exv4w1






Exhibit 4.1




Registration Rights Agreement




          THIS Registration Rights Agreement (this “Agreement”) made as of the 25th day of March,
2010, by and among BioClinica, Inc., a Delaware corporation (the “Company”), TranSenda
International, LLC, a Washington limited liability company (the “Seller”) and each of the Common
Members of Seller listed on Schedule A hereto.




RECITALS




          WHEREAS, the Company and the Seller are parties to that certain Asset Purchase Agreement of
even date herewith (the “Purchase Agreement”); and




          WHEREAS, in order to induce the Company and the Seller to enter into the Purchase Agreement,
the Seller and Holders and the Company hereby agree that this Agreement shall govern the rights of
the Holders to cause the Company to register shares of Common Stock issued to the Holders upon
certain circumstances;




          NOW, THEREFORE, the parties hereby agree as follows:



1. Definitions. For purposes of this Agreement:




     1.1 “Affiliate” means, with respect to any specified Person, any other Person who,
directly or indirectly, controls, is controlled by, or is under common control with such Person,
including without limitation any general partner, managing member, officer or director of such
Person or any venture capital fund now or hereafter existing that is controlled by one or more
general partners or managing members of, or shares the same management company with, such Person.



     1.2 “Common Stock” means shares of the Company’s common stock, par value $0.00025 per
share.



     1.3 “Damages” means any loss, damage, or liability (joint or several) to which a party
hereto may become subject under the Securities Act, the Exchange Act, or other federal or state
law, insofar as such loss, damage, or liability (or any action in respect thereof) arises out of or
is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in
any registration statement of the Company (including any preliminary prospectus, final prospectus
or Free Writing Prospectus contained therein or any amendments or supplements thereto), any issuer
information (as defined in Rule 433 of the Securities Act) filed or required to be filed pursuant
to Rule 433(d) under the Securities Act or any other document incident to such registration
prepared by or on behalf of the Company or used or referred to by the Company; (ii) an omission or
alleged omission to state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading; or (iii) any violation or alleged violation by the
indemnifying party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act,
any state securities law, or any rule or regulation promulgated under the Securities Act, the
Exchange Act, or any state securities law.



     1.4 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.



     1.5 “Excluded Registration” means (i) a registration relating to the sale of
securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase,
or similar plan; (ii) a registration relating to a SEC Rule 145 transaction; (iii) a shelf
registration statement with regard to securities or rights outstanding on the date hereof, pursuant
to SEC Rule 415 other than under Sections



 









 




(a)(1)(ix) or (a)(1)(x); or (iv) a registration in which the only Common Stock being
registered is Common Stock issuable upon conversion of debt securities outstanding on the date
hereof that are also being registered.




     1.6 “Form S-3” means such form under the Securities Act as in effect on the date
hereof or any registration form under the Securities Act subsequently adopted by the SEC that
permits incorporation of substantial information by reference to other documents filed by the
Company with the SEC.



     1.7 “Free Writing Prospectus” means a free-writing prospectus, as defined in SEC Rule
405.



     1.8 “Holder” means any holder of Registrable Securities who is a party to this
Agreement.



     1.9 “Immediate Family Member” means a child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, of a natural
person referred to herein.



     1.10 “Person” means any individual, corporation, partnership, trust, limited liability
company, association or other entity.



     1.11 “Registrable Securities” means (i) the Common Stock issuable or issued by the
Company to the Seller, which may be transferred to the Holders; and (ii) any other securities
issued in respect of the securities referenced in clause (i) upon any stock split, stock dividend,
recapitalization, merger, consolidation, exchange or similar event.



     1.12 “Registrable Securities then outstanding” means the number of shares determined
by adding the number of shares of outstanding Common Stock that are Registrable Securities and the
number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable
and/or convertible securities that are Registrable Securities.



     1.13 “Restricted Securities” means the securities of the Company required to bear the
legend set forth in Section 2.11 hereof.



     1.14 “SEC” means the Securities and Exchange Commission.



     1.15 “SEC Rule 144” means Rule 144 promulgated by the SEC under the Securities Act.



     1.16 “SEC Rule 145” means Rule 145 promulgated by the SEC under the Securities Act.



     1.17 “SEC Rule 415” means Rule 415 promulgated by the SEC under the Securities Act.



     1.18 “Securities Act” means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.



     1.19 “Selling Expenses” means all underwriting discounts, selling commissions, and stock
transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of
counsel for any Holder; all of which shall be borne and paid by the Company as provided in
Section 2.5.


