{"id":43882,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-rights-agreement-mckesson-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-mckesson-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-mckesson-corp.html","title":{"rendered":"Registration Rights Agreement &#8211; McKesson Corp."},"content":{"rendered":"<pre>\n                         REGISTRATION RIGHTS AGREEMENT\n\n\n\n                          Dated as of August 27, 1998\n \n          REGISTRATION RIGHTS AGREEMENT, dated as of August 27, 1998, by\nMcKesson Corporation, a Delaware corporation (the 'Company'), and the other\nundersigned parties hereto.\n\n          1.   Introduction; Term of Agreement. The Company is a party to the\n               -------------------------------\nseparate Agreement and Plan of Merger (the 'Merger Agreement'), dated as of\nAugust 27, 1998, among the Company, Red Acquisition Corp., a Louisiana\ncorporation, Automated Prescription Systems, Inc., a Louisiana corporation, and\nthe selling stockholders parties thereto (the 'Stockholders') pursuant to which\nthe Company has agreed, among other things, to acquire through merger APS and,\nin connection therewith, to issue to the Stockholders shares of common stock of\nthe Company (the 'Common Stock') as specified in the Merger Agreement. This\nAgreement shall become effective upon the Effective Time (as defined in the\nMerger Agreement). This Agreement shall terminate and be of no further force and\neffect on the second anniversary date of the Effective Time. Notwithstanding the\npreceding sentence, with respect to Registrable Securities being placed in\nescrow pursuant to the Merger Agreement, (i) section 2.1 hereof shall terminate\nand be of no further force and effect on the second anniversary date of the\nEffective Time, and (ii) the other provisions hereof shall terminate and be of\nno further force and effect on the third anniversary date of the Effective Time.\nCertain capitalized terms used in this Agreement are defined in section 3\nhereof; references to sections shall be to sections of this Agreement.\n\n          2.    Registration under Securities Act, etc.\n                -------------------------------------- \n\n                2.1  Registration on Request.\n                     ----------------------- \n\n                (a)  Demand Request.  Upon the written request of the Initiating\n                     --------------\nHolders (on their own and\/or on behalf of the other Stockholders), requesting\nthat the Company effect the registration under the Securities Act of all or part\nof such Initiating Holders' Registrable Securities or the Registrable Securities\nowned by other Stockholders and specifying the intended method or methods of\ndisposition thereof (a 'Demand Request'), the Company will, as promptly as\nreasonably practicable but in no event later than 20 days after such request,\ngive written notice of such requested registration to all registered holders of\nRegistrable Securities who would be entitled to participate in such\nregistration, and thereupon the Company will, subject to the terms of this\nAgreement, use its best efforts to effect the registration under the Securities\nAct of:\n\n                       (i)   the Registrable Securities which the Company has\n          been so requested to register by such Initiating Holders (on their own\n          and\/or on behalf of the other Stockholders) for disposition in\n          accordance with the intended method or methods of disposition stated\n          in such request;\n\n                       (ii)  all other Registrable Securities the holders of\n          which shall have made a written request to the Company for\n          registration \n\n                                      -2-\n \n          thereof within 30 days after the receipt of such written notice from\n          the Company (which request shall specify the intended method or\n          methods of disposition of such Registrable Securities);\n\n                    (iii)  all shares of Common Stock which the Company may\n          elect to register in connection with the offering of Registrable\n          Securities pursuant to this section 2.1; and\n\n                    (iv)   all shares of Common Stock which the Company may be\n          required to register in connection with 'piggyback' or incidental\n          registration rights granted to any other Person;\n\nall to the extent requisite to permit the disposition (in accordance with the\nintended method or methods of distribution specified in the Demand Request) of\nthe Registrable Securities and the additional shares of Common Stock, if any, so\nto be registered, provided, however, that such Demand Request shall be for not\n                  --------  -------                                           \nless than 400,000 shares of Common Stock.  Subject to the provisions of section\n2.1(d), the Initiating Holders will have the right pursuant to this section\n2.1(a) to make one Demand Request.\n\n          Without limiting the generality of the foregoing, the Initiating\nHolders shall have the right to request registration pursuant to this section\n2.1 and specify that one of the methods of disposition of Registrable Securities\nshall be a block trade or trades involving Registrable Securities held by such\nInitiating Holders and\/or other Stockholders and that, in connection therewith,\nthe Company shall file with the Commission a registration statement under Rule\n415 covering all of the Registrable Securities to be sold in the block trade or\ntrades.  In such case, the Company shall file an appropriate shelf registration\nstatement with the Commission as promptly as reasonably practicable and in\naccordance with the provisions of section 2.3.  Subject to the provisions of\nsection 2.1(d), a shelf registration which involves a block trade or block\ntrades as an intended method of disposition, whether or not any such block trade\nis made, shall be considered as the exercise of the Demand Request permitted by\nthis section 2.1(a).\n\n          Notwithstanding anything herein to the contrary, it is understood and\nagreed that the Initiating Holders may make a Demand Request for registration\npursuant to this section 2.1(a) 30 days prior to the date on which it is agreed\nby the parties that the restricted period under Accounting Series Release No.\n135 would expire.\n\n               (b)  Registration Statement Form. The registration under this\n                    ---------------------------\nsection 2.1 shall be on such appropriate registration form of the Commission (i)\nas shall be selected by the Company and, as shall be reasonably acceptable to\nthe Initiating Holders of the Registrable Securities so to be registered and\n(ii) as shall permit the disposition of such Registrable Securities in\naccordance with the intended method or methods of disposition specified in the\nrequest for such registration.\n\n                                      -3-\n \n          (c)  Expenses.  The Company will pay all Registration Expenses in\n               --------                                                    \nconnection with the registration requested pursuant to this section 2.1\n(including any registration deemed not to be 'effected' under section 2.1).\n\n          (d)  Effective Registration Statement.  The registration requested\n               --------------------------------                             \npursuant to this section 2.1 shall not be deemed to have been effected (and\ntherefore shall not constitute the Demand Request) (i) unless the registration\nstatement with respect thereto has become effective in accordance with the\nmanner of disposition specified by the requesting holders, provided that a\n                                                           --------       \nregistration which does not become effective after the Company has filed the\nregistration statement with respect thereto solely by reason of the refusal to\nproceed of the Initiating Holders (other than a refusal to proceed based upon\nthe advice of counsel relating to a matter with respect to the Company) shall be\ndeemed to have been effected by the Company at the request of the Initiating\nHolders unless the Initiating Holders shall have elected to pay all Registration\nExpenses in connection with such registration, (ii) if, after it has become\neffective, such registration becomes subject to any stop order, injunction or\nother order or requirement of the Commission or other governmental agency or\ncourt for any reason, or (iii) if the conditions to closing specified in the\npurchase agreement or underwriting agreement, if any, entered into in connection\nwith such registration are not satisfied, other than by reason of some act or\nomission by a holder of Registrable Securities.\n\n          (e)  Selection of Underwriters.  If a requested registration pursuant\n               -------------------------                                       \nto this section 2.1 involves an underwritten offering, the underwriter or\nunderwriters thereof shall be selected by the Company, subject to the approval\nof the holders of a majority of the Registrable Securities which the Company has\nbeen requested to register, which approval shall not be unreasonably withheld.\n\n          (f)  Priority in Requested Registrations.  