in the case of any registration pursuant to Section 4.1(a), such determination B&G Foods shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of thereof to all such determination to the Stockholders and (A) in the case of a determination not to registerRelevant Shareholders and, thereupon, shall be relieved of the its obligation to register such Common Stock or Common Stock Equivalents any Registration Securities in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) registration. B&G Foods will pay all Registration Expenses in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in connection with each registration of such other securitiesRegistration Securities requested to be registered pursuant to this Section 2.1 and Section 2.2. No All Shareholders properly requesting registration effected of Registrable Securities under this Section 4.2(a) shall relieve the Company of any obligation 2.1 are referred to effect as “Holders” and all Registrable Securities sought to be registered by such Holders pursuant to this Section 2.1 or by a registration upon BRS Entity, a Common Stock Request under Canterbury Entity, a Protostar Entity or a Demand Transferee pursuant to Section 4.1(a)2.2 are referred to as “Registration Securities.”

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company If, at any time after the First Public Offering, the Company proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) Company Securities under the Securities Act (except registrations other than a registration on such form(s) solely for registration Form S-8 or S-4, or any successor or similar forms, relating to Common Shares issuable upon exercise of Common Stock employee stock options or Common Stock Equivalents in connection with any employee benefit or similar plan of the Company or dividend reinvestment plan in connection with a direct or a merger or consolidation), including registrations pursuant to Section 4.1(aindirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time as soon as practicable time, subject to the provisions of Section 4.02(b), give prompt written notice at least 30 Business Days prior to the anticipated filing date of its intention the registration statement relating to do so such registration to all each Stockholder, which notice shall set forth such Stockholder’s rights under this Section 4.02 and shall offer such Stockholder the Stockholdersopportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Stockholder may request (an “Incidental Registration”), subject to the provisions of 4.02(b). Upon the written request of any such Stockholder made within 15 days after the receipt of notice from the Company (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents Registrable Securities intended to be disposed of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which Registrable Securities that the Company has been so requested to register for sale by all such Stockholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Stockholders requesting to be included in the manner initially proposed by Company’s registration must sell their Registrable Securities to the Company; underwriters selected as provided that in Section 4.04(f) on the same terms and conditions as apply to the Company or FP, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 4.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines determine for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement)securities, the Company may, at its election, shall give written notice of to all such determination to the Stockholders and (A) in the case of a determination not to registerand, thereupon, shall be relieved of the its obligation to register such Common Stock or Common Stock Equivalents any Registrable Securities in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securitiesregistration. No registration effected under this Section 4.2(a) 4.02 shall relieve the Company of any obligation its obligations to effect a Demand Registration to the extent required by Section 4.01. The Company shall pay all Registration Expenses in connection with each registration upon a Common Stock Request under of Registrable Securities requested pursuant to this Section 4.1(a)4.02.

Incidental Registration. (a) Right From the date hereof and until the end of the Earn Out Period, with respect to Include all Stockholders, and (ii) thereafter throughout the remainder of the Standstill Period for so long as a Stockholder owns more than 1% of outstanding Company Common Stock and Common Stock Equivalents. If (assuming conversion of the Company Preferred Stock), and subject to Section 5.6, if at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any the Company determines that it shall file a registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) statement under the Securities Act (except registrations on such form(s) solely for the registration of Company Common Stock (other than a registration statement on a Form S-4 or Common Stock Equivalents S-8 or filed in connection with any employee benefit plan or dividend reinvestment plan an exchange offer, an offering of securities solely to the Company’s existing stockholders, or a merger registration statement registering Company Common Stock which is issuable solely upon conversion of debt securities) on any form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf or consolidation)on behalf of selling holders of its securities for the general registration of Company Common Stock to be sold for cash, including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will the Company shall each such time as soon as practicable promptly give the Stockholders’ Representative written notice of its intention such determination setting forth the date on which the Company proposes to do file such registration statement, which date shall be no earlier than 15 business days from the date of such notice, and advising the Stockholders of their right to have Registrable Stock included in such registration; provided, however, that such right to have Registrable Stock included in such registration shall not terminate for LLC Stockholder but shall continue for so to all long as LLC Stockholder owns more than 1% of outstanding Company Common Stock (assuming conversion of the StockholdersCompany Preferred Stock). Upon the written request (which request shall specify of a Stockholder received by the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 Company no later than 15 business days after the receipt date of any such the Company’s notice (15 days if to the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date)Stockholders’ Representative, the Company will shall use all reasonable efforts to effect the registration cause to be registered under the Securities Act all of all Common the Registrable Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company that each such Stockholder has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and (A) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)registered.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If Commencing December 30, 1999, if the Company at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any determines that it shall file a registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) statement under the Securities 1933 Act (except registrations other than a registration statement on such form(s) solely for registration of Common Stock a Form S-4 or Common Stock Equivalents S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit plan or dividend reinvestment plan or a merger or consolidation)form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its Common Stock to be sold for cash, including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will at each such time as soon as practicable the Company shall promptly give each Holder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than forty (40) days from the date of such notice, and advising each Holder of its intention right to do so to all the Stockholdershave Registrable Stock included in such registration. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 Holder received by the Company no later than twenty (20) days after the receipt date of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date)Company's notice, the Company will shall use all reasonable its best efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed cause to be registered by under the Company, Common 1933 Act all of the Registrable Stock Equivalents) by the Stockholders which the Company that each such Holder has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Companyregistered. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of In any registration pursuant to this Section 4.1(a4, the Company shall include in such registration, (a) first, the securities the Company proposes to sell (if the Company is filing such registration statement on its own behalf) or the securities of the selling securityholders of the Company who have demanded such registration, (b) second, the securities the Company proposes to sell (if the Company is filing such registration statement on behalf of selling securityholders of the Company) or the securities of other securityholders of the Company who have demand registration rights, including the Holders who have not as of such time exercised their demand rights as set forth in Section 2 above (if the Company is filing such registration statement on its own behalf), such determination shall not violate (c) third, the securities of securityholders of the Company who have incidental registration rights, including any of the Company's obligations under Registrable Stock requested to be registered pursuant to this Section 4.1 or any 4, and (d) fourth, other provision securities of this Agreement), the Company mayrequested to be registered. Notwithstanding the foregoing, at its electionif, give in the written notice opinion of such determination to the Stockholders and managing underwriter or underwriters (A) or, in the case of a determination not non-underwritten offering, in the written opinion of the placement agent, or if there is none, the Company), the total amount of securities to registerbe registered pursuant to subsection (b) of this Section 4, including such Registrable Stock, will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the amount of Registrable Stock to be offered for the accounts of Holders shall be relieved reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the recommended amount; provided, that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the obligation number of securities intended to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right be offered by Holders than the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case fraction of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of similar reductions imposed on such other securities. No registration effected under this Section 4.2(a) shall relieve Persons other than the Company over the amount of any obligation securities they intended to effect a registration upon a Common Stock Request under Section 4.1(a)offer.

