Common use of Requests for Registration Clause in Contracts

Requests for Registration. At any time, the holders of a majority of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder Registrable Securities, may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("LONG-FORM REGISTRATIONS"), or on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORT-FORM REGISTRATIONS"), if available. All registrations requested pursuant to this SECTION 1(a) are referred to herein as "DEMAND REGISTRATIONS." Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice.

Requests for Registration. At any time, the The holders of a majority at least 20% of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, may at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder Registrable Securities, may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("LONG-FORM REGISTRATIONS"), and the holders of at least 20% of the Investor Registrable Securities may request registration under the Securities Act of 1933, as amended (the "SECURITIES ACT") of all or any portion of their Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORT-FORM REGISTRATIONS"), ) if available. All registrations requested pursuant to this SECTION paragraph 1(a) are referred to herein as "DEMAND REGISTRATIONS." ". Each request for a Demand Registration shall specify the approximate number of Investor Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten 10 days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice.

Requests for Registration. At any timetime after the third anniversary of the Closing under the Purchase Agreement, the holders of a majority of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder Registrable Securities, then outstanding may request registration up to three registrations under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration as the Company may elect ("LONG-FORM REGISTRATIONS"), or on Form S-2 or S-3 (including pursuant to Rule 415 and the holders of at least one-third of the Registrable Securities then outstanding may request registration under the Securities Act) Act of all or any portion of their Registrable Securities on Form S-3 or any similar short-form registration as the Company may elect ("SHORT-FORM REGISTRATIONS"), if available; PROVIDED THAT the aggregate offering value of the Registrable Securities requested to be registered in any registration under this paragraph 1(a) (any "DEMAND REGISTRATION") must equal at least $25 million in any Long-Form Registration and at least $5 million in any Short-Form Registration. All registrations requested pursuant requests for Demand Registrations shall be made by giving written notice thereof to this SECTION 1(a) are referred to herein as the Company (a "DEMAND REGISTRATIONS." NOTICE"). Each request for a Demand Registration Notice shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offeringregistered. Within ten business days after receipt of any such requestDemand Notice, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and and, subject to the terms of paragraph 1(e) hereof, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 business days after the receipt delivery of the Company's noticenotice in accordance with Section 10(k) hereof.

Requests for Registration. At any timetime following the ninetieth (90th) day after the date of the Closing under the Loan Agreement, the holders of a majority at least fifty-one percent (51%) of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder Registrable Securities, may request registration under the Securities Act of all or any portion part of their Registrable Securities ("Demand Registration") on Form S-1 or any similar long-form registration ("LONGLong-FORM REGISTRATIONSForm Registration")) or, or if available, the holders of at least fifty-one percent (51%) of the Registrable Securities may request a Demand Registration on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORTShort-FORM REGISTRATIONSForm Registration"), if available. All registrations requested pursuant to this SECTION 1(a) are referred to herein as "DEMAND REGISTRATIONS." Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and which must, for a Long-Form Registration, include at least fifty-percent (50%) of the anticipated per share price range for such offeringRegistrable Securities. Within ten (10) days after receipt of any such requestrequest for a Demand Registration, the Company shall will give written notice of such requested registration to all other holders of Registrable Securities and shall and, subject to paragraph 1(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 fifteen (15) days after the receipt of the Company's notice.

Requests for Registration. At any timetime on or after the third anniversary of the date hereof, the holders of a majority of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder Registrable Securities, may request registration under the Securities Act of all or any portion part of their Registrable Securities on Form S-1 or any similar long-form registration ("LONG“Long-FORM REGISTRATIONS")Form Registrations”) or, or if available, on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORT“Short-FORM REGISTRATIONS"Form Registrations”), if available. All registrations requested pursuant to this SECTION Section 1(a) are referred to herein as "DEMAND REGISTRATIONS." “Demand Registrations”; provided, however, that a Demand Registration may only be made if the sale of the Investor Registrable Securities requested to be registered by the holders of a majority of the Investor Registrable Securities is reasonably expected to result in a sale of at least 750,000 shares of Class A Common Stock. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offeringoffering and whether the Demand Registration will be underwritten. Within ten (10) days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall and, subject to Section 1(d), will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein from such Persons within 15 fifteen (15) days after the receipt of the Company's ’s notice.