If the requested\n               -----------------------------------                   \nregistration pursuant to this section 2.1 involves an underwritten offering, and\nthe managing underwriter shall advise the Company in writing (with a copy to\neach holder of Registrable Securities requesting registration) that, in its\nopinion, the number of securities requested to be included in such registration\n(including securities of the Company which are not Registrable Securities)\nexceeds the number which can be sold in such offering within a price range\nacceptable to the holders of a majority of the Registrable Securities requested\nto be included in such registration, the Company will include in such\nregistration, to the extent of the number which the Company is so advised can be\nsold in such offering, (i) first, Registrable Securities requested to be\nincluded in such registration by the holders of Registrable Securities, pro rata\n                                                                        --- ----\namong such holders requesting such registration on the basis of the number of\nsuch securities requested to be included by such holders, and (ii) second,\nsubject to section 2.1(a) hereof, securities the Company proposes to sell and\nother securities of the Company included in such registration by other holders\nwho may have 'piggyback' or incidental registration rights.\n\n                                      -4-\n \n               (g)  Delay Periods. The Company shall be entitled to postpone the\n                    -------------\nfiling of any registration statement otherwise required to be prepared and filed\nby the Company pursuant to this section 2.1, or suspend the use of any effective\nregistration statement under this section 2.1, for a reasonable period of time,\nbut not in excess of 90 days (a 'Delay Period'), if (i) such postponement or\nsuspension is required by applicable law arising from events outside of the\ncontrol of the Company or (ii) any senior executive officer of the Company\ndetermines that in such senior executive officer's reasonable good faith\njudgment the registration and distribution of the Registrable Securities covered\nor to be covered by such registration statement would interfere with any pending\nmaterial financing, acquisition, corporate reorganization, business combination,\njoint venture, strategic alliance, commercial alliance, customer contract or\nother transaction involving the Company or any of its subsidiaries or would\nrequire premature disclosure thereof and promptly gives the Initiating Holders\nwritten notice of such determination, and an approximation of the period of the\nanticipated delay; provided, however, that (i) the aggregate number of days\nincluded in all Delay Periods during any consecutive 12 months shall not exceed\nthe aggregate of 180 days and (ii) a period of at least 90 days shall elapse\nbetween the termination of any Delay Period and the commencement of the\nimmediately succeeding Delay Period. Immediately upon receipt of a written\nnotice of suspension, each holder of Registrable Securities who made a request\nto participate in the underwritten offering pursuant to this section 2.1 shall\ncease all disposition efforts with respect to Registrable Securities held by\nsuch holder. If the Company shall so postpone the filing of a registration\nstatement, the Holders of Registrable Shares to be registered shall\nautomatically be deemed to have withdrawn the request for registration and such\nrequest shall not constitute the Demand Request for registration to which the\nInitiating Holders of Registrable Shares are entitled pursuant to this section\n2.1. The time period for which the Company is required to maintain the\neffectiveness of the registration statement shall be extended by the aggregate\nDelay Periods during such registration.\n\n               2.2  Incidental Registration.\n                    ----------------------- \n\n               (a)  Right to Include Registrable Securities. If the Company at\n                    ---------------------------------------\nany time proposes to register any of its shares of Common Stock (other than in\nconnection with a registration of securities which are convertible or\nexchangeable into Common Stock) under the Securities Act (other than by a\nregistration on Form S-4 or S-8, or any successor or similar forms and other\nthan pursuant to section 2.1), whether or not for sale for its own account, it\nwill each such time give prompt written notice to all holders of Registrable\nSecurities of its intention to do so and of such holders' rights under this\nsection 2.2. Upon the written request of any such holder made within 30 days\nafter the receipt of any such notice (which request shall specify the\nRegistrable Securities intended to be disposed of by such holder and the\nintended method or methods of disposition thereof), the Company will, subject to\nthe terms of this Agreement, use its best efforts to effect the registration\nunder the Securities Act of all Registrable Securities\n\n                                      -5-\n \nwhich the Company has been so requested to register by the holders thereof, to\nthe extent requisite to permit the disposition (in accordance with the intended\nmethod or methods of distribution thereof specified in the requests of such\nholders) of the Registrable Securities so to be registered, by inclusion of such\nRegistrable Securities in the registration statement which covers the securities\nwhich the Company proposes to register; provided that if, at any time after\n                                        --------\ngiving written notice of its intention to register any securities and prior to\nthe effective date of the registration statement filed in connection with the\nregistration of the Registrable Securities and the securities which the Company\nproposes to sell, the Company shall determine for any reason either not to\nregister or to delay registration of the securities which the Company proposes\nto sell, the Company may, at its election, postpone or withdraw the registration\nstatement and give written notice of such determination to each holder of\nRegistrable Securities and, thereupon, (i) in the case of a determination not to\nregister, shall be relieved of its obligation to register any Registrable\nSecurities in connection with such registration (but not from its obligation to\npay the Registration Expenses in connection therewith), without prejudice,\nhowever, to the rights of any holder or holders of Registrable Securities\nentitled to do so to request that such registration be effected as a\nregistration under section 2.1, and (ii) in the case of a determination to delay\nregistering, shall be permitted to delay registering any Registrable Securities,\nfor the same period as the delay in registering such other securities. No\nregistration effected under this section 2.2 shall relieve the Company of its\nobligation to effect any registration upon request under section 2.1, nor shall\nany such registration hereunder be deemed to have been effected pursuant to\nsection 2.1. The Company will pay all Registration Expenses in connection with\neach registration of Registrable Securities requested pursuant to this section\n2.2, and each holder whose Registrable Securities are included in a registration\nrequested pursuant to this section 2.2 will pay any underwriting discounts and\ncommissions and fees of such holder's counsel in connection therewith.\n\n          (b)  Priority in Incidental Registrations.  If (i) a registration\n               ------------------------------------                        \npursuant to this section 2.2 involves an underwritten offering of the securities\nso being registered, whether or not for sale for the account of the Company, to\nbe distributed (on a firm commitment basis) by or through one or more\nunderwriters of recognized standing under underwriting terms appropriate for\nsuch a transaction, and (ii) the managing underwriter of such underwritten\noffering shall inform the Company and holders of the Registrable Securities\nrequesting such registration by letter of its belief that the number of\nsecurities requested to be included in such registration exceeds the number\nwhich can be sold in (or during the time of) such offering, then the Company\nwill include in such registration:\n\n                    (i)  first, all the securities the Company proposes to sell\n          for its own account,\n\n                                      -6-\n \n                    (ii)   second, all securities of any other holder who has\n          made a demand for registration, and\n\n                    (iii)  third, to the extent that the number of securities\n          which the Company and any such other holders proposed to include\n          pursuant to clauses (i) and (ii) is less than the number of securities\n          which the Company has been advised can be sold in such offering, the\n          number of (x) such Registrable Securities requested to be included in\n          such registration by the holders of Registrable Securities pursuant to\n          section 2.2(a) hereof and (y) other equity securities of the Company\n          requested to be included in such registration by holders of such\n          securities who are entitled to incidental registration rights under\n          any other registration rights agreements with the Company shall be\n          allocated pro rata among all such holders on the basis of the relative\n                    --- ----                                                    \n          number of Registrable Securities and other equity securities each such\n          holder has requested to be included in such registration.\n\n               2.3  Registration Procedures.  