Incidental Registration. (a) Right Subject to Include Common Stock and Common Stock Equivalents. If Section 6.3, if the Company at any time proposes to register any shares of Common Stock Shares under a Registration Statement (or Common Stock Equivalents, including any registration of Common Stock Equivalents other than pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations a Registration Statement on such form(s) solely for registration of Common Stock Form X-0, Xxxx X-0 or Common Stock Equivalents any equivalent form then in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 4.1(aeffect), whether or not for sale for its own accountaccount or for the account of any Stockholder, it will the Company shall give each such time as soon as practicable give written Stockholder (each, an "Incidental Stockholder") notice of its intention such proposed registration at least thirty (30) days prior to do so the filing of a Registration Statement with respect to all the Stockholderssuch public sale. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Incidental Stockholder made delivered to the Company within 30 ten (10) days after the receipt of any such the notice (15 days if from the Company gives telephonic notice with written confirmation (which request shall state the number of shares of Class A Common Stock (collectively, the "Incidental Shares") that such Incidental Stockholder wishes to follow promptly thereaftersell or distribute publicly under such Registration Statement proposed to be filed by the Company), stating that the Company shall use its best efforts to register under the Securities Act such Incidental Shares. The Company may withdraw a Registration Statement at any time before it becomes effective or postpone or terminate the offering without obliga tion to any Incidental Stockholder. If a registration of Shares involves an underwritten offering, and the Company's managing underwriter shall advise the Company in writing that, in its opinion, the total number of Shares (including Incidental Shares) requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration, to the extent of the number of Shares which the Company is so advised can be sold in such offering, (i) such registration will be on Form S-3 first, the Shares the Company proposes to issue and sell for its own account and (ii) such shorter period of time is required because of second, other Shares it proposes to sell, including Incidental Shares, on a planned filing date), pro rata basis. In no event shall the Company will use all reasonable efforts be required to effect include any Incidental Shares in its Initial Public Offering if the registration under the Securities Act managing underwriter of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which such offering shall advise the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, howeverwriting, that in its opinion, the case inclusion of any registration pursuant to Section 4.1(a), such determination shall not violate any Shares would adversely affect the success of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and (A) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)offering.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company If, at any time following the Effective Time, the Company proposes to register any shares of Common Stock file a Registration Statement other than the Shelf Registration (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)an "Incidental Registration") under the Securities Act (except registrations on such form(s) solely for registration with respect to an offering of Company Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 4.1(a), whether or not for sale (i) for its own accountaccount (other than a Registration Statement on Form S-4 or S-8 (or any filing on any substitute form that may be adopted by the Commission for a transaction for which Form S-4 or S-8 is currently available)) or (ii) the account of any holder of Company Common Stock, it will the Company shall give written notice of such proposed filing (including the proposed date thereof) to each such time Individual Stockholder as soon as practicable give written (but in any event not less than the lesser of (A) 30 days before the anticipated filing date or (B) the number of days until the date the Company plans to file such registration), and such notice shall offer each Individual Stockholder the opportunity to register such number of its intention to do so to all the StockholdersRegistrable Securities as such Individual Stockholder shall request. Upon the written request direction of any such Individual Stockholder, given within 20 days following the receipt by such Individual Stockholder of any such written notice in the case of (A) above or given within the number of days (rounded up) equal to half the time between the date notice in the case of (B) above is received by such Individual Stockholder and the date such Incidental Registration is proposed to be filed (which request direction shall specify the total number of shares of Common Stock or Common Stock Equivalents Registrable Securities intended to be disposed of by such Individual Stockholder) ), the Company shall use its best efforts to cause to be registered under the Securities Act all of any the Registrable Securities that each such Individual Stockholder made within 30 days after the receipt of any such notice (15 days has requested to be registered provided, that, if the Company gives telephonic does not file such registration statement by the proposed filing date, the Company shall again comply with the notice with written confirmation provisions of this Section 2.02 prior to follow promptly thereafterfiling such registration statement. Notwithstanding anything contained herein, stating if the lead underwriter of an offering involving an Incidental Registration notifies the Company that the inclusion of such Registrable Securities would (i) materially and adversely affect the price of the Company Common Stock to be offered or (ii) result in a greater amount of Company Common Stock being offered than the market could reasonably absorb, then the number of Registrable Securities to be registered by such registration will Individual Stockholder shall be on Form S-3 reduced to the extent that, in the lead underwriter's reasonable judgment, neither of the effects in the foregoing clauses (i) and (ii) such shorter period would result from the number of time is required because shares of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered issued by the Company. If Nothing contained herein shall require the Company thereafter determines for any reason not to register or to delay registration reduce the number of the shares of Company Common Stock or Common Stock Equivalents (provided, however, that proposed to be issued by the Company and any reduction in the case amount of any registration pursuant an Individual Stockholder's Registrable Securities to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and (A) be included in the case of a determination not to register, an Incidental Registration shall be relieved made on a pro rata basis with other holders of the obligation to register registration rights participating in such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)Incidental Registration.