Requests for Registration. At any time, time the holders of a majority of the Investor Xxxx Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder Registrable Securities, may request registration under the Securities Act of all or any portion part of their Registrable Securities on Form S-1 or any similar long-form registration ("LONGLong-FORM REGISTRATIONSForm Registrations")) or, or if available, on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration Registration ("SHORTShort-FORM REGISTRATIONSForm Registrations"). In addition, (i) at any time after the underwritten initial public offering of the Company's Common Stock (the "IPO"), the holders of a majority of the Existing Stockholder Registrable Securities may request a Long-Form Registration or, if available, a Short-Form Registration and (ii) at any time after the later of (A) the fifth anniversary of the date hereof and (B) 180 days after the IPO, the holders of a majority of the Management Registrable Securities may request a Long-Form Registration or, if available, a Short-Form Registration (a "Management Demand Registration"). All registrations requested pursuant to this SECTION 1(a) are referred to herein as "DEMAND REGISTRATIONS." Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company shall will give written notice of such requested registration to all other holders of Registrable Securities and shall and, subject to paragraph 1(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice. All registrations requested pursuant to this paragraph 1(a) are referred to herein as "Demand Registrations."

Requests for Registration. At any timetime after the earlier of (i) June 17, 2008 or (ii) six (6) months after the date the Company has completed a public offering of its equity securities under the Securities Act, the holders of a majority at least seventy percent (70%) of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations issued or issuable in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority respect of the Warrant Holder Registrable Securities, Senior Preferred Stock may request registration under the Securities Act of all or any portion of their Investor Registrable Securities on Form S-1 S-l or any similar long-form registration ("LONG-FORM REGISTRATIONSLong Form Registrations"), and the holders of at least seventy percent (70%) of the Investor Registrable Securities issued or on Form S-2 or S-3 (including pursuant to Rule 415 issuable in respect of the Senior Preferred Stock may request registration under the Securities Act) Act of all or any portion of their investor Registrable Securities on Form S-3 or any similar short-form registration ("SHORTShort-FORM REGISTRATIONSForm Registrations"), ) if availableavailable for use by the Company. All registrations requested pursuant to this SECTION 1(aparagraph 2.1(a) are referred to herein as "DEMAND REGISTRATIONSDemand Registrations." Each request for a Demand Registration shall specify the approximate number of Investor Registrable Securities requested to be registered and by the anticipated per share price range for holders making such offeringrequest. Within ten (10) days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Investor Registrable Securities and and, subject to the terms of paragraph 2.1(d) hereof, shall include in such registration all Investor Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 thirty (30) days after the receipt of the Company's notice.

Requests for Registration. At any time, the holders of a majority of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after first to occur of (i) an initial public offering of the Company's initial public offeringCommon Stock or (ii) January 1, 1999, the holders of a majority of the Warrant Holder Registrable SecuritiesPurchaser Representative, by giving written notice, may request registration the Company to register under the Securities Act of all or any portion of their the Clipper Registrable Securities on Form S-1 or any similar long-form registration ("LONGLong-FORM REGISTRATIONSForm Registrations"), and the Purchaser Representative may request the Company to register under the Securities Act all or any portion of the Clipper Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORTShort-FORM REGISTRATIONSForm Registrations"), ) if available. All registrations requested pursuant to this SECTION paragraph 1(a) are referred to herein as "DEMAND REGISTRATIONS." Demand Registrations". Each written request for a Demand Registration shall specify the approximate number of Clipper Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice.

Requests for Registration. At any time, the holders of a majority of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after 180 days following the Company's ’s initial public offeringoffering and from time to time thereafter, the holders of a majority of the Warrant Holder Registrable Securities, Requisite Holders may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("LONG“Long-FORM REGISTRATIONS"Form Registrations”), and the Requisite Holders may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORT“Short-FORM REGISTRATIONS"Form Registrations”), if available. All registrations requested pursuant to this SECTION Section 1(a) are referred to herein as "DEMAND REGISTRATIONS“Demand Registrations." ” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's ’s notice.