If and whenever the Company is\n                    -----------------------\n     required to effect the registration of any Registrable Securities under the\n     Securities Act as provided in sections 2.1 and 2.2, the Company shall, as\n     expeditiously as reasonably possible:\n\n                    (i)  prepare and file with the Commission the requisite\n          registration statement to effect such registration (including such\n          audited financial statements as may be required by the Securities Act\n          or the rules and regulations promulgated thereunder) and thereafter\n          cause such registration statement to become and remain effective for a\n          period of at least 120 days, provided however that the Company may\n                                       --------                             \n          discontinue any registration of its securities which are not\n          Registrable Securities (and, under the circumstances specified in\n          section 2.2(a), its securities which are Registrable Securities) at\n          any time prior to the effective date of the registration statement\n          relating thereto;\n\n                    (ii) prepare and file with the Commission such amendments\n          and supplements to such registration statement and the prospectus used\n          in connection therewith as may be necessary to keep such registration\n          statement effective for a period of at least 120 days (30 days in the\n          case of any registration pursuant to section 2.2) and to comply with\n          the provisions of the Securities Act with respect to the disposition\n          of all securities covered by such registration statement until the\n          earlier of such time as all of such securities have been disposed of\n          in accordance with the intended methods of disposition by the seller\n          or sellers thereof set forth in such registration statement or such\n          other time as is required by the Securities Act;\n\n                                      -7-\n \n                    (iii) furnish to each seller of Registrable Securities\n          covered by such registration statement and each underwriter, if any,\n          of the securities being sold by such seller such number of conformed\n          copies of such registration statement and of each such amendment and\n          supplement thereto (in each case including all exhibits), such number\n          of copies of the prospectus contained in such registration statement\n          (including each preliminary prospectus and any summary prospectus) and\n          any other prospectus filed pursuant to Rule 424 under the Securities\n          Act, in conformity with the requirements of the Securities Act, and\n          such other documents, as such seller and underwriter, if any, may\n          reasonably request;\n\n                    (iv)  use its best efforts to register or qualify all\n          Registrable Securities and other securities covered by such\n          registration statement under such other state securities laws or blue\n          sky laws of such jurisdictions as any seller thereof and any\n          underwriter of the securities being sold by such seller shall\n          reasonably request, to keep such registrations or qualifications in\n          effect for so long as such registration statement remains in effect,\n          and take any other action which may be reasonably necessary or\n          advisable to enable such seller and underwriter to consummate the\n          disposition in such jurisdictions of the securities owned by such\n          seller, except that the Company shall not for any such purpose be\n          required to qualify generally to do business as a foreign corporation\n          in any jurisdiction wherein it would not but for the requirements of\n          this subsection (iv) be obligated to be so qualified or to consent to\n          general service of process in any such jurisdiction;\n\n                    (v)   furnish to each seller of Registrable Securities a\n          signed counterpart, addressed to such seller and the underwriters, if\n          any, of:\n\n                          (X) an opinion of counsel for the Company (which shall\n                    be outside counsel if outside counsel is rendering such\n                    opinion in the transaction and otherwise may be the\n                    Company's inside counsel), dated the effective date of such\n                    registration statement (or, if such registration includes an\n                    underwritten public offering, an opinion dated the date of\n                    the closing under the underwriting agreement), customary for\n                    a transaction of such type, and\n\n                          (Y) a 'comfort' letter (or, in the case of any such\n                    Person which does not satisfy the conditions for receipt of\n                    a 'comfort' letter specified in Statement on Auditing\n                    Standards No. 72, as amended by Statements on Auditing\n                    Standards Nos. 76 and 86, an 'agreed upon procedures'\n                    letter), dated the effective date of such registration\n                    statement \n\n                                      -8-\n \n                    (and, if such registration includes an underwritten public\n                    offering, a letter of like kind dated the date of the\n                    closing under the underwriting agreement), signed by the\n                    independent public accountants who have certified the\n                    Company's financial statements included in such registration\n                    statement, covering substantially the same matters with\n                    respect to such registration statement (and the prospectus\n                    included therein) and, in the case of the accountants'\n                    letter, with respect to events subsequent to the date of\n                    such financial statements, as are customarily covered in\n                    opinions of issuer's counsel and in accountants' letters\n                    delivered to the underwriters in underwritten public\n                    offerings of securities (with, in the case of an 'agreed\n                    upon procedures' letter, such modifications or deletions as\n                    may be required under Statement on Auditing Standards No.\n                    75) and, in the case of the accountants' letter, such other\n                    financial matters customarily covered in a transaction of\n                    such type;\n\n                    (vi)      notify the holders of Registrable Securities and\n          the managing underwriter or underwriters, if any, promptly:\n\n                              (V) when the registration statement, the\n                    prospectus or any prospectus supplement related thereto or\n                    post-effective amendment to the registration statement has\n                    been filed, and, with respect to the registration statement\n                    or any post-effective amendment thereto, when the same has\n                    become effective;\n\n                              (W) of any request by the Commission for\n                    amendments or supplements to the registration statement or\n                    the prospectus or for additional information;\n\n                              (X) of the issuance by the Commission of any stop\n                    order suspending the effectiveness of the registration\n                    statement or the initiation of any proceedings by any Person\n                    for that purpose;\n\n                              (Y) if at any time the representations and\n                    warranties of the Company made as contemplated by section\n                    2.4 below cease to be true and correct; and\n\n                              (Z) of the receipt by the Company of any\n                    notification with respect to the suspension of the\n                    qualification of any Registrable Securities for sale under\n                    the securities or \n\n                                      -9-\n \n                    blue sky laws of any jurisdiction or the initiation or\n                    threat of any proceeding for such purpose;\n\n                        (vii)  notify each seller of Registrable Securities\n          covered by such registration statement, at any time when a prospectus\n          relating thereto is required to be delivered under the Securities Act,\n          upon the Company's discovery that, or upon the happening of any event\n          as a result of which, the prospectus included in such registration\n          statement, as then in effect, includes an untrue statement of a\n          material fact or omits to state any material fact required to be\n          stated therein or necessary to make the statements therein not\n          misleading in the light of the circumstances under which they were\n          made, and at the request of any such seller promptly prepare and\n          furnish to such seller and each underwriter, if any, a reasonable\n          number of copies of a supplement to or an amendment of such prospectus\n          as may be necessary so that, as thereafter delivered to the purchasers\n          of such securities, such prospectus shall not include an untrue\n          statement of a material fact or omit to state a material fact required\n          to be stated therein or necessary to make the statements therein not\n          misleading in the light of the circumstances under which they were\n          made;\n\n                        (viii) make