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company If, at any time after the First Public Offering, the Company proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) Company Securities under the Securities Act (except registrations other than a registration on such form(s) solely for registration Form S-8 or S-4, or any successor or similar forms, relating to Common Shares issuable upon exercise of Common Stock employee stock options or Common Stock Equivalents in connection with any employee benefit or similar plan of the Company or dividend reinvestment plan in connection with a direct or a merger or consolidation), including registrations pursuant to Section 4.1(aindirect acquisition by the Company of another Person), whether or not for sale for its own account, it will each such time as soon as practicable time, subject to the provisions of Section 5.02(b), give prompt written notice at least 30 Business Days prior to the anticipated filing date of its intention the registration statement relating to do so such registration to all each Shareholder, which notice shall set forth such Shareholder's rights under this Section 5.02 and shall offer such Shareholder the Stockholdersopportunity to include in such registration statement the number of Registrable Securities of the same class or series as those proposed to be registered as each such Shareholder may request (an "INCIDENTAL REGISTRATION"), subject to the provisions of 5.02(b). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents Registrable Securities intended to be disposed of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing dateShareholder), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which Registrable Securities that the Company has been so requested to register for sale by all such Shareholders, to the extent requisite to permit the disposition of the Registrable Securities so to be registered, provided that (i) if such registration involves an underwritten Public Offering, all such Shareholders requesting to be included in the manner initially proposed by Company's registration must sell their Registrable Securities to the Company; underwriters selected as provided that in Section 5.04(f) on the same terms and conditions as apply to the Company or the Requesting Shareholder, as applicable, and (ii) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 5.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines determine for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement)securities, the Company may, at its election, shall give written notice of to all such determination to the Stockholders and (A) in the case of a determination not to registerShareholders and, thereupon, shall be relieved of the its obligation to register such Common Stock or Common Stock Equivalents any Registrable Securities in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securitiesregistration. No registration effected under this Section 4.2(a) 5.02 shall relieve the Company of any obligation its obligations to effect a Demand Registration to the extent required by Section 5.01. The Company shall pay all Registration Expenses in connection with each registration upon a Common Stock Request under of Registrable Securities requested pursuant to this Section 4.1(a)5.02.

Incidental Registration. (a) Right If, prior to Include Common Stock and Common Stock Equivalents. If the Company at any time July 13, 2004, PerkinElmer proposes to register any shares of Common Stock file a registration statement (or Common Stock Equivalents, including any other than a registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations statement filed pursuant to Section 4.1(a3.1 or a registration statement on Form S-8 or Form S-4, or their successors, or any other form 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 Stock by PerkinElmer or an offering and sale of shares of PerkinElmer Common Stock by PerkinElmer and one or more selling stockholders, in each case, that is to be underwritten on a firm commitment or best efforts basis (a "COMPANY REGISTRATION STATEMENT"), whether or not for sale for its own accountit will, it will each prior to such time as soon as practicable filing, give written notice to the Stockholder of its intention to do so at least 15 days prior to all the Stockholdersanticipated filing date of such Company Registration Statement; provided, that PerkinElmer shall not be required to give any notice if the Company Registration Statement is underwritten and the underwriter(s) thereof shall have advised PerkinElmer in writing that no securities, other than those to be sold by PerkinElmer, may be included therein. PerkinElmer's written notice shall offer to include in such registration statement for offer to the public such number of Merger Shares as the Stockholder may request, subject to the conditions set forth herein, and shall specify, to the extent then known, the number and class and securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter or underwriters of such securities and (if available or as soon as available) a good faith estimate (which may be a range) by PerkinElmer of the proposed maximum offering price of such securities, as such price is proposed to appear on the facing page of such registration statement. Upon the written request (of the Stockholder to PerkinElmer given within 10 days after PerkinElmer provides such notice, PerkinElmer shall use its reasonable best efforts to cause all Merger Shares which request PerkinElmer has been requested by the Stockholder to register to be included in such Company Registration Statement. PerkinElmer shall specify have the total number right to postpone, suspend or withdraw any Company Registration Statement without obligation to the Stockholder. Notwithstanding anything in this Agreement to the contrary, the Stockholder shall have no right to include any Merger Shares in any primary offering and sale of shares of PerkinElmer Common Stock by PerkinElmer that is made pursuant to a "shelf" registration statement pursuant to Rule 415 (or Common Stock Equivalents intended to be disposed of by such Stockholderany successor rule) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and (A) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)Act.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time proposes to register file on its behalf and/or on behalf of any shares of Common Stock (or Common Stock Equivalentsits security holders, including any registration of Common Stock Equivalents pursuant to without limitation, the exercise of rights under Section 4.2(bHolders (collectively, the "Demanding Security Holders")) , a Registration Statement under the Securities Act on any form (except registrations other than a Registration Statement on such form(s) solely Form S-4 or S-8 or any successor form for registration securities to be offered in a transaction of Common Stock the type referred to in Rule 145 under the Securities Act or Common Stock Equivalents in connection with to employees of Company pursuant to any employee benefit plan plan, respectively) for the general registration of Shares or dividend reinvestment plan other equity securities of Company, or a merger securities convertible into or consolidation), including registrations pursuant to Section 4.1(a), whether exchangeable or not exercisable for sale for its own accountShares or such other equity securities, it will each such time as soon as practicable give written notice of its intention to do so such proposed filing to all Holders (other than those Holders, if any, who are Demanding Security Holders) at least thirty (30) days before the Stockholdersinitial filing with the Commission of such Registration Statement, which notice shall set forth the number and type of securities proposed to be offered and a description of the intended method of disposition of such securities. Upon The notice shall offer to include in such filing such number 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 ten (10) Business Days after the written request date of receipt of such offer 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 the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Registrable Securities. If the managing underwriter of a proposed public offering shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company or such Demanding Security Holder would materially and adversely affect the distribution of such securities by Company or such Demanding Security Holder, then each Holder participating in such registration shall reduce the amount of securities it intended to distribute through such offering, pro rata on the basis of the number of shares of Registrable Securities to be offered for the account of such Holder. Except