Common use of Incidental Registrations Clause in Contracts

Incidental Registrations. (a) Right to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file a registration statement under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of the number of shares of Class A Common Stock outstanding at such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 21 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), BAMSI will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which BAMSI has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BAMSI shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to BAMSI, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. No registration effected under this Section 2 shall relieve BAMSI of its obligations to effect registrations upon request under Section 4 hereof.

Incidental Registrations. If, at any time during (and solely during) the Restricted Period, (a) Right Artal has exercised a demand registration right pursuant to Include Registrable Shares. Each the New Stockholders' Agreement, including Annex A thereto (as the same may be amended, supplemented or otherwise modified from time BAMSI shall determine ----------------------------------- to file time in accordance with the Agreement) (an "Artal Demand Right") and has delivered a registration statement demand notice to the Company in connection therewith to cause the Company to register any Artal Shares under the Securities Act for an underwritten, public offering (or, in connection with a proposed offer and sale for cash of any equity securities (other than an registered, underwritten offering of debt securities which are convertible into equity securities Artal Shares pursuant to an effective Shelf Registration Statement, has delivered a notice to the Company regarding its intention to effect such an offering), or an offering (b) the Company proposes to engage in a registration of equity securities in an amount not in excess which Artal will be entitled to exercise its incidental registration rights under Section 1.2(a) of 5% Annex A of the number of shares of Class A Common Stock outstanding at New Stockholders' Agreement (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the Agreement) (an "Artal Piggyback"), the Company will each such time) either by it or by any holders of its outstanding equity securities, BAMSI will time give prompt written notice of its determination to each Holder Custodian of Artal's (or the Company's, as the case may be) intention to do so and of such HolderBermore's rights under this Section 21.1, at least (i) with respect to the exercise of an Artal Demand Right, 15 days prior to the anticipated date of the initial filing of the related registration statement (or, in the case of a registered, underwritten offering pursuant to an effective Shelf Registration Statement, 15 days prior to the formal commencement of such registered, underwritten offering of Artal Shares) or (ii) with respect to an Artal Piggyback, 30 days prior to the anticipated filing date of the initial filing of the related registration statement. Such notice shall state the number of shares requested to be included in such offering by Artal (or, if such number is not known by the Company at the time of delivery of such notice, the Company shall notify Bermore of such number promptly upon receipt thereof) and shall offer Bermore the opportunity to include in such registration statementstatement (or, in the case of an effective Shelf Registration Statement, include in such registered, underwritten offering) a number of Bermore Shares equal to the product of (i) the number of Artal Shares which Artal proposes to sell in the proposed registered, underwritten offering and (ii) a fraction, (A) the numerator of which is the number of Remaining Bermore Shares and (B) the denominator of which is the number of Remaining Artal Shares. Upon the written request of each Holder made Bermore delivered to Artal and the Company within 21 (i) with respect to the exercise an Artal Demand Right, 10 days after the receipt of any such the Company's notice from BAMSI, (which request shall specify the Registrable number of Bermore Shares intended to be disposed of by such HolderBermore) or (ii) with respect to an Artal Piggyback, 20 days after the receipt of the Company's notice (which request shall specify the number of Bermore Shares intended to be disposed of by Bermore), BAMSI will the Company shall (and Artal shall use its best efforts do cause the Company to do so), if applicable, use its best efforts to effect the registration under the Securities Act of all Registrable Artal Shares and Bermore Shares of the class then being registered which BAMSI the Company has been so requested to register by the Holders thereofArtal and Bermore, to the extent required to permit the disposition of the Registrable Artal Shares and Bermore Shares so to be registered; providedprovided that, however, that (i) ifthe investment banker or investment bankers and manager or managers that will manage the offering will be selected (i) with respect to an Artal Demand Right, at by Artal or (ii) with respect to an Artal Piggyback, by the Company, and Bermore will not have the right to designate or select any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed underwriters in connection with such registrationoffering, BAMSI shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if Bermore elects to participate in such registration involves an registered, underwritten offering, all Holders of Registrable it must sell the Bermore Shares requesting to be included in BAMSI's registration must sell their Registrable Shares such offering to the underwriters on the same terms and conditions as apply to BAMSIArtal (except that indemnification obligations of Bermore shall be limited to those obligations set forth in Section 1.7(b)) and complete and execute all questionnaires, with powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such differencesunderwriting arrangements, including and (iii) if, at any time after giving written notice of its intention to register any shares of Common Stock (or, with respect to indemnification and liability insurancean effective Shelf Registration Statement, as may be customary or appropriate in combined primary and secondary offerings. If of its intention to sell Artal Shares pursuant to a registration requested registered, underwritten offering) pursuant to this Section 2 involves an underwritten public offering1.1 and, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the related registration statement filed (or, in the case of an effective Shelf Registration Statement, prior to the execution of an underwriting agreement in connection with the applicable offering of Artal Shares), Artal (in the case of the exercise of an Artal Demand Right) or the Company (in the case of the exercise of an Artal Piggyback), as the case may be, shall determine for any reason not to register (or, in the case of an effective Shelf Registration Statement, not to sell Artal Shares in a registered, underwritten offering) such shares of Common Stock, Artal or the Company, as the case may be, shall give written notice to Bermore and, thereupon, (A) Artal shall be relieved of its obligation to cause the Company to register (or, in the case of an effective Shelf Registration Statement, sell) any Bermore Shares in connection with such registrationregistered, not underwritten offering and (B) the Company shall be relieved of its obligation to register such securities (or, in the case of an effective Shelf Registration Statement, sell) any Bermore Shares in connection with such registrationregistered, underwritten offering. No A registration (or, in the case of an effective Shelf Registration Statement, a sale pursuant to a registered, underwritten offering) effected under pursuant to this Section 2 shall relieve BAMSI of its obligations 1.1 is referred to effect registrations upon request under Section 4 hereofherein as an "Incidental Registration."

Incidental Registrations. (a) Right to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- that Newco proposes to file a registration statement register any of its equity securities under the Securities Act (other than a registration effected solely to implement an employee benefit or stock option plan or to sell shares obtained under any employee benefit or stock option plan or a registration in connection with a proposed offer and sale for cash of transaction to which Rule 145 or any equity securities (other than an offering of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% successor rule of the number Commission under the Securities Act is applicable), whether for its account or the account of shares other stockholders of Class A Common Stock outstanding at such time) either by it or by any holders Newco, Newco will give written notice to the Stockholders of its outstanding equity securities, BAMSI will intention to do so. Each of the Stockholders may give prompt Newco a written request to register all or some of its Registrable Shares in the registration described in the written notice of its determination to each Holder and of from Newco as set forth in the foregoing sentence, provided that such Holder's rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made is given within 21 20 days after the receipt of any such notice from BAMSINewco (with such request stating (i) the amount of Registrable Shares to be disposed of and the intended method of disposition of such Registrable Shares and (ii) any other information customarily requested by issuers in secondary distributions to properly effect the registration of such Registrable Shares). Upon receipt of such request, (which request shall specify the Newco will use its reasonable best efforts to cause promptly all such Registrable Shares intended to be disposed of by such Holder), BAMSI will use its best efforts to effect the registration be registered under the Securities Act so as to permit their sale or other disposition (in accordance with the intended methods set forth in the request for registration), unless the sale is a firm commitment underwritten public offering and the managing underwriter thereof determines reasonably and in good faith in writing that the inclusion of all Registrable Shares such securities would materially adversely affect the offering, in which BAMSI has been so requested case the number of shares to register be offered for the accounts of the Selling Stockholders shall be reduced or limited in proportion to the number of shares owned by the Holders thereof, such Selling Stockholders to the extent required necessary to permit reduce the disposition total number of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BAMSI shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to BAMSI, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting shares to be included in such registration may elect, in writing prior offering to the effective date amount recommended by such managing underwriting; provided, that, subject to the provisions of the TCI Registration Rights Agreement, if securities are being offered for the account of other persons or entities as well as Newco, such reduction shall be made pro rata from the securities intended to be offered by such persons and from the Selling Stockholders. Newco's obligations under this Section 2 shall apply to a registration to be effected for securities to be sold for the account of Newco as well as a registration statement filed in connection with such registration, not which includes securities to register such securities in connection with such registrationbe offered for the account of other holders of Newco equity securities. No registration effected under this Section 2 shall relieve BAMSI Newco of its obligations to effect demand registrations upon request under Section 4 hereof1.

Incidental Registrations. (a) Right If the Company at any time after the date hereof proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file a registration statement register Equity Securities under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a manner which would permit registration of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of Registrable Securities for sale to the number of shares of Class A Common Stock outstanding public under the Securities Act, it will, at each such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice to all Holders of its determination intention to each Holder do so and of such Holder's Holders’ rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statementArticle IV. Upon the written request of each any such Holder made within 21 15 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares Securities intended to be disposed of by such Holder), BAMSI the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Shares Securities which BAMSI the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to securities, the effective date of the registration statement filed in connection with such registration, BAMSI Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon and, thereupon, shall be relieved of its obligation to register any Registrable Shares Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's the Company’s registration must sell their Registrable Shares Securities to the underwriters selected by the Company on the same terms and conditions as apply to BAMSIthe Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings, and (iii) in no event shall the Company be required to effect more than one registration pursuant to this Section 4.1 within eighteen (18) months from the date hereof. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. No registration effected under The registrations provided for in this Section 2 shall relieve BAMSI 4.1 are in addition to, and not in lieu of, registrations made upon the request of its obligations to effect registrations upon request under Lightyear in accordance with Section 4 hereof4.2.