2. Registration Rights. The Company covenants and agrees as follows:




     2.1 Company Registration. If the Company proposes to register (including, for this
purpose, a registration effected by the Company for stockholders other than the Holders) any of its
securities



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under the Securities Act in connection with the public offering of such securities solely for
cash (other than in an Excluded Registration), the Company shall, at such time, promptly give each
Holder notice of such registration. Upon the request of each Holder given within twenty (20) days
after such notice is given by the Company, the Company shall, subject to the provisions of
Section 2.2, cause to be registered all of the Registrable Securities that each such Holder
has requested to be included in such registration. The Company shall have the right to terminate
or withdraw any registration initiated by it under this Section 2.1 before the effective
date of such registration, whether or not any Holder has elected to include Registrable Securities
in such registration. The expenses (including Selling Expenses) of such withdrawn registration
shall be borne by the Company in accordance with Section 2.5.




     2.2 Underwriting Requirements. In connection with any offering involving an
underwriting of shares of the Company’s capital stock pursuant to Section 2.1, the Company
shall not be required to include any of the Holders’ Registrable Securities in such underwriting
unless the Holders accept the terms of the underwriting as agreed upon between the Company and its
underwriters, including any lock-up agreements or market standoff agreements, and then only in such
quantity as the underwriters in their sole discretion determine will not jeopardize the success of
the offering by the Company. If the total number of securities, including Registrable Securities,
requested by stockholders to be included in such offering exceeds the number of securities to be
sold (other than by the Company) that the underwriters in their reasonable discretion determine is
compatible with the success of the offering, then the Company shall be required to include in the
offering only that number of such securities, including Registrable Securities, which the
underwriters and the Company in their sole discretion determine will not jeopardize the success of
the offering. If the underwriters determine that less than all of the Registrable Securities
requested to be registered can be included in such offering, then the Registrable Securities that
are included in such offering shall be allocated among the selling Holders in proportion (as nearly
as practicable to) the number of Registrable Securities owned by each selling Holder or in such
other proportions as shall mutually be agreed to by all such selling Holders. To facilitate the
allocation of shares in accordance with the above provisions, the Company or the underwriters may
round the number of shares allocated to any Holder to the nearest 100 shares. Notwithstanding the
foregoing, in no event shall (i) the number of Registrable Securities included in the offering be
reduced unless all other securities (other than securities to be sold by the Company) are first
entirely excluded from the offering, or (ii) the number of Registrable Securities included in the
offering be reduced below twenty percent (20%) of the total number of securities included in such
offering, For purposes of the provision in this Section 2.2 concerning apportionment, for
any selling Holder that is a partnership, limited liability company, or corporation, the partners,
members, retired partners, retired members, stockholders, and Affiliates of such Holder, or the
estates and Immediate Family Members of any such partners, retired partners, members, and retired
members and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a
single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be
based upon the aggregate number of Registrable Securities owned by all Persons included in such
“selling Holder,” as defined in this sentence. The Company shall choose the underwriter in its
sole discretion.



     2.3 Obligations of the Company.



          (a) Whenever required under this Section 2 to effect the registration of any Registrable
Securities, the Company shall, as expeditiously as reasonably possible:




               (i) prepare and file with the SEC a registration statement with respect to such Registrable
Securities and use its commercially reasonable efforts to cause such registration statement to
become effective and, upon the request of the Holders of a majority of the Registrable Securities
registered thereunder, keep such registration statement effective for a period of up to one hundred
twenty (120) days or, if earlier, until the distribution contemplated in the registration statement



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has been completed; provided, however, that (i) such one hundred twenty (120) day
period shall be extended for a period of time equal to the period the Holder refrains, at the
request of an underwriter of Common Stock (or other securities) of the Company, from selling any
securities included in such registration, and (ii) in the case of any registration of Registrable
Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to
compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended
for up to 180 days, if necessary, to keep the registration statement effective until all such
Registrable Securities are sold;




               (ii) prepare and file with the SEC such amendments and supplements to such registration
statement, and the prospectus used in connection with such registration statement, as may be
necessary to comply with the Securities Act in order to enable the disposition of all securities
covered by such registration statement;



               (iii) furnish to the selling Holders such numbers of copies of a prospectus, including a
preliminary prospectus and any Free Writing Prospectus, as required by the Securities Act, and such
other documents as the Holders may reasonably request in order to facilitate their disposition of
their Registrable Securities;