as otherwise provided in Section 5, all expenses of such registration shall be borne by Company. Notwithstanding anything to the contrary in this Section 3, (which request a) the Company shall specify have the total right to include all or any part of the Registrable Securities in any Registration Statement filed by the Company, (b) while Holders of Registrable Securities may have their Registrable Securities to be included in the Registration Statement reduced pro rata, the Company shall not be limited as to the number of shares of Common Stock or Common Stock Equivalents intended it intends to be disposed of by such Stockholder) of any Stockholder made within 30 days after distribute through the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafteroffering, stating that (i) such registration will be on Form S-3 and (iic) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged have the right to register any Common Stock Equivalents which are not offer Holders of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration in excess of five percent (5%) of the Common Stock or who are not parties to this Agreement the opportunity to have their Common Stock Equivalents (provided, however, that included in any Registration Statement filed by the case of any registration Company pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and (A) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation 3 subject to effect a registration upon a Common Stock Request under pro rata reduction as set forth in this Section 4.1(a)3.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If Following the Initial Public Offering, if the Company at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) Company Securities under the Securities Act (except registrations other than a registration (A) on such form(sForm S-8 or S-4 or any successor or similar forms, (B) solely for registration of relating to Common Stock issuable upon exercise of employee stock options or Common Stock Equivalents in connection with any employee benefit or similar plan of the Company or dividend reinvestment plan (C) in connection with a direct or a merger or consolidation), including registrations pursuant to Section 4.1(aindirect acquisition by the Company of another company), whether or not for sale for its own account, it will each such time as soon as practicable time, subject to the provisions of Section 4.02(b), give prompt written notice at least 30 days prior to the anticipated filing date of its intention the registration statement relating to do so such registration to all each DLJMB Entity, each Other Stockholder and each Mezzanine Holder, which notice shall set forth such Stockholder's rights under this Section 4.02 and shall offer such Stockholders the Stockholdersopportunity to include in such registration statement such number of shares of Registrable Stock as each such Stockholder may request (an "INCIDENTAL REGISTRATION"). Notwithstanding anything to the contrary contained in this Agreement, the Senior Management Stockholders shall not have any rights under this Section 4.02 until after the completion of the First DLJMB Demand. Upon the written request of any such Stockholder made within 15 days after the receipt of notice from the Company (which request shall specify the total number of shares of Common Registrable Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable its best efforts to effect the registration under the Securities Act of all Common Registrable Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale by such Stockholders, to the extent requisite to permit the disposition of the Registrable Stock so to be registered; PROVIDED that (I) if such registration involves a Public Offering, all such Stockholders requesting to be included in the manner initially proposed by Company's registration must sell their Registrable Stock to the Company; underwriters selected as provided that in Section 4.04(f) on the same terms and conditions as apply to the Company and (II) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 4.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines determine for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement)stock, the Company may, at its election, shall give written notice of to all such determination to the Stockholders and (A) in the case of a determination not to registerand, thereupon, shall be relieved of the its obligation to register such Common any Registrable Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to rights of any right the Requesting DLJMB Entity, Other Stockholder may have to request that such registration be effected as a registration or DLJIP Entity under Section 4.1(a4.01)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) 4.02 shall relieve the Company of any obligation its obligations to effect a Demand Registration to the extent required by Section 4.01. The Company will pay all Registration Expenses in connection with each registration upon a Common of Registrable Stock Request under requested pursuant to this Section 4.1(a)4.02.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time or from time to time proposes to register any shares of its Class A Common Stock or its Class A Common Stock, par value $1.00 per share (or such Class B Common Stock Equivalentstogether with the Class A Common Stock, including any registration of the "Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)Stock") under the Securities Act (except registrations on such form(s) solely for other than a registration of Common Stock or Common Stock Equivalents in connection with any employee benefit an acquisition in a manner which would not permit registration of Registrable Common Stock for sale to the public, other than a registration relating to a stock option plan, stock purchase plan, managing directors' plan, savings or similar plan or dividend reinvestment plan or a merger or consolidation), including registrations and other than pursuant to Section 4.1(a2.1), whether or not for sale for its own account, it the Company will each such time as soon as practicable give prompt written notice to all holders of Registrable Common Stock of its intention to do so and of such holders' rights under this Section 2.2. Subject to all the Stockholders. Upon Section 2.4(c), upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder such holder made within 30 ten business days after the receipt of any such notice (15 days if which request shall specify the Company gives telephonic notice with written confirmation Registrable Common Stock intended to follow promptly thereafter, stating that (i) be disposed of by such registration will be on Form S-3 holder and (ii) such shorter period shall state the intended method of time is required because of a planned filing datedisposition thereof), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Registrable Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale by the holders of Registrable Common Stock, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Common Stock so to be registered, by inclusion of such Registrable Common Stock in the manner initially proposed by registration statement which covers the Company; Common Stock which the Company proposes to register, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines determine for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), registering such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement)securities, the Company may, at its election, give written notice of such determination to the Stockholders and (A) in the case each holder of a determination not to register, shall be relieved of the obligation to register such Registrable Common Stock or Common Stock Equivalents in connection with such registration (without prejudiceand, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registeringthereupon, shall be permitted to delay registering any Registrable Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of registering such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a).