Incidental Registrations. (a) Right If the Company at any time after the date hereof proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file a registration statement register Equity Securities under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a manner which would permit registration of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of Registrable Securities for sale to the number of shares of Class A Common Stock outstanding public under the Securities Act, it will, at each such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice to all Holders of its determination intention to each Holder do so and of such Holder's Holders’ rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statementArticle IV. Upon the written request of each any such Holder made within 21 15 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares Securities intended to be disposed of by such Holder), BAMSI the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Shares Securities which BAMSI the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to securities, the effective date of the registration statement filed in connection with such registration, BAMSI Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon and, thereupon, shall be relieved of its obligation to register any Registrable Shares Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's the Company’s registration must sell their Registrable Shares Securities to the underwriters selected by the Company on the same terms and conditions as apply to BAMSIthe Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. No registration effected under The registrations provided for in this Section 2 shall relieve BAMSI 4.1 are in addition to, and not in lieu of, registrations made upon the request of its obligations to effect registrations upon request under Lightyear in accordance with Section 4 hereof4.2.

Incidental Registrations. (a) Right If at any time prior to Include Registrable Shares. Each time BAMSI the date on which the Registration statement becomes effective, JAKKS shall determine ----------------------------------- to file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act in connection with a proposed offer and sale for cash of any of its equity securities (other than an offering of debt securities which are convertible into on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with an acquisition of any entity or an offering of business or equity securities issuable in an amount not connection with stock option or other employee benefit plans), then JAKKS shall send to each Shareholder written notice of such determination and, if within fifteen (15) days after the date of such notice, any Shareholder shall so request in excess writing, JAKKS shall include in such Registration Statement all or any part of 5% of the Registrable Securities such Shareholder requests to be registered, except that if, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Class A Common Stock outstanding at which may be included in the Registration Statement because, in such time) either by it underwriter(s)' judgment, marketing or by any holders of its outstanding equity securitiesother factors dictate such limitation is necessary to facilitate public distribution, BAMSI will give prompt written notice of its determination then JAKKS shall be obligated to each Holder and of include in such Holder's rights under this Section 2, at least 30 days prior to the anticipated filing date of Registration Statement only such registration statement. Upon the written request of each Holder made within 21 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), BAMSI will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which BAMSI has been so requested to register by the Holders thereof, to the extent required to permit the disposition limited portion of the Registrable Shares so Securities with respect to which such Shareholder has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Shareholders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be registeredincluded by such Shareholders; provided, however, that (i) ifJAKKS shall not exclude any Registrable Securities unless JAKKS has first excluded all outstanding securities, at any time the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after -------- ------- giving written notice of its intention to register any securities and prior effect to the effective date immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement. No right to registration statement filed of Registrable Securities under this Section 2.2 shall be construed to limit any registration required under Section 2.1 hereof. If an offering in connection with such registration, BAMSI shall determine for any reason not which a Shareholder is entitled to proceed with the proposed registration of the securities to be sold by it, BAMSI may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves under this Section 2.2 is an underwritten offering, all Holders of then each Shareholder whose Registrable Shares requesting to be Securities are included in BAMSI's registration must such Registration Statement shall, unless otherwise agreed by JAKKS, offer and sell their such Registrable Shares Securities in an underwritten offering using the same underwriter or underwriters and, subject to the underwriters provisions of this Agreement, on the same terms and conditions as apply to BAMSI, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder other shares of Registrable Shares requesting to be Common Stock included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. No registration effected under this Section 2 shall relieve BAMSI of its obligations to effect registrations upon request under Section 4 hereofunderwritten offering.

Incidental Registrations. (a) Right to Include Registrable Shares. Each At any time BAMSI shall determine ----------------------------------- after the date of this ------------------------ Agreement, if the Company proposes to file a registration statement Registration Statement under the Securities Act in connection with a proposed offer and sale respect to an offering by the Company for cash of any equity securities its own account (other than an offering of debt securities which are convertible into equity securities a registration statement on Form S-4 or an offering of equity securities in an amount not in excess of 5% of the number of shares of Class A Common Stock outstanding at such time) either by it S-8 or by any holders of its outstanding equity securities, BAMSI will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 21 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares intended to be disposed of by such Holdersuccessor thereto), BAMSI will use its best efforts to effect then the registration under the Securities Act of all Registrable Shares which BAMSI has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BAMSI Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI may, at its election, give written notice of such determination proposed filing to each Holder of Registrable the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and thereupon shall be relieved of its obligation distribution and offer such Holders the opportunity to register any Registrable all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's registration must sell their Registrable Shares to the underwriters offering on the same terms and conditions as apply the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to BAMSIinclude any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, with and then only in such differencesquantity as will not, including any with respect in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to indemnification and liability insurancebe included would materially adversely affect such offering, as then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be customary or appropriate in combined primary and secondary offerings. If a registration requested sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 2 involves an underwritten public offering1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any Holder of Registrable Shares requesting other securities requested to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registrationunderwriting. No registration effected under this Section 2 shall relieve BAMSI of its obligations to effect registrations upon request under Section 4 hereof.------

Incidental Registrations. (a) Right Subject to Include Registrable Shares. Each Section 2.2(b), each time BAMSI the Company shall determine ----------------------------------- to file a registration statement Registration Statement under the Securities Act in connection with a the proposed offer and sale for cash of any equity securities (other than an offering of (i) debt securities which that are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of the number of and (ii) shares of Class A Common Stock outstanding at such time(A) to be issued solely in connection with the acquisition of any Person or the assets of any Person, (B) issuable upon the exercise of grants under stock-based incentive plans, or (C) issuable pursuant to employee benefits plans, including employee stock purchase plans) either by it or by any holders of its outstanding equity securitiessecurities (a “Requesting Holder”), BAMSI the Company will give prompt written notice of its determination to each Holder and of such Holder's ’s rights under this Section 22.2(a), at least 30 ten (10) days prior to the anticipated filing date of such registration statementRegistration Statement. Upon the written request of each Holder made within 21 five (5) days after the receipt of any such notice from BAMSI, the Company (which request shall specify the Registrable Shares intended to be disposed of by such Holder), BAMSI the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which BAMSI the Company has been so timely requested to register by the Holders thereofthereof (provided that the Company will be under no obligation to include in such registration statement filed pursuant to this Section 2.2(a) Registrable Shares of the GS Entities prior to June 21, 2008), to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, BAMSI the Company or the Requesting Holder, as applicable, shall determine for any reason not to proceed with the proposed registration of the securities to be sold by itthe Company or the Requesting Holder, BAMSI as applicable, the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten public offering, all Holders of Registrable Shares requesting to be included in BAMSI's the Company’s registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to BAMSIthe Company or the Requesting Holder, as applicable, with such differences, including any with respect to indemnification and liability insuranceindemnification, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. No registration effected under this Section 2 2.2(a) shall relieve BAMSI the Company of its obligations to effect registrations upon request under pursuant to the terms and subject to the conditions of Section 4 hereof2.1. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Shares in any Registration Statement pursuant to this Section 2.2(a) by giving written notice to the Company of its request to withdraw; provided, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Shares in the registration as to which such withdrawal has been made.

Incidental Registrations. (a) Right If the Company at any time after the Lock-Up Period has expired proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file a registration statement register Equity Securities under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes or any registration statement filed pursuant to the Registration Rights Agreement dated December 27, 2004 among the Company and Citigroup Global Markets, Inc. and Deutsche Bank Securities Inc. with respect to the Company’s 4% Convertible Perpetual Preferred Stock, whether or not for sale for its own account, in a manner which would permit registration of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of Registrable Securities for sale to the number of shares of Class A Common Stock outstanding public under the Securities Act, it will, at each such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice to all Stockholders of its determination intention to each Holder do so and of such Holder's Stockholders’ rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statementAgreement. Upon the written request of each Holder any such Stockholder made within 21 thirty (30) days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares Securities intended to be disposed of by such HolderStockholder), BAMSI the Company will use its best commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Shares Securities which BAMSI the Company has been so requested to register by the Holders Stockholders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BAMSI the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon Stockholder and, thereupon, shall be relieved of its obligation to register any Registrable Shares Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares Stockholders requesting to be included in BAMSI's the Company’s registration must sell their Registrable Shares Securities to the underwriters selected by the Company on the same terms and conditions as apply to BAMSIthe Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares Stockholder requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. No registration effected under The registrations provided for in this Section 2 shall relieve BAMSI of its obligations to effect 3.2 are in addition to, and not in lieu of, registrations upon request under made in accordance with Section 4 hereof3.1.

Incidental Registrations. (a) Right to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- that ANTEC proposes to file a registration statement register any of its equity securities under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than a registration effected solely to implement an offering of debt securities employee benefit or stock option plan or to sell shares obtained under any employee benefit or stock option plan or a transaction to which are convertible into equity securities Rule 145 or an offering of equity securities in an amount not in excess of 5% any other similar rule of the number of shares of Class A Common Stock outstanding at such timeCommission under the Securities Act is applicable) either by it or by any holders ANTEC will give written notice to the Stockholders of its outstanding equity securities, BAMSI will intention to do so. Each of the Stockholders may give prompt ANTEC a written request to register all or some of its Registrable Shares in the registration described in the written notice of its determination to each Holder and of from ANTEC as set forth in the foregoing sentence, provided that such Holder's rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made is given within 21 20 days after the receipt of any such notice from BAMSI, ANTEC (which with such request shall specify stating (i) the amount of Registrable Shares intended Securities to be disposed of and the intended method of disposition of such Registrable Securities and (ii) any other information reasonably requested by ANTEC to properly effect the registration of such HolderRegistrable Securities). Upon receipt of such request, BAMSI ANTEC will use its best efforts to effect the registration cause promptly all such Registrable Securities intended to be disposed of to be registered under the Securities Act so as to permit their sale or other disposition (in accordance with the intended methods set forth in the request for registration), unless the sale is a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith in writing that the inclusion of all Registrable Shares such securities would adversely affect the offering, in which BAMSI has been so requested case the number of shares to register be offered for the accounts of the Selling Stockholders shall be reduced or limited in proportion to the number of shares owned by the Holders thereof, such Selling Stockholders to the extent required necessary to permit reduce the disposition total number of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BAMSI shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to BAMSI, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting shares to be included in such registration may elect, in writing prior offering to the effective date amount recommended by such managing underwriting; provided, that if securities are being offered for the account of other persons or entities as well as ANTEC, such reduction shall be made pro rata from the registration statement filed in connection with securities intended to be offered by such registration, not to register such securities in connection with such registrationpersons and from the Selling Stockholders. No registration effected ANTEC's obligations under this Section 2 shall relieve BAMSI apply to a registration to be effected for securities to be sold for the account of its obligations ANTEC as well as a registration statement which includes securities to effect registrations upon request under Section 4 hereofbe offered for the account of other holders of ANTEC equity securities.