every reasonable effort to obtain the\n          withdrawal of any order suspending the effectiveness of the\n          registration statement as promptly as possible;\n\n                        (ix)   otherwise use its best efforts to comply with all\n          applicable rules and regulations of the Commission, and, if required,\n          make available to its security holders, as soon as reasonably\n          practicable, an earnings statement covering the period of at least\n          twelve months, but not more than eighteen months, beginning with the\n          first day of the Company's first full calendar quarter after the\n          effective date of such registration statement, which earnings\n          statement shall satisfy the provisions of Section 11(a) of the\n          Securities Act and Rule 158 thereunder, and use its best efforts to\n          furnish to each such seller at least one business day prior to the\n          filing thereof a copy of any amendment or supplement to such\n          registration statement or prospectus and shall not file any thereof to\n          which any such seller shall have reasonably objected on the grounds\n          that such amendment or supplement does not comply in all material\n          respects with the requirements of the Securities Act or of the rules\n          or regulations thereunder;\n\n                        (x)    provide and cause to be maintained a transfer\n          agent and registrar for all Registrable Securities covered by such\n          registration statement from and after a date not later than the\n          effective date of such registration statement; and\n\n                                     -10-\n \n                        (xi)   use its best efforts to list all Registrable\n          Securities covered by such registration statement on any securities\n          exchange on which any of the securities of the same class as the\n          Registrable Securities are then listed.\n\n          The Company will not file any registration statement or amendment\nthereto or any prospectus or any supplement thereto to which the holders of at\nleast a majority of the Registrable Securities covered by such registration\nstatement or the underwriter or underwriters, if any, shall reasonably object.\n\n          The Company may require each seller of Registrable Securities as to\nwhich any registration is being effected to furnish the Company such information\nregarding such seller and the distribution of such securities as the Company may\nfrom time to time reasonably request in writing in order to assure compliance\nwith applicable securities laws and applicable rules and regulations of\nsecurities exchanges.\n\n          Each holder of Registrable Securities agrees by acquisition of such\nRegistrable Securities that, upon receipt of any notice from the Company of the\noccurrence of any event of the kind described in paragraph (vii) of this section\n2.3, such holder will forthwith discontinue such holder's disposition of\nRegistrable Securities pursuant to the registration statement relating to such\nRegistrable Securities until such holder's receipt of the copies of the\nsupplemented or amended prospectus contemplated by paragraph (vii) of this\nsection 2.3 and, if so directed by the Company, will deliver to the Company (at\nthe Company's expense) all copies, other than permanent file copies, then in\nsuch holder's possession of the prospectus relating to such Registrable\nSecurities current at the time of receipt of such notice.  In the event the\nCompany shall give any such notice, the period mentioned in paragraph (ii) of\nthis section 2.3 shall be extended by the length of the period from and\nincluding the date when each seller of any Registrable Securities covered by\nsuch registration statement shall have received such notice to the date on which\neach such seller has received the copies of the supplemented or amended\nprospectus contemplated by paragraph (vii) of this section 2.3.\n\n               2.4.  Underwritten Offerings.\n                     ---------------------- \n\n               (a)   Requested Underwritten Offerings.  If requested by the\n                     --------------------------------                      \nunderwriters for any underwritten offering by holders of Registrable Securities\npursuant to a registration requested under section 2.1, the Company will enter\ninto an underwriting or similar agreement with such underwriters for such\noffering, such agreement to be reasonably satisfactory in substance and form to\nthe Company, each such holder and the underwriters, and to contain such\nrepresentations and warranties by the Company and such other terms as are\ngenerally prevailing in agreements of this type, including, without limitation,\nindemnities to the effect and to the extent provided in section 2.6.  The\nholders of the Registrable Securities will cooperate with the Company in the\nnegotiation of the underwriting or similar agreement and will give consideration\nto the reasonable \n\n                                     -11-\n \nsuggestions of the Company regarding the form thereof, provided that nothing\n                                                       -------- \nherein contained shall diminish the foregoing obligations of the Company. The\nholders of Registrable Securities to be distributed by such underwriters shall\nbe parties to such underwriting agreement, which agreement shall provide that\nany or all of the representations and warranties by, and the other agreements on\nthe part of, the Company to and for the benefit of such underwriters shall also\nbe made to and for the benefit of such holders of Registrable Securities and\nthat any or all of the conditions precedent to the obligations of such\nunderwriters under such underwriting agreement shall be conditions precedent to\nthe obligations of such holders of Registrable Securities. No underwriting or\nsimilar agreement shall require any holder of Registrable Securities to make any\nrepresentations or warranties to or agreements with the Company or the\nunderwriters, other than representations and warranties or agreements regarding\nsuch holder, such holder's Registrable Securities and such holder's intended\nmethod or methods of distribution and any other representation required by law,\nor to make any agreements with the Company or the underwriters with respect to\nindemnification of any Person or the contribution obligations of any Person that\nwould impose any obligation which is broader than the indemnity furnished by\nsuch holder pursuant to the provisions of section 2.6. In addition, the holders\nof Registrable Securities shall cooperate with the Company in an effort to\nprovide that any such agreement will contain a provision modifying the\nindemnification of the underwriter to the effect that neither the Company nor\nthe holders of the Registrable Securities will be liable to any Person who\nparticipates as an underwriter in the offering or sale of Registrable Securities\nwith respect to any preliminary prospectus, to the extent that any such loss,\nclaim, damage or liability of such underwriter results from such underwriter\nhaving sold Registrable Securities to a person to whom there was not sent or\ngiven, at or prior to the written confirmation of such sale, a copy of the final\nprospectus, if the Company has previously furnished copies thereof to such\nunderwriter and such final prospectus as then amended or supplemented, has\ncorrected any such misstatement or omission.\n\n          (b) Incidental Underwritten Offerings.  If the Company at any time\n              ---------------------------------                             \nproposes to register any of its securities under the Securities Act as\ncontemplated by section 2.2 and such securities are to be distributed by or\nthrough one or more underwriters, the Company will, if requested by any holder\nof Registrable Securities as provided in section 2.2 and subject to the\nprovisions of section 2.2(b), use its best efforts to arrange for such\nunderwriters to include all the Registrable Securities to be offered and sold by\nsuch holder among the securities to be distributed by such underwriters.  The\nholders of Registrable Securities to be distributed by such underwriters shall\nbe parties to the underwriting agreement between the Company and such\nunderwriters, which agreement shall provide that any or all of the\nrepresentations and warranties by, and the other agreements on the part of, the\nCompany to and for the benefit of such underwriters shall also be made to and\nfor the benefit of such holders of Registrable Securities and that any or all of\nthe conditions precedent to the obligations of such underwriters under such\nunderwriting agreement be conditions precedent to the obligations of such\nholders of \n\n                                     -12-\n \nRegistrable Securities. Any such holder of Registrable Securities shall not be\nrequired to make any representations or warranties to or agreements with the\nCompany or the underwriters, other than representations, warranties or\nagreements regarding such holder, such holder's Registrable Securities and such\nholder's intended method or methods of distribution and any other representation\nrequired by law, or to make any agreements with the Company or the underwriters\nwith respect to indemnification of any Person or the contribution obligations of\nany Person that would impose any obligation which is broader than the indemnity\nfurnished by such holder pursuant to the provisions of section 2.6. In addition,\nthe holders of Registrable Securities shall cooperate with the Company in an\neffort to provide that any such agreement will contain a provision modifying the\nindemnification of the underwriter to the effect that neither the Company nor\nthe holders of the Registrable Securities will be liable to any Person who\nparticipates as an underwriter in the offering or sale of Registrable Securities\nwith respect to any preliminary prospectus, to the extent that any such loss,\nclaim, damage or liability of such underwriter results from such underwriter\nhaving sold Registrable Securities to a person to whom there was not sent or\ngiven, at or prior to the written confirmation of such sale, a copy of the final\nprospectus, if the Company has previously furnished copies thereof to such\nunderwriter and such final prospectus as then amended or supplemented, has\ncorrected any such misstatement or omission.