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company ---------------------------------------------------------- Parent at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan plans, or dividend reinvestment plan or a merger business combination transaction, recapitalization or consolidationexchange offer), including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to all the StockholdersStockholders and their Permitted Transferees. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such StockholderStockholder or Permitted Transferee) of any Stockholder or Permitted Transferee made within 30 days after the receipt of any such notice (15 days if the Company Parent gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company Parent will use all reasonable efforts to effect include in such registration all the registration under the Securities Act shares of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the CompanyParent, Common Stock Equivalents) by the Stockholders and their Permitted Transferees which the Company Parent has been so requested to register for sale in the manner initially proposed by the CompanyParent; provided that the Company Parent shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the CompanyParent. If the Company Parent thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the CompanyParent's obligations under Section 4.1 or any other provision of this Agreement), the Company Parent may, at its election, give written notice of such determination to the Stockholders and their Permitted Transferees and (Ai) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (registration, without prejudice, however, to any right the Requesting requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (Bii) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder or Permitted Transferee for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company Parent of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a).

Incidental Registration. (a) Right to Include RIGHT TO INCLUDE COMMON STOCK. So long as any Investor Stockholder and its Permitted Transferees beneficially own a number of shares of Common Stock and equal to at least ten percent (10%) of the number of shares of Common Stock Equivalents. If beneficially owned by it on the Closing Date, if the Company at any time after the IPO Date, when a Shelf Registration Statement covering all shares of Common Stock subject to registration hereunder is not effective, proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations on such form(s) solely for other than a registration of Common Stock or Common Stock Equivalents filed by the Company in connection with any employee benefit plan or dividend reinvestment plan the IPO or a merger registration on Form S-4 or consolidationS-8, or any successor form or other form promulgated for similar purposes), including registrations pursuant to Section 4.1(a2.1(a) or 2.1(b), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to all the StockholdersInvestor Stockholders and Permitted Transferees which notice, in any event, shall be given at least 30 days prior to such proposed registration. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such StockholderInvestor Stockholder and Permitted Transferee) of any Investor Stockholder and Permitted Transferee made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice notice, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 or any successor form and (ii) such shorter period of time is required because of a planned filing date), the Company will use all its reasonable best efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders such Investor Stockholder and Permitted Transferee which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that . Prior to the effective date of the registration statement filed in connection with such registration, promptly following receipt of notification by the Company from the underwriter (if an underwritten offering) of a range of prices at which such securities are likely to be sold, the Company shall not so advise each Investor Stockholder of such price, and if such price is below the minimum price which shall be obliged acceptable to register any such Investor Stockholder, such Investor Stockholder shall then have the right irrevocably to withdraw its request to have its Common Stock Equivalents which are not included in such registration statement, by delivery of written notice of such withdrawal to the same classCompany within three Business Days of its being advised of such price, series and form without prejudice to the rights of any such holder to include Common Stock in any future registration (or registrations) pursuant to this Section 2.2 or to cause such registration to be effected as a registration under Section 2.1 hereof, as the Common Stock Equivalents proposed to be registered by the Companycase may be. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, must give written notice of such determination to the Investor Stockholders and Permitted Transferees and (Ai) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (registration, without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) 2.1 and (Bii) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a any Investor Stockholder and Permitted Transferee for the same period as the delay in registration of such other securities. No Except as otherwise expressly provided in Section 2.1, no registration effected under this Section 4.2(a2.2(a) shall relieve the Company of any obligation to effect a registration upon a under Section 2.1. Subject to Section 2.2(b), if any registration was initiated by the Company for its own account and involves an underwritten offering, each Requesting Stockholder shall sell its Common Stock Request under Section 4.1(a)on the same terms and conditions as those that apply to the Company.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time proposes to register any shares of its Common Stock (under the Securities Act or Common OpCo proposes to register any of its Preferred Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations in each case, other than a registration (A) in connection with an Initial Public Offering (other than an Initial Public Offering initiated as a Demand Registration), (B) on such form(sForm S-8 or S- 4 or any successor or similar forms, (C) solely for registration of relating to Common Stock or Common Preferred Stock Equivalents issuable upon exercise of employee or other stock options or in connection with any employee benefit or similar plan of the Company or dividend reinvestment plan OpCo or (D) in connection with a merger direct or consolidation)indirect merger, including registrations pursuant to Section 4.1(a), acquisition or other similar transaction) whether or not for sale for its own account, it will each such time as soon as practicable time, subject to the provisions of Section 5.02(b) hereof, give prompt written notice at least 30 days prior to the anticipated filing date of its intention the registration statement relating to do so such registration to each Shareholder, which notice shall set forth such Shareholders' rights under this Section 5.02 and shall offer all Shareholders the Stockholdersopportunity to include in such registration statement such number of shares of Registrable Stock as each such Shareholder may request (an "Incidental Registration"). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Registering Entity (which request shall specify the total number of shares of Common Registrable Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing dateShareholder), the Company Registering Entity will use all reasonable its best efforts to effect the registration under the Securities Act of all Common Registrable Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company Registering Entity has been so requested to register for sale in by such Shareholders, to the manner initially proposed by extent requisite to permit the Companydisposition of the Registrable Stock so to be registered; provided that (i) if such registration involves an Underwritten Public Offering, all such Shareholders requesting to be included in the Company shall not be obliged Registering Entity's registration must sell their Registrable Stock to the underwriters selected as provided in Section 5.04(f) on the same terms and conditions as apply to the Registering Entity and the Selling Shareholders and (ii) if, at any time after giving written notice of its intention to register any Common Stock Equivalents which are not stock pursuant to this Section 5.02(a) and prior to the effective date of the same classregistration statement filed in connection with such registration, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines Registering Entity shall determine for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement)stock, the Company may, at its election, Registering Entity shall give written notice of to all such determination to the Stockholders and (A) in the case of a determination not to registerShareholders and, thereupon, shall be relieved of the its obligation to register such Common any Registrable Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securitiesregistration. No registration effected under this Section 4.2(a) 5.02 shall relieve the Company Registering Entity of any obligation its obligations to effect a Demand Registration to the extent required by Section 5.01 hereof. The Registering Entity will pay all Registration Expenses in connection with each registration upon a Common of Registrable Stock Request under requested pursuant to this Section 4.1(a)5.02.

Incidental Registration. (a) Right Subject to Include Common Stock and Common Stock Equivalents. If the Company Section 4.06, if at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any the Company determines that it shall file a registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) statement under the Securities 1933 Act (except registrations other than a registration statement on such form(s) solely for registration of Common Stock Form S-4 or Common Stock Equivalents S-8 or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any employee benefit plan or dividend reinvestment plan or a merger or consolidation)form that would also permit the registration of the Registrable Stock and such filing is to be on its behalf and/or on behalf of selling holders of its securities for the general registration of its common stock to be sold for cash, including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will the Company shall each such time as soon as practicable promptly give each Stockholder written notice of such determination setting forth the date on which the Company proposes to file such registration statement, which date shall be no earlier than 60 days from the date of such notice, and advising each Stockholder of its intention right to do so to all the Stockholdershave Registrable Stock included in such registration. Upon the written request of any Stockholder received by the Company no later than 30 days after the date of the Company's 383917.1 notice, the Company shall use its best efforts to cause to be registered under the 1933 Act all of the Registrable Stock that each such Stockholder has so requested to be registered. If, in the written opinion of the managing underwriter (or, in the case of a non-underwritten offering, in the written opinion of the Company), the total amount of such securities to be so registered, including such Registrable Stock, will exceed the maximum amount of the Company's securities which request can be marketed (i) at a price reasonably related to the then current market value of such securities, or (ii) without otherwise materially and adversely affecting the entire offering, then the Company shall specify be entitled to reduce the number of shares of Registrable Stock to not less than one-third of the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by in such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that offering except in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any the initial firm commitment underwritten public offering of the Company's obligations under Section 4.1 or any other provision , in which case the managing underwriter may reduce the number of this Agreement), the Company may, at its election, give written notice shares of Registrable Stock to be included in such determination offering to zero. Such reduction shall be allocated among all such Stockholders in proportion (as nearly as practicable) to the Stockholders and (A) in amount of Registrable Stock owned by each Stockholder at the case time of a determination not to register, shall be relieved of filing the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a)statement.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time proposes to register any shares of its Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations other than a registration (A) on such form(sForm S-8 or S-4 or any successor or similar forms, (B) solely for registration of relating to Common Stock issuable upon exercise of employee stock options or Common Stock Equivalents in connection with any employee benefit or similar plan of the Company or dividend reinvestment plan (C) in connection with a direct or a merger or consolidation), including registrations pursuant to Section 4.1(aindirect acquisition by the Company of another company), whether or not for sale for its own account, it will each such time as soon as practicable time, subject to the provisions of Section 5.2(b), give prompt written notice at least 30 days prior to the anticipated filing date of its intention the registration statement relating to do so such registration to all each DLJ Entity and each Other Stockholder, which notice shall set forth such Stockholder's rights under this Section 5.2 and shall offer such Stockholders the Stockholdersopportunity to include in such registration statement such number of shares of Registrable Stock as each such Stockholder may request (an "Incidental Registration"). Upon the written request of any such Stockholder made within 15 days after the receipt of notice from the Company (which request shall specify the total number of shares of Common Registrable Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable its best efforts to effect the registration under the Securities Act of all Common Registrable Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in by such Stockholders, to the manner initially proposed by extent requisite to permit the Companydisposition of the Registrable Stock so to be registered; provided that (I) if such registration involves a Public Offering, all such Stockholders requesting to be included in the Company's registration must sell their Registrable Stock to the underwriters selected as provided in Section 5.4 (f) on the same terms and conditions as apply to the Company and (II) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines determine for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement)stock, the Company may, at its election, shall give written notice of to all such determination to the Stockholders and (A) in the case of a determination not to registerand, thereupon, shall be relieved of the its obligation to register such Common any Registrable Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to rights of any right the Requesting DLJ Entity or Other Stockholder may have to request that such registration be effected as a registration under Section 4.1(a5.1)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) 5.2 shall relieve the Company of any obligation its obligations to effect a Demand Registration to the extent required by Section 5.1. The Company will pay all Registration Expenses in connection with each registration upon a Common of Registrable Stock Request under requested pursuant to this Section 4.1(a)5.2.