Incidental Registrations. (a) Right If the Company at any time after the date hereof proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file a registration statement register its Common Stock under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account (other than with respect to any registration pursuant to Section 8.2, in which case the rights granted to Stockholders of debt securities Registerable Securities under this Section 8.1 shall not apply), pursuant to a registration statement on which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of it is permissible to register Registerable Securities for sale to the number of shares of Class A Common Stock outstanding at public under the Securities Act, it will each such time) either by it or by any holders of its outstanding equity securities, BAMSI will time give prompt written notice to all holders of Registerable Securities of its determination intention to each Holder do so and of such Holder's Stockholders' rights under this Section 2, at least 30 days prior 8.1. Subject to the anticipated filing date terms of such registration statement. Upon this Section 8, upon the written request of each Holder any such Stockholder made within 21 fifteen (15) days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares Registerable Securities intended to be disposed of by such HolderStockholder), BAMSI the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Shares Registerable Securities which BAMSI the Company has been so requested to register by the Holders holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, provided that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BAMSI the Company shall determine for any reason not to proceed with the proposed registration of the securities Common Stock to be sold by it, BAMSI the Company may, at its election, give written notice of such determination to each Holder holder of Registrable Shares and thereupon Registerable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Shares Registerable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders holders of Registrable Shares Registerable Securities requesting and entitled to be included in BAMSIthe Company's registration must sell their Registrable Shares Registerable Securities to the underwriters selected by the Company on the same terms and conditions as apply to BAMSIthe Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If offerings and (iii) if a registration requested pursuant to this Section 2 8.1(a) involves an underwritten public offering, any Holder holder of Registrable Shares Registerable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities Common Stock in connection with such registration. No registration effected under this Section 2 shall relieve BAMSI of its obligations to effect registrations upon request under Section 4 hereof.

Incidental Registrations. (a) Right If the Company at any time proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file a registration statement register any of its securities under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than pursuant to Section 6.1 hereof), whether of its own accord or at the demand of any holder of securities pursuant to an offering of debt securities which are convertible into equity securities or an offering of equity agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in an amount not in excess such registration), and if the form of 5% registration statement proposed to be used may be used for the registration of Conversion Shares, the number of shares of Class A Common Stock outstanding at such time) either by it or by any holders of its outstanding equity securities, BAMSI Company will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least the Investor not less than 5 days nor more than 30 days prior to the anticipated filing date of such registration statement. Upon statement of its intention to proceed with the proposed registration (the "Incidental Registration"), and, upon the written request of each Holder the Investor made within 21 5 days after the receipt of any such notice from BAMSI, (which request shall will specify the Registrable Conversion Shares intended to be disposed of by such Holderholder and state the intended method of disposition thereof), BAMSI the Company will use its best efforts to effect the cause all Conversion Shares as to which registration has been requested to be registered under the Securities Act of all Registrable Shares which BAMSI has been so requested to register by the Holders thereofAct, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, provided that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the if such registration statement filed is in connection with such registration, BAMSI shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten public offering, all Holders of Registrable the Conversion Shares requesting to be included in BAMSI's such registration must sell their Registrable Shares to the underwriters on shall be offered upon the same terms and conditions as apply to BAMSI, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be other securities included in such registration may elect, registration. Notwithstanding anything contained in writing prior this Section 6.2 to the effective date of contrary, the Company shall only be obligated to cause Conversion Shares to be registered under this Section 6.2 on one occasion and the Company shall have no obligation to cause Conversion Shares to be registered (i) if the primary registration statement filed is in connection with such registrationthe Initial Public Offering of the Company's Common Stock or (ii) at any time after five years following the closing of the Initial Public Offering, not provided, however, that once the Conversion Shares become eligible for resale under Rule 144(k) of the Securities Act, the Company shall have no obligation to register such securities in connection with such registration. No registration effected under this Section 2 shall relieve BAMSI cause the Conversion Shares to be registered if the Investor holds less than 2% of its obligations to effect registrations upon request under Section 4 hereofthe then outstanding Common Stock.

Incidental Registrations. Matador agrees that at any time after a First Public Sale (aand, in the event Matador has granted any so-called piggy-back rights with respect to the First Public Sale, in connection with the First Public Sale) Right and before the tenth (10th) anniversary of the Qualified First Public Sale, it proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file register any of its securities in a registration statement primary offering of such securities under the Securities Act in connection with a proposed offer and sale for cash (otherwise than pursuant to Section 5.3) on Form S-1 or any other form of any equity securities registration statement (other than an offering of debt securities which are convertible into equity securities Form S-4 or an offering of equity securities in an amount not in excess of 5% of the number of shares of Class A Common Stock outstanding at such timeForm S-8) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 21 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), BAMSI will use its best efforts to effect then available for the registration under the Securities Act of securities of Matador, it will give timely written notice to all holders of outstanding Registrable Shares of its intention so to do and upon the written request of the holder of any such Registrable Shares, given within 30 days after receipt of any such notice from Matador, Matador will in each instance, subject to the next paragraph of this Section 5.5, use commercially reasonable efforts to cause all such Registrable Shares held by any such requesting holder of Registrable Shares to be registered under the Securities Act and registered or qualified under any state securities laws, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the prospective seller of the securities so registered. Any holder requesting registration of its Registrable Shares shall in its request describe briefly the manner of any proposed transfer of its Registrable Shares which BAMSI proposed transfer shall, in any event, be in accordance with the manner of distribution provided for in such registration. Matador shall provide to each holder of Registrable Shares that has been requested inclusion of shares in the registration written notice of the date (the "FINAL DECISION DATE") that is three business days prior to Matador's estimate of the date it will first send to either underwriters or potential investors a preliminary prospectus covering the proposed offering. The Final Decision Date will not change so requested long as a preliminary prospectus is sent to register either underwriters or potential investors within 15 days of Matador's estimated date for sending the preliminary prospectus. The notice shall be made to each holder of Registrable Shares in writing by overnight air courier or facsimile communication in accordance with the Holders thereof, provisions of Section 7.7 at least two business days prior to the extent required to permit the disposition Final Decision Date. Each holder of the Registrable Shares so that has previously requested inclusion of shares in the registration shall have until 5:00 p.m. Dallas, Texas time on the Final Decision Date to deliver to Matador a written notice of withdrawal of its request to include shares in the proposed offering. Any holder of Registrable Shares that has previously requested inclusion of shares in the registration that does not withdraw such request in accordance with the preceding sentence shall thereafter be registered; provided, however, that bound to (i) ifsell in the proposed offering covered by the registration the number of shares previously requested by the holder to be included in the registration (subject to reduction in accordance with the next paragraph of this Section 5.5) upon substantially the same terms and at the same price per share as shares are sold by Matador in the proposed offering, at and (ii) enter into such customary agreements (including an underwriting agreement and any time after -------- ------- giving lock-up agreement requested by the Managing Underwriter and agreed to by Matador) and take such other actions in connection therewith as Matador shall reasonably request in order to expedite or facilitate the registration or the proposed offering, and in such connection (1) make such representations and warranties as are relevant to such holder to Matador and the underwriters, in form, substance and scope as are customarily made in an underwritten offering; (2) comply with information requests by Matador in accordance with the last paragraph of Section 5.3; and (3) deliver such documents and certificates as may be reasonably requested by Matador and the managing underwriters to evidence compliance with clause (1) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the selling holder which in no event shall require indemnification of any party by such selling holder except with regards to written notice material misstatements or material omissions in written material provided by such selling holder. Nothing in this Section 5.5 shall be deemed to require Matador to proceed with any registration of its intention securities after giving the notice herein provided. Registration pursuant to register any securities this Section 5.5 shall be in accordance with, and prior subject to the effective date of provisions of, the registration statement filed "Registration Procedures" set forth in Section 5.3(b) (other than clauses (i), (ii) and (v) thereof). If the managing underwriter engaged by Matador in connection with an underwritten public offering of such registration, BAMSI shall determine securities proposed for any reason not to proceed with registration under the proposed Securities Act determines in good faith and for valid business reasons that registration of such Registrable Shares would have an adverse effect on the securities marketability or the price of such offering, Matador shall cause such managing underwriter to be sold by it, BAMSI may, at its election, give prompt written notice of such determination to each Holder such requesting holder or holders, setting forth in reasonable detail the reasons for such determination. In such event Matador, upon written notice to the holders of such Registrable Shares and thereupon Shares, shall be relieved of its obligation have the right to register any Registrable Shares in connection with limit such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's registration must sell their Registrable Shares to be registered, if any, to the underwriters largest number which would not result in such adverse effect on marketability or the same terms and conditions as apply price of such offering (such limitation being applied to BAMSI, with each such differences, including requesting holder pro rata in respect of the number of shares subject to such request); PROVIDED THAT if securities of Matador held by any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting person (other than Matador) are to be included in such registration may electunderwritten public offering, such reduction in writing prior the number of Registrable Shares (treating all such shares as one class of securities for this purpose) shall be not more than proportionate to the effective date reduction in the number of the registration statement filed such other securities which are to be included in connection with such registration, not to register such securities in connection with such registration. No registration effected under this Section 2 shall relieve BAMSI of its obligations to effect registrations upon request under Section 4 hereof.