\n\n               (c)  Holdback Agreements.\n                    ------------------- \n\n                          (i)   Each holder of Registrable Securities agrees by\n          acquisition of such Registrable Securities, if and to the extent so\n          required by the managing underwriter, not to sell, make any short sale\n          of, loan, grant any option for the purchase of, effect any public sale\n          or distribution of or otherwise dispose of any securities of the\n          Company, during the 7 days prior to and the 90 days after any\n          underwritten registration pursuant to section 2.1 or 2.2 has become\n          effective and in which the holders of Registrable Securities have the\n          opportunity to participate, except as part of such underwritten\n          registration, whether or not such holder participates in such\n          registration, unless the underwriters managing the registered public\n          offering otherwise agree, provided that the foregoing restrictions\n                                    --------                                \n          shall not apply with regard to any Stockholder to the transfer to any\n          Affiliate of such Person, or to any bona fide pledge of such\n          Registrable Securities, provided that such Affiliate or other\n          transferee and\/or lender or creditor acknowledges in writing that it\n          is bound by the provisions of this section 2.4(c).  Each holder of\n          Registrable Securities agrees that the Company may instruct its\n          transfer agent to place stop transfer notations in its records to\n          enforce this section 2.4(c).\n\n                          (ii)  The Company agrees (X) if so required by the\n          managing underwriter not to sell, make any short sale of, loan, grant\n          any \n\n                                     -13-\n \n          option for the purchase of, effect any sale or distribution of or\n          otherwise dispose of its equity securities or securities convertible\n          into or exchangeable or exercisable for any of such securities during\n          the seven days prior to and the 90 days after any underwritten\n          registration pursuant to section 2.1 or 2.2 has become effective,\n          except as part of such underwritten registration and except pursuant\n          to registrations on Form S-4, S-8, or any successor or similar forms\n          thereto, and (Y) to cause each holder of its securities purchased from\n          the Company, or any securities convertible into or exchangeable or\n          exercisable for such securities, at any time after the date of this\n          Agreement (other than in a public offering) to agree not to sell, make\n          any short sale of, loan, grant any option for the purchase of, effect\n          any sale or distribution of or otherwise dispose of such securities\n          during such periods, unless the underwriters managing the registered\n          public offering otherwise agree.\n\n               (d)  Participation in Underwritten Offerings.  No Person may\n                    ---------------------------------------                \nparticipate in any underwritten offering hereunder unless such Person (i) agrees\nto sell such Person's securities on the basis provided in any underwriting\narrangements approved, subject to the terms and conditions hereof, by the\nCompany and the holders of a majority of the Registrable Securities to be\nincluded in such underwritten offering and the Initiating Holders, if\napplicable, and (ii) completes and executes all questionnaires, indemnities,\nunderwriting agreements and other documents (other than powers of attorney)\nrequired under the terms of such underwriting arrangements.  Notwithstanding the\nforegoing, no underwriting agreement (or other agreement in connection with such\noffering) shall require any holder of Registrable Securities to make any\nrepresentations or warranties to or agreements with the Company or the\nunderwriters other than representations and warranties regarding such holder,\nsuch holder's Registrable Securities and such holder's intended method or\nmethods of distribution and any other representation required by law, or to make\nany agreements with the Company or the underwriters with respect to\nindemnification of any Person or the contribution obligations of any Person that\nwould impose any obligation which is broader than the indemnity furnished by\nsuch holder pursuant to the provisions of section 2.6.\n\n               2.5  Preparation; Reasonable Investigation.  In connection with\n                    -------------------------------------\n     the preparation and filing of each registration statement under the\n     Securities Act pursuant to this Agreement, the Company will give the\n     holders of Registrable Securities registered under such registration\n     statement, their underwriters, if any, and their respective counsel and\n     accountants, the opportunity to participate in the preparation of such\n     registration statement, each prospectus included therein or filed with the\n     Commission, and each amendment thereof or supplement thereto, and will give\n     each of them such reasonable access during normal business hours to its\n     books, records, and properties, and cause the Company's officers, employees\n     and the independent public accountants who have certified its financial\n     statements to supply all information reasonably requested by such \n\n                                     -14-\n \n     holders' and such underwriters' respective counsel, to conduct a reasonable\n     investigation within the meaning of the Securities Act.\n\n               2.6  Indemnification.\n                    --------------- \n\n               (a)  Indemnification by the Company. In the event of any\n                    ------------------------------\nregistration of any securities of the Company under the Securities Act pursuant\nto section 2.1 or 2.2, the Company will, and hereby does agree to, indemnify and\nhold harmless the holder of any Registrable Securities covered by such\nregistration statement and its partners, if any, its and their respective\ndirectors, officers, partners, agents and Affiliates, each other Person who\nparticipates as an underwriter in the offering or sale of such securities and\neach other Person, if any, who controls such holder or any such underwriter\nwithin the meaning of the Securities Act, against any losses, claims, damages or\nliabilities, joint or several, to which such holder or partner thereof or any\nsuch director or officer or partner or agent or Affiliate or underwriter or\ncontrolling person may become subject under the Securities Act or otherwise,\ninsofar as such losses, claims, damages or liabilities (or actions or\nproceedings, whether commenced or threatened, in respect thereof) arise out of\nor are based upon any untrue statement or alleged untrue statement of any\nmaterial fact contained in any registration statement under which such\nsecurities were registered under the Securities Act, any preliminary prospectus,\nfinal prospectus or summary prospectus contained therein, or any amendment or\nsupplement thereto, or any omission or alleged omission to state therein a\nmaterial fact required to be stated therein or necessary to make the statements\ntherein not misleading, and the Company will reimburse such holder, its\nrespective partners and each such director, officer, partner, agent, Affiliate,\nunderwriter and controlling person for any legal or any other expenses\nreasonably incurred by them in connection with investigating or defending any\nsuch loss, claim, liability, action or proceeding, provided, that the Company\nshall not be liable in any such case to the extent that any such loss, claim,\ndamage, liability (or action or proceeding in respect thereof) or expense arises\nout of or is based upon an untrue statement or alleged untrue statement or\nomission or alleged omission made in such registration statement, any such\npreliminary prospectus, final prospectus, summary prospectus, amendment or\nsupplement in reliance upon and in conformity with written information furnished\nto the Company through an instrument duly executed by such holder, specifically\nstating that it is for use in the preparation thereof. Such indemnity shall\nremain in full force and effect regardless of any investigation made by or on\nbehalf of such holder or partner thereof or any such director, officer, partner,\nagent, Affiliate, underwriter or controlling person and shall survive the\ntransfer of such securities by such holder. The indemnity agreement contained in\nthis section 2.6 shall not apply to amounts paid in settlement of any such loss,\nclaim, damage, liability, action or proceeding if such settlement is effected\nwithout the consent of the Company, which consent shall not be unreasonably\nwithheld.