               (iv) use its commercially reasonable efforts to register and qualify the securities covered by
such registration statement under such other securities or blue-sky laws of such jurisdictions as
shall be reasonably requested by the selling Holders; provided that the Company shall not
be required to qualify to do business or to file a general consent to service of process in any
such states or jurisdictions, unless the Company is already subject to service in such jurisdiction
and except as may be required by the Securities Act;



               (v) in the event of any underwritten public offering, enter into and perform its obligations
under an underwriting agreement, in usual and customary form, with the underwriter(s) of such
offering;



               (vi) use its commercially reasonable efforts to cause all such Registrable Securities covered
by such registration statement to be listed on a national securities exchange or trading system and
each securities exchange and trading system (if any) on which similar securities issued by the
Company are then listed;



               (vii) provide a transfer agent and registrar for all Registrable Securities registered
pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each
case not later than the effective date of such registration;



               (viii) promptly make available for inspection by the selling Holders, any underwriter(s)
participating in any disposition pursuant to such registration statement, and any attorney or
accountant or other agent retained by any such underwriter or selected by the selling Holders, all
financial and other records, pertinent corporate documents, and properties of the Company, and
cause the Company’s officers, directors, employees, and independent accountants to supply all
information reasonably requested by any such seller, underwriter, attorney, accountant, or agent,
in each case, as necessary or advisable to verify the accuracy of the information in such
registration statement and to conduct appropriate due diligence in connection therewith;



               (ix) take all reasonable actions to ensure that any prospectus or Free Writing Prospectus
utilized in connection with any registration effected pursuant to Section 2.1 hereunder
complies in all material respects with the Securities Act, is filed in accordance with the
Securities Act to the extent required thereby, is retained in accordance with the Securities Act to
the extent required



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thereby and, when taken together with the related prospectus, will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading;




               (x) use all reasonable efforts to prevent the issuance of any stop order (“Stop Order”)
suspending the effectiveness of a registration statement, or of any order suspending or preventing
the use of any related prospectus or suspending the qualification of any securities included in
such registration statement for sale in any jurisdiction, and, in the event of such issuance, the
Company shall immediately notify the Holders of Registrable Securities covered by such registration
statement of the receipt by the Company of such notification and shall use all reasonable efforts
promptly to obtain the withdrawal of such order, and, in the event of the withdrawal of such order,
the Company shall immediately notify such Holders thereof;



               (xi) use its commercially reasonable efforts to obtain one or more “cold comfort” letters,
dated the effective date of the related registration statement (and, if such registration includes
an underwritten public offering, dated the date of the closing under the underwriting agreement),
signed by the Company’s independent public accountants in customary form and covering such matters
of the type customarily covered by “cold comfort” letters as the Holders holding a majority of the
Registrable Securities being sold reasonably request;



               (xii) use its commercially reasonable efforts to provide, at the request of any Holder
participating in such registration, on the date such securities are delivered to the underwriters
for sale pursuant to such registration or, if such securities are not being sold through
underwriters, on the date the registration statement with respect to such securities becomes
effective, a legal opinion of the Company’s outside counsel, dated the effective date of such
registration statement (and, if such registration includes an underwritten public offering, dated
the date of the closing under the underwriting agreement), with respect to the registration
statement, each amendment and supplement thereto, the prospectus included therein (including the
preliminary prospectus) and such other documents relating thereto in customary form and covering
such matters of the type customarily covered by legal opinions of such nature;



               (xiii) to the extent the Company is a well-known seasoned issuer (as defined in Rule 405) (a
“WKSI”) at the time any request for registration is submitted to the Company in accordance with
Section 2.1, (A) if so requested, file an automatic shelf registration statement (as
defined in Rule 405) (an “Automatic Shelf Registration Statement”) to effect such registration, and
(B) remain a WKSI (and not become an ineligible issuer (as defined in Rule 405)) during the period
during which such Automatic Shelf Registration Statement is required to remain effective in
accordance with this Agreement;



               (xiv) if at any time when the Company is required to re-evaluate its WKSI status for purposes
of an Automatic Shelf Registration Statement used to effect a request for registration in
accordance with Section 2.1, (A) the Company determines that it is not a WKSI, (B) the registration
statement is required to be kept effective in accordance with this Agreement and (C) the
registration rights of the applicable Holders have not terminated, promptly amend the registration
statement onto a form the Company is then eligible to use or file a new registration statement on
such form, and keep such registration statement effective in accordance with the requirements
otherwise applicable under this Agreement;