Incidental Registrations. (a) Right If the Company at any time after the date hereof proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file a registration statement register Equity Securities under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a manner which would permit registration of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of Company Registrable Securities for sale to the number of shares of Class A Common Stock outstanding public under the Securities Act, it will, at each such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice to all Holders of its determination intention to each Holder do so and of such Holder's Holders’ rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statementAgreement. Upon the written request of each any such Holder made within 21 thirty (30) days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares Securities intended to be disposed of by such Holder), BAMSI the Company will use its best commercially reasonable efforts to effect the registration under the Securities Act of all Company Registrable Shares Securities which BAMSI the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BAMSI the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon and, thereupon, shall be relieved of its obligation to register any Company Registrable Shares Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's the Company’s registration must sell their Company Registrable Shares Securities to the underwriters selected by the Company on the same terms and conditions as apply to BAMSIthe Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. No registration effected under Nothing in this Section 2 shall relieve BAMSI operate to limit the right of its obligations any Holder to effect request the registration of Common Stock issuable upon conversion, exchange or exercise of securities, including Warrants, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities. The registrations provided for in this Section 4.3 are in addition to, and not in lieu of, registrations made upon the request under Section 4 hereofof the Equity Purchaser and any other Holder in accordance with Sections 4.1 and 4.2.

Incidental Registrations. (a) Right If the Company, at any time after the Closing, proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file a registration statement register Common Stock under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), for sale for its own account, in a manner which would permit registration of debt securities which are convertible into equity securities or an offering Registrable Securities for sale to the public under the Securities Act and all of equity securities the members of the Parent Group, in an amount not the aggregate, hold in excess of 5% of the number of 1.5 million shares of Class A Common Stock outstanding Retained Stock, it will, at each such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice to Parent of its determination intention to each Holder do so and of such HolderParent's rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statementAgreement. Upon the written request of each Holder Parent made within 21 30 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares Securities intended to be disposed of by such Holderthe Parent Group), BAMSI the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Shares Securities which BAMSI the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registeredParent; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BAMSI the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon Parent and, thereupon, shall be relieved of its obligation to register any Registrable Shares Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting if Parent requests to be included in BAMSIthe Company's registration the applicable members of the Parent Group must sell their Registrable Shares Securities to the underwriters selected by the Company (if they sell such securities pursuant to such registration statement) on the same terms and conditions as apply to BAMSIthe Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration Parent may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. No registration effected under The registrations provided for in this Section 2 shall relieve BAMSI 3.2 are in addition to, and not in lieu of, registrations made upon the request of its obligations to effect registrations upon request under Parent in accordance with Section 4 hereof3.1.

Incidental Registrations. (a) Right to Include Registrable Shares. Each If at any time BAMSI shall determine ----------------------------------- Buyer proposes to file on its behalf and/or on behalf of any of its security holders a registration statement under the Securities Act in connection with a proposed offer and sale on Form S-1, or on any other Form for the general registration of securities to be sold for cash of with respect to any equity securities (other than an offering of debt securities which are convertible into equity securities or an offering class of equity securities security (as defined in an amount not in excess Section 3(a)(11) under the Securities Exchange Act of 5% of the number of shares of Class A Common Stock outstanding at such time) either by it or by any holders of its outstanding equity securities1934), BAMSI will Buyer shall be required to give prompt written notice of to Seller and its determination transferees, if any (collectively referred to each Holder and of such Holder's rights under this Section 2as "Seller Shareholders"), at least 30 thirty (30) days prior to before the anticipated filing date with the Securities and Exchange Commission (the "Commission") of such registration statement. Upon the written request of each Holder made within 21 days after the receipt of any The notice shall offer to include in such notice from BAMSI, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), BAMSI will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which BAMSI has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BAMSI shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's registration must sell their Registrable Shares to the underwriters filing on the same terms and conditions as apply to BAMSI, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting the securities proposed to be included in such registration statement of Buyer and/or any of its security holders such number of shares as the Seller Shareholders may electrequest, in writing prior subject to the effective date of the registration statement filed in connection with such registration, not limitations hereinafter set forth. Those Seller Shareholders desiring to register such securities in connection with such registration. No registration effected have shares registered under this Section 2 18.1 shall relieve BAMSI be required (i) to so advise Buyer in writing within twenty (20) days after the date of receipt of such offer from Buyer, setting forth the number of shares of Buyer common stock which registration is requested, and (ii) to deliver to Buyer a letter from counsel (who shall be reasonably satisfactory to Buyer) for those Seller Shareholders requesting registration to the effect that registration of such shares under the Securities Act of 1933 (the "Act") is required. Buyer shall thereupon include in such filing subject to the limitations hereinafter set forth, the shares proposed to be offered for sale by the Seller Shareholders making such request, on the same terms and conditions as the securities proposed to be included in such filing on behalf of Buyer and/or any of its obligations security holders, and shall use its best efforts to effect registrations upon request registration under Section 4 hereofthe Act of such shares.

Incidental Registrations. (a) Right to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- that ANTEC proposes to file a registration statement register ------------------------ any of its equity securities under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than a registration effected solely to implement an offering of debt securities employee benefit or stock option plan or to sell shares obtained under any employee benefit or stock option plan or a transaction to which are convertible into equity securities Rule 145 or an offering of equity securities in an amount not in excess of 5% any other similar rule of the number of shares of Class A Common Stock outstanding at such timeCommission under the Securities Act is applicable) either by it or by any holders ANTEC will give written notice to the Stockholders of its outstanding equity securities, BAMSI will intention to do so. Each of the Stockholders may give prompt ANTEC a written request to register all or some of its Registrable Shares in the registration described in the written notice of its determination to each Holder and of from ANTEC as set forth in the foregoing sentence, provided that such Holder's rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made is given within 21 20 days after the receipt of any such notice from BAMSI, ANTEC (which with such request shall specify stating (i) the amount of Registrable Shares intended Securities to be disposed of and the intended method of disposition of such Registrable Securities and (ii) any other information reasonably requested by ANTEC to properly effect the registration of such HolderRegistrable Securities). Upon receipt of such request, BAMSI ANTEC will use its best efforts to effect the registration cause promptly all such Registrable Securities intended to be disposed of to be registered under the Securities Act so as to permit their sale or other disposition (in accordance with the intended methods set forth in the request for registration), unless the sale is a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith in writing that the inclusion of all Registrable Shares such securities would adversely affect the offering, in which BAMSI has been so requested case the number of shares to register be offered for the accounts of the Selling Stockholders shall be reduced or limited in proportion to the number of shares owned by the Holders thereof, such Selling Stockholders to the extent required necessary to permit reduce the disposition total number of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BAMSI shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to BAMSI, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting shares to be included in such registration may elect, in writing prior offering to the effective date amount recommended by such managing underwriting; provided, that if securities are being offered for the account of other persons or entities as well as ANTEC, such reduction shall be made pro rata from the registration statement filed in connection with securities intended to be offered by such registration, not to register such securities in connection with such registrationpersons and from the Selling Stockholders. No registration effected ANTEC's obligations under this Section 2 shall relieve BAMSI apply to a registration to be effected for securities to be sold for the account of its obligations ANTEC as well as a registration statement which includes securities to effect registrations upon request under Section 4 hereofbe offered for the account of other holders of ANTEC equity securities.

Incidental Registrations. (a) Right to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file a registration statement under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of the number of shares of Class A Common Stock outstanding at such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 21 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), BAMSI will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which BAMSI has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (i) if, a. If at any time after -------- ------- giving written notice Acubid proposes to file on its behalf and/or on behalf of any of its intention to register security holders a Registration Statement under the Act on form S-1, or on any securities and prior to other form for the effective date of the registration statement filed in connection with such registration, BAMSI shall determine for any reason not to proceed with the proposed general registration of the securities to be sold by itfor cash with respect to any class of equity security (as defined in Section 3(a)(11) under the Exchange Act), BAMSI may, at its election, Acubid shall be required to give written notice to each Former JDI Shareholder at least thirty (30) days before the filing with the Commission of such determination Registration Statement. The notice shall offer to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares include in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's registration must sell their Registrable Shares to the underwriters filing on the same terms and conditions as apply to BAMSI, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting the securities proposed to be included in such registration Registration Statement of Acubid and/or any of its security holders such number of shares of Restricted Stock as the Former JDI Shareholders may electrequest, subject in the limitations hereinafter set forth. Those Former JDI Shareholders desiring to have Restricted Stock registered under this section 11.2 shall be required (i) to so advise Acubid in writing prior within twenty (20) days after the date of receipt of such offer from Acubid, setting for the number of shares of Restricted Stock for which registration is requested, and (ii) to deliver to Acubid a letter from counsel (who shall be reasonably satisfactory to Acubid) for those Former JDI Shareholders requesting registration to the effective date effect that registration of such Restricted Stock under the registration statement filed Act is required. Acubid shall thereupon include in connection with such registrationfiling subject to the limitations hereinafter set forth, not the Restricted Stock proposed to register be offered for sale by the Former JDI Shareholders making such request, on the same terms and conditions as the securities proposed to be included in connection with such registration. No registration effected under this Section 2 shall relieve BAMSI filing on behalf of Acubid and/or any of its obligations security holders, and shall use its best efforts to effect registrations upon request registration under Section 4 hereofthe Act of such shares.