\n\n                                     -15-\n \n               (b)  Indemnification by the Sellers. The Company may require, as\n                    ------------------------------\na condition to including any Registrable Securities in any registration\nstatement filed pursuant to section 2.3, that the Company shall have received an\nundertaking reasonably satisfactory to it from the prospective seller of such\nRegistrable Securities, to indemnify severally, not jointly and severally, and\nhold harmless (in the same manner and to the same extent as set forth in\nsubsection (a) of this section 2.6) the Company, each director of the Company,\neach officer of the Company and each other person, if any, who controls the\nCompany within the meaning of the Securities Act, with respect to any statement\nor alleged statement in or omission or alleged omission from such registration\nstatement, any preliminary prospectus, final prospectus or summary prospectus\ncontained therein, or any amendment or supplement thereto, if such statement or\nalleged statement or omission or alleged omission was made in reliance upon and\nin conformity with written information furnished to the Company by the\nprospective seller of the Registrable Securities through an instrument duly\nexecuted by such seller specifically stating that it is for use in the\npreparation of such registration statement, preliminary prospectus, final\nprospectus, summary prospectus, amendment or supplement. Any such indemnity\nshall remain in full force and effect, regardless of any investigation made by\nor on behalf of the Company or any such director, officer or controlling person\nand shall survive the transfer of such securities by such seller. The indemnity\nagreement provided for in this section 2.6(b) shall not apply to amounts paid in\nsettlement of any such loss, claim, damage, liability, action or proceeding if\nsuch settlement is effected without the consent of such seller (which consent\nshall not be unreasonably withheld). The parties hereto hereby acknowledge and\nagree that, unless otherwise expressly agreed to in writing by holders of\nRegistrable Securities to the contrary, for all purposes of this Agreement the\nonly information furnished or to be furnished to the Company for use in any\nregistration statement, any preliminary prospectus, final prospectus or summary\nprospectus contained therein, or any amendment or supplement thereto are\nstatements specifically relating to (i) the beneficial ownership of shares of\nCommon Stock by such holders and its Affiliates, (ii) the name and address of\nsuch holder and (iii) the method or methods of distribution of such holders. The\nindemnity provided for under this section 2.6(b) shall be limited in amount to\nthe net amount of proceeds actually received by such seller from the sale of\nRegistrable Securities pursuant to such registration statement.\n\n               (c)  Notices of Claims, etc. Promptly after receipt by an\n                    ----------------------\nindemnified party of notice of the commencement of any action or proceeding\ninvolving a claim referred to in the preceding subsections of this section 2.6,\nsuch indemnified party will, if a claim in respect thereof is to be made against\nan indemnifying party, give written notice to the latter of the commencement of\nsuch action, provided that the failure of any indemnified party to give notice\n             --------\nas provided herein shall not relieve the indemnifying party of its obligations\nunder the preceding subsections of this section 2.6, except to the extent that\nthe indemnifying party is actually prejudiced by such failure to give notice. In\ncase any such action is brought against an indemnified party, unless in such\nindemnified party's reasonable judgment a conflict of interest between such\n\n                                     -16-\n \nindemnified and indemnifying parties may exist in respect of such claim, the\nindemnifying party shall be entitled to participate in and to assume the defense\nthereof, jointly with any other indemnifying party similarly notified, to the\nextent that the indemnifying party may wish, with counsel reasonably\nsatisfactory to such indemnified party, and after notice from the indemnifying\nparty to such indemnified party of its election so to assume the defense\nthereof, the indemnifying party shall not be liable to such indemnified party\nfor any legal or other expenses subsequently incurred by the latter in\nconnection with the defense thereof other than reasonable costs of\ninvestigation. No indemnifying party shall, without the consent of the\nindemnified party, consent to entry of any judgment or enter into any settlement\nof any such action which does not include as an unconditional term thereof the\ngiving by the claimant or plaintiff to such indemnified party of a release from\nall liability, or a covenant not to sue, in respect to such claim or litigation.\nNo indemnified party shall consent to entry of any judgment or enter into any\nsettlement of any such action the defense of which has been assumed by an\nindemnifying party without the consent of such indemnifying party, which consent\nshall not be unreasonably withheld.\n\n               (d)  Indemnification Payments. The indemnification required by\n                    ------------------------\nthis section 2.6 shall be made by periodic payments of the amount thereof during\nthe course of the investigation or defense, as and when bills are received or\nexpense, loss, damage or liability is incurred.\n\n               (e)  Contribution.  If the indemnification provided for in the\n                    ------------                                             \npreceding subsections of this section 2.6 is unavailable to an indemnified party\nin respect of any expense, loss, claim, damage or liability referred to therein,\nthen each indemnifying party, in lieu of indemnifying such indemnified party,\nshall contribute to the amount paid or payable by such indemnified party as a\nresult of such expense, loss, claim, damage or liability in such proportion as\nis appropriate to reflect the relative benefits and the relative fault of the\nCompany on the one hand and the holder or underwriter, as the case may be, on\nthe other in connection with the distribution of the Registrable Securities and\nthe statements or omissions which result in any expense, loss, damage or\nliability, as well as any other relevant equitable considerations.  The relative\nfault of the Company on the one hand and of the holder or underwriter, as the\ncase may be, on the other shall be determined by reference to, among other\nthings, whether the untrue or alleged untrue statement of a material fact or\nomission to state a material fact relates to information supplied by the\nCompany, by the holder or by the underwriter and the parties' relative intent,\nknowledge, access to information and opportunity to correct or prevent such\nstatement or omission.\n\n          The Company and the holders of Registrable Securities agree that it\nwould not be just and equitable if contribution pursuant to this subsection (e)\nwere determined by pro rata allocation (even if the holders and any underwriters\n                   --- ----                                                     \nwere treated as one entity for such purpose) or by any other method of\nallocation that does not take account of the \n\n                                     -17-\n \nequitable considerations referred to in the immediately preceding paragraph. The\namount paid or payable by an indemnified party as a result of the losses,\nclaims, damages and liabilities referred to in the immediately preceding\nparagraph shall be deemed to include, subject to the limitations set forth in\nthe preceding sentence and subsection (c) of this section 2.6, any legal or\nother expenses reasonably incurred by such indemnified party in connection with\ninvestigating or defending any such action or claim.\n\n          Notwithstanding the provisions of this subsection (e), no holder of\nRegistrable Securities or underwriter shall be required to contribute any amount\nin excess of the amount by which (i) in the case of any such holder the net\nproceeds actually received by such holder from the sale of Registrable\nSecurities or (ii) in the case of an underwriter, the total price at which the\nRegistrable Securities purchased by it and distributed to the public were\noffered to the public exceeds, in any such case, the amount of any damages that\nsuch holder or underwriter has otherwise been required to pay by reason of such\nuntrue or alleged untrue statement or omission.  No Person guilty of fraudulent\nmisrepresentation (within the meaning of Section 11(f) of the Securities Act)\nshall be entitled to contribution from any person who was not guilty of such\nfraudulent misrepresentation.  No party shall be liable for contribution under\nthis section 2.6 except to the extent and under such circumstances as such party\nwould have been liable to indemnify under this section 2.6 if such\nindemnification were enforceable under applicable law.