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) Company Securities under the Securities Act (except registrations other than a registration (i) on such form(sForm S-8 or S-4 or any successor or similar forms, (ii) solely for registration of relating to Common Stock issuable upon exercise of employee stock options or Common Stock Equivalents in connection with any employee benefit or similar plan of the Company, (iii) in connection with a direct or dividend reinvestment plan indirect acquisition by the Company of another company, or a merger or consolidation), including registrations (iv) pursuant to Section 4.1(aa Demand Registration), whether or not for sale for its own account, it will each such time as soon as practicable time, subject to the provisions of Section 6.02(b), give prompt written notice at least 30 days prior to the anticipated filing date of its intention the registration statement relating to do so such registration to all each Shareholder, which notice shall set forth such Shareholder's rights under this Section 6.02 and shall offer such Shareholders the Stockholdersopportunity to include in such registration statement such number of Registrable Securities of the same type as are proposed to be registered as each such Shareholder may request (an "Incidental Registration"). Upon the written request of any such Shareholder made within 15 days after the receipt of notice from the Company (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents Registrable Securities intended to be disposed of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing dateShareholder), the Company will use all reasonable its best efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders Registrable Securities which the Company has been so requested to register for sale in by such Shareholders, to the manner initially proposed by extent requisite to permit the Companydisposition of the Registrable Securities so to be registered; provided that (I) if such registration involves a Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Securities to the underwriters selected as provided in Section 6.04(f) on the same terms and conditions as apply to the Company and (II) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 6.02(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines determine for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement)securities, the Company may, at its election, shall give written notice of to all such determination to the Stockholders and (A) in the case of a determination not to registerShareholders and, thereupon, shall be relieved of the its obligation to register such Common Stock or Common Stock Equivalents any Registrable Securities in connection with such registration (without prejudice, however, to any right the Requesting Stockholder may have to request that such registration be effected as rights of a registration Selling Shareholder or Holder under Section 4.1(a6.01)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) 6.02 shall relieve the Company of any obligation its obligations to effect a Demand Registration to the extent required by Section 6.01. The Company will pay all Registration Expenses in connection with each registration upon a Common Stock Request under of Registrable Securities requested pursuant to this Section 4.1(a)6.02.

Incidental Registration. (a) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time proposes to register any shares of its Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations other than a registration (A) in connection with an Initial Public Offering, (B) on such form(sForm S-8 or S-4 or any successor or similar forms, (C) solely for registration of relating to Common Stock issuable upon exercise of employee stock options or Common Stock Equivalents in connection with any employee benefit or similar plan of the Company, (D) in connection with a direct or dividend reinvestment plan indirect acquisition by the Company of another company or business, (E) in connection with sales of Common Stock or options to employees of the Company or any Subsidiary or (F) where the primary purpose of such registration relates to a merger debt financing by the Company or consolidation), including registrations pursuant to Section 4.1(aany Subsidiary), whether or not for sale for its own account, it will will, subject to the provisions of Section 5.2(b) hereof, give prompt written notice at least 20 days prior to the anticipated filing date of the registration statement relating to such registration to each Shareholder, which notice shall set forth such Shareholders' rights under this Section 5.2 and shall offer (i) all Shareholders, if the proposed registration involves a Public Offering, or (ii) any Shareholder owning at least 5% of the Shares at the time outstanding, in any other case, the opportunity to include in such registration statement such number of shares of Registrable Stock as each such time as soon as practicable give written notice of Shareholder may request (an "Incidental Registration"); provided that any Registrable Stock that is a Vested Warrant or a Vested Option shall have been exercised prior to its intention sale pursuant to do so to all the Stockholdersany such registration. Upon the written request of any such Shareholder made within ten days after the receipt of notice from the Company (which request shall specify the total number of shares of Common Registrable Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing dateShareholder), the Company will use all reasonable its best efforts to effect the 37 -34- registration under the Securities Act of all Common Registrable Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company has been so requested to register for sale in by such Shareholders, to the manner initially proposed by extent requisite to permit the Companydisposition of the Registrable Stock so to be registered; provided that (I) if such registration involves a Public Offering, all such Shareholders requesting to be included in the Company's registration must sell their Registrable Stock to the underwriters selected as provided in Section 5.4(f) on the same terms and conditions as apply to the Company, (II) if, at any time after giving written notice of its intention to register any stock pursuant to this Section 5.2(a) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines determine for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement)stock, the Company may, at its election, shall give written notice of to all such determination to the Stockholders and (A) in the case of a determination not to registerShareholders and, thereupon, shall be relieved of the its obligation to register such Common any Registrable Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to rights of any right the Requesting Stockholder may have to request that such registration be effected as a registration Institutional Shareholder under Section 4.1(a)5.1 hereof) and (BIII) in the case of a determination to delay registering, transfers by Management Stockholders and their Permitted Transferees shall be permitted subject to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securitiesSection 3.5. No registration effected under this Section 4.2(a) 5.2 shall relieve the Company of any obligation its obligations to effect a Demand Registration to the extent required by Section 5.1 hereof. The Company will pay all Registration Expenses in connection with each registration upon a Common of Registrable Stock Request under requested pursuant to this Section 4.1(a)5.2.