Incidental Registrations. (a) Right to Include Registrable Shares. Each At any time BAMSI shall determine ----------------------------------- after the date of this Agreement, if the Company proposes to file a registration statement Registration Statement under the Securities Act in connection with a proposed offer and sale respect to an offering by the Company for cash of any equity securities its own account (other than an offering of debt securities which are convertible into equity securities a registration statement on Form S-4 or an offering of equity securities in an amount not in excess of 5% of the number of shares of Class A Common Stock outstanding at such time) either by it S-8 or by any holders of its outstanding equity securities, BAMSI will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 21 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares intended to be disposed of by such Holdersuccessor thereto), BAMSI will use its best efforts to effect then the registration under the Securities Act of all Registrable Shares which BAMSI has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BAMSI Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI may, at its election, give written notice of such determination proposed filing to each Holder of Registrable the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and thereupon shall be relieved of its obligation distribution and offer such Holders the opportunity to register any Registrable all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's registration must sell their Registrable Shares to the underwriters offering on the same terms and conditions as apply the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to BAMSIinclude any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, with and then only in such differencesquantity as shall not, including any with respect in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to indemnification and liability insurancebe included would materially adversely affect such offering, as then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be customary or appropriate in combined primary and secondary offerings. If a registration requested sold, if any, without causing such adverse effect, first, all of the securities to be offered for the account of the Company; second the Transfer Restricted Shares to be offered for the account of the Holders pursuant to this Section 2 involves an underwritten public offering1(c), pro rata based on the amount recommended by the Managing Underwriter; and third, any Holder of Registrable Shares requesting other securities requested to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. No registration effected under this Section 2 shall relieve BAMSI of its obligations to effect registrations upon request under Section 4 hereofunderwriting.

Incidental Registrations. (a) Right "PIGGY-BACK" REGISTRATIONS. If the Parent at any time after the Commencement Date and prior to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- the termination of this Agreement proposes to file a registration statement register its Common Stock under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an a registration on Form X-0, X-0 or any successor or similar forms) for a public offering of debt securities which are convertible into equity securities for cash, whether or an offering of equity securities in an amount not in excess of 5% of the number of shares of Class A Common Stock outstanding at for its own account, it will, each such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice to all Shareholders of record of Registrable Securities of its determination intention to each Holder do so and of such Holder's Shareholders' rights under this Section 21.2, at least 30 calendar days prior to the anticipated filing date of the initial filing of the registration statement relating to such registration statementregistration. Upon the written request of each Holder any such Shareholder made within 21 20 calendar days after the receipt of any such the Parent's notice from BAMSI, (which request shall specify the number of Registrable Shares Securities intended to be disposed of by such HolderShareholder), BAMSI will the Parent shall use its best efforts to effect the registration under the Securities Act of all Registrable Shares Securities which BAMSI the Parent has been so requested to register by the Holders thereofShareholders (subject to Section 1.2(b) hereof), to the extent required to permit the disposition of the Registrable Shares Securities so to be registered; provided, however, that PROVIDED that: (i) if such registration involves an underwritten offering, all Shareholders requesting Registrable Securities to be included in the Parent's registration must sell their Registrable Securities to the underwriters selected by the Parent or other party entitled thereto on the same terms and conditions as have been agreed to by Parent or such other party; (ii) if, at any time after -------- ------- giving written notice of its intention to register any securities its Common Stock pursuant to this Section 1.2 and prior to the effective date of the registration statement filed in connection with such registration, BAMSI the Parent or other party on whose behalf such registration statement has been filed shall determine for any reason not to proceed with register such Common Stock, the proposed registration of the securities to be sold by it, BAMSI may, at its election, Parent shall give written notice of such determination to each Holder of Registrable Shares and thereupon all Shareholders and, thereupon, shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to BAMSI, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities Securities in connection with such registration. No A registration effected under pursuant to this Section 2 shall relieve BAMSI of its obligations 1.2(a) is referred to effect registrations upon request under Section 4 hereofherein as an "INCIDENTAL REGISTRATION."

Incidental Registrations. (a) Right If the Company at any time after the 18-month anniversary of the Closing proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file a registration statement register Equity Securities under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a manner which would permit registration of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of Registrable Securities for sale to the number of shares of Class A Common Stock outstanding public under the Securities Act, it will, at each such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice to all Holders of its determination intention to each Holder do so and of such Holder's Holders' rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Article V. Upon the written request --------- of each any such Holder made within 21 20 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares Securities intended to be disposed of by such Holder), BAMSI the Company will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Shares Securities which BAMSI the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (ia) if such registration is to be effected at a time -------- when the registration statement required by Section 5.1(a) is effective, the -------------- Company shall be obligated to give such notice and to effect the registration of Registrable Securities only if the proposed registration is to be effected as an underwritten public offering, (b) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to securities, the effective date of the registration statement filed in connection with such registration, BAMSI Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon and, thereupon, shall be relieved of its obligation to register any Registrable Shares Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (iic) if such registration involves an underwritten offering, all Holders of requesting that their Registrable Shares requesting to Securities be included in BAMSI's the registration must sell their Registrable Shares Securities to the underwriters selected by the Company or the selling security holders requesting such registration, as the case may be, on the same terms and conditions as apply to BAMSIthe Company or such selling shareholders, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. No registration effected under Nothing in this Section 2 shall relieve BAMSI operate to limit the right of its obligations any Holder to effect registrations request the registration of Common Stock issuable upon conversion, exchange or exercise of securities held by such Holder notwithstanding the fact that at the time of request under Section 4 hereofsuch Holder does not hold the Common Stock underlying such securities.

Incidental Registrations. (a) Right "Piggy-back" Registrations. If the Company at any time proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file register (including a registration statement effected by the Company for shareholders other than Artal and its Assignees) any Common Stock under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering of debt securities which are convertible into equity securities a registration on Form S-8, X-0 xx any successor or an offering of equity securities in an amount similar forms) for public offerings for cash, whether or not in excess of 5% of the number of shares of Class A Common Stock outstanding at for its own account, it will, each such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice to Artal and its Assignees, Bermore (to the extent permitted by and in accordance with its incidental registration rights contained in Annex A to the Bermore Agreement) and all Other Holders of Registrable Securities with then existing rights of registration of its determination intention to each Holder do so and of such Holder's stockholders' rights under this Section 21.2, at least 30 days prior to the anticipated filing date of the initial filing of the registration statement relating to such registration. Such notice shall offer all such stockholders the opportunity to include in such registration statementstatement such number of Registrable Securities as each such stockholder may request. Upon the written request of each Holder any such stockholder made within 21 20 days after the receipt of any such the Company's notice from BAMSI, (which request shall specify the number of Registrable Shares Securities intended to be disposed of by such Holderstockholder), BAMSI will the Company shall use its best efforts to effect the registration under the Securities Act of all Registrable Shares Securities which BAMSI the Company has been so requested to register by the Holders thereof, to the extent required such stockholders and to permit the disposition of the Registrable Shares Securities so to be registered; provided, however, provided that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BAMSI shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders stockholders of Registrable Shares Securities requesting to be included in BAMSIthe Company's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to BAMSI, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. No registration effected under this Section 2 shall relieve BAMSI of its obligations to effect registrations upon request under Section 4 hereof.sell

Incidental Registrations. (a) Right If the Company at any time after the date hereof proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file a registration statement register Equity Securities under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a manner which would permit registration of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of Registrable Securities for sale to the number of shares of Class A Common Stock outstanding public under the Securities Act, it will, at each such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice to all Holders of its determination intention to each Holder do so and of such Holder's Holders' rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statementArticle IV. Upon the written request of each any such Holder made within 21 15 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares Securities intended to be disposed of by such Holder), BAMSI the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Shares Securities which BAMSI the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, howeverPROVIDED, that (ia) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to securities, the effective date of the registration statement filed in connection with such registration, BAMSI Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon and, thereupon, shall be relieved of its obligation to register any Registrable Shares Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (iib) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSIthe Company's registration must sell their Registrable Shares Securities to the underwriters selected by the Company on the same terms and conditions as apply to BAMSIthe Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. No registration effected under Nothing in this Section 2 shall relieve BAMSI operate to limit the right of its obligations any Holder to effect request the registration of Common Stock issuable upon conversion, exchange or exercise of securities held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities. The registrations provided for in this Section 4.1 are in addition to, and not in lieu of, registrations made upon the request under of any Investor Securityholder in accordance with Section 4 hereof4.2.

Incidental Registrations. (a) Right If the Company at any time after the IPO Date proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file a registration statement register Common Stock under the Securities Act (other than a registration filed by the Company in connection with the IPO or a proposed offer and registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for cash its own account, in a manner which would permit registration of any equity securities (other than an offering of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of Registrable Securities for sale to the number of shares of Class A Common Stock outstanding public under the Securities Act, it will, at each such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice to all Holders of its determination intention to each Holder do so and of such Holder's Holders’ rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statementArticle II. Upon the written request of each any such Holder made within 21 15 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares Securities intended to be disposed of by such Holder), BAMSI the Company will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Shares Securities which BAMSI the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, provided that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to securities, the effective date of the registration statement filed in connection with such registration, BAMSI Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon and, thereupon, shall be relieved of its obligation to register any Registrable Shares Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's the Company’s registration must sell their Registrable Shares Securities to the underwriters selected by the Company on the same terms and conditions as apply to BAMSIthe Company, with such differences, including any with respect to indemnification and liability insurance, differences as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register any of such securities in connection with such registration. No registration effected under The registrations provided for in this Section 2 shall relieve BAMSI 2.1 are in addition to, and not in lieu of, registrations made upon the request of its obligations to effect registrations upon request under the Investor Stockholders in accordance with Section 4 hereof2.2.