\n\n               2.7  Limitations on Registrations of Registrable Securities. The\n                    ------------------------------------------------------\nCompany shall not be required to effect any registration of Registrable\nSecurities pursuant to section 2.1 or 2.2 hereof (other than with respect to a\nregistration pursuant to section 2.1 of Registrable Securities of the Initiating\nHolders) if it shall deliver (i) to the requesting holder of Registrable\nSecurities an opinion of counsel (which opinion and counsel shall be reasonably\nsatisfactory to the Initiating Holders, or other requesting holder of\nRegistrable Securities, if applicable) to the effect that all Registrable\nSecurities held by such Initiating Holders, or other requesting holder of\nRegistrable Securities, if applicable, may be sold immediately in the public\nmarket without registration under the Securities Act and any applicable state\nsecurities laws and (ii) to the Company's stock transfer agent a letter of\ninstruction removing any stop order and restrictive legends on such Registrable\nSecurities.\n\n          3.   Definitions.  As used herein, unless the context otherwise\n               -----------\nrequires, the following terms have the following respective meanings.\n\n               Affiliate:  As defined in Rule 12b-2 promulgated under the\n               ---------                                                 \n               Exchange Act.\n\n               Beneficially Own or Beneficial Ownership:  With respect to any\n               -----------------   --------------------                      \n               securities shall mean having 'beneficial ownership' of such\n               securities (as determined pursuant to Rule 13d-3 under the\n               Exchange \n\n                                     -18-\n \n               Act), including pursuant to any agreement, arrangement or\n               understanding, whether or not in writing. Without duplicative\n               counting of the same securities by the same holder, securities\n               Beneficially Owned by a person shall include securities\n               Beneficially Owned by all Affiliates of such Person and all other\n               Persons with whom such person would constitute a 'group' within\n               the meaning of Section 13 (d) of the Exchange Act and the rules\n               promulgated thereunder.\n\n               Commission:  The Securities and Exchange Commission or any other\n               ----------                                                      \n               Federal agency at the time administering the Securities Act.\n\n               Common Stock:  As defined in section 1.\n               ------------                           \n\n               Company:  As defined in the introductory paragraph of this\n               -------                                                   \n               Agreement.\n\n               Delay Period:  As defined in section 2.1(g).\n               ------------                                \n\n               Demand Request:  As defined in section 2.1(a).\n               --------------                                \n\n               Effective Time:  As defined in the Merger Agreement.\n               --------------                                      \n\n               Exchange Act:  The Securities Exchange Act of 1934, or any\n               ------------                                              \n               similar Federal statute, and the rules and regulations of the\n               Commission thereunder, all as the same shall be in effect at the\n               time.  Reference to a particular section of the Securities\n               Exchange Act of 1934 shall include a reference to the comparable\n               Section, if any, of any such similar federal statute.\n\n               Initiating Holders:  Any holder or holders of not less than 50%\n               ------------------                                             \n               of the aggregate number of Registrable Securities held by all\n               holders of Registrable Securities.\n\n               Merger Agreement:  As defined in section 1.\n               ----------------                           \n\n               Person:  A corporation, an association, a partnership, an\n               ------                                                   \n               organization, business, an individual, a governmental or\n               political subdivision thereof or a governmental agency.\n\n               Registrable Securities:  The Common Stock issued pursuant to the\n               ----------------------                                          \n               transactions contemplated by the Merger Agreement and any\n               securities issued or issuable with respect to any Common Stock by\n               way of stock dividend or stock split or in connection with a\n               combination of shares, recapitalization, merger, consolidation or\n\n                                     -19-\n \n               other reorganization or otherwise.  As to any particular\n               Registrable Securities, once issued, such securities shall cease\n               to be Registrable Securities when (a) a registration statement\n               with respect to the sale of such securities shall have become\n               effective under the Securities Act and such securities have been\n               disposed of in accordance with such registration statement, (b)\n               they shall have been distributed to the public pursuant to Rule\n               144 (or any successor provision) under the Securities Act, (c)\n               all of the Registrable Securities held by such holder shall be\n               eligible for disposition under Rule 144, or (d) they shall have\n               ceased to be outstanding.\n\n               Registration Expenses:  All expenses incident to the Company's\n               ---------------------                                         \n               performance of or compliance with section 2, including, without\n               limitation, all registration, filing and NASD fees, all stock\n               exchange listing fees, all fees and expenses of complying with\n               securities or blue sky laws, all word processing, duplicating and\n               printing expenses, messenger and delivery expenses, the fees and\n               disbursements of counsel for the Company and of its independent\n               public accountants, including the expenses of any special audits\n               or 'cold comfort' letters required by or incident to such\n               performance and compliance, and any fees and disbursements of\n               underwriters customarily paid by issuers or sellers or\n               securities, but excluding underwriting discounts and commissions\n               and transfer taxes, if any.\n\n               Securities Act:  The Securities Act of 1933, or any similar\n               --------------                                             \n               Federal statute, and the rules and regulations of the Commission\n               thereunder, all as of the same shall be in effect at the time.\n               References to a particular section of the Securities Act of 1933\n               shall include a reference to the comparable Section, if any, of\n               any such similar Federal statute.\n\n               Transfer:  A transfer, sale, pledge, hypothecation, encumbrance,\n               --------                                                        \n               assignment or other conveyance or disposition except an\n               assignment by operation of law.\n\n          4.   Rule 144.  The Company shall timely file the reports required to\n               --------\nbe filed by it under the Securities Act and the Exchange Act (including but not\nlimited to the reports under sections 13 and 15(d) of the Exchange Act referred\nto in subparagraph (c) of Rule 144 adopted by the Commission under the\nSecurities Act) and the rules and regulations adopted by the Commission\nthereunder and will take such further action as any holder of Registrable\nSecurities may reasonably request, all to the extent required from time to time\nto enable such holder to sell Registrable Securities without registration under\nthe Securities Act within the limitation of the exemptions provided by (a) Rule\n144 under the Securities Act, as such Rule may be amended from time to time, or\n(b) any \n\n                                     -20-\n \nsimilar rule or regulation hereafter adopted by the Commission. Upon the\nrequest of any holder of Registrable Securities, the Company will (a) deliver to\nsuch holder a written statement as to whether it has complied with the\nrequirements of this section 4 or (b) take such action as is necessary to allow\ntransfer of such Registrable Securities in accordance with the provisions of\nRule 144(k) (or any successor provision) under the Securities Act, including\nwithout limitation, if necessary, the issuance of new certificates for such\nRegistrable Securities bearing a legend restricting further transfer.\n\n          5.   Amendments and Waivers.  This Agreement may be amended and the\n               ----------------------\nCompany may take any action herein prohibited, or omit to perform any act herein\nrequired to be performed by it, only if the Company shall have obtained the\nwritten consent to such amendment, action or omission to act, of the holder or\nholders of more than 50% of the shares of Registrable Securities and in the case\nof any such amendment, action or omission to act in respect of the first\nsentence of section 4, the written consent of each holder affected thereby. Each\nholder of any Registrable Securities at the time or thereafter outstanding shall\nbe bound by any consent authorized by this section 5, whether or not such\nRegistrable Securities shall have been marked to indicate such consent.