Incidental Registration. (a) Right to Include Common Stock and Common Stock EquivalentsRIGHT TO INCLUDE COMMON STOCK AND COMMON STOCK EQUIVALENTS. If the Company at any time proposes to register any shares of Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations on such form(s) solely for registration of Common Stock or Common Stock Equivalents in connection with any employee benefit plan or dividend reinvestment plan or a merger business combination transaction, recapitalization or consolidationexchange offer), including registrations pursuant to Section 4.1(a), whether or not for sale for its own account, it will each such time as soon as practicable give written notice of its intention to do so to all the StockholdersStockholders and their Permitted Transferees. Upon the written request (which request shall specify the total number of shares of Common Stock or Common Stock Equivalents intended to be disposed of by such StockholderStockholder or Permitted Transferee) of any Stockholder or Permitted Transferee made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use all reasonable efforts to effect the registration under the Securities Act of all Common Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders and their Permitted Transferees which the Company has been so requested to register for sale in the manner initially proposed by the Company; provided that the Company shall not be obliged to register any Common Stock Equivalents which are not of the same class, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement), the Company may, at its election, give written notice of such determination to the Stockholders and their Permitted Transferees and (Ai) in the case of a determination not to register, shall be relieved of the obligation to register such Common Stock or Common Stock Equivalents in connection with such registration (registration, without prejudice, however, to any right the Requesting requesting Stockholder may have to request that such registration be effected as a registration under Section 4.1(a)) and (Bii) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder or Permitted Transferee for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) shall relieve the Company of any obligation to effect a registration upon a Common Stock Request under Section 4.1(a).

Incidental Registration. (aA) Right to Include Common Stock and Common Stock Equivalents. If the Company at any time Corporation proposes to register any shares of its Common Stock (or Common Stock Equivalents, including any registration of Common Stock Equivalents pursuant to the exercise of rights under Section 4.2(b)) under the Securities Act (except registrations other than a registration (i) on such form(sForm S-8 or S-4 or any successor or similar forms, (ii) solely for registration of relating to Common Stock issuable upon exercise of employee stock options or Common Stock Equivalents in connection with any employee benefit or similar plan of the Corporation, or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 4.1(a(iii) in connection with any acquisition by the Corporation of another business), whether or not for sale for its own account, it will each such time as soon as practicable time, subject to the provisions of Section 11.2(B), give prompt written notice at least thirty (30) days prior to the anticipated filing date of its intention the registration statement relating to do so such registration to all each Holder as of the Stockholdersdate of this Agreement, which notice shall set forth such Holder's rights under this Section 11.2 and shall offer such Holders the opportunity to include in such registration statement such number of shares of Registerable Stock as each such Holder may request (an "Incidental Registration"). Upon the written request of any such Holder made within fifteen (15) days after the receipt of notice from the Corporation (which request shall specify the total number of shares of Common Registerable Stock or Common Stock Equivalents intended to be disposed of by such Stockholder) of any Stockholder made within 30 days after the receipt of any such notice (15 days if the Company gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing dateHolder), the Company Corporation will use all reasonable its best efforts to effect the registration under the Securities Act of all Common Registerable Stock held or to be acquired upon conversion, exercise or exchange of Common Stock Equivalents (or, if Common Stock Equivalents are proposed to be registered by the Company, Common Stock Equivalents) by the Stockholders which the Company Corporation has been so requested to register for sale in by such Holders, to the manner initially proposed by extent requisite to permit the Companydisposition of the Registerable Stock so to be registered; provided that (i) if such registration involves a Public Offering, all such Holders requesting to be included in the Company shall not be obliged Corporation's registration must sell their Registerable Stock to the underwriters selected as provided in Section 11.4(F) on the same terms and conditions as apply to the Corporation and (ii) if, at any time after giving written notice of its intention to register any Common Stock Equivalents which are not stock pursuant to this Section 11.2(A) and prior to the effective date of the same classregistration statement filed in connection with such registration, series and form as the Common Stock Equivalents proposed to be registered by the Company. If the Company thereafter determines Corporation shall determine for any reason not to register or to delay registration of the Common Stock or Common Stock Equivalents (provided, however, that in the case of any registration pursuant to Section 4.1(a), such determination shall not violate any of the Company's obligations under Section 4.1 or any other provision of this Agreement)stock, the Company may, at its election, Corporation shall give written notice of to all such determination to the Stockholders and (A) in the case of a determination not to registerHolders and, thereupon, shall be relieved of the its obligation to register such Common any Registerable Stock or Common Stock Equivalents in connection with such registration (without prejudice, however, to rights of any right the Requesting Stockholder may have to request that such registration be effected as a registration Holder under Section 4.1(a11.1)) and (B) in the case of a determination to delay registering, shall be permitted to delay registering any Common Stock or Common Stock Equivalents of a Stockholder for the same period as the delay in registration of such other securities. No registration effected under this Section 4.2(a) 11.2 shall relieve the Company Corporation of any obligation its obligations to effect a Demand Registration to the extent required by Section 11.1. The Corporation will pay all Registration Expenses in connection with each registration upon a Common of Registerable Stock Request under requested pursuant to this Section 4.1(a)11.2.