Incidental Registrations. (a) Right to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- that RMI proposes to file a registration statement register any of its equity securities under the Securities Act in connection with a proposed offer and sale for cash of any equity securities 1933, as amended, (the "Securities Act") (other than a registration effected solely to implement an offering employee benefit or stock option plan or to sell shares obtained under any employee benefit or stock option plan or a transaction to which Rule 145 or any other similar rule under the Securities Act is applicable) RMI will give written notice to the Investor of debt securities which are convertible into equity securities its intention to do so. The Investor and each other Selling Stockholder (as defined below) may give RMI a written request to register all or an offering of equity securities in an amount not in excess of 5% some of the number of shares of Class A Common Stock outstanding at such timeissued to it pursuant to the Purchase Agreement ("Registrable Shares") either by it or by any holders of its outstanding equity securities, BAMSI will give prompt in the registration described in the written notice of its determination to each Holder and of from RMI as set forth in the foregoing sentence, provided that such Holder's rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made is given within 21 20 days after the receipt of any such notice from BAMSIRMI (with such request stating (i) the amount of Registrable Shares to be disposed of and the intended method of disposition of such Registrable Shares and (ii) any other information reasonably requested by RMI to properly effect the registration of such Registrable Shares). As used in this Agreement, (which request shall specify a "Selling Stockholder" is the Investor and any other person to whom the Investor has transferred Registrable Shares in compliance with applicable federal and state securities laws and who has agreed to be bound by this Agreement by signing a counterpart hereof. Upon receipt of such request, RMI will use its reasonable efforts to cause promptly all such Registrable Shares intended to be disposed of by such Holder), BAMSI will use its best efforts to effect the registration be registered under the Securities Act so as to permit their sale or other disposition (in accordance with the intended methods set forth in the request for registration), unless the sale is a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith in writing that the inclusion of all Registrable Shares such securities would materially adversely affect the offering, in which BAMSI has been so requested case the number of shares to register be offered for the accounts of the Selling Stockholders shall be reduced or limited (an "Underwriter Cutback") in proportion to the number of shares owned by the Holders thereof, such Selling Stockholders to the extent required necessary to permit reduce the disposition total number of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BAMSI shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to BAMSI, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting shares to be included in such registration may elect, in writing prior offering to the effective date amount recommended by such managing underwriter; provided, that if securities are being offered for the account of other persons or entities as well as RMI, such reduction shall be made pro rata from the registration statement filed in connection with securities intended to be offered by such registration, not to register such securities in connection with such registrationpersons and from the Selling Stockholders. No registration effected RMI's obligations under this Section 2 1 shall relieve BAMSI apply to a registration to be effected for securities to be sold for the account of its obligations RMI as well as a registration statement which includes securities to effect registrations upon request under Section 4 hereofbe offered for the account of other holders of RMI equity securities. RMI represents and warrants that the only registration rights granted by it as of the date of this Agreement (other than those contained in this Agreement) are as set forth on 2. Schedule 1 to this Agreement.

Incidental Registrations. (a) Right If the Company at any time after the date hereof proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file a registration statement register Equity Securities under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a manner which would permit registration of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of Registrable Securities for sale to the number of shares of Class A Common Stock outstanding public under the Securities Act, it will, at each such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice to all Holders of its determination intention to each Holder do so and of such Holder's Holders' rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statementArticle IV. Upon the written request of each any such Holder made within 21 15 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares Securities intended to be disposed of by such Holder), BAMSI the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Shares Securities which BAMSI the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to securities, the effective date of the registration statement filed in connection with such registration, BAMSI Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon and, thereupon, shall be relieved of its obligation to register any Registrable Shares Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSIthe Company's registration must sell their Registrable Shares Securities to the underwriters selected by the Company on the same terms and conditions as apply to BAMSIthe Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. No registration effected under Nothing in this Section 2 shall relieve BAMSI operate to limit the right of its obligations any Holder to effect request the registration of Common Stock issuable upon conversion, exchange or exercise of securities held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities. The registrations provided for in this Section 4.1 are in addition to, and not in lieu of, registrations made upon the request under Section 4 hereofof any Investor Securityholder in accordance with Sections 4.2 and 4.3.

Incidental Registrations. (a) Right Subject to Include Registrable Shares. Each Section 5.3, if the Company at any time BAMSI shall determine ----------------------------------- proposes to file a registration statement register Equity Securities under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a manner which would permit registration of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of Registrable Securities for sale to the number of shares of Class A Common Stock outstanding public under the Securities Act, it will, at each such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice to all Holders of its determination intention to each Holder do so and of such Holder's Holders' rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Article V. Upon the written request of each any such Holder made within 21 20 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares Securities intended to be disposed of by such Holder), BAMSI the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Shares Securities which BAMSI the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (ia) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to securities, the effective date of the registration statement filed in connection with such registration, BAMSI Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon and, thereupon, shall be relieved of its obligation to register any Registrable Shares Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (iib) if such registration involves an underwritten offering, all Holders of requesting that their Registrable Shares requesting to Securities be included in BAMSI's the registration must sell their Registrable Shares Securities to the underwriters selected by the Company or the selling security holders requesting such registration, as the case may be, on the same terms and conditions as apply to BAMSIthe Company or such selling shareholders, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. No registration effected under this Section 2 shall relieve BAMSI of its obligations to effect registrations upon request under Section 4 hereof.

Incidental Registrations. (a) Right If the Company at any time after the date hereof proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file a registration statement register Equity Securities under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a manner which would permit registration of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of Registrable Securities for sale to the number of shares of Class A Common Stock outstanding public under the Securities Act, it will, at each such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice to all Holders of its determination intention to each Holder do so and of such Holder's Holders' rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statementArticle IV. Upon the written request of each any such Holder made within 21 15 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares Securities intended to be disposed of by such Holder), BAMSI the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Shares Securities which BAMSI the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to securities, the effective date of the registration statement filed in connection with such registration, BAMSI Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon and, thereupon, shall be relieved of its obligation to register any Registrable Shares Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSIthe Company's registration must sell their Registrable Shares Securities to the underwriters selected by the Company on the same terms and conditions as apply to BAMSIthe Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. No registration effected under Nothing in this Section 2 shall relieve BAMSI operate to limit the right of its obligations any Holder to effect request the registration of Common Stock issuable upon conversion, exchange or exercise of securities held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities. The registrations provided for in this Section 4.1 are in addition to, and not in lieu of, registrations made upon the request under of Lightyear in accordance with Section 4 hereof4.2.

Incidental Registrations. (a) Right to Include Common or ------------------------- ----------------------------- Common Equivalent Registrable SharesSecurities. Each If the Company at any time BAMSI shall determine ----------------------------------- after the ------------------------------------------ date hereof proposes to file a registration statement register its Common Stock (or any security, including, without limitation, Preferred Stock or Warrants, which is convertible into or exchangeable or exercisable for Common Stock) under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a manner which would permit registration of debt securities which are convertible into equity securities Common or an offering of equity securities in an amount not in excess of 5% of Common Equivalent Registrable Securities for sale to the number of shares of Class A Common Stock outstanding public under the Securities Act, it will, at each such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice to all Holders of Common or Common Equivalent Registrable Securities of its determination intention to each Holder do so and of such Holder's Holders' rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Upon the written request of each any such Holder made within 21 15 days after the receipt of any such notice from BAMSI, (which request shall specify the Common or Common Equivalent Registrable Shares Securities intended to be disposed of by such Holder), BAMSI the Company will use its best efforts to effect the registration under the Securities Act of all Common or Common Equivalent Registrable Shares Securities which BAMSI the Company has been so requested to register by the Holders thereof, to the extent required requisite to permit the disposition of the Common or Common Equivalent Registrable Shares Securities so to be registered; provided, however, provided -------- that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BAMSI the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI the Company may, at its election, give written notice of such determination to each Holder of Common or Common Equivalent Registrable Shares and thereupon Securities and, thereupon, shall be relieved of its obligation to register any Common or Common Equivalent Registrable Shares Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Common or Common Equivalent Registrable Shares Securities requesting to be included in BAMSIthe Company's registration must sell their Common or Common Equivalent Registrable Shares Securities to the underwriters selected by the Company on the same terms and conditions as apply to BAMSIthe Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 2(a) involves an underwritten public offering, any Holder of Common or Common Equivalent Registrable Shares Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. No registration effected under Nothing in this Section 2 2(a) shall relieve BAMSI operate to limit the right of its obligations a Holder to effect registrations (i) request the registration of Common Stock issuable upon conversion or exercise of convertible securities held by such Holder notwithstanding the fact that, at the time of request, such Holder holds only convertible securities or (ii) request under Section 4 hereofthe registration at one time of both Common Stock and Common Equivalent Registrable Securities.