\n\n          6.   Nominees for Beneficial Owners.  In the event that any\n               ------------------------------\nRegistrable Securities are held by a nominee for the beneficial owner thereof,\nthe beneficial owner thereof may, at its election, be treated as the holder of\nsuch Registrable Securities for purposes of any request or other action by any\nholder or holders of Registrable Securities pursuant to this Agreement or any\ndetermination of any number or percentage of shares of Registrable Securities\nheld by any holder or holders of Registrable Securities contemplated by this\nAgreement. If the beneficial owner of any Registrable Securities so elects, the\nCompany may require assurances reasonably satisfactory to it of such owner's\nbeneficial ownership of such Registrable Securities.\n\n          7.   Notices. Except as otherwise provided in this Agreement, all\n               ------- \nnotices, requests and other communications to any Person provided for hereunder\nshall be in writing and shall be given to such Person (a) in the case of any\nStockholder, addressed to such party as provided in the Merger Agreement, or at\nsuch other address as such party shall have furnished to the Company in writing,\n(b) in the case of any other holder of Registrable Securities, at the address\nthat such holder shall have furnished to the Company in writing, or, until any\nsuch other holder so furnishes to the Company an address, then to and at the\naddress of the last holder of such Registrable Securities who has furnished an\naddress to the Company or (c) in the case of the Company, at McKesson\nCorporation, One Post Street, San Francisco, California 94104, to the attention\nof its General Counsel, or at such other address, or to the attention of such\nother officer, as the Company shall have furnished to each holder of Registrable\nSecurities at the time outstanding. Each such notice, request or other\ncommunication shall be effective (i) if given by mail, on the second business\nday after such communication is deposited in the \n\n                                     -21-\n \nmail with first class postage prepaid, addressed as aforesaid or (ii) if given\nby any other means (including without limitation, by air courier), when\ndelivered at the address specified above, provided that any such notice, request\n                                          --------\nor communication to any holder of Registrable Securities shall not be effective\nuntil received.\n\n          8.   Assignment.  This Agreement shall be binding upon and inure to\n               ---------- \nthe benefit of and be enforceable by the parties hereto and their respective\nsuccessors and assigns. No holder of Registrable Securities shall assign this\nAgreement or any rights hereunder without the prior written consent of the\nCompany (which consent may be withheld for any reason in the sole discretion of\nthe Company), except that this Agreement and any rights hereunder may be\nassigned by operation of law and may be assigned to any Affiliate of any\nStockholder. Notwithstanding the foregoing, the provisions of this Agreement may\nbe assigned by any holder of Registrable Securities (the 'Assignor') to a\nsubsequent holder (the 'Assignee') if (i) the Assignor assigned to the Assignee\nall of his, her or its Registrable Securities and (ii) such Assignee did not\nacquire such Registrable Securities in a registered public offering of such\nRegistrable Securities or pursuant to a sale made in accordance with the\nprovisions of Rule 144 under the Act or (directly or indirectly) from a holder\nwho acquired the Registrable Securities through such a public offering or sale.\n\n          9.   Descriptive Headings.  The descriptive headings of the several\n               --------------------\nsections and paragraphs of this Agreement are inserted for reference only and\nshall not limit or otherwise affect the meaning hereof.\n\n          10.  GOVERNING LAW.  THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN\n               -------------\nACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF\nTHE STATE OF DELAWARE WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS.\n\n          11.  Counterparts.  This Agreement may be executed simultaneously in\n               ------------\nany number of counterparts, each of which shall be deemed an original, but all\nsuch counterparts shall together constitute one and the same instrument.\n\n          12.  Entire Agreement.  This Agreement embodies the entire agreement\n               ----------------\nand understanding between the Company and each other party hereto relating to\nthe subject matter hereof and supersedes all prior agreements and understandings\nrelating to such subject matter.\n\n          13.  Severability.  If any provision of this Agreement, or the\n               ------------\napplication of such provisions to any Person or circumstance, shall be held\ninvalid, the remainder of this Agreement, or the application of such provisions\nto Persons or circumstances other than those to which it is held invalid, shall\nnot be affected thereby.\n\n                                     -22-\n \n          14.  Disposition of Shares.  In the event of any public sales or\n               ---------------------\ndistribution of the Registrable Securities effected pursuant to section 2 of\nthis Agreement, the Stockholders shall use their reasonable best efforts to\neffect, or cause to be effected, such public sale or distribution, so that,\nwithout the prior written consent of the Company (which shall not be\nunreasonably withheld), no participant or purchaser would Beneficially Own in\nthe aggregate 3% or more of all outstanding Common Stock of the Company. The\nholders of Registrable Securities shall use their respective reasonable efforts\nin cooperation with the Company to effect as broad a disposition in any such\npublic sale or distribution as is reasonably practicable.\n\n                                     -23-\n \n                                                                    EXHIBIT 99.2\n\n          IN WITNESS WHEREOF, the parties have caused this Agreement to be\nexecuted and delivered by their respective officers thereunto duly authorized as\nof the date first above written.\n\n                         McKESSON CORPORATION\n \n                         By:_________________________________________\n                            Name:\n                            Title:\n\n                         STOCKHOLDERS:\n\n                         The James R. Baker, Sr. &amp; Mary Parker Baker Trust for\n                         the Benefit of the Baker Grandchildren\n\n                         By:_________________________________________\n                         Its:________________________________________\n\n                         Baker Family Limited Partnership I\n\n                         By:_________________________________________\n                         Its:________________________________________\n\n \n                         ____________________________________________\n                         Mary P. Baker\n\n                         Rusty Baker Family Limited Partnership\n\n                         By:_________________________________________\n                         Its:________________________________________\n\n \n                         ____________________________________________\n                         James R. Baker, Jr.\n\n \n                         ____________________________________________\n                         Diana Baker Foshee\n\n                                     -24-\n \n                         Baker Family Trust for the Benefit of Diana Baker White\n\n                         By:_________________________________________\n                         James R. Baker, Jr., Trustee\n\n \n                         ____________________________________________\n                         Sharon Baker White\n\n                         Baker Family Trust for the Benefit of Sharon Baker\n                         Petrovsky\n\n                         By:_________________________________________\n                         James R. Baker, Jr., Trustee\n\n                         Baker Family Trust for the Benefit of Sharon Baker\n                         White\n\n                         By:_________________________________________\n                         James R. Baker, Jr., Trustee\n\n \n                         ____________________________________________\n                         Brian Jefferson Hurst\n\n \n                         ____________________________________________\n                         Janelle Hurst Holstrom\n\n \n                         ____________________________________________\n                         Walter Pearson\n\n \n                         ____________________________________________\n                         Mrs. Lena Smith\n\n \n                         ____________________________________________\n                         Rex Ponthie\n\n                                     -25-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8164],"corporate_contracts_industries":[],"corporate_contracts_types":[9632,9629],"class_list":["post-43882","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mckesson-corp","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43882","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43882"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43882"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43882"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43882"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}