Requests for Registration. At any timetime following the date that is 180 days after the closing of the Company’s Initial Public Offering, the holders of at least a majority of the Investor HIG Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder Registrable Securities, may request registration under the Securities Act of all or any portion of their such HIG Registrable Securities on Form S-1 or any similar long-form registration statement ("LONG“Long-FORM REGISTRATIONS")Form Registrations”) or, or if available, on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement ("SHORT“Short-FORM REGISTRATIONS"Form Registrations”), if available. All registrations requested pursuant to this SECTION Section 1(a) are referred to herein as "DEMAND REGISTRATIONS“Demand Registrations." ” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten 10 days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall and, subject to Section 1(d) below, will include in such registration registration, in addition to the HIG Registrable Securities that are requested to be registered pursuant hereto, all Other Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt sending by the Company of the Company's ’s notice.

Requests for Registration. At any timetime after the Closing under the Recapitalization Agreement, the holders of a majority at least 66 2/3% of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder Registrable Securities, may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("LONG-FORM REGISTRATIONS"), and the holders of at least 25% of the Investor Registrable Securities may request registration under the Securities Act of all or any portion of their Investor Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORT-FORM REGISTRATIONS"), ) if availablethe Company is eligible to use any such short form. All registrations requested pursuant to this SECTION paragraph 1(a) are referred to herein as "DEMAND REGISTRATIONS." Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such requesta request for a Demand Registration, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and and, subject to paragraph 1(d) below, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 20 days after the receipt of the Company's notice.

Requests for Registration. At any timetime following the earlier of (i) the second anniversary of the date hereof and (ii)180 days after the Company has completed a Qualified Public Offering of its Common Stock under the Securities Act (subject to the provisions of SECTION 5 below), the holders of a majority at least 66-2/3% of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder Registrable Securities, Series AA Demand Shares may request registration under the Securities Act of all or any portion part of their Registrable Securities Series AA Demand Shares on Form S-1 or any similar long-form registration ("LONGLong-FORM REGISTRATIONSForm Registrations"), ) or on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORTShort-FORM REGISTRATIONSForm Registrations"), ) if available. All registrations requested pursuant to this SECTION 1(a) are referred to herein as "DEMAND REGISTRATIONS." Each request for a Series AA Demand Registration shall specify the approximate number of Registrable Securities Series AA Demand Shares requested to be registered and the anticipated per share price range for such offering. All registrations requested by holders of the Series AA Demand Shares pursuant to this SECTION 2.1 are referred to herein as "Series AA Demand Registrations". Within ten 10 days after receipt of any such requestrequest for a Series AA Demand Registration, the Company shall will give written notice of such requested registration to all other holders of Registrable Securities and shall will include in such registration all only those Registrable Securities held by holders possessing registration rights hereunder and subject to the provisions hereof with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice.

Requests for Registration. At any time, the holders of a majority of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority earlier of the Warrant Holder Registrable SecuritiesIPO or the fourth anniversary of the date of this Agreement, Beacon may request registration under the Securities Act of all or any portion part of their its Registrable Securities on Form S-1 or any similar long-form registration ("LONG-FORM REGISTRATIONS"); PROVIDED that the expected offering price of such Registrable Securities is in excess of $25,000,000. Notwithstanding the foregoing, or on Form S-2 or S-3 (including pursuant to Rule 415 if the Company and the securities meet the eligibility requirements for such forms, Stockholders holding Registrable Securities with an expected offering price in excess of $10,000,000 may request registration under the Securities Act) Act of all or part of such Stockholder's Registrable Securities on Form S-3 or any similar short-form registration successor to such Form ("SHORT-FORM REGISTRATIONS"), if availabletogether with Long-Form Registrations, collectively, "REGISTRATIONS". All registrations Registrations requested pursuant to this SECTION 1(aSection 10(a) are referred to herein as "DEMAND REGISTRATIONS." Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated expected per share price range range, if any, for such offering. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt delivery of such written notice of the Company's notice.