Incidental Registrations. Participation. (aA) Right to Include Registrable Shares. Each If the Company at any time BAMSI shall determine ----------------------------------- proposes to file a registration statement under Registration Statement with respect to any offering of its securities for its own account or for the Securities Act in connection with a proposed offer and sale for cash account of any equity holders of its securities (other than (1) a registration under Section 2(a) or 2(b) hereof, (2) a registration on Form S-4 or S-8 or any successor form to such forms, (3) a registration of securities solely relating to an offering of debt securities which are convertible into equity securities and sale to employees or an offering of equity securities in an amount not in excess of 5% directors of the number Company pursuant to any employee stock plan or other employee benefit plan arrangement or (4) a registration of shares securities for the benefit of Class A Common Stock outstanding at such timethe holders pursuant to Section 6(e) either by it or by any holders of its outstanding equity securitiesthat certain registration rights agreement (the “Bric Registration Rights Agreement”) dated as of May 1, BAMSI will give prompt written notice 2006 among the Company, Bricoleur Partners, L.P., Bricoleur Enhanced, L.P., BRIC 6, L.P. and Bricoleur Offshore Ltd. (the “Bricoleur Parties”) but only for so long as there is not an effective registration statement covering the registrable securities of its determination to each Holder and of such Holder's rights under this Section 2the Bricoleur Parties, at least 30 then, as soon as practicable (but in no event less than 20 days prior to the anticipated filing proposed date of filing such registration statementRegistration Statement), the Company shall give written notice of such proposed filing to all Holders of Registrable Securities and (unless all such Registrable Securities are then registered pursuant to Section 2(a) or a Shelf Registration Statement under Section 2(b) is in effect) such notice shall offer the Holders of such Registrable Securities the opportunity to register such number of Registrable Securities as each such Holder may request in writing (an “Incidental Registration”). Upon Subject to Section 2(d)(ii), the written request of each Holder made Company shall include in such Registration Statement all such Registrable Securities which are requested to be included therein within 21 10 days after the receipt by such Holder of any such notice from BAMSI, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), BAMSI will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which BAMSI has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (i) if, notice. If at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, BAMSI the Company shall determine for any reason not to proceed with the proposed register or to delay registration of such securities, the securities to be sold by it, BAMSI Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to BAMSI, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed Securities in connection with such registration, not and (y) in the case of a determination to register delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such securities in connection with such registration. No registration effected under this Section 2 shall relieve BAMSI of its obligations to effect registrations upon request under Section 4 hereofother securities.

Incidental Registrations. (a) Right The Company agrees that at any time it proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file register any of its Common Shares in a registration statement primary or secondary offering under the Securities Act in connection with a proposed offer and sale for cash (otherwise than pursuant to Section 7.3) on Form S-3 or any other form of any equity securities registration statement (other than an offering Form S-4 or Form S-8) then available for the registration under the Securities Act, it will give timely written notice to all Holders of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of the number of shares of Class A Common Stock outstanding at such time) either by it or by any holders Warrants and Restricted Shares of its outstanding equity securities, BAMSI will give prompt written notice of its determination intention so to each Holder do and of such Holder's rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Upon upon the written request of each the Holder made of any such Warrants or Restricted Shares, given within 21 30 days after the receipt of any such notice from BAMSIthe Company, (which request shall specify the Registrable Shares intended Company will in each instance; subject to be disposed the next paragraph of by such Holder)this Section 7.5, BAMSI will use its best efforts to effect the registration under the Securities Act of cause all Registrable Underlying Shares which BAMSI has been so or Restricted Shares requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BAMSI shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to BAMSI, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may electby any such requesting Holder to be registered under the Securities Act and registered or qualified under any state securities laws, in writing prior all to the effective date extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the prospective seller of the Securities so registered. Nothing in this Section 7.5 shall be deemed to require the Company to proceed with any registration statement filed of its Common Shares after giving the notice herein provided. Registration pursuant to this Section 7.5 shall, to the extent applicable, be in accordance with, and subject to the provisions of, the "Registration Procedures" set forth in Section 7.3(b). If the managing underwriter engaged by the Company in connection with an underwritten public offering of such registration, not to register such securities in connection with such registration. No Common Shares proposed for registration effected under this Section 2 7.5 determines in good faith and for valid business reasons that registration of such Underlying Shares or Restricted Shares would have an adverse effect on the marketability or the price of such offering (an "Incidental Cutback Determination"), such managing underwriter shall relieve BAMSI give prompt written notice of such Incidental Cutback Determination to such requesting Holder or Holders. In such event the Company, upon written notice to the Holders of such Underlying Shares or Restricted Shares, shall have the right to limit such Underlying Shares or such Restricted Shares to be registered, if any, to the largest number which would not result in such adverse effect on marketability or the price of such offering (such limitation being applied to each such requesting Holder of Underlying Shares or Restricted Shares pro rata in respect of the number of shares subject to such request); provided that, if Common Shares of the Company held by any Person other than the Purchaser and its obligations permitted transferees are to effect registrations upon request under Section 4 hereofbe included in such underwritten public offering pursuant to so-called "demand" or "piggy-back" rights given to such other Person, such reduction in the number of Underlying Shares or Restricted Shares (treating all such shares as one class of Securities for this purpose) shall be only after the exclusion of all equity instruments proposed to be included by such other Person pursuant to so-called "demand" or "piggy-back" rights.

Incidental Registrations. (a) Right to Include Registrable Shares. Each Subject to Section 2(b), each time BAMSI the Company shall determine ----------------------------------- to file a registration statement under the Securities Act in connection with a the proposed offer and sale for cash of any equity securities (other than an offering of (i) debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of the number of and (ii) shares of Class A Common Stock outstanding at such time(A) to be issued solely in connection with the acquisition of any Person or the assets of any Person, (B) issuable upon the exercise of grants under stock-based incentive plans, or (C) issuable pursuant to employee benefits plans) either by it or by any holders of its outstanding equity securitiessecurities (a "Requesting Holder"), BAMSI the Company will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 22(a), at least 30 21 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 21 14 days after the receipt of any such notice from BAMSI, the Company (which request shall specify the Registrable Shares intended to be disposed of by such Holder), BAMSI the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Shares which BAMSI the Company has been so timely requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BAMSI the Company or the Requesting Holder, as applicable, shall determine for any reason not to proceed with the proposed registration of the securities to be sold by itthe Company or the Requesting Holder, BAMSI as applicable, the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten public offering, all Holders of Registrable Shares requesting to be included in BAMSIthe Company's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to BAMSIthe Company or the Requesting Holder, as applicable, with such differences, including any with respect to indemnification and liability insuranceindemnification, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 2(a) involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. No registration effected under this Section 2 2(a) shall relieve BAMSI the Company of its obligations to effect registrations upon request under pursuant to the terms and subject to the conditions of Section 4 hereof4. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Shares in any registration statement pursuant to this Section 2 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Shares in the registration as to which such withdrawal has been made.

Incidental Registrations. (a) Right Company agrees that at any time it proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file register any of its Securities in a registration statement primary or secondary offering of such Securities under the Securities Act in connection with a proposed offer and sale for cash (otherwise than pursuant to Section 7.3) on Form S-l or any other form of any equity securities registration statement (other than an offering of debt securities which are convertible into equity securities Form S-4 or an offering of equity securities in an amount not in excess of 5% of the number of shares of Class A Common Stock outstanding at such timeForm S-8) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 21 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), BAMSI will use its best efforts to effect then available for the registration under the Securities Act of all Registrable Shares which BAMSI has been so requested to register by the Holders thereofSecurities of Company, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving it will give timely written notice to all Holders of outstanding Warrants and Registrable Warrant Shares of its intention so to register do and upon the written request of the Holder of any securities and prior such Warrants or Registrable Warrant Shares, given within 30 days after receipt of any such notice from Company, Company will in each instance, subject to the effective date next paragraph of the registration statement filed in connection with such registration, BAMSI shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSI's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to BAMSI, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering7.5, any Holder of use its best efforts to cause all Registrable Warrant Shares requesting requested to be included in such registration may electby any such requesting Holder to be registered under the Securities Act and registered or qualified under any state securities laws, in writing prior all to the effective date extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the prospective seller of the Securities so registered. Nothing in this Section 7.5 shall be deemed to require Company to proceed with any registration statement filed of its Securities after giving the notice herein provided. Registration pursuant to this Section 7.5 shall be in accordance with, and subject to the provisions of, the “Registration Procedures” set forth in Section 7.3(b). If the managing underwriter engaged by Company in connection with an underwritten public offering of Securities proposed for registration as described in this Section 7.5 determines in good faith and for valid business reasons that registration of the Registrable Warrant Shares proposed for inclusion in such registration would, when combined with the other Securities to be included in such registration, have an adverse effect on the marketability or the price of such offering (an “Incidental Cutback Determination”), such managing underwriter shall give prompt written notice of such Incidental Cutback Determination to such requesting Holder or Holders. In such event Company, upon written notice to the Holders of such Registrable Warrant Shares, shall have the right to limit such Registrable Warrant Shares to be registered, if any, to the largest number which would not result in such adverse effect on marketability or the price of such offering (such limitation being applied to register each such securities requesting Holder of Registrable Warrant Shares pro rata in connection with respect of the number of shares subject to such registration. No registration effected under this Section 2 shall relieve BAMSI of its obligations to effect registrations upon request under Section 4 hereofrequest).

Incidental Registrations. (a) Right If the Company at any ------------------------ time after the date hereof proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file a registration statement register Equity Securities under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a manner which would permit registration of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of Registrable Securities for sale to the number of shares of Class A Common Stock outstanding public under the Securities Act, it will, at each such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice to all Holders of its determination intention to each Holder do so and of such Holder's Holders' rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statementArticle IV. Upon the written request of each any such Holder made within 21 15 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares Securities intended to be disposed of by such Holder), BAMSI the Company will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Shares Securities which BAMSI the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (ia) if, at any time after -------- ------- giving written notice of its intention -------- to register any securities and prior to securities, the effective date of the registration statement filed in connection with such registration, BAMSI Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon and, thereupon, shall be relieved of its obligation to register any Registrable Shares Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (iib) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSIthe Company's registration must sell their Registrable Shares Securities to the underwriters selected by the Company on the same terms and conditions as apply to BAMSIthe Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. No registration effected under Nothing in this Section 2 shall relieve BAMSI operate to limit the right of its obligations any Holder to effect request the registration of Common Stock issuable upon conversion, exchange or exercise of securities held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities. The registrations provided for in this Section 4.1 are in addition to, and not in lieu of, registrations made upon the request under of the Investor Stockholder in accordance with Section 4 hereof4.2.

Incidental Registrations. (a) Right If the Company at any time after the date hereof proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file a registration statement register Equity Securities under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, in a manner which would permit registration of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of Company Registrable Securities for sale to the number of shares of Class A Common Stock outstanding public under the Securities Act, it will, at each such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice to all Holders of its determination intention to each Holder do so and of such Holder's Holders' rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statementAgreement. Upon the written request of each any such Holder made within 21 thirty (30) days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares Securities intended to be disposed of by such Holder), BAMSI the Company will use its best commercially reasonable efforts to effect the registration under the Securities Act of all Company Registrable Shares Securities which BAMSI the Company has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, howeverPROVIDED, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, BAMSI the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon and, thereupon, shall be relieved of its obligation to register any Company Registrable Shares Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in BAMSIthe Company's registration must sell their Company Registrable Shares Securities to the underwriters selected by the Company on the same terms and conditions as apply to BAMSIthe Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. No registration effected under Nothing in this Section 2 shall relieve BAMSI operate to limit the right of its obligations any Holder to effect request the registration of Common Stock issuable upon conversion, exchange or exercise of securities, including Warrants, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities. The registrations provided for in this Section 4.3 are in addition to, and not in lieu of, registrations made upon the request under Section 4 hereofof the Equity Purchaser and any other Holder in accordance with Sections 4.1 and 4.2.

Incidental Registrations. The Company agrees that at any time after an Initial Public Offering (aand, in the event the Company has granted any so-called piggy-back rights with respect to the Initial Public Offering, in connection with the Initial Public Offering) Right and before the tenth (10th) anniversary of the Qualified Initial Public Offering, it proposes to Include Registrable Shares. Each time BAMSI shall determine ----------------------------------- to file register any of its Securities in a registration statement primary offering of such Securities under the Securities Act in connection with a proposed offer and sale for cash (otherwise than pursuant to Section 8.03) on Form S-1 or any other form of any equity securities registration statement (other than an offering of debt securities which are convertible into equity securities Form S-4 or an offering of equity securities in an amount not in excess of 5% of the number of shares of Class A Common Stock outstanding at such timeForm S-8) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 21 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), BAMSI will use its best efforts to effect then available for the registration under the Securities Act of Securities of the Company, it will give timely written notice to all Registrable holders of outstanding Series A Preferred Stock and Conversion Shares which BAMSI has been of its intention so requested to register do and upon the written request of the holder of any such Series A Preferred Stock or Conversion Shares, given within thirty days after receipt of any such notice from the Company, the Company will in each instance, subject to the next paragraph of this Section 8.05, use commercially reasonable efforts to cause all such Underlying Shares or Conversion Shares held by any such requesting holder of Series A Preferred Stock or Conversion Shares to be registered under the Holders thereofSecurities Act and registered or qualified under any state securities laws, all to the extent required necessary to permit the sale or other disposition thereof in the manner stated in such request by the prospective seller of the Registrable securities so registered. Any holder requesting registration of its Underlying Shares or Conversion Shares shall in its request describe briefly the manner of any proposed transfer of its Underlying Shares or Conversion Shares which proposed transfer shall, in any event, be in accordance with the manner of distribution provided for in such registration. The Company shall provide to each holder of Series A Preferred Stock or Conversion Shares that has requested inclusion of shares in the registration written notice of the date (the "FINAL DECISION DATE") that is three (3) business days prior to the Company's estimate of the date it will first send to either underwriters or potential investors a preliminary prospectus covering the proposed offering. The Final Decision Date will not change so long as a preliminary prospectus is sent to either underwriters or potential investors within fifteen (15) days of the Company's estimated date for sending the preliminary prospectus. The notice shall be registered; providedmade to each holder of Series A Preferred Stock or Conversion Shares in writing by overnight air courier or facsimile communication in accordance with the provisions of Section 10.03 at least two (2) business days prior to the Final Decision Date. Each holder of Series A Preferred Stock or Conversion Shares that has previously requested inclusion of shares in the registration shall have until 5:00 p.m. Dallas, however, Texas time on the Final Decision Date to deliver to the Company a written notice of withdrawal of its request to include shares in the proposed offering. Any holder of Series A Preferred Stock or Conversion Shares that has previously requested inclusion of shares in the registration that does not withdraw such request in accordance with the preceding sentence shall thereafter be bound to (i) ifsell in the proposed offering covered by the registration the number of shares previously requested by the holder to be included in the registration (subject to reduction in accordance with the next paragraph of this Section 8.05) upon substantially the same terms and at the same price per share as shares are sold by the Company in the proposed offering, at (ii) voluntarily convert into Conversion Shares such number of shares of Series A Preferred Stock as are necessary to permit such holder to deliver and sell the required number of shares in the proposed offering, and (iii) enter into such customary agreements (including an underwriting agreement and any time after -------- ------- giving lock-up agreement requested by the Managing Underwriter and agreed to by the Company) and take such other actions in connection therewith as the Company shall reasonably request in order to expedite or facilitate the registration or the proposed offering, and in such connection (1) make such representations and warranties as are relevant to such holder to the Company and the underwriters, in form, substance and scope as are customarily made in an underwritten offering; (2) comply with information requests by the Company in accordance with the last paragraph of Section 8.03; and (3) deliver such documents and certificates aS may be reasonably requested by the Company and the managing underwriters to evidence compliance with clause (1) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the selling holder which in no event shall require indemnification of any party by such selling holder except with regards to written notice material misstatements or material omissions in written material provided by such selling holder. Nothing in this Section 8.05 shall be deemed to require the Company to proceed with any registration of its intention Securities after giving the notice herein provided. Registration pursuant to register any securities this Section 8.05 shall be in accordance with, and prior subject to the effective date of provisions of, the registration statement filed "Registration Procedures" set forth in Section 8.03(b) (other than clauses (i), (ii) and (v) thereof). If the managing underwriter engaged by the Company in connection with an underwritten public offering of such registration, BAMSI shall determine Securities proposed for any reason not to proceed with registration under the proposed Securities Act determines in good faith and for valid business reasons that registration of such Underlying Shares or Conversion Shares would have an adverse effect on the securities marketability or the price of such offering, the Company shall cause such managing underwriter to be sold by it, BAMSI may, at its election, give prompt written notice of such determination to each Holder such requesting holder or holders, setting forth in reasonable detail the reasons for such determination. In such event the Company, upon written notice to the holders of Registrable such Underlying Shares and thereupon or Conversion Shares, shall be relieved of its obligation have the right to register any Registrable limit such Underlying Shares in connection with or such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Conversion Shares requesting to be included in BAMSI's registration must sell their Registrable Shares registered, if any, to the underwriters largest number which would not result in such adverse effect on marketability or the same terms and conditions as apply price of such offering (such limitation being applied to BAMSI, with each such differences, including requesting holder pro rata in respect of the number of shares subject to such request); PROVIDED that if Securities of the Company held by any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Holder of Registrable Shares requesting Person (other than the Company) are to be included in such registration may electunderwritten public offering, such reduction in writing prior the number of Underlying Shares or Conversion Shares (treating all such Shares as one class of Securities for this purpose) shall be not more than proportionate to the effective date reduction in the number of the registration statement filed such other Securities which are to be included in connection with such registration, not to register such securities in connection with such registration. No registration effected under this Section 2 shall relieve BAMSI of its obligations to effect registrations upon request under Section 4 hereof.

Incidental Registrations. (a) Right to Include Registrable Shares. Each If, at any time BAMSI during the four-year period commencing on December __, 1997, the Company shall determine ----------------------------------- to file a registration statement under the Securities Act in connection with a proposed offer and sale for cash of any equity securities (other than an offering on Form X-0, Xxxx X-0, or any successor forms) to register shares of debt securities which Common Stock for its own account with the Commission while any Warrants or Warrant Shares are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% outstanding, the Company shall give all of the number of shares of Class A Common Stock outstanding Eligible Holders at such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt least 45 days prior written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Upon the written request of each If requested by any Eligible Holder made in writing within 21 30 days after the receipt of any such notice from BAMSInotice, the Company shall, at the Company's sole expense (which request shall specify other than the Registrable Shares intended to be disposed fees and disbursements of by such Holdercounsel for the Eligible Holders), BAMSI will use its best efforts to effect register or qualify all or, at each Eligible Holder's option, any portion of the Warrant Shares of any Eligible Holders who shall have made such request, concurrently with the registration under the Securities Act of such other securities, all Registrable Shares which BAMSI has been so requested to register by the Holders thereof, to the extent required to permit the disposition public offering and sale of the Registrable Warrant Shares so through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors and counsel to be registered; provided, however, that cause (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the such registration statement filed in connection with such registration, BAMSI shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, BAMSI may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), become effective as promptly as practicable and (ii) if to keep such registration involves an underwritten offeringstatement effective for at least twelve (12) months. Notwithstanding the foregoing, if the managing underwriter of any such offering shall advise the Company in writing that, in its opinion, the distribution of all Holders or a portion of Registrable the Warrant Shares requesting requested to be included in BAMSI's the registration must sell their Registrable concurrently with the securities being registered by the Company, would materially adversely affect the distribution of such securities by the Company for its own account, then the number of Warrant Shares to the underwriters on the same terms and conditions as apply to BAMSI, with held by such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2 involves an underwritten public offering, any Eligible Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior statement shall be reduced to the effective date extent advised by such managing underwriter, but not in greater proportion than the smallest proportionate reduction in the number of shares of Common Stock included in the registration statement filed in connection with such registration, not to register such securities in connection with such registration. No registration effected under this Section 2 shall relieve BAMSI for the account of its obligations to effect registrations upon request under Section 4 hereofany person other than the Company.