               (xv) if (A) a registration made pursuant to a shelf registration statement is required to be
kept effective in accordance with this Agreement after the third anniversary of the initial
effective date of the shelf registration statement and (B) the registration rights of the
applicable Holders



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have not terminated, file a new registration statement with respect to any unsold Registrable
Securities subject to the original request for registration prior to the end of the three (3) year
period after the initial effective date of the shelf registration statement, and keep such
registration statement effective in accordance with the requirements otherwise applicable under
this Agreement;




               (xvi) notify each selling Holder, promptly after the Company receives notice thereof, of the
time when such registration statement has been declared effective or a supplement to any prospectus
or Free Writing Prospectus forming a part of such registration statement has been filed;



               (xvii) after such registration statement becomes effective, notify each selling Holder of any
request by the SEC that the Company amend or supplement such registration statement or prospectus;
and



               (xviii) notify each Holder of Registrable Securities covered by such registration statement at
any time when a prospectus or Free Writing Prospectus (to the extent prepared by or on behalf of
the Company) relating thereto is required to be delivered under the Act of the happening of any
event as a result of which the prospectus or Free Writing Prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances then existing, and, at the request of any such Holder,
the Company will, as soon as reasonably practicable, file and furnish to all such Holders a
supplement or amendment to such prospectus or Free Writing Prospectus (to the extent prepared by or
on behalf of the Company) so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus or Free Writing Prospectus will not contain an untrue statement of
material fact or omit to state any fact necessary to make the statements therein not misleading in
light of the circumstances under which they were made.



          (b) If any such registration statement refers to any Holder by name or otherwise as the holder
of any securities of the Company and if in such Holder’s reasonable judgment, such Holder is or
might be deemed to be an underwriter or a controlling person of the Company, such Holder shall have
the right to (i) require the insertion therein of language, in form and substance reasonably
satisfactory to such Holder and presented to the Company in writing, to the effect that the holding
by such Holder of such securities is not to be construed as a recommendation by such Holder of the
investment quality of the Company’s securities covered thereby and that such holding does not imply
that such Holder will assist in meeting any future financial requirements of the Company, or (ii)
in the event that such reference to such Holder by name or otherwise is not required by the Act or
any similar federal statute then in force, require the deletion of the reference to such Holder;
provided, that with respect to this clause (ii), if requested by the Company, such Holder shall
furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be
reasonably satisfactory to the Company.




     2.4 Furnish Information. It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Section 2 with respect to the Registrable Securities of
any selling Holder that such Holder shall furnish to the Company such information regarding itself,
the Registrable Securities held by it, and the intended method of disposition of such securities as
is reasonably required to effect the registration of such Holder’s Registrable Securities.



     2.5 Expenses of Registration. All expenses (including Selling Expenses) incurred in
connection with registrations, filings, or qualifications pursuant to Section 2, including all
registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements
of counsel for the Company; and the reasonable fees and disbursements of one counsel for the
selling Holders up to $5,000, shall be borne and paid by the Company.



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     2.6 Delay of Registration. No Holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any registration pursuant to this Agreement as the
result of any controversy that might arise with respect to the interpretation or implementation of
this Section 2.



     2.7 Indemnification. If any Registrable Securities are included in a registration
statement under this Section 2:



          (a) To the extent permitted by law, the Company will indemnify and hold harmless each selling
Holder, and the partners, members, officers, directors, and stockholders of each such Holder; legal
counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act)
for each such Holder; and each Person, if any, who controls such Holder or underwriter within the
meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to
each such Holder, underwriter, controlling Person, or other aforementioned Person any legal or
other expenses reasonably incurred thereby in connection with investigating or defending any claim
or proceeding from which Damages may result, as such expenses are incurred; provided,
however, that the indemnity agreement contained in this Section 2.7(a) shall not apply
to amounts paid in settlement of any such claim or proceeding if such settlement is effected
without the consent of the Company, which consent shall not be unreasonably withheld, nor shall the
Company be liable for any Damages to the extent that they arise out of or are based upon actions or
omissions made in reliance upon and in conformity with written information furnished by or on
behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person
expressly for use in connection with such registration.