Requests for Registration. At any timetime after a Qualified IPO, the holders of a majority of the Investor Goldman Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offeringSecurities, the holders of a majority of the Warrant Holder GTCR Registrable Securities, Securities and the holders of a majority of the HGF Registrable Securities may each request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("LONG“Long-FORM REGISTRATIONS"Form Registrations”), or on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORT“Short-FORM REGISTRATIONS"Form Registrations”), if available. All registrations requested pursuant to this SECTION Section 1(a) are referred to herein as "DEMAND REGISTRATIONS“Demand Registrations." ” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's ’s notice.

Requests for Registration. At any timetime following the earlier of: (a) the five-year anniversary of the date of this Agreement, and (h) the six-month anniversary of the consummation of the Company’s initial public offering of Common Stock pursuant to a registration statement declared effective under the Securities Act (the “Company’s IPO”), the holders of a majority of the Investor Registrable Securities andQualified Holders may, if after a failure subject to repay the Bridge Loan Obligations in full in cash on or prior to August 26Section 2.2, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder Registrable Securities, may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("LONGthe “Long-FORM REGISTRATIONS"Form Registrations”). At any time the Company is then eligible to do so, or on Form S-2 or S-3 (including pursuant any Preferred Stockholder may, subject to Rule 415 Section 2.3, request registration under the Securities Act) Act of all or any portion of its Registrable Securities on Form S-3 or any similar short-form registration statement ("SHORTthe “Short-FORM REGISTRATIONS"), Form Registrations”) if available. All registrations requested pursuant to this SECTION 1(aSection 2.1 (whether Long-Form Registrations or Short-Form Registrations) are referred to herein as "DEMAND REGISTRATIONS“Demand Registrations." ” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offeringregistered. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in as part of such registration Demand Registration all Registrable Securities with respect to which the Company has received written requests for For inclusion therein within 15 21 days after the receipt of the Company's notice’s notice by such holders.

Requests for Registration. At any time, Subject to the holders of a majority of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003terms and conditions hereof, at any time after the date that is six-months after the Company's initial public offeringDecember 31, 2003, if the holders of a majority of the Warrant Holder Registrable Securities, may Securities request registration under the Securities Act of all or any portion of their Registrable Securities having a market valuation of not less than One Million Dollars ($1,000,000) on Form S-1 or any similar long-form registration ("LONGLong-FORM REGISTRATIONSForm Registrations") or, as provided in Section 2(c), or the holders of Registrable Securities request registration under the Securities Act of Registrable Securities having a market valuation of not less than One Million Dollars ($1,000,000) on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORTShort-FORM REGISTRATIONSForm Registrations"), if available. All registrations requested pursuant to this SECTION 1(a) are referred to herein as "DEMAND REGISTRATIONS." Each request for a Demand Registration shall , either of which requests specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within offering (but not less than such minimum), then within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities having demand registration rights and shall include in such the registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice. All registrations requested pursuant to this Section 2(a) are referred to herein as "Demand Registrations."

Requests for Registration. At any timetime after the date hereof, the holders holder(s) of a majority of the Investor Bain Funds Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder Registrable Securities, may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration (a "LONGLong-FORM REGISTRATIONSForm Registration"), or on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration (a "SHORTShort-FORM REGISTRATIONSForm Registration"), ) if such a short form is available. All registrations requested pursuant to this SECTION 1(aSection 2(a) are referred to herein as "DEMAND REGISTRATIONS." Demand Registrations". Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered registered, the anticipated method or methods of distribution and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company shall will give written notice of such requested registration (which shall specify the intended method of disposition of such Registrable Securities) to all other holders of Registrable Securities (a "Company Notice") and shall the Company will include (subject to the provisions of this Agreement) in such registration registration, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 20 days after the receipt delivery of the Company's noticesuch Company Notice.

Requests for Registration. At any timetime after the first anniversary of the date hereof, the holders of a majority of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder Registrable Securities, may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 X-0, XX-0 or any similar long-form registration ("LONG-FORM REGISTRATIONS"), and the holders of a majority of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities ActS-3) or any similar short-form registration ("SHORT-FORM REGISTRATIONS"), ) if available. All registrations requested pursuant to this SECTION 1(a) are referred to herein as "DEMAND REGISTRATIONS." ". Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice.

Requests for Registration. At any time, Subject to the holders covenants set forth in the following subparagraphs of a majority of the Investor Registrable Securities this paragraph 1 and, if after a failure to repay required by paragraph 10(a) of the Bridge Loan Obligations in full in cash on or prior to August 26Stockholders Agreement, 2003subject, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or case of an Initial Public Offering, to the GS Stockholders' prior written consent to November 26, 2003, at any time after the date that is six-months after the Company's initial public such offering, the holders of a majority of (i) the Warrant Holder Xxxx Registrable Securities, Securities (ii) the GS Registrable Securities or (iii) the Hoechst Registrable Securities may each request registration under the Securities Act of all or any portion part of their Registrable Securities on Form S-1 or any similar long-form registration ("LONG-FORM REGISTRATIONSLong- Form Registrations")) or, or if available, on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-short- form registration ("SHORTShort-FORM REGISTRATIONSForm Registrations"), if available. All registrations requested pursuant to this SECTION 1(a) are referred to herein as "DEMAND REGISTRATIONS." Each request for such registration (a "Demand Registration Registration") shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company shall Holdings will give written notice of such requested registration to all other holders of Registrable Securities and shall and, subject to paragraph l(f) below, will include in such registration all Registrable Securities with respect to which the Company Holdings has received written requests for inclusion therein within 15 days after the receipt of the CompanyHoldings's notice.

Requests for Registration. At any timetime after the third anniversary of the Closing under the Investment Agreements or such earlier time as the Company has completed a public offering of its equity securities under the Securities Act, the holders of a majority at least 33% of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder Registrable Securities, may request registration under the Securities Act of all or any portion part of their Registrable Securities on Form S-1 or any similar long-form registration ("LONGLong-FORM REGISTRATIONSForm Registrations"), and the holders of at least 33% of the Registrable Securities may request registration under the Securities Act of 1933, as amended (the "Securities Act") of all or part of their Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORTShort-FORM REGISTRATIONSForm Registrations"), ) if available. All registrations requested pursuant to this SECTION 1(a) are referred to herein as "DEMAND REGISTRATIONS." Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company shall will give written notice of such requested registration to all other holders of Registrable Securities and shall will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice. All registrations requested pursuant to this paragraph 1(a) are referred to herein as "Demand Registrations".

Requests for Registration. At any timetime after the Company has completed an initial Public Offering of any of its equity securities under the Securities Act (an “IPO”), the holders of a majority of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder Registrable Securities, may request registration under the Securities Act of (x) all or any portion of their Registrable Securities on Form S-1 S-l or any similar long-form registration ("LONG“Long-FORM REGISTRATIONS"Form Registrations”), and (y) all or any portion of their Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORT“Short-FORM REGISTRATIONS"), Form Registrations”) if available. All registrations registrations 1. requested pursuant to this SECTION Section 1(a) are referred to herein as "DEMAND REGISTRATIONS“Demand Registrations." ” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten (10) days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and and, subject to Section l(d) below, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice’s notice (it being understood that no Warrants or other securities convertible into, or exercisable for, Registrable Securities shall be included in any such registration unless such Warrants or other securities are, or will be in connection with such offering, converted or exercised prior to such registration).

Requests for Registration. At any time, the holders of a majority of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after 1st anniversary of the Company's initial Effective Date under the TDA or such earlier time as EDI has completed a public offeringoffering of its securities under the Securities Act, the holders of a majority of the Warrant Holder Registrable Securities, Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("LONG-FORM REGISTRATIONS"), or on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORT-FORM REGISTRATIONS"), if available. All registrations requested pursuant to this SECTION 1(a) Section 1.1 are referred to herein as "DEMAND REGISTRATIONS." Holders of Registrable Securities may make up to three (3) Demand Registrations in any order or combination of Long-Form Registrations or Short-form Registrations. Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company EDI shall give written notice of such requested registration to all other holders of Registrable Securities and and, subject to the terms of Section 1.4 hereof, shall include in such registration all Registrable Securities with respect to which the Company EDI has received written requests for inclusion therein within 15 days after the receipt of the CompanyEDI's notice.