          (b) To the extent permitted by law, each selling Holder, severally and not jointly, will
indemnify and hold harmless the Company, and each of its directors, each of its officers who has
signed the registration statement, each Person (if any), who controls the Company within the
meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as
defined in the Securities Act), any other Holder selling securities in such registration statement,
and any controlling Person of any such underwriter or other Holder, against any Damages, in each
case only to the extent that such Damages arise out of or are based upon actions or omissions made
in reliance upon and in conformity with written information furnished by or on behalf of such
selling Holder expressly for use in connection with such registration; and each such selling Holder
will pay to the Company and each other aforementioned Person any legal or other expenses reasonably
incurred thereby in connection with investigating or defending any claim or proceeding from which
Damages may result, as such expenses are incurred; provided, however, that the indemnity
agreement contained in this Section 2.7(b) shall not apply to amounts paid in settlement of
any such claim or proceeding if such settlement is effected without the consent of the Holder,
which consent shall not be unreasonably withheld, nor shall any Holder be liable for any Damages to
the extent that they arise out of or are based upon actions or omissions made in reliance upon and
in conformity with written information furnished by or on behalf of the Company; and provided
further that in no event shall the aggregate amounts payable by any Holder by way of indemnity
or contribution under Sections 2.7(b) and 2.7(d) exceed the proceeds from the
offering received by such Holder (net of any Selling Expenses paid by such Holder, if any), except
in the case of fraud or willful misconduct by such Holder.




          (c) Promptly
after receipt by an indemnified party under this Section 2.7 of notice of
the commencement of any action (including any governmental action) for which a party may be
entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 2.7, give the indemnifying
party notice of the commencement thereof. The indemnifying party shall have the right to
participate in such action and, to the extent the indemnifying party so desires, participate
jointly with any other indemnifying party to which notice has been given, and to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however, that an
indemnified party (together with all other indemnified parties that may





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be represented without conflict by one counsel) shall have the right to retain one separate
counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be inappropriate due to
actual or potential differing interests between such indemnified party and any other party
represented by such counsel in such action. The failure to give notice to the indemnifying party
within a reasonable time of the commencement of any such action shall relieve such indemnifying
party of any liability to the indemnified party under this Section 2.7, to the extent that
such failure materially prejudices the indemnifying party’s ability to defend such action. The
failure to give notice to the indemnifying party will not relieve it of any liability that it may
have to any indemnified party otherwise than under this Section 2.7.




          (d) To provide for just and equitable contribution to joint liability under the Securities Act
in any case in which either (i) any party otherwise entitled to indemnification hereunder makes a
claim for indemnification pursuant to this Section 2.7 but it is judicially determined (by
the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of
time to appeal or the denial of the last right of appeal) that such indemnification may not be
enforced in such case, notwithstanding the fact that this Section 2.7 provides for
indemnification in such case, or (ii) contribution under the Securities Act may be required on the
part of any party hereto for which indemnification is provided under this Section 2.7,
then, and in each such case, such parties will contribute to the aggregate losses, claims, damages,
liabilities, or expenses to which they may be subject (after contribution from others) in such
proportion as is appropriate to reflect the relative fault of each of the indemnifying party and
the indemnified party in connection with the statements, omissions, or other actions that resulted
in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant
equitable considerations. The relative fault of the indemnifying party and of the indemnified
party shall be determined by reference to, among other things, whether the untrue or allegedly
untrue statement of a material fact, or the omission or alleged omission of a material fact,
relates to information supplied by the indemnifying party or by the indemnified party and the
parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent
such statement or omission; provided, however, that, in any such case, (x) no Holder will
be required to contribute any amount in excess of the public offering price of all such Registrable
Securities offered and sold by such Holder pursuant to such registration statement, and (y) no
Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) will be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation; and provided further that in no event shall a Holder’s
liability pursuant to this Section 2.7(d), when combined with the amounts paid or payable
by such Holder pursuant to Section 2.7(b), exceed the proceeds from the offering received
by such Holder (net of any Selling Expenses paid by such Holder, if any), except in the case of
willful misconduct or fraud by such Holder.




          (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection with the
underwritten public offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.




          (f) Unless otherwise superseded by an underwriting agreement entered into in connection with
the underwritten public offering, the obligations of the Company and Holders under this Section
2.7 shall survive the completion of any offering of Registrable Securities in a registration
under this Section 2, and otherwise shall survive the termination of this Agreement.




     2.8 Reports Under Exchange Act. With a view to making available to the Holders the
benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration or pursuant to a
registration on Form S-3, the Company shall:



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          (a) make and keep available adequate current public information, as those terms are understood
and defined in SEC Rule 144;




          (b) use commercially reasonable efforts to file with the SEC in a timely manner all reports
and other documents required of the Company under the Securities Act and the Exchange Act (at any
time after the Company has become subject to such reporting requirements); and




          (c) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith
upon request (i) to the extent accurate, a written statement by the Company that it has complied
with the reporting requirements of SEC Rule 144, the Securities Act, and the Exchange Act, or that
it qualifies as a registrant whose securities may be resold pursuant to Form S-3 (at any time after
the Company so qualifies); (ii) a copy of the most recent annual or quarterly report of the Company
and such other reports and documents so filed by the Company; and (iii) such other information as
may be reasonably requested in availing any Holder of any rule or regulation of the SEC that
permits the selling of any such securities without registration or pursuant to Form S-3 (at any
time after the Company so qualifies to use such form).




     2.9 [Reserved.]



     2.10 Lock-up. For a period of one (1) year from the date of this Agreement, the
Holder shall not (i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or
any securities convertible into or exercisable or exchangeable for Common Stock, or (ii) enter into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Common Stock, whether any such transaction described in clause (i)
or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or
otherwise.



     2.11 Restrictions on Transfer. Each certificate or instrument representing (i) the
Registrable Securities, and (ii) any other securities issued in respect of the securities
referenced in clause (i), upon any stock split, stock dividend, recapitalization, merger,
consolidation, or similar event, shall (unless otherwise permitted by the provisions of Section
2.12) be stamped or otherwise imprinted with a legend substantially in the following form:




THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933. SUCH SHARES MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF SAID ACT.




THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE
TERMS OF AN AGREEMENT BETWEEN THE COMPANY THAT THE HOLDER, A COPY OF WHICH IS ON
FILE WITH THE SECRETARY OF THE COMPANY.


The Holders consent to the Company making a notation in its records and giving instructions to any
transfer agent of the Restricted Securities in order to implement the restrictions on transfer set
forth in this Section 2.11.




     2.12 Removal of Restrictive Legends.




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          (a) The Company represents and warrants to the Holders that (a) no action has been taken by
the Company in the past, or will be taken by the Company during the term of this Agreement, which
would limit the availability of the benefits of SEC Rule 144 with respect to any Holder; (b) at all
times during the term of this Agreement, the Company shall comply with the reporting requirements
of SEC Rule 144, the Securities Act, and the Exchange Act.


          (b) Notwithstanding anything in this Agreement to the contrary, no later than the first day of
the seventh (7th) month from the date of this Agreement (the “Removal Date”), the
Company shall cause the transfer agent to remove the restrictive legends set forth in Section
2.11 from each certificate or instrument representing any Restricted Securities. Not later
than the date that is five (5) months from the date of this Agreement (the “Request Date”), the
Company shall provide Holder with a specific list of information that will reasonably satisfy the
Company and its counsel that the legend may be removed from the certificates in compliance with SEC
Rule 144; which requested information shall be reasonable and required for the removal of the
restrictive legends (the “Information”). Holder agrees to provide such Information to the Company
within the later of (A) forty (40) days of receipt of such request, and (B) ten (10) days after the
date that is six months from the date of this Agreement (the “Response Time”). Company will be
solely responsible for all legal fees and costs (i) incurred by the Company relating to the removal
of the restrictive legends, and (ii) incurred by Holder, if Company requests an opinion of counsel
or if providing such Information requires the assistance of counsel. In connection therewith, the
Company shall, at its sole expense, obtain and provide to each Holder either (i) a written opinion
of legal counsel who shall, and whose legal opinion shall, be reasonably satisfactory to the
Holder, confirming that the restrictive legends set forth on the certificates representing the
Restricted Securities may be removed and that such Restricted Securities can be sold, pledged or
transferred without registration under the Securities Act; or (ii) a “no action” letter from the
SEC that the sale, pledge or transfer of such Restricted Securities by the Holders without
registration will not result in a recommendation by the staff of the SEC that action be taken with
respect thereto; whereupon the Holders shall be entitled to sell, pledge or transfer such
Restricted Securities.


          (c) In the event the transfer agent has not removed the restrictive legends set forth in
Section 2.11, by the close of business on the Removal Date, the Company shall pay Seller
One Thousand Dollars ($1,000) for each day (the “Penalty”) following the Removal Date until and
including the date the restrictive legends have been removed from all certificates or instruments
representing the Restricted Securities; provided, however, that if the Company requested the
Information by the Request Date and Holder failed to provide the Information to the Company prior
to expiration of the Response Time, the Penalty shall commence accruing on the date that is twenty
(20) days following the date such Information is provided to the Company. For the avoidance of
doubt, in the event the Company fails to request the Information by the Request Date, the Penalty
shall nonetheless accrue from the close of business on the Removal Date.


          (d) The Company hereby agrees to indemnify and hold harmless Seller and each Holder, and the
partners, members, officers, directors, and shareholders of Seller and each Holder; legal counsel
and accountants for Seller and each such Holder; and each Person, if any, who controls Seller or
each such Holder within the meaning of the Securities Act or the Exchange Act, against all costs,
expenses, losses, claims and damages in any way suffered, incurred, or paid by Seller or any Holder
as a result of or in any way arising out of, following, or consequential to a breach of any
obligation of the Company set forth herein, including, without limitation, reasonable attorneys
fees and expenses incurred in enforcing the obligations of the Company under this Agreement.



     2.13 Termination of Registration Rights. This Agreement, including the right of any
Holder to request inclusion of Registrable Securities in any registration pursuant to Section
2.1 shall terminate upon the earliest to occur of:



10









 




          (a) when all of such Holder’s Registrable Securities can be sold without restriction under SEC
Rule 144 and the transfer agent has removed all restrictive legends from the certificates or
instruments representing the Restricted Securities; and


          (b) when all Registrable Securities have been registered pursuant to Section 2.1; and


          (c) the third anniversary of the date of this Agreement.




			
	3.	 	Miscellaneous.





     3.1 Successors and Assigns. The rights under this Agreement may be assigned (but only
with all related obligations) by Seller or a Holder to a transferee of Registrable Securities that
(i) is an Affiliate of Seller or a Holder; or (ii) is a Holder’s Immediate Family Member or trust
for the benefit of an individual Holder or one or more of such Holder’s Immediate Family Members;
provided, however, that (x) the Company is, within a reasonable time after such transfer, furnished
with written notice of the name and address of such transferee and the Registrable Securities with
respect to which such rights are being transferred; and (y) such transferee agrees in a written
instrument delivered to the Company to be bound by and subject to the terms and conditions of this
Agreement, including the provisions of Section 2.11. For the purposes of determining the
number of shares of Registrable Securities held by a transferee, the holdings of a transferee (1)
that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family Member; or
(3) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family
Member shall be aggregated together and with those of the transferring Holder; provided further
that all transferees who would not qualify individually for assignment of rights shall have a
single attorney-in-fact for the purpose of exercising any rights, receiving notices, or taking any
action under this Agreement. The terms and conditions of this Agreement inure to the benefit of
and are binding upon the respective successors and permitted assignees of the parties. Nothing in
this Agreement, express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and permitted assignees any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided herein.



     3.2 Governing Law. This Agreement and any controversy arising out of or relating to
this Agreement shall be governed by and interpreted and enforced in accordance with the laws of the
State of Washington, without giving effect to any choice of law or conflict of laws rules or
provisions (whether of the State of Washington or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Washington.



     3.3 Counterparts; Facsimile. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. This Agreement may also be executed and delivered by facsimile
signature and in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.



     3.4 Titles and Subtitles. The titles and subtitles used in this Agreement are for
convenience only and are not to be considered in construing or interpreting this Agreement.



     3.5 Notices. All notices and other communications given or made pursuant to this
Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual
receipt or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by
electronic mail or facsimile during the recipient’s normal business hours, and if not sent during
normal business hours, then on the recipient’s next business day; (iii) five (5) days after having
been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one
(1) business day after the business day of deposit



11









 







with a nationally recognized overnight courier, freight prepaid, specifying next-day delivery,
with written verification of receipt. All communications shall be sent to the respective parties
at their addresses as set forth on Schedule A hereto, or to the principal office of the
Company and to the attention of the Chief Executive Officer, in the case of the Company, or to such
email address, facsimile number, or address as subsequently modified by written notice given in
accordance with this Section 3.5. If notice is given to the Company, a copy shall also be
sent to Morgan, Lewis & Bockius LLP, 502 Carnegie Center, Princeton, New Jersey 08540 and if notice
is given to Holders, a copy shall also be given to Stokes Lawrence, P.S., 800 Fifth Avenue, Suite
4000, Seattle, Washington, 98104-3179.



     3.6 Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a particular
instance, and either retroactively or prospectively) only with the written consent of the Company,
the Seller and the holders of a majority of the Registrable Securities then outstanding;
provided that any provision hereof may be waived by any waiving party on such party’s own
behalf, without the consent of any other party. Notwithstanding the foregoing, this Agreement may
not be amended or terminated and the observance of any term hereof may not be waived with respect
to any Holder without the written consent of such Holder, unless such amendment, termination, or
waiver applies to all Holders in the same fashion. The Company shall give prompt notice of any
amendment or termination hereof or waiver hereunder to any party hereto that did not consent in
writing to such amendment, termination, or waiver. Any amendment, termination, or waiver effected
in accordance with this Section 3.6 shall be binding on all parties hereto, regardless of
whether any such party has consented thereto. No waivers of or exceptions to any term, condition,
or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as
a further or continuing waiver of any such term, condition, or provision.



     3.7 Severability. In case any one or more of the provisions contained in this
Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement,
and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it
will be valid, legal, and enforceable to the maximum extent permitted by law.



     3.8 Aggregation of Stock. All shares of Registrable Securities held or acquired by
Affiliates shall be aggregated together for the purpose of determining the availability of any
rights under this Agreement and such Affiliated persons may apportion such rights as among
themselves in any manner they deem appropriate.



     3.9 Entire Agreement. This Agreement (including any Schedules hereto) constitutes the
full and entire understanding and agreement among the parties with respect to the subject matter
hereof, and any other written or oral agreement relating to the subject matter hereof existing
between the parties is expressly canceled.



     3.10 Jurisdiction. Each party irrevocably submits to the jurisdiction of (a) the
courts of Common Pleas of the Commonwealth of Pennsylvania, (b) the Superior Court of King County
of the State of Washington, (c) the United States District Court for the Western District of
Washington, and (d) the United States District Court for the Eastern District of Pennsylvania, for
the purposes of any action, suit or proceeding, claim, arbitration, litigation or investigation
(each, an “Action”) arising out of this Agreement or any transaction contemplated hereby. Each
party agrees to commence any such Action either in the Court of Common Pleas of Commonwealth of
Pennsylvania or the Superior Court of King County of the State of Washington, or if such Action may
not be brought in such court for jurisdictional reasons, in the United States District Court for
the Eastern District of Pennsylvania or the United States District Court for the Western District
of Washington. Each party further agrees that service of any process, summons, notice or document
by United States registered mail to such party’s respective



12









 







address set forth above shall be effective service of process for any Action in the applicable
court with respect to any matters to which it has submitted to jurisdiction in this Section
3.10. Each party irrevocably and unconditionally waives any objection to the laying of venue of
any Action arising out of this Agreement or the transactions contemplated hereby in the applicable
court, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim
in any such court that any such Action brought in any such court has been brought in an
inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE
ANCILLARY AGREEMENTS OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
AND ENFORCEMENT HEREOF AND THEREOF.



     3.11 Delays or Omissions. No delay or omission to exercise any right, power, or
remedy accruing to any party under this Agreement, upon any breach or default of any other party
under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or
nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach
or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default theretofore or
thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded
to any party, shall be cumulative and not alternative.



     3.12 Survival. The provisions of Sections 2.5, 2.7, 2.10, 2.12 and 3 shall survive
termination of this Agreement.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]




     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	BIOCLINICA, INC.

 	 
	 	By:  	/s/ Mark L. Weinstein
 	 
	 	 	Name: 	Mark L. Weinstein 	 
	 	 	Title:  	
President & CEO 	 
	 



	 	 	 	 	 
	 	SELLER:



TranSenda International, LLC

 	 
	 	By:  	/s/ John Orr
 	 
	 	 	Name: 	John Orr 	 
	 	 	Title:  	   Manager	 
	 



	 	 	 	 	 
	 	HOLDERS:



TranSenda International, LLC

 	 
	 	By:  	/s/ John Orr
 	 
	 	 	Name: 	John Orr 	 
	 	 	Title:  	
Manager 	 
	 



	 	 	 	 	 
	 	 	 
	 	            /s/ John Orr
 	 
	 	John Orr, individually 	 
	 	 	 
	 



	 	 	 	 	 
	 	Estate of Harold Orr

 	 
	 	By:  	/s/ John Orr
 	 
	 	 	John Orr, co-personal representative 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Dolly Orr
 	 
	 	 	Dolly Orr, co-personal representative 	 
	 	 	 	 



14









 








SCHEDULE
A



HOLDERS





TranSenda International, LLC and

John Orr and

Estate of Harold Orr

13041 Bel-Red Rd.

Bellevue, WA 98005