Requests for Registration. At any time, the holders of a majority of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after 120 days following the date --- ------------------------- the Company has completed a public offering of its equity securities under the Securities Act of 1933, as amended, (the "Securities Act"), Prudential Securities Incorporated and its Affiliates that is six-months after the Company's initial public offeringhold Registrable Securities (collectively "PSI") may, the holders of a majority so long as they hold 33% of the Warrant Holder Registrable SecuritiesSecurities held collectively by PSI as of October 3, may 1997, request registration under the Securities Act of all or any portion part of their Registrable Securities on Form S-1 or any similar long-form registration ("LONGLong-FORM REGISTRATIONSForm Registrations"), or or, if available on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-short- form registration ("SHORTShort-FORM REGISTRATIONSForm Registrations"), if available. All registrations requested pursuant to this SECTION 1(a) are referred to herein as "DEMAND REGISTRATIONS." Each request for a PSI Demand Registration (as defined below) shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and subject to paragraph 1(c) below, shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice. All registrations requested pursuant to this paragraph 1(a) are referred to herein as "PSI Demand Registrations."

Requests for Registration. At any time, the holders of a majority of the Investor Registrable Securities andSecurities, if after as a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003group, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder ARI Registrable Securities, as a group, may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("LONGLong-FORM REGISTRATIONSForm Registrations")) or, or if available, on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORTShort-FORM REGISTRATIONSForm Registrations"); provided that (i) in the case of the first Demand Registration hereunder, if availablethe holders of a majority of the Investor Registrable Securities and the holders of a majority of the ARI Registrable Securities, as a group, must consent to such registration unless the Company has previously completed a registered public offering of its Common Stock under the Securities Act and (ii) all Long-Form Registrations shall be underwritten registrations. All registrations requested pursuant to this SECTION paragraph 1(a) are referred to herein as "DEMAND REGISTRATIONS." Demand Registrations". Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice.

Requests for Registration. At any time, time after the date hereof the holders of a majority of the Investor Registrable Securities and, if after a failure to repay (the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement"MAJORITY INVESTOR HOLDERS") on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder Registrable Securities, may request registration under the Securities Act of 1933, as amended (the "SECURITIES ACT") of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("LONG-FORM REGISTRATIONS"), ) or on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORT-FORM REGISTRATIONS"), ) if available. All registrations requested pursuant to this SECTION 1(aparagraph l(a) are referred to herein as "DEMAND REGISTRATIONS." Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and registered, the anticipated per share price range for such offeringoffering and the intended method of disposition. Within ten (10) days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice.

Requests for Registration. At any timetime after a Qualified IPO, the holders of a majority of the Investor Goldman Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offeringSecurities, the holders of a majority of the Warrant Holder GTCR Registrable Securities, Securities and the holders of a majority of the HGF Registrable Securities may each request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("LONGLong-FORM REGISTRATIONSForm Registrations"), or on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORTShort-FORM REGISTRATIONSForm Registrations"), if available. All registrations requested pursuant to this SECTION Section 1(a) are referred to herein as "DEMAND REGISTRATIONSDemand Registrations." Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share or per unit price range for such offering. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice.

Requests for Registration. At any time, time after the date hereof the holders of a majority of the Investor Registrable Securities and, if after a failure to repay (the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement"MAJORITY INVESTOR HOLDERS") on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder Registrable Securities, may request registration under the Securities Act of 1933, as amended (the "SECURITIES ACT") of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("LONG-FORM REGISTRATIONS"), ) or on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORT-FORM REGISTRATIONS"), ) if available. All registrations requested pursuant to this SECTION paragraph 1(a) are referred to herein as "DEMAND REGISTRATIONS." Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and registered, the anticipated per share price range for such offeringoffering and the intended method of disposition. Within ten (10) days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice.