Common use of Obligations with Respect to Registration Clause in Contracts

Obligations with Respect to Registration. (a) In connection with the Company's obligations under Section 2(a) hereof to effect the registration of the Registrable Shares under the Securities Act, the Company shall: (i) subject to Section 4(b), use its diligent efforts to cause the Registration Statement to remain effective, and prepare and file with the Commission any amendments and supplements to the Registration Statement and to the Prospectus used in connection therewith as may be necessary to keep the Prospectus current and in compliance in all material respects with the provisions of the Securities Act, until the sooner to occur of the expiration of a two-year period following the date of this Agreement and the sale of all of the Registrable Shares covered by the Registration Statement; (ii) notify the Seller, (A) when the Registration Statement becomes effective, (B) when the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed, and in the case of a post-effective amendment, when the same becomes effective, (C) of any request by the Commission for any amendment of or supplement to the Registration Statement or any Prospectus relating thereto or for additional information and (D) of the entry of any stop order suspending the effectiveness of such Registration Statement or of the initiation of any proceedings for that purpose; (iii) furnish to the Seller a conformed copy of the Registration Statement as declared effective by the Commission and of each post- effective amendment thereto, and such number of copies of the final Prospectus and of each supplement thereto as may reasonably be required to facilitate the distribution of the Registrable Shares included in such Registration Statement; (iv) register or qualify the Registrable Shares covered by the Registration Statement under the securities or blue sky laws of such jurisdictions in the United States as the Seller shall reasonably request, and do any and all other acts and things which may be necessary to enable the Seller to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration Statement; provided, -------- however, that the Company shall in no event be required to qualify to ------- do business as a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of such jurisdiction, to execute or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such Registration Statement, or to subject itself to taxation in any jurisdiction where it has not theretofore done so; and (v) cause the Common Stock issuable upon conversion of the Registrable Shares, when so issued, to be listed on the principal exchange or exchanges or qualified for trading on the principal over- the-counter market on which the Common Stock is then listed or traded. (b) Notwithstanding anything to the contrary contained herein, if at any time after the filing of the Registration Statement or after it is declared effective by the Commission, the Company determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such time, then the Company may require the suspension by the Seller of the distribution of any of the Registrable Shares by giving notice to the Seller. Any such notice need not specify the reasons for such suspension if the Company determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until the Company has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the Seller, the Company's obligations under Section 2(a), if the Registration Statement has not become effective, or under Section 4(a)(i), if the Registration Statement has become effective, will be suspended. In the event of a suspension pursuant to this Section 4(b) during any Sale Period, then upon notice from the Company that such suspension is no longer in effect, the Seller may recommence distribution of Registrable Shares for a number of days equal to the number of days during such Sale Period in which such suspension was in effect. (c) The Company's obligations under this Agreement shall be conditioned upon the Seller's compliance with the following: (i) the Seller shall cooperate with the Company in connection with the preparation of the Registration Statement, and for so long as the Company is obligated to keep the Registration Statement effective, the Seller will provide to the Company, in writing, for use in the Registration Statement, all information regarding the Seller and such other information as may be necessary to enable the Company to prepare the Registration and Prospectus covering the Registrable Shares and to maintain the currency and effectiveness thereof; (ii) the Seller shall permit the Company, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller proposes to participate; (iii) the Seller shall enter into such agreements with the Company and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv) during such time as the Seller may be engaged in a distribution of the Registrable Shares, the Seller will comply with all applicable laws including but not limited to Rules 10b-6 and 10b-7 promulgated under the Exchange Act and pursuant thereto will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Shares owned by the Seller solely in the manner described in the Registration Statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to or through whom the Registrable Shares may be offered, or to the offeree if an offer is made directly by the Seller, such copies of the Prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offeree; and (D) not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities of the Company other than as permitted under the Exchange Act; (v) at least ten (10) days prior to any distribution of Registrable Shares, the Seller will advise the Company in writing of the dates on which the distribution will commence and terminate, the number of the Registrable Shares to be sold, the terms and the manner of sale (including, to the extent applicable, the purchase price, the name of any underwriter, agent or broker-dealer to or through whom such distribution is being made, and the amount of any selling commissions or other items constituting compensation to such underwriter, agent or broker-dealer) and the number of shares of TCI Preferred Stock that will be owned beneficially by the Seller after giving effect to such sale; and (vi) on notice from the Company of the happening of any of the events specified in clauses (B), (C) or (D) of Section 4(a)(ii), or that, as set forth in Section 4(b), it requires the suspension by the Seller of the distribution of any of the Registrable Shares, then the Seller shall cease offering or distributing the Registrable Shares until such time as the Company notifies the Seller that offering and distribution of the Registrable Shares may recommence.

Obligations with Respect to Registration. (a) In connection with If and whenever GCI is obligated by the Company's obligations under Section 2(a) hereof provisions of this Agreement to effect the registration of the any Registrable Shares under the Securities Act, the Company shallGCI shall promptly: (i) subject to Section 4(b), use its diligent efforts to cause the Registration Statement to remain effective, and prepare Prepare and file with the Commission any amendments and supplements to the Registration Statement and to the Prospectus prospectus used in connection therewith as may be necessary to keep the Prospectus current Registration Statement effective and in compliance in all material respects to comply with the provisions of the Securities Act, until the sooner to occur of the expiration of a two-year period following the date of this Agreement Act and the sale rules and regulations promulgated thereunder with respect to the disposition of all of the Registrable Shares covered by the Registration StatementStatement for the period required to effect the distribution of such Registrable Shares. However, in no event shall GCI be required to do so (i) in the case of a Registration Statement filed pursuant to Section 1, for a period of more than thirty-six (36) months following the effective date of the Registration Statement and (ii) in the case of a Registration Statement filed pursuant to Section 2, for a period exceeding the greater of (A) the period required to effect the distribution of securities for GCI's account and (B) the period during which GCI is required to keep such Registration Statement in effect for the benefit of selling security holders other than the Selling Holders; (ii) notify Notify the SellerSelling Holders and their underwriter, and confirm such advice in writing, (A) when the a Registration Statement becomes effective, (B) when the filing of a any post-effective amendment to the a Registration Statement or supplement to the Prospectus is required, when the same is filed, and in the case of a post-effective amendment, when the same becomes effective, and (C) of any request by the Commission for additional information or for any amendment of or supplement to the a Registration Statement or any Prospectus prospectus relating thereto or for additional information and (D) of the entry of any stop order suspending the effectiveness of such Registration Statement or of the initiation of any proceedings for that purposethereto; (iii) furnish Furnish, at Selling Holders' expense, to the Seller a conformed copy of the Registration Statement as declared effective by the Commission and of each post- effective amendment thereto, and Selling Holders such number of copies of a preliminary, final, supplemental or amended prospectus, in conformity with the final Prospectus requirements of the Securities Act and of each supplement thereto the rules and regulations promulgated thereunder, as may reasonably be required in order to facilitate the distribution disposition of the Registrable Shares included in such Registration Statement; (iv) register or qualify the Registrable Shares covered by a Registration Statement, but only while GCI is required under the provisions hereof to cause a Registration Statement to remain effective; and (iv) Register or qualify at GCI's expense the Registrable Shares covered by a Registration Statement under the such other securities or blue sky laws of such jurisdictions in the United States as the Seller Selling Holders shall reasonably request, and do any and all other acts and things which may be necessary to enable the Seller each Selling Holder whose Registrable Shares are covered by such Registration Statement to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration Statement; providedShares. Provided, -------- however, that the Company GCI shall in no event be required to qualify to ------- do business as a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform amend its capitalization articles of incorporation or to change the composition of its assets at the time to conform with the securities or blue sky laws of such jurisdiction, to execute or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such the Registration Statement, Statement or to subject itself to taxation in any jurisdiction where it has not theretofore therefore done so; and (v) cause the Common Stock issuable upon conversion of the Registrable Shares, when so issued, to be listed on the principal exchange or exchanges or qualified for trading on the principal over- the-counter market on which the Common Stock is then listed or traded. (b) Notwithstanding anything to the contrary contained herein, if at any time after the filing of the Registration Statement or after it is declared effective by the Commission, the Company determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such time, then the Company may require the suspension by the Seller of the distribution of any of the Registrable Shares by giving notice to the Seller. Any such notice need not specify the reasons for such suspension if the Company determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until the Company has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the Seller, the Company's obligations under Section 2(a), if the Registration Statement has not become effective, or under Section 4(a)(i), if the Registration Statement has become effective, will be suspended. In the event of a suspension pursuant to this Section 4(b) during any Sale Period, then upon notice from the Company that such suspension is no longer in effect, the Seller may recommence distribution of Registrable Shares for a number of days equal to the number of days during such Sale Period in which such suspension was in effect. (c) The CompanyGCI's obligations under this Agreement with respect to the Selling Holder shall be conditioned upon the SellerSelling Holder's compliance with the following: (i) the Seller Such Selling Holder shall cooperate with the Company GCI in connection with the preparation of the Registration Statement, and for so long as the Company GCI is obligated to file and keep effective the Registration Statement effectiveStatement, the Seller will shall provide to the CompanyGCI, in writing, for use in the Registration Statement, all such information regarding the Seller Selling Holder and such other information its plan of distribution of the Registrable Shares as may be necessary to enable the Company GCI to prepare the Registration Statement and Prospectus prospectus covering the Registrable Shares and Shares, to maintain the currency and effectiveness thereofthereof and otherwise to comply with all applicable requirements of law in connection therewith; (ii) the Seller shall permit the Company, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller proposes to participate; (iii) the Seller shall enter into such agreements with the Company and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv) during During such time as the Seller Selling Holder may be engaged in a distribution of the Registrable Registration Shares, the Seller will such Selling Holder shall comply with all applicable laws including but not limited to Rules 10b-2, 10b-6 and 10b-7 promulgated under the Exchange Act and pursuant thereto willit shall, among other things: (A) not engage in any stabilization activity in connection with the GCI's securities of the Company in contravention of such rules; (B) distribute the Registrable Shares owned by the Seller solely in the manner described in the Registration Statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to or broker through whom the Registrable Shares may be offered, or to the offeree if an offer is not made directly by the Sellerthrough a broker, such copies of the Prospectus (as amended prospectus covering the Registrable Shares and supplemented to such date) any amendment or supplement thereto and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offereelaw; and (D) not bid for or purchase any GCI securities of the Company or attempt to induce any person to purchase any GCI securities of the Company other than as permitted under the Exchange Act;; and (viii) If the Registration Statement provides for a Shelf Offering, then at least ten (10) business days prior to any distribution of the Registrable Shares, any Selling Holder who is an "affiliated purchaser" (as defined in Rule 10b-6 promulgated under the Seller will Exchange Act) of GCI shall advise the Company GCI in writing of the dates date on which the distribution by such Selling Holder will commence and terminatecommence, the number of the Registrable Shares to be sold, the terms sold and the manner of sale sale. Such Selling Holder also shall inform GCI when each distribution of such Registrable Shares is over. (including, c) Notwithstanding anything to the extent applicablecontrary in this Agreement, if at any time after the purchase pricefiling of a Registration Statement or after it is declared effective by the Commission, GCI determines, in its reasonable business judgment, that such registration and the name offering of Registrable Shares covered by such registration could materially interfere with or otherwise materially adversely affect any financing, acquisition, corporate reorganization or other material transaction or development involving GCI or any of its Affiliates or require GCI to disclose matters that otherwise would not be required to be disclosed at such time, then GCI may require the suspension by Sellers of the Distribution of any underwriterRegistrable Shares for a reasonable period of time, agent but not in excess of fifteen (15) consecutive Business Days (a "Blackout Period"), by giving notice to Sellers. Any such notice need not specify the reasons for such suspension if GCI determines, in its reasonable business judgment, that doing so would materially interfere with or broker-dealer materially adversely affect such transaction or development or would result in the disclosure of material nonpublic information. In the event that such notice is given, then until GCI has determined, in its reasonable business judgment, that such registration and distribution would no longer materially interfere with the matters disclosed in the preceding sentence and has given notice thereof to or through whom such distribution is being madeSellers, GCI's obligations under Sections 1 and the amount of any selling commissions or other items constituting compensation to such underwriter2 will be suspended. No more than four (4) Blackout Periods may occur, agent or broker-dealer) and the number of shares days included in all Blackout Periods may not exceed forty-five (45) Business Days, in any period of TCI Preferred Stock twelve (12) consecutive calendar months. In the event of a suspension pursuant to this Section, then upon notice from GCI that such suspension is no longer in effect, Sellers may recommence distribution of Registrable Shares. GCI will give notice to Sellers of the commencement and the termination of any Blackout Period. Each Blackout Period will begin and end when the applicable notice is given (unless it earlier terminates pursuant to the terms hereof). The time period mentioned in Section 5(i) will be owned beneficially extended by the Seller after giving effect to such sale; and (vi) on notice from the Company number of the happening of any of the events specified days included in clauses (B), (C) or (D) of Section 4(a)(ii), or that, as set forth in Section 4(b), it requires the suspension by the Seller of all Blackout Periods during which the distribution of any of the Registrable Shares, then the Seller shall cease offering or distributing the Registrable Shares until such time as the Company notifies the Seller that offering and distribution of the Registrable Shares may recommenceby Sellers under an applicable Registration Statement has been suspended.

Obligations with Respect to Registration. (a) In connection with the Company's obligations under Section 2(a) hereof to effect the registration of the Registrable Shares under the Securities ActCompany pursuant to Section 2 hereof, and subject to Section 3 hereof, the Company shall: (i) subject to Section 4(b), use its diligent efforts to cause the Registration Statement to remain effective, and prepare and file with the Commission any amendments and supplements to the Registration Statement; provided, however, that before filing the Registration Statement and the related Prospectus or any amendments thereto the Company shall afford Xxxxxxx an opportunity to the Prospectus used in connection therewith as may be necessary to keep the Prospectus current and in compliance in all material respects with the provisions of the Securities Act, until the sooner to occur of the expiration of a two-year period following the date of this Agreement and the sale of all of the Registrable Shares covered by review copies thereof. The Company shall not file the Registration StatementStatement or any amendments thereto if Xxxxxxx shall reasonably object on a timely basis; (ii) notify Xxxxxxx (A) of the Sellerreceipt of any comments from the Commission on the Registration Statement prior to its becoming effective, and the Company's responses thereto, (AB) when the Registration Statement becomes effective, (BC) when the filing of a post-effective amendment to the Registration Statement or a supplement to the Prospectus is required, when the same is filed, and in the case of a post-effective amendment, when the same becomes effective, (CD) of any request by the Commission or any state securities authority for any amendment of or supplement to the Registration Statement or any the Prospectus relating thereto or for additional information and information, (DE) of the entry of any stop order suspending the effectiveness of such the Registration Statement or of the initiation of any proceedings for that purpose, (F) of the happening of any event or the failure of any event to occur or the discover of any facts or otherwise that makes any statement made in the Registration Statement or the Prospectus relating thereto untrue in any material respect or that causes such Registration Statement or Prospectus to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (G) of the reasonable determination by the Company that a post-effective amendment to the Registration Statement would be appropriate; (iii) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement as soon as reasonably practicable; (iv) furnish to the Seller Xxxxxxx a conformed copy of the Registration Statement as declared effective by the Commission and of each post- post-effective amendment thereto, and such number of copies of the final Prospectus and of each supplement thereto as may reasonably be required to facilitate the distribution of the Registrable Shares included by Xxxxxxx in such accordance with the methods of distribution described in the Registration Statement; (ivv) cooperate with Xxxxxxx to facilitate the timely preparation and delivery of certificates representing Registrable Shares to be sold under the Registration Statement and not bearing any restrictive legends and in such denominations and registered in such names as Xxxxxxx may reasonably request at least one Business Days prior to the closing of any sale of Registrable Shares by Xxxxxxx pursuant to the Registration Statement; (vi) prepare, as soon as reasonably practicable, an appropriate post-effective amendment to the Registration Statement or a supplement to the related Prospectus or file a Form 8-K or other report that will be incorporated by reference into the Prospectus so that, following the occurrence of any circumstance requiring such a filing, the Prospectus included in the Registration Statement, as thereafter delivered to the purchasers of Registrable Shares, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vii) make generally available to its security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of the 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year), commencing on the first day of the first fiscal quarter of the company after the effective date of the Registration Statement, which statements shall cover said 12-month period; (viii) register or qualify the Registrable Shares covered by the Registration Statement under the securities or blue sky laws of such up to five jurisdictions in the United States as the Seller shall reasonably requestdesignated by Xxxxxxx, and do any and all other acts and things which may be necessary to enable the Seller Xxxxxxx to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration Statement; provided, -------- however, that the Company shall in no event be required to qualify to ------- do business as a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of such jurisdiction, to execute or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such Registration Statement, or to subject itself to taxation in any jurisdiction where it has not theretofore done so; and; (vix) cause the Common Stock issuable upon conversion of Registrable Shares covered by the Registrable Shares, when so issued, Registration Statement to be listed on the principal exchange or exchanges or qualified for trading on the principal over- over-the-counter market on which the shares of Common Stock is are then listed or tradedtraded upon the sale of Registrable Shares pursuant to the Registration Statement; and (x) otherwise comply with applicable rules and regulations of the Commission and use its commercially reasonable efforts to take such other actions as may be required to permit unrestricted sales of Registrable Shares under the Registration Statement in accordance with the methods of distribution described therein. (b) Notwithstanding anything to the contrary contained herein, if at any time after the filing of the Registration Statement or after it is declared effective by the Commission, the Company determines, in its reasonable business judgment, that such registration and the offering could of Registrable Shares thereunder would require the Company to disclose matters that otherwise would not be required to be disclosed at such time, and such disclosure would interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such timeCompany, then the obligation of the Company under Section 2(a)(ii) or 2(a)(iii), as the case may require be, shall be suspended upon the giving of notice to Xxxxxxx of such suspension; provided, however, that any such suspension shall not last more than 90 days, or past the date on which any Quarterly Report on Form 10-Q or Annual Report on Form 10-K is filed by the Seller Company, following the giving of the distribution of any of the Registrable Shares by giving notice to the Sellersuch notice. Any such notice need not specify the reasons for such suspension if the Company determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until the Company has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the Seller, the Company's obligations under Section 2(a), if the Registration Statement has not become effective, or under Section 4(a)(i), if the Registration Statement has become effective, will be suspended. In the event of a suspension pursuant to this Section 4(b) during any Sale Period, then upon notice from the Company that such suspension is no longer in effect), the Seller may recommence distribution of Registrable Shares for one-year period referred to in Section 2(a)(iii)(y) will be extended by a number of days equal to the total number of days during such Sale Period in for which such the suspension of the Company's obligations under Section 2(a)(ii) or 2(a)(iii), as the case may be, was in effect. (c) The Company's obligations under this Agreement to Xxxxxxx shall be conditioned upon the Seller's compliance by Xxxxxxx with the following: (i1) the Seller Xxxxxxx shall cooperate with the Company in connection with the preparation of the Registration StatementStatement and related Prospectus and, and for so long as the Company is obligated to keep the Registration Statement effective, the Seller will Xxxxxxx shall provide to the Company, in writing, for use in the Registration StatementStatement and the Prospectus, all information regarding the Seller Xxxxxxx and such other information as may be necessary reasonably required to enable the Company to prepare the Registration Statement and Prospectus covering the Registrable Shares and to maintain the currency and effectiveness thereof; (ii) the Seller shall permit the Company, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller proposes to participate; (iii) the Seller shall enter into such agreements with the Company and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv2) during such time as the Seller Xxxxxxx may be engaged in a distribution of the Registrable Shares, the Seller will Xxxxxxx shall comply with all applicable laws including laws, including, but not limited to Rules 10b-6 and 10b-7 to, Regulation M promulgated by the Commission under the Exchange Act and pursuant thereto will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Shares owned by the Seller solely in the manner described in the Registration Statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to or through whom the Registrable Shares may be offered, or to the offeree if an offer is made directly by the Seller, such copies of the Prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offeree; and (D) not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities of the Company other than as permitted under the Exchange Act; (v) at least ten (10) days prior to any distribution of Registrable Shares, the Seller will advise the Company in writing of the dates on which the distribution will commence and terminate, the number of the Registrable Shares to be sold, the terms and the manner of sale (including, to the extent applicable, the purchase price, the name of any underwriter, agent or broker-dealer to or through whom such distribution is being made, and the amount of any selling commissions or other items constituting compensation to such underwriter, agent or broker-dealer) and the number of shares of TCI Preferred Stock that will be owned beneficially by the Seller after giving effect to such sale; and (vi) on notice from the Company of the happening of any of the events specified in clauses (B), (C) or (D) of Section 4(a)(ii), or that, as set forth in Section 4(b), it requires the suspension by the Seller of the distribution of any of the Registrable Shares, then the Seller shall cease offering or distributing the Registrable Shares until such time as the Company notifies the Seller that offering and distribution of the Registrable Shares may recommence.

Obligations with Respect to Registration. (a) In connection with If and whenever Newco is obligated by the Company's obligations under Section 2(a) hereof provisions of this Agreement to effect the registration of the any Registrable Shares under the Securities Act, the Company Newco shall, as expeditiously as possible: (i) subject prepare and file with the Commission a Registration Statement on an appropriate registration form of the Commission for the disposition of such Registrable Shares in accordance with the intended method of disposition thereof, and such Registration Statement shall comply as to Section 4(b)form in all material respects with the requirements of the applicable form and include all financial statements required by the Commission to be filed therewith, and Newco shall use its diligent reasonable best efforts to cause the such Registration Statement to become and remain effectiveeffective (provided, however, that before filing a Registration Statement or prospectus or any amendments or supplements thereto, or comparable statements under securities or blue sky laws of any jurisdiction, Newco will furnish to one counsel for the Selling Stockholders participating in the planned offering and the underwriters, if any, copies of all such documents proposed to be filed (including all exhibits thereto), which documents will be subject to the reasonable review and reasonable comment of such counsel, and Newco shall not file any Registration Statement or amendment thereto or any prospectus or supplement thereto to which the holders of a majority of the Registrable Shares covered by such Registration Statement or the underwriters, if any, shall reasonably object in writing); (ii) prepare and file with the Commission any amendments and supplements to the Registration Statement and to the Prospectus prospectus used in connection therewith as may be necessary to keep the Prospectus current Registration Statement effective and in compliance in all material respects to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Shares covered by the Registration Statement for the period required to effect the distribution of such Registrable Shares, but in no event shall Newco be required to do so for a period of more than 180 days following the effective date of the Registration Statement other than a Shelf Offering and for a Shelf Offering, the earlier of (A) the date the offering is completed and (B) two years following the effective date of the Shelf Offering; (iii) furnish at Newco's expense to the Selling Stockholders such number of copies of the Registration Statement and any preliminary, final, supplemental or amended prospectus, in conformity with the requirements of the Securities Act, until as may reasonably be requested by the sooner Selling Stockholders in order to occur of facilitate the expiration of a two-year period following the date of this Agreement and the sale of all disposition of the Registrable Shares covered by the Registration Statement; (ii) notify the Seller, (A) when the Registration Statement becomes effective, (B) when the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed, and in the case of a post-effective amendment, when the same becomes effective, (C) of any request by the Commission for any amendment of or supplement to the Registration Statement or any Prospectus relating thereto or for additional information and (D) of the entry of any stop order suspending the effectiveness of such Registration Statement or of the initiation of any proceedings for that purpose; (iii) furnish to the Seller a conformed copy of the Registration Statement as declared effective by the Commission and of each post- effective amendment thereto, and such number of copies of the final Prospectus and of each supplement thereto as may reasonably be required to facilitate the distribution of the Registrable Shares included in such Registration Statement, but only while Newco is required under the provisions hereof to cause a Registration Statement to remain effective; (iv) register or qualify the Registrable Shares covered by the a Registration Statement under the such other securities or blue sky laws of such jurisdictions in the United States and Canada as the Seller Selling Stockholders shall reasonably request, and do any and all other acts and things which may be necessary to enable the Seller each Selling Stockholder whose Registrable Shares are covered by such Registration Statement to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration StatementShares; provided, -------- however, that the Company Newco shall in no event be required to qualify to ------- do business as a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform its capitalization or the composition of its assets at the time to the securities or and blue sky laws of such jurisdiction, to execute exercise or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such the Registration Statement, or to subject itself to taxation taxation, in each case in any jurisdiction where it has not theretofore done so; (v) promptly notify each Selling Stockholder covered by such Registration Statement and each managing underwriter, if any: (A) when the Registration Statement, any pre-effective amendment, the prospectus or any prospectus supplement related thereto or post-effective amendment to the Registration Statement has been filed and, with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (B) of any request by the Commission or state or provincial securities authority for amendments or supplements to the Registration Statement or the prospectus related thereto or for additional information; (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (D) of the receipt by Newco of any notification with respect to the suspension of the qualification of any Registrable Shares for sale under the securities or blue sky laws of any jurisdiction or the initiation of any proceeding for such purpose; (E) of the existence of any fact of which Newco becomes aware which results in the Registration Statement, the prospectus related thereto or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading; and (F) if at any time the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects; and, if the notification relates to an event described in clause (E), Newco shall promptly prepare and furnish to each such Selling Stockholder and each underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vi) comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as reasonably practicable after the effective date of the Registration Statement (and in any event within 16 months thereafter), an earnings statement (which need not be audited) covering the period of at least twelve consecutive months beginning with the first day of Newco's first calendar quarter after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 (or any successor rule) thereunder; (vii) enter into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as the holders of a majority of the Registrable Shares participating in such offering shall reasonably request in order to expedite or facilitate the disposition of such Registrable Shares. The holders of the Registrable Shares which are to be distributed by such underwriters shall be parties to such underwriting agreement and may, at their option, require that Newco make to and for the benefit of such Selling Stockholders the representations, warranties and covenants of Newco which are being made to and for the benefit of such underwriters; (viii) obtain an opinion from Newco's counsel and a "cold comfort" letter from Newco's independent public accountants in customary form and covering such matters as are customarily covered by such opinions and "cold comfort" letters delivered to underwriters in underwritten public offerings, which opinion and letter shall be reasonably satisfactory to the underwriter, if any, and to the Selling Stockholders, and furnish to each Selling Stockholder and to each underwriter, if any, a copy of such opinion and letter addressed to such Selling Stockholder or underwriter; (ix) deliver promptly to each Selling Stockholder and each underwriter, if any, copies of all correspondence between the Commission and Newco, its counsel or auditors, make reasonably available for inspection by any Selling Stockholder of such Registrable Shares covered by such Registration Statement, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by any such Selling Stockholder or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of Newco, and cause all of Newco's officers, directors and employees to supply all information reasonably requested by any such Selling Stockholder, underwriter, attorney, accountant or agent in connection with such Registration Statement; (x) use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement; (xi) promptly prior to the filing of any document which is to be incorporated by reference into the Registration Statement or the prospectus (after the initial filing of such Registration Statement) provide copies of such document to counsel for the Selling Stockholders and to each managing underwriter, if any, and make Newco's representatives reasonably available for discussion of such document and make such changes in such document concerning the Selling Stockholders prior to the filing thereof as counsel for such Selling Stockholders or underwriters may reasonably request; (xii) furnish to each Selling Stockholder and managing underwriter, if any, without charge, at least one signed copy of the Registration Statement and any post-effective amendments thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference); (xiii) cooperate with the Selling Stockholders and managing underwriters, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Shares to be sold, and cause such Registrable Shares to be issued in such denominations and registered in such names in accordance with the underwriting agreement prior to any sale of Registrable Shares to the underwriters or, if not an underwritten offering, in accordance with the instructions of the Selling Stockholders at least three business days prior to any sale of Registrable Shares and instruct any transfer agent and registrar of Registrable Shares to release any stop transfer orders in respect thereof; (xiv) comply in all respects with Regulation M of the Exchange Act (as defined below), and any successor rules and regulations to Regulation M ("Regulation M"), during any distribution of Registrable Shares pursuant to this Agreement; and (vxv) cause the Common Stock issuable upon conversion of the such Registrable Shares, when so issued, Shares covered by a Registration Statement to be listed on the principal exchange or exchanges or qualified for trading on (including the principal over- the-counter market Nasdaq Stock Market) on which the Newco Common Stock is then listed or traded. (b) Notwithstanding anything to upon the contrary contained herein, if at any time after the filing sale of the Registration Statement or after it is declared effective by the Commission, the Company determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such time, then the Company may require the suspension by the Seller of the distribution of any of the Registrable Shares by giving notice to the Seller. Any such notice need not specify the reasons for such suspension if the Company determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until the Company has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the Seller, the Company's obligations under Section 2(a), if the Registration Statement has not become effective, or under Section 4(a)(i), if the Registration Statement has become effective, will be suspended. In the event of a suspension pursuant to this Section 4(b) during any Sale Period, then upon notice from the Company that such suspension is no longer in effect, the Seller may recommence distribution of Registrable Shares for a number of days equal to the number of days during such Sale Period in which such suspension was in effect. (c) The Company's obligations under this Agreement shall be conditioned upon the Seller's compliance with the following: (i) the Seller shall cooperate with the Company in connection with the preparation of the Registration Statement, and for so long as the Company is obligated to keep the Registration Statement effective, the Seller will provide to the Company, in writing, for use in the Registration Statement, all information regarding the Seller and such other information as may be necessary to enable the Company to prepare the Registration and Prospectus covering the Registrable Shares and to maintain the currency and effectiveness thereof; (ii) the Seller shall permit the Company, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller proposes to participate; (iii) the Seller shall enter into such agreements with the Company and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv) during such time as the Seller may be engaged in a distribution of the Registrable Shares, the Seller will comply with all applicable laws including but not limited to Rules 10b-6 and 10b-7 promulgated under the Exchange Act and pursuant thereto will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Shares owned by the Seller solely in the manner described in the Registration Statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to or through whom the Registrable Shares may be offered, or to the offeree if an offer is made directly by the Seller, such copies of the Prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offeree; and (D) not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities of the Company other than as permitted under the Exchange Act; (v) at least ten (10) days prior to any distribution of Registrable Shares, the Seller will advise the Company in writing of the dates on which the distribution will commence and terminate, the number of the Registrable Shares to be sold, the terms and the manner of sale (including, to the extent applicable, the purchase price, the name of any underwriter, agent or broker-dealer to or through whom such distribution is being made, and the amount of any selling commissions or other items constituting compensation to such underwriter, agent or broker-dealer) and the number of shares of TCI Preferred Stock that will be owned beneficially by the Seller after giving effect to such sale; and (vi) on notice from the Company of the happening of any of the events specified in clauses (B), (C) or (D) of Section 4(a)(ii), or that, as set forth in Section 4(b), it requires the suspension by the Seller of the distribution of any of the Registrable Shares, then the Seller shall cease offering or distributing the Registrable Shares until such time as the Company notifies the Seller that offering and distribution of the Registrable Shares may recommence.

Obligations with Respect to Registration. (a) In connection with the CompanyPartnership's obligations under Section 2(a) 2.1 hereof to effect the registration of the Registrable Shares Securities under the Securities Act, the Company Partnership shall: (i) subject to Section 4(b2.3(b), use its diligent commercially reasonable efforts to cause the Registration Statement to remain effective, and prepare and file with the Commission any amendments and supplements to the Registration Statement and to the Prospectus used in connection therewith as may be necessary to keep the Prospectus current and in compliance in all material respects with the provisions of the Securities Act, until the sooner earlier to occur of (A) the expiration of a two-year period following the date of this Agreement and or (B) the sale of all of the Registrable Shares Securities covered by the Registration Statement; (ii) notify the Sellereach Holder, (A) when the Registration Statement becomes effective, (B) when the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed, and in the case of a post-effective amendment, when the same becomes effective, (CB) of any request by the Commission for any amendment of or supplement to the Registration Statement or any Prospectus relating thereto or for additional information and (DC) of the entry of any stop order suspending the effectiveness of such Registration Statement or of the initiation of any proceedings for that purpose; (iii) furnish to the Seller each Holder a conformed copy of the Registration Statement as declared effective by the Commission and of each post- post-effective amendment thereto, and such number of copies of the final Prospectus and of each supplement thereto as may reasonably be required to facilitate the distribution of the Registrable Shares Securities included in such Registration Statement; (iv) register or qualify the Registrable Shares Securities covered by the Registration Statement under the such other securities or blue sky Blue Sky laws of such jurisdictions in as shall be reasonably requested by the United States as the Seller shall reasonably request, and do any and all other acts and things which may be necessary to enable the Seller to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration StatementHolders; provided, -------- however, provided that the Company Partnership shall in no event not be required in connection therewith or as a condition thereto to qualify to ------- do business as or to file a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of such jurisdiction, to execute or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such Registration Statement, or to subject itself to taxation in any jurisdiction where it has not theretofore done so; and (v) cause the Common Stock issuable upon conversion of the Registrable Shares, when so issued, to be listed on the principal exchange such states or exchanges or qualified for trading on the principal over- the-counter market on which the Common Stock is then listed or tradedjurisdictions. (b) Notwithstanding anything to the contrary contained herein, if at any time after the filing of the Registration Statement or after it is declared effective by the CommissionStatement, the Company Partnership determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company Partnership or any of its affiliates or require the Company Partnership to disclose matters that otherwise would not be required to be disclosed at such time, then the Company Partnership may require suspend the suspension by the Seller Holders' use of any Prospectus which is a part of the distribution Registration Statement (in which event the Holders shall discontinue sales of any of Registrable Securities pursuant to the Registrable Shares Registration Statement) by giving notice to the SellerHolders. Any such notice need not specify the reasons for such suspension if the Company Partnership determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until the Company Partnership has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the SellerHolders, the CompanyPartnership's obligations under Section 2(a), if the Registration Statement has not become effective, or under Section 4(a)(i), if the Registration Statement has become effective, 2.3(a)(i) will be suspended. In the event of a suspension pursuant to this Section 4(b) during any Sale Period2.3(b), then upon notice from the Company Partnership that such suspension is no longer in effect, the Seller Holders may recommence distribution of Registrable Shares for a number of days equal Securities. Notwithstanding anything to the number of contrary contained herein, in no event shall any suspension under this Section 2.3(b) exceed sixty (60) days during such Sale Period in which such suspension was any one hundred eighty (180)-day period or ninety (90) days in effectany 365 day period. (c) The CompanyPartnership's obligations under this Agreement shall be conditioned upon the Seller's Holders' compliance with the following: (i) the Seller each Holder shall cooperate with the Company Partnership in connection with the preparation of the Registration Statement, and for so long as the Company Partnership is obligated to keep the Registration Statement effective, the Seller such Holder will provide to the CompanyPartnership, in writing, for use in the Registration Statement, all information regarding the Seller and such other information Holder as may be necessary to enable the Company Partnership to prepare the Registration Statement and Prospectus covering the Registrable Shares Securities and to maintain the currency and effectiveness thereof; (ii) the Seller each Holder shall permit the CompanyPartnership, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller such Holder proposes to participate; (iii) the Seller each Holder shall enter into such agreements with the Company Partnership and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv) during such time as the Seller may be engaged in a distribution of the Registrable Shares, the Seller will comply with all applicable laws including but not limited to Rules 10b-6 and 10b-7 promulgated under the Exchange Act and pursuant thereto will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Shares owned by the Seller solely in the manner described in the Registration Statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to or through whom the Registrable Shares may be offered, or to the offeree if an offer is made directly by the Seller, such copies of the Prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offeree; and (D) not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities of the Company other than as permitted under the Exchange Act; (v) at least ten (10) days prior to any distribution of Registrable Shares, the Seller will advise the Company in writing of the dates on which the distribution will commence and terminate, the number of the Registrable Shares to be sold, the terms and the manner of sale (including, to the extent applicable, the purchase price, the name of any underwriter, agent or broker-dealer to or through whom such distribution is being made, and the amount of any selling commissions or other items constituting compensation to such underwriter, agent or broker-dealer) and the number of shares of TCI Preferred Stock that will be owned beneficially by the Seller after giving effect to such salesecurityholders; and (viiv) on notice from the Company Partnership of the happening of any of the events specified in clauses (BA), (CB) or (DC) of Section 4(a)(ii2.3(a)(ii), or that, as set forth in Section 4(b2.3(b), it requires the suspension by the Seller Holders of the distribution of any of the Registrable SharesSecurities, then the Seller Holders shall cease offering or distributing the Registrable Shares Securities until such time as the Company Partnership notifies the Seller Holders that offering and distribution of the Registrable Shares Securities may recommence; provided, however, nothing contained herein shall in any way limit the ability of the Holders to sell Registrable Securities in a private offering in which such Registrable Securities may be sold in compliance with the Securities Act without registration. (d) Notwithstanding any other provision of this Agreement, no Holder shall be entitled to (i) "demand" rights or similar rights that would require the Partnership to effect an Underwritten Offering of Registrable Securities on such Holder's behalf or (ii) "piggyback" or similar rights that would require the Partnership to allow such Holder to include Registrable Securities in an Underwritten Offering undertaken by the Partnership.

Obligations with Respect to Registration. (a) In connection with Whenever the Company's obligations under Section 2(a) hereof Company is obligated by the provisions of this Agreement to effect the registration of the any Registrable Shares under the Securities Act, the Company shall: (i) subject to Section 4(b), use its diligent commercially reasonable efforts to cause the applicable Registration Statement to remain effective, and to prepare and file with the Commission any amendments and supplements to the Registration Statement and to the Prospectus used in connection therewith as may be necessary to keep the Registration Statement and the Prospectus current and in compliance in all material respects with the provisions of the Securities Act, until the sooner to occur of the expiration of a two-year period following the date of this Agreement and (A) the sale of all of the Registrable Shares covered by such Registration Statement in accordance with the intended methods of distribution thereof or (B) the one hundred twentieth (120th) day following the effective date of such Registration Statement; (ii) promptly notify the Seller, (A) when the Registration Statement becomes effective, (B) when the filing each Selling Stockholder of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed, and in the case of a post-effective amendment, when the same becomes effective, (C) of any request by the Commission for any amendment of or supplement to the Registration Statement or any Prospectus relating thereto or for additional information and (D) of the entry of any stop order suspending the effectiveness of such Registration Statement or of the initiation of any proceedings for that purpose; (iii) furnish to the Seller a conformed copy of the Registration Statement as declared effective by the Commission and of each post- effective amendment thereto, and such number of copies of the final Prospectus and of each supplement thereto as may reasonably be required to facilitate the distribution of the Registrable Shares included in such Registration Statement; (iv) register or qualify the Registrable Shares covered by the Registration Statement under the securities or blue sky laws of such jurisdictions in the United States as the Seller shall reasonably request, and do any and all other acts and things which may be necessary to enable the Seller to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration Statement; provided, -------- however, that the Company shall in no event be required to qualify to ------- do business as a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of such jurisdiction, to execute or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such Registration Statement, Statement of the effectiveness thereof and of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to subject itself to taxation in any jurisdiction where remove it has not theretofore done so; and (v) cause the Common Stock issuable upon conversion if entered and promptly notify such Selling Stockholder of the Registrable Shares, when so issued, to be listed on the principal exchange such lifting or exchanges or qualified for trading on the principal over- the-counter market on which the Common Stock is then listed or traded. (b) Notwithstanding anything to the contrary contained herein, if at any time after the filing withdrawal of the Registration Statement or after it is declared effective by the Commission, the Company determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such time, then the Company may require the suspension by the Seller of the distribution of any of the Registrable Shares by giving notice to the Seller. Any such notice need not specify the reasons for such suspension if the Company determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until the Company has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the Seller, the Company's obligations under Section 2(a), if the Registration Statement has not become effective, or under Section 4(a)(i), if the Registration Statement has become effective, will be suspended. In the event of a suspension pursuant to this Section 4(b) during any Sale Period, then upon notice from the Company that such suspension is no longer in effect, the Seller may recommence distribution of Registrable Shares for a number of days equal to the number of days during such Sale Period in which such suspension was in effect. (c) The Company's obligations under this Agreement shall be conditioned upon the Seller's compliance with the following: (i) the Seller shall cooperate with the Company in connection with the preparation of the Registration Statement, and for so long as the Company is obligated to keep the Registration Statement effective, the Seller will provide to the Company, in writing, for use in the Registration Statement, all information regarding the Seller and such other information as may be necessary to enable the Company to prepare the Registration and Prospectus covering the Registrable Shares and to maintain the currency and effectiveness thereof; (ii) the Seller shall permit the Company, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller proposes to participateorder; (iii) promptly notify each Selling Stockholder holding Registrable Shares covered by the Seller shall enter into such agreements with applicable Registration Statement at any time when a Prospectus relating thereto is required to be delivered under the Company and any underwriterSecurities Act, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv) during such time as the Seller may be engaged in a distribution of the occurrence of an event requiring the preparation of a supplement or amendment to such Prospectus so that, as thereafter delivered to the purchasers of such Registrable Shares, the Seller such Prospectus will comply with all applicable laws including but not limited to Rules 10b-6 and 10b-7 promulgated under the Exchange Act and pursuant thereto will, among other things: (A) not engage in any stabilization activity in connection with the securities contain an untrue statement of the Company in contravention of such rules; (B) distribute the Shares owned by the Seller solely in the manner described in the Registration Statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to or through whom the Registrable Shares may be offered, or to the offeree if an offer is made directly by the Seller, such copies of the Prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offeree; and (D) not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities of the Company other than as permitted under the Exchange Act; (v) at least ten (10) days prior to any distribution of Registrable Shares, the Seller will advise the Company in writing of the dates on which the distribution will commence and terminate, the number of the Registrable Shares to be sold, the terms and the manner of sale (including, to the extent applicable, the purchase price, the name of any underwriter, agent or broker-dealer to or through whom such distribution is being made, and the amount of any selling commissions or other items constituting compensation to such underwriter, agent or broker-dealer) and the number of shares of TCI Preferred Stock that will be owned beneficially by the Seller after giving effect to such sale; and (vi) on notice from the Company of the happening of any of the events specified in clauses (B), (C) or (D) of Section 4(a)(ii), or that, as set forth in Section 4(b), it requires the suspension by the Seller of the distribution of any of the Registrable Shares, then the Seller shall cease offering or distributing the Registrable Shares until such time as the Company notifies the Seller that offering and distribution of the Registrable Shares may recommence.a material fact or

Obligations with Respect to Registration. (a) In connection with the Company's obligations under Section 2(a) hereof to effect the registration of the Registrable Shares under the Securities ActCompany pursuant to Section 2 hereof, the Company shall: (i) subject to Section 4(b), use its diligent efforts to cause the Registration Statement to remain effective, and prepare and file with the Commission any amendments and supplements to the Registration Statement; provided, however, that before filing the Registration Statement and to the related Prospectus used in connection therewith or any amendments thereto the Company shall afford the Stockholders Representative (as may be necessary to keep the Prospectus current and in compliance in all material respects with the provisions representative of the Securities Act, until the sooner Selling Stockholders) and Special Counsel an opportunity to occur of the expiration of a two-year period following the date of this Agreement and the sale of all of the Registrable Shares covered by review copies thereof. The Company shall not file the Registration StatementStatement or any amendments thereto if the Stockholders Representative or Special Counsel shall reasonably object on a timely basis; (ii) notify the SellerStockholders Representative (as representative of the Selling Stockholders) and Special Counsel (A) of the receipt of any comments from the Commission on the Registration Statement prior to its becoming effective, and the Company's responses thereto, (AB) when the Registration Statement becomes effective, (BC) when the filing of a post-effective amendment to the Registration Statement or a supplement to the Prospectus is required, when the same is filed, and in the case of a post-effective amendment, when the same becomes effective, (CD) of any request by the Commission or any state securities authority for any amendment of or supplement to the Registration Statement or any the Prospectus relating thereto or for additional information and information, (DE) of the entry of any stop order suspending the effectiveness of such the Registration Statement or of the initiation of any proceedings for that purpose, (F) of the happening of any event or the failure of any event to occur or the discovery of any facts or otherwise that makes any statement made in the Registration Statement or the Prospectus relating thereto untrue in any material respect or that causes such Registration Statement or Prospectus to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (G) of the reasonable determination by the Company that a post-effective amendment to the Registration Statement would be appropriate; (iii) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement as soon as reasonably practicable; (iv) furnish to the Seller Stockholders Representative (as representative of the Selling Stockholders) and Special Counsel a conformed copy of the Registration Statement as declared effective by the Commission and of each post- post-effective amendment thereto, and such number of copies of the final Prospectus and of each supplement thereto as may reasonably be required to facilitate the distribution of the Registrable Shares included by the Selling Stockholders in such accordance with the methods of distribution described in the Registration Statement; (ivv) cooperate with the Selling Stockholders to facilitate the timely preparation and delivery of certificates representing Registrable Shares to be sold under the Registration Statement and not bearing any restrictive legends and in such denominations and registered in such names as any Selling Stockholder may reasonably request at least one Business Days prior to the closing of any sale of Registrable Shares by such Selling Stockholder pursuant to the Registration Statement; (vi) prepare and file, as soon as reasonably practicable, an appropriate post-effective amendment to the Registration Statement or a supplement to the related Prospectus or file a Form 8-K or other report that will be incorporated by reference into the Prospectus so that, following the occurrence of any circumstance requiring such a filing, the Prospectus included in the Registration Statement, as thereafter delivered to the purchasers of Registrable Shares, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vii) make generally available to its securityholders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of the 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year), commencing on the first day of the first fiscal quarter of the Company after the effective date of the Registration Statement, which statements shall cover said 12-month period; (viii) register or qualify the Registrable Shares covered by the Registration Statement under the such securities or blue sky laws of such jurisdictions in the United States as may be requested by the Seller shall reasonably requestStockholders Representative, and do any and all other acts and things which may be necessary to enable the Seller Selling Stockholders to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration Statement; provided, -------- however, that the Company shall in no event be required to qualify to ------- do business as a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of such jurisdiction, to execute or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such Registration Statement, or to subject itself to taxation in any jurisdiction where it has not theretofore done so; and; (vix) cause the Common Stock issuable upon conversion of Registrable Shares covered by the Registrable Shares, when so issued, Registration Statement to be listed on the principal exchange or exchanges or qualified for trading on the principal over- over-the-counter market on which the shares of Common Stock is are then listed or tradedtraded upon the sale of Registrable Shares pursuant to the Registration Statement; and (x) otherwise comply with applicable rules and regulations of the Commission and use its commercially reasonable efforts to take such other actions as may be required to permit unrestricted sales of Registrable Shares under the Registration Statement in accordance with the methods of distribution described therein. (b) Notwithstanding anything to the contrary contained herein, if at any time after the filing of the Registration Statement or after it is declared effective by the Commission, the Company determines, in its reasonable business judgment, that such registration and the offering could of Registrable Shares thereunder would require the Company to disclose matters, that otherwise would not be required to be disclosed at such time, and such disclosure would interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such timeCompany, then the Company may require the suspension by the Seller obligation of the distribution Company under Section 2(a)(ii) or 2(a)(iii), as the case may be, shall be suspended upon the giving of any of the Registrable Shares by giving notice to the SellerStockholders Representative of such suspension; provided, however, that any such suspension shall not last more than 30 days, or past the date on which any Quarterly Report on Form 10-Q or Annual Report on Form 10-K is filed by the Company, following the giving of such notice. Any such notice need not specify the reasons for such suspension if the Company determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until the Company has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the Seller, the Company's obligations under Section 2(a), if the Registration Statement has not become effective, or under Section 4(a)(i), if the Registration Statement has become effective, will be suspended. In the event of a suspension pursuant to this Section 4(b) during any Sale Period, then upon notice from the Company that such suspension is no longer in effect3(b), the Seller may recommence distribution of Registrable Shares for one-year period referred to in Section 2(a)(iii)(y) will be extended by a number of days equal to the total number of days during such Sale Period in for which such the suspension of the Company's obligations under Section 2(a)(ii) or 2(a)(iii), as the case may be, was in effect. (c) The Company's obligations under this Agreement to the Selling Stockholders shall be conditioned upon the Seller's compliance by the Selling Stockholders with the following: (i1) the Seller Selling Stockholders shall cooperate with the Company in connection with the preparation of the Registration StatementStatement and related Prospectus and, and for so long as the Company is obligated to keep the Registration Statement effective, the Seller will Selling Stockholders shall provide to the Company, in writing, for use in the Registration StatementStatement and the Prospectus, all information regarding the Seller Selling Stockholders and such other information as may be necessary reasonably required to enable the Company to prepare the Registration Statement and Prospectus covering the Registrable Shares and to maintain the currency and effectiveness thereof; (ii) the Seller shall permit the Company, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller proposes to participate; (iii) the Seller shall enter into such agreements with the Company and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv2) during such time as the Seller Selling Stockholders may be engaged in a distribution of the Registrable Shares, the Seller will Selling Stockholders shall comply with all applicable laws including laws, including, but not limited to Rules 10b-6 and 10b-7 to, Regulation M promulgated by the Commission under the Exchange Act and pursuant thereto will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Registrable Shares owned by the Seller solely in the manner described in the Registration Statement; and (C) cause to be furnished to each underwriter, agent or broker-dealer to or through whom the Registrable Shares may be offered, or to the offeree if an offer is made directly by the Seller, such copies of the Prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offeree; and (D) not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities of the Company other than as permitted under the Exchange Act; (v3) at least ten (10) days one Business Day prior to any distribution by a Selling Stockholder of Registrable Shares, the Seller will such Selling Stockholder shall advise the Company in writing of the dates on which the distribution will commence and and, to the best knowledge of such Selling Stockholders at that time, the date on which the distribution will terminate, the number of the Registrable Shares to be sold, the terms and the manner of sale (including, to the extent applicable, the purchase price, the name of any underwriter, agent or broker-dealer to or through whom such distribution is being made, and the amount of any selling commissions or other items constituting compensation to such underwriter, agent or broker-dealer) and the number of shares of TCI Preferred Common Stock that will be owned beneficially by the Seller such Selling Stockholders after giving effect to such sale; and; (vi4) on notice from the Company of the happening of any of the events specified in clauses (BC), (CD), (E), (F) or (DG) of Section 4(a)(ii3(a)(ii), or that, as set forth in Section 4(b), it requires the suspension by the Seller of the distribution of any of the Registrable Shares, then the Seller Selling Stockholders shall cease offering or distributing the Registrable Shares until such time as the Company notifies the Seller Selling Stockholders that offering and distribution of the Registrable Shares may recommence; and (5) on notice from the Company that (x) it is about to effect a primary public offering of shares of Common Stock and (y) the managing underwriter(s) for such offering have so requested in writing, then each Selling Stockholder who, as of the date such notice is given, owns in excess of 5% of the issued and outstanding shares of Common Stock of the Company shall cease offering or distributing any of such shares (including Registrable Shares owned by such Selling Stockholders) during the 7 days prior to, and during the 30-day period beginning on, the effective date of the registration statement for such primary public offering.

Obligations with Respect to Registration. (a) In connection with the Company's obligations under Section 2(a) hereof to effect the registration of the Registrable Shares under the Securities ActCompany pursuant to Section 2 hereof, the Company shall: (i) subject to Section 4(b), use its diligent efforts to cause the Registration Statement to remain effective, and prepare and file with the Commission any amendments and supplements to the Registration Statement and to the Prospectus used in connection therewith as may be necessary to keep the Prospectus current and in compliance in all material respects with the provisions of the Securities Act, until the sooner to occur of the expiration of a two-year period following the date of this Agreement and the sale of all of the Registrable Shares covered by the Registration Statement; (ii) notify the SellerSelling Stockholders, (A) when the Registration Statement becomes effective, (B) when the filing of a post-effective amendment to the Registration Statement or a supplement to the Prospectus is required, when the same is filed, and in the case of a post-effective amendment, when the same becomes effective, (C) of any request by the Commission or any state securities authority for any amendment of or supplement to the Registration Statement or any the Prospectus relating thereto or for additional information and information, (D) of the entry of any stop order suspending the effectiveness of such the Registration Statement or of the initiation of any proceedings for that purpose, (E) of the happening of any event or the failure of any event to occur or the discovery of any facts or otherwise that makes any statement made in the Registration Statement or the Prospectus relating thereto untrue in any material respect or that causes such Registration Statement or Prospectus to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (F) of the reasonable determination by the Company that a post-effective amendment to the Registration Statement would be appropriate; (iii) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement as soon as reasonably practicable; (iv) furnish to the Seller Selling Stockholders, upon request, a conformed copy of the Registration Statement as declared effective by the Commission and of each post- post-effective amendment thereto, and such number of copies of the final Prospectus and of each supplement thereto as may reasonably be required to facilitate the distribution of the Registrable Shares included by the Selling Stockholders in such accordance with the methods of distribution described in the Registration Statement; (ivv) prepare, as soon as reasonably practicable, an appropriate post-effective amendment to the Registration Statement or a supplement to the related Prospectus or file a Form 8-K or other report that will be incorporated by reference into the Prospectus so that, following the occurrence of any circumstance requiring such a filing, the Prospectus included in the Registration Statement, as thereafter delivered to the purchasers of Registrable Shares, will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vi) make generally available to its securityholders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of the 12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year), commencing on the first day of the first fiscal quarter of the Company after the effective date of the Registration Statement, which statements shall cover said 12-month period; (vii) register or qualify the Registrable Shares covered by the Registration Statement under the securities or blue sky laws of such jurisdictions in the United States as reasonably requested by the Seller shall reasonably requestSelling Stockholders, and do any and all other acts and things which may be necessary to enable the Seller Selling Stockholders to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration Statement; provided, -------- however, that the Company shall in no event be required to qualify to ------- do business as a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of such jurisdiction, to execute or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such Registration Statement, or to subject itself to taxation in any jurisdiction where it has not theretofore done so; and (vviii) cause the Common Stock issuable upon conversion of Registrable Shares covered by the Registrable Shares, when so issued, Registration Statement to be listed on the principal exchange or exchanges or qualified for trading on the principal over- over-the-counter market on which the shares of Common Stock is are then listed or tradedtraded upon the sale of Registrable Shares pursuant to the Registration Statement. (b) Notwithstanding anything to the contrary contained herein, if at any time after the filing of the Registration Statement or after it is declared effective by the Commission, the Company determines, in its reasonable business judgment, that such registration and the offering could of Registrable Shares thereunder would require the Company to disclose matters, that otherwise would not be required to be disclosed at such time, and such disclosure would interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such timeCompany, then the Company may require the suspension by the Seller obligation of the distribution Company under Section 2(a)(ii) or 2(a)(iii), as the case may be, shall be suspended upon the giving of any of the Registrable Shares by giving notice to the SellerSelling Stockholders of such suspension; provided, however, that any such suspension shall not last more than 180 days, or past the date on which any Quarterly Report on Form 10-Q or Annual Report on Form 10-K is filed by the Company, following the giving of such notice. Any such notice need not specify the reasons for such suspension if the Company determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until the Company has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the Seller, the Company's obligations under Section 2(a), if the Registration Statement has not become effective, or under Section 4(a)(i), if the Registration Statement has become effective, will be suspended. In the event of a suspension pursuant to this Section 4(b) during any Sale Period, then upon notice from the Company that such suspension is no longer in effect, the Seller may recommence distribution of Registrable Shares for a number of days equal to the number of days during such Sale Period in which such suspension was in effect. (c) The Company's obligations under this Agreement to the Selling Stockholders shall be conditioned upon the Seller's compliance by the Selling Stockholders with the following: (i1) the Seller Selling Stockholders shall cooperate with the Company in connection with the preparation of the Registration StatementStatement and related Prospectus and, and for so long as the Company is obligated to keep the Registration Statement effective, the Seller will Selling Stockholders shall provide to the Company, in writing, for use in the Registration StatementStatement and the Prospectus, all information regarding the Seller Selling Stockholders and such other information as may be necessary reasonably required to enable the Company to prepare the Registration Statement and Prospectus covering the Registrable Shares and to maintain the currency and effectiveness thereof; (ii) the Seller shall permit the Company, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller proposes to participate; (iii) the Seller shall enter into such agreements with the Company and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv2) during such time as the Seller Selling Stockholders may be engaged in a distribution of the Registrable Shares, the Seller will Selling Stockholders shall comply with all applicable laws including laws, including, but not limited to Rules 10b-6 and 10b-7 to, Regulation M promulgated by the Commission under the Exchange Act and pursuant thereto will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Registrable Shares owned by the Seller solely in the manner described in the Registration Statement; and (C) cause to be furnished to each underwriter, agent or broker-dealer to or through whom the Registrable Shares may be offered, or to the offeree if an offer is made directly by the Seller, such copies of the Prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offeree; and (D) not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities of the Company other than as permitted under the Exchange Act; (v3) at least ten (10) days three Business Days prior to any distribution by a Selling Stockholder of Registrable Shares, the Seller will such Selling Stockholder shall advise the Company in writing of the dates on which the distribution will commence and terminateand, to the best knowledge of such Selling Stockholders at that time, the date on which the distribution will terminate (which shall not be later than 30 days after such notice is given), the number of the Registrable Shares to be sold, the terms and the manner of sale (including, to the extent applicable, the purchase price, the name of any underwriter, agent or broker-dealer to or through whom such distribution is being made, and the amount of any selling commissions or other items constituting compensation to such underwriter, agent or broker-dealer) and the number of shares of TCI Preferred Common Stock that will be owned beneficially by the Seller such Selling Stockholders after giving effect to such sale; andsale (the notice referred to above shall be effective for no more than 30 days and any distribution made after the termination of such 30-day period shall require a new notice); (vi4) on notice from the Company of the happening of any of the events specified in clauses (B), (C), (D), (E) or (DF) of Section 4(a)(ii3(a)(ii), or that, as set forth in Section 4(b), it requires the suspension by the Seller of the distribution of any of the Registrable Shares, then the Seller Selling Stockholders shall cease offering or distributing the Registrable Shares until such time as the Company notifies the Seller Selling Stockholders that offering and distribution of the Registrable Shares may recommence; and (5) on notice from the Company that (x) it is about to effect a public offering of shares of Common Stock and (y) the managing underwriter(s) for such offering have so requested in writing, then each Selling Stockholder who, as of the date such notice is given, owns in excess of 1% of the issued and outstanding shares of Common Stock of the Company shall cease offering or distributing any of such shares (including Registrable Shares owned by such Selling Stockholders) during the 7 days prior to, and during the 30-day period beginning on, the effective date of the registration statement for such public offering.

Obligations with Respect to Registration. (a) In connection with the Company's obligations under Section 2(a) hereof to effect the registration of the Registrable Shares under the Securities ActHIE Common Stock pursuant to this Agreement, the Company HIE shall: (i) subject to Section 4(b), use its diligent efforts to cause the Registration Statement to remain effective, and Promptly prepare and file with the Commission any amendments (including post-effective amendments) and supplements to the Registration Statement and to the Prospectus used in connection therewith prospectus included therein (the "Prospectus") as may be necessary to keep the Prospectus such Registration Statement continuously current and in compliance in all material respects effective and to comply with the provisions of the Securities Act, until Act and the sooner rules and regulations promulgated thereunder with respect to occur the disposition of all HIE Common Stock covered by such Registration Statement for a period to expire upon the expiration earlier of a two-(a) one year period following the Closing Date or (b) the date of this Agreement and the sale of that all of the Registrable Shares shares of HIE Common Stock covered by the Registration StatementStatement have been sold by the Shareholders; (ii) notify Notify the SellerShareholders and confirm such advice in writing, (Aw) when the such Registration Statement becomes effective, (Bx) when the filing of a any post-effective amendment to the such Registration Statement or supplement to the Prospectus is required, when the same is filedfiled and, and in the case of a post-effective amendment, when the same becomes effective, (Cy) of any request by the Commission for any amendment of or supplement to the such Registration Statement or any the Prospectus relating thereto or for additional information and (Dz) of the entry of any stop order suspending the effectiveness of such Registration Statement or of the initiation of any proceedings for that purpose, and, if such stop order shall be entered, HIE shall use its best efforts promptly to obtain the lifting thereof; (iii) furnish Furnish at HIE's expense to the Seller Shareholders (x) at a reasonable time prior to the filing thereof with the Commission a copy of the Registration Statement in the form in which HIE proposes to file the same; not later than one day prior to the filing thereof, a copy of any amendment (including any post-effective amendment) to such Registration Statement; and promptly following the effectiveness thereof, a conformed copy of the Registration Statement as declared effective by the Commission and of each post- post-effective amendment thereto, including financial statements and all exhibits and reports incorporated therein by reference, and (y) such number of copies of the preliminary, any amended preliminary, and final Prospectus and of each post-effective amendment or supplement thereto thereto, as may reasonably be required in order to facilitate the distribution disposition of the Registrable Shares included in HIE Common Stock covered by such Registration StatementStatement in conformity with the requirements of the Securities Act and the rules and regulations promulgated thereunder, but only while HIE is required under the provisions hereof to cause the Registration Statement to remain effective; (iv) Use all reasonable efforts to register or and qualify the Registrable Shares HIE Common Stock covered by the Registration Statement under the securities or blue sky laws of such jurisdictions in the United States as the Seller shall reasonably request, and do any and all other acts and things which may be necessary to enable the Seller to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration Statement; provided, -------- however, that the Company shall in no event be required to qualify to ------- do business as a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of such jurisdiction, to execute or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such Registration Statement, or to subject itself to taxation in any jurisdiction where it has not theretofore done so; and (v) cause the Common Stock issuable upon conversion of the Registrable Shares, when so issued, to be listed on the principal exchange or exchanges or qualified for trading on the principal over- the-counter market on which the Common Stock is then listed or traded. (b) Notwithstanding anything to the contrary contained herein, if at any time after the filing of the Registration Statement or after it is declared effective by the Commission, the Company determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such time, then the Company may require the suspension by the Seller of the distribution of any of the Registrable Shares by giving notice to the Seller. Any such notice need not specify the reasons for such suspension if the Company determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until the Company has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the Seller, the Company's obligations under Section 2(a), if the Registration Statement has not become effective, or under Section 4(a)(i), if the Registration Statement has become effective, will be suspended. In the event of a suspension pursuant to this Section 4(b) during any Sale Period, then upon notice from the Company that such suspension is no longer in effect, the Seller may recommence distribution of Registrable Shares for a number of days equal to the number of days during such Sale Period in which such suspension was in effect. (c) The Company's obligations under this Agreement shall be conditioned upon the Seller's compliance with the following: (i) the Seller shall cooperate with the Company in connection with the preparation of the Registration Statement, and for so long as the Company is obligated to keep the Registration Statement effective, the Seller will provide to the Company, in writing, for use in the Registration Statement, all information regarding the Seller and such other information as may be necessary to enable the Company to prepare the Registration and Prospectus covering the Registrable Shares and to maintain the currency and effectiveness thereof; (ii) the Seller shall permit the Company, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller proposes to participate; (iii) the Seller shall enter into such agreements with the Company and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv) during such time as the Seller may be engaged in a distribution of the Registrable Shares, the Seller will comply with all applicable laws including but not limited to Rules 10b-6 and 10b-7 promulgated under the Exchange Act and pursuant thereto will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Shares owned by the Seller solely in the manner described in the Registration Statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to or through whom the Registrable Shares may be offered, or to the offeree if an offer is made directly by the Seller, such copies of the Prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offeree; and (D) not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities of the Company other than as permitted under the Exchange Act; (v) at least ten (10) days prior to any distribution of Registrable Shares, the Seller will advise the Company in writing of the dates on which the distribution will commence and terminate, the number of the Registrable Shares to be sold, the terms and the manner of sale (including, to the extent applicable, the purchase price, the name of any underwriter, agent or broker-dealer to or through whom such distribution is being made, and the amount of any selling commissions or other items constituting compensation to such underwriter, agent or broker-dealer) and the number of shares of TCI Preferred Stock that will be owned beneficially by the Seller after giving effect to such sale; and (vi) on notice from the Company of the happening of any of the events specified in clauses (B), (C) or (D) of Section 4(a)(ii), or that, as set forth in Section 4(b), it requires the suspension by the Seller of the distribution of any of the Registrable Shares, then the Seller shall cease offering or distributing the Registrable Shares until such time as the Company notifies the Seller that offering and distribution of the Registrable Shares may recommence.of

Obligations with Respect to Registration. (a) In connection with If and whenever GCI is obligated by the Company's obligations under Section 2(a) hereof provisions of this Agreement to effect the registration of the any Registrable Shares under the Securities Act, the Company shallGCI shall promptly: (i) subject to Section 4(b), use its diligent efforts to cause the Registration Statement to remain effective, and prepare Prepare and file with the Commission any amendments and supplements to the Registration Statement and to the Prospectus prospectus used in connection therewith as may be necessary to keep the Prospectus current Registration Statement effective and in compliance in all material respects to comply with the provisions of the Securities Act, until the sooner to occur of the expiration of a two-year period following the date of this Agreement Act and the sale rules and regulations promulgated thereunder with respect to the disposition of all of the Registrable Shares covered by the Registration Statement for the period required to effect the distribution of such Registrable Shares. However, in no event shall GCI be required to do so (i) in the case of the first Registration Statement filed pursuant to Section 1, for a period of more than two (2) years following the effective date of that Registration Statement; (ii) in the case of any subsequent Registration Statement filed pursuant to Section 1, for a period of more than one hundred eighty (180) days following the effective date of the Registration Statement; and (iii) in the case of a Registration Statement filed pursuant to Section 2, for a period exceeding the greater of (A) the period required to effect the distribution of securities for GCI's account and (B) the period during which GCI is required to keep such Registration Statement in effect for the benefit of selling security holders other than the Selling Holders; (ii) notify Notify the SellerSelling Holders and their underwriter, and confirm such advice in writing, (A) when the a Registration Statement becomes effective, (B) when the filing of a any post-effective amendment to the a Registration Statement or supplement to the Prospectus is required, when the same is filed, and in the case of a post-effective amendment, when the same becomes effective, and (C) of any request by the Commission for additional information or for any amendment of or supplement to the a Registration Statement or any Prospectus prospectus relating thereto or for additional information and (D) of the entry of any stop order suspending the effectiveness of such Registration Statement or of the initiation of any proceedings for that purposethereto; (iii) furnish Furnish at Selling Holders expense to the Seller a conformed copy of the Registration Statement as declared effective by the Commission and of each post- effective amendment thereto, and Selling Holders such number of copies of a preliminary, final, supplemental or amended prospectus, in conformity with the final Prospectus requirements of the Securities Act and of each supplement thereto the rules and regulations promulgated thereunder, as may reasonably be required in order to facilitate the distribution disposition of the Registrable Shares included in such Registration Statement; (iv) register or qualify the Registrable Shares covered by a Registration Statement, but only while GCI is required under the provisions hereof to cause a Registration Statement to remain effective; and (iv) Register or qualify at GCI's expense the Registrable Shares covered by a Registration Statement under the such other securities or blue sky laws of such jurisdictions in the United States as the Seller Selling Holders shall reasonably request, and do any and all other acts and things which may be necessary to enable the Seller each Selling Holder whose Registrable Shares are covered by such Registration Statement to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration Statement; providedShares. Provided, -------- however, that the Company GCI shall in no event be required to qualify to ------- do business as a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform amend its capitalization articles of incorporation or to change the composition of its assets at the time to conform with the securities or blue sky laws of such jurisdiction, to execute or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such the Registration Statement, Statement or to subject itself to taxation in any jurisdiction where it has not theretofore therefore done so; and (v) cause the Common Stock issuable upon conversion of the Registrable Shares, when so issued, to be listed on the principal exchange or exchanges or qualified for trading on the principal over- the-counter market on which the Common Stock is then listed or traded. (b) Notwithstanding anything to the contrary contained herein, if at any time after the filing of the Registration Statement or after it is declared effective by the Commission, the Company determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such time, then the Company may require the suspension by the Seller of the distribution of any of the Registrable Shares by giving notice to the Seller. Any such notice need not specify the reasons for such suspension if the Company determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until the Company has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the Seller, the Company's obligations under Section 2(a), if the Registration Statement has not become effective, or under Section 4(a)(i), if the Registration Statement has become effective, will be suspended. In the event of a suspension pursuant to this Section 4(b) during any Sale Period, then upon notice from the Company that such suspension is no longer in effect, the Seller may recommence distribution of Registrable Shares for a number of days equal to the number of days during such Sale Period in which such suspension was in effect. (c) The CompanyGCI's obligations under this Agreement with respect to the Selling Holder shall be conditioned upon the SellerSelling Holder's compliance with the following: (i) the Seller Such Selling Holder shall cooperate with the Company GCI in connection with the preparation of the Registration Statement, and for so long as the Company GCI is obligated to file and keep effective the Registration Statement effectiveStatement, the Seller will shall provide to the CompanyGCI, in writing, for use in the Registration Statement, all such information regarding the Seller Selling Holder and such other information its plan of distribution of the Registrable Shares as may be necessary to enable the Company GCI to prepare the Registration Statement and Prospectus prospectus covering the Registrable Shares and Shares, to maintain the currency and effectiveness thereofthereof and otherwise to comply with all applicable requirements of law in connection therewith; (ii) the Seller shall permit the Company, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller proposes to participate; (iii) the Seller shall enter into such agreements with the Company and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv) during During such time as the Seller Selling Holder may be engaged in a distribution of the Registrable Shares, the Seller will such Selling Holder shall comply with all applicable laws including but not limited to Rules 10b-2, 10b-6 and 10b-7 promulgated under the Exchange Act and pursuant thereto willit shall, among other things: (A) not engage in any stabilization activity in connection with the GCI's securities of the Company in contravention of such rules; (B) distribute the Registrable Shares owned by the Seller solely in the manner described in the Registration Statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to or broker through whom the Registrable Shares may be offered, or to the offeree if an offer is not made directly by the Sellerthrough a broker, such copies of the Prospectus (as amended prospectus covering the Registrable Shares and supplemented to such date) any amendment or supplement thereto and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offereelaw; and (D) not bid for or purchase any GCI securities of the Company or attempt to induce any person to purchase any GCI securities of the Company other than as permitted under the Exchange Act;; and (viii) If the Registration Statement provides for a Shelf Offering, then at least ten (10) business days prior to any distribution of the Registrable Shares, any Selling Holder who is an "affiliated purchaser" (as defined in Rule 10b-6 promulgated under the Seller will Exchange Act) of GCI shall advise the Company GCI in writing of the dates date on which the distribution by such Selling Holder will commence and terminatecommence, the number of the Registrable Shares to be sold, the terms sold and the manner of sale (including, to the extent applicable, the purchase price, the name of any underwriter, agent or broker-dealer to or through whom such distribution is being made, and the amount of any selling commissions or other items constituting compensation to such underwriter, agent or broker-dealer) and the number of shares of TCI Preferred Stock that will be owned beneficially by the Seller after giving effect to such sale; and (vi) on notice from the Company of the happening of any of the events specified in clauses (B), (C) or (D) of Section 4(a)(ii), or that, as set forth in Section 4(b), it requires the suspension by the Seller of the . Such Selling Holder also shall inform GCI when each distribution of any of the Registrable Shares, then the Seller shall cease offering or distributing the such Registrable Shares until such time as the Company notifies the Seller that offering and distribution of the Registrable Shares may recommenceis over.

Obligations with Respect to Registration. (a) In connection with If and whenever GCI is obligated by the Company's obligations under Section 2(a) hereof provisions of this Agreement to effect the registration of the any Registrable Shares under the Securities Act, the Company shallGCI shall promptly: (i) subject Prepare and file with the Commission a registration statement with respect to Section 4(b), such Registrable Shares and use its diligent reasonable commercial efforts to cause the Registration Statement such registration statement to remain become effective, and prepare provided that before filing a registration statement, or prospectus or any amendment or supplement thereto, GCI will furnish to counsel selected by the holders of a majority of the Registrable Shares covered by such registration statement copies of all such statements proposed to be filed, which documents shall be subject to the review of such counsel; (ii) Prepare and file with the Commission any amendments and supplements to the Registration Statement and to the Prospectus prospectus used in connection therewith as may be necessary to keep the Prospectus current Registration Statement effective and in compliance in all material respects to comply with the provisions of the Securities Act, until the sooner to occur of the expiration of a two-year period following the date of this Agreement Act and the sale rules and regulations promulgated thereunder with respect to the disposition of all of the Registrable Shares covered by the Registration StatementStatement for the period required to effect the distribution of such Registrable Shares, but in no event shall GCI be required to do so (i) in the case of a Registration Statement filed pursuant to Section 1, for a period of more than two hundred seventy (270) days following the effective date of the Registration Statement and (ii) in the case of a Registration Statement filed pursuant to Section 2, for a period exceeding the greater of (A) the period required to effect the distribution of securities for GCI’s account and (B) the period during which GCI is required to keep such Registration Statement in effect for the benefit of selling security holders other than the Selling Holders; (iiiii) notify Notify the SellerSelling Holders and their underwriter, and confirm such advice in writing, (A) when the a Registration Statement becomes effective, (B) when the filing of a any post-effective amendment to the a Registration Statement or supplement to the Prospectus is required, when the same is filed, and in the case of a post-effective amendment, when the same becomes effective, and (C) of any request by the Commission for additional information or for any amendment of or supplement to the a Registration Statement or any Prospectus prospectus relating thereto or for additional information and (D) of the entry of any stop order suspending the effectiveness of such Registration Statement or of the initiation of any proceedings for that purposethereto; (iiiiv) furnish Furnish at GCI's expense to the Seller a conformed copy of the Registration Statement as declared effective by the Commission and of each post- effective amendment thereto, and Selling Holders such number of copies of a preliminary, final, supplemental or amended prospectus, in conformity with the final Prospectus requirements of the Securities Act and of each supplement thereto the rules and regulations promulgated thereunder, as may reasonably be required in order to facilitate the distribution disposition of the Registrable Shares included in such Registration Statement; (iv) register or qualify the Registrable Shares covered by a Registration Statement, but only while GCI is required under the provisions hereof to cause a Registration Statement to remain effective; and (v) Register or qualify at GCI's expense the Registrable Shares covered by a Registration Statement under the such other securities or blue sky laws of such jurisdictions in the United States as the Seller Selling Holders shall reasonably request, and do any and all other acts and things which may be necessary to enable the Seller each Selling Holder whose Registrable Shares are covered by such Registration Statement to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration StatementShares; provided, -------- however, that the Company GCI shall in no event be required to qualify to ------- do business as a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform amend its capitalization articles of incorporation or to change the composition of its assets at the time to conform with the securities or blue sky laws of such jurisdiction, to execute or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such the Registration Statement, Statement or to subject itself to taxation in any jurisdiction where it has not theretofore therefore done so. (vi) Notify each Holder of Registrable Shares, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading, and, at the request of any such seller, GCI will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to purchasers of Registrable Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (vii) Cause all such Registrable Shares to be listed on each securities exchange on which similar securities issued by GCI are then listed and to be qualified for trading on each system on which similar securities issued by GCI are from time to time qualified; (viii) Provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of such registration statement and thereafter maintain such a transfer agent and registrar; (ix) Enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the shares of Registrable Shares being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Shares; (x) Make available for inspection by any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and properties of GCI, and cause GCI’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such underwriter, attorney, accountant or agent in connection with such registration statement; (xi) Otherwise use reasonable commercial efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, all earning statements as and when filed with the Commission, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xii) Permit any Holder of Registrable Shares which might be deemed, in the sole and exclusive judgment of such Holder, to be an underwriter or a controlling person of GCI, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material furnished to GCI in writing, which in the reasonable judgment of such holder and its counsel should be included; and (vxiii) cause In the Common Stock issuable upon conversion event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable SharesShares included in such registration statement for sale in any jurisdiction, when so issued, GCI will use reasonable commercial efforts to be listed on promptly obtain the principal exchange or exchanges or qualified for trading on the principal over- the-counter market on which the Common Stock is then listed or tradedwithdrawal of such order. (b) Notwithstanding anything to the contrary contained herein, if at any time after the filing of the Registration Statement or after it is declared effective by the Commission, the Company determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such time, then the Company may require the suspension by the Seller of the distribution of any of the Registrable Shares by giving notice to the Seller. Any such notice need not specify the reasons for such suspension if the Company determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until the Company has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the Seller, the Company's obligations under Section 2(a), if the Registration Statement has not become effective, or under Section 4(a)(i), if the Registration Statement has become effective, will be suspended. In the event of a suspension pursuant to this Section 4(b) during any Sale Period, then upon notice from the Company that such suspension is no longer in effect, the Seller may recommence distribution of Registrable Shares for a number of days equal to the number of days during such Sale Period in which such suspension was in effect. (c) The CompanyGCI's obligations under this Agreement with respect to the Selling Holder shall be conditioned upon the SellerSelling Holder's compliance with the following: (i) the Seller Such Selling Holder shall cooperate with the Company GCI in connection with the preparation of the Registration Statement, and for so long as the Company GCI is obligated to file and keep effective the Registration Statement effectiveStatement, the Seller will shall provide to the CompanyGCI, in writing, for use in the Registration Statement, all such information regarding the Seller Selling Holder and such other information its plan of distribution of the Registrable Shares as may be necessary to enable the Company GCI to prepare the Registration Statement and Prospectus prospectus covering the Registrable Shares and Shares, to maintain the currency and effectiveness thereofthereof and otherwise to comply with all applicable requirements of law in connection therewith; (ii) the Seller shall permit the Company, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller proposes to participate; (iii) the Seller shall enter into such agreements with the Company and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv) during During such time as the Seller Selling Holder may be engaged in a distribution of the Registrable Registration Shares, the Seller will such Selling Holder shall comply with all applicable laws including but not limited to Rules 10b-2, 10b-6 and 10b-7 promulgated under the Exchange Act and pursuant thereto willit shall, among other things: (A) not engage in any stabilization activity in connection with the GCI’s securities of the Company in contravention of such rules; (B) distribute the Registrable Shares owned by the Seller solely in the manner described in the Registration Statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to or broker through whom the Registrable Shares may be offered, or to the offeree if an offer is not made directly by the Sellerthrough a broker, such copies of the Prospectus (as amended prospectus covering the Registrable Shares and supplemented to such date) any amendment or supplement thereto and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offereelaw; and (D) not bid for or purchase any GCI securities of the Company or attempt to induce any person to purchase any GCI securities of the Company other than as permitted under the Exchange Act; (viii) If the Registration Statement provides for a Shelf Offering, then at least ten (10) business days prior to any distribution of the Registrable Shares, any Selling Holder who is an “affiliated purchaser” (as defined in Rule 10b-6 promulgated under the Seller will Exchange Act) of GCI shall advise the Company GCI in writing of the dates date on which the distribution by such Selling Holder will commence and terminatecommence, the number of the Registrable Shares to be sold, the terms sold and the manner of sale sale. Such Selling Holder also shall inform GCI when each distribution of such Registrable Shares is over; and (includingiv) GCI shall not grant any conflicting registration rights to other holders of its shares, to the extent applicable, the purchase price, the name of any underwriter, agent or broker-dealer to or through whom that such distribution is being made, and the amount of any selling commissions or other items constituting compensation to such underwriter, agent or broker-dealer) and the number of shares of TCI Preferred Stock that will be owned beneficially by the Seller after giving effect to such sale; and (vi) on notice rights would prevent Holders from the Company of the happening of any of the events specified in clauses (B), (C) or (D) of Section 4(a)(ii), or that, as set forth in Section 4(b), it requires the suspension by the Seller of the distribution of any of the Registrable Shares, then the Seller shall cease offering or distributing the Registrable Shares until such time as the Company notifies the Seller that offering and distribution of the Registrable Shares may recommencetimely exercising their rights hereunder.

Obligations with Respect to Registration. (a) In connection with If and whenever the Company's obligations under Section 2(a) hereof Company is obligated by the provisions of this Agreement to effect the registration of the any Registrable Shares under the Securities Act, the Company shall: (i) subject to Section 4(b), use its diligent efforts to cause the Registration Statement to remain effective, and prepare and file with the Commission any amendments and supplements to the Registration Statement and to the Prospectus used in connection therewith as may be necessary to keep the Prospectus current and in compliance in all material respects with the provisions of the Securities Act, until (A) in the case of a Shelf Registration Statement, the sooner to occur of the expiration of a two-year period following the date of this Agreement and the sale of all of the Registrable Shares covered by such Shelf Registration Statement, and (B) in the case of any other Registration Statement, the sooner to occur of the sale of all of the Registrable Shares covered by such Registration Statement or the 90th day following the effective date of such Registration Statement; (ii) notify the Seller, (A) when the a Registration Statement becomes effective, (B) when the filing of a post-effective amendment to the a Registration Statement or supplement to the Prospectus is required, when the same is filed, and in the case of a post-effective amendment, when the same becomes effective, (C) of any request by the Commission for any amendment of or supplement to the a Registration Statement or any Prospectus relating thereto or for additional information and (D) of the entry of any stop order suspending the effectiveness of such Registration Statement or of the initiation of any proceedings for that purpose; (iii) furnish to the Seller a conformed copy of the Registration Statement as declared effective by the Commission and of each post- effective amendment thereto, and such number of copies of the final Prospectus and of each supplement thereto as may reasonably be required to facilitate the distribution of the Registrable Shares included in such Registration Statement; (iv) register or qualify the Registrable Shares covered by the a Registration Statement under the securities or blue sky laws of such jurisdictions in the United States as the Seller shall reasonably request, and do any and all other acts and things which may be necessary to enable the Seller to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration Statement; provided, -------- however, that the Company shall in no event be required to qualify to ------- do business as a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of such jurisdiction, to execute or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such Registration Statement, or to subject itself to taxation in any jurisdiction where it has not theretofore done so; and (v) cause the Common Stock issuable upon conversion of the such Registrable Shares, when so issued, Shares covered by a Registration Statement to be listed on the principal exchange or exchanges or qualified for trading on the principal over- over-the-counter market on which the Common Stock is then listed or tradedtraded upon the sale of such Registrable Shares pursuant to such Registration Statement. (b) Notwithstanding anything to the contrary contained herein, if at any time after the filing of the a Registration Statement or after it is declared effective by the Commission, the Company determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such time, then the Company may require the suspension by the Seller of the distribution of any of the Registrable Shares by giving notice to the Seller. Any such notice need not specify the reasons for such suspension if the Company determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until the Company has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the Seller, the Company's obligations under Section 2(a2(b), if the Registration Statement has not become effective, or under Section 4(a)(i), if the Registration Statement has become effective, will be suspended. In the event of a suspension pursuant to this Section 4(b) after a Registration Statement has been declared effective, the ninety-day period of effectiveness of such Registration Statement referred to in Section 4(a)(i) will be extended by a number of days equal to the total number of days for which the distribution of Registrable Shares included in such Registration Statement has been suspended under this Section 4(b). In the case of an effective Shelf Registration Statement, in the event of a suspension pursuant to this Section 4(b) during any Sale Period, then upon notice from the Company that such suspension is no longer in effect, the Seller may recommence distribution of Registrable Shares for a number of days equal to the number of days during such Sale Period in which such suspension was in effect. (c) The Company's obligations under this Agreement shall be conditioned upon the Seller's compliance with the following: (i) the Seller shall cooperate with the Company in connection with the preparation of the Registration Statement, and for so long as the Company is obligated to keep the Registration Statement effective, the Seller will provide to the Company, in writing, for use in the Registration Statement, all information regarding the Seller and such other information as may be necessary to enable the Company to prepare the Registration and Prospectus covering the Registrable Shares and to maintain the currency and effectiveness thereof; (ii) the Seller shall permit the Company, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller proposes to participate; (iii) the Seller shall enter into such agreements with the Company and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv) during such time as the Seller may be engaged in a distribution of the Registrable Shares, the Seller will comply with all applicable laws including but not limited to Rules 10b-6 and 10b-7 promulgated under the Exchange Act and pursuant thereto will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Shares owned by the Seller solely in the manner described in the Registration Statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to or through whom the Registrable Shares may be offered, or to the offeree if an offer is made directly by the Seller, such copies of the Prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offeree; and (D) not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities of the Company other than as permitted under the Exchange Act; (v) other than in the case of an underwritten public offering, at least ten (10) days prior to any distribution of Registrable Shares, the Seller will advise the Company in writing of the dates on which the distribution will commence and terminate, the number of the Registrable Shares to be sold, the terms and the manner of sale (including, to the extent applicable, the purchase price, the name of any underwriter, agent or broker-dealer to or through whom such distribution is being made, and the amount of any selling commissions or other items constituting compensation to such underwriter, agent or broker-dealer) and the number of shares of TCI Preferred Common Stock that will be owned beneficially by the Seller after giving effect to such sale; and (vi) on notice from the Company of the happening of any of the events specified in clauses (B), (C) or (D) of Section 4(a)(ii), or that, as set forth in Section 4(b), it requires the suspension by the Seller of the distribution of any of the Registrable Shares, then the Seller shall cease offering or distributing the Registrable Shares until such time as the Company notifies the Seller that offering and distribution of the Registrable Shares may recommence.

Obligations with Respect to Registration. (a) In connection with the CompanyPartnership's obligations under Section 2(a) 2.1 hereof to effect the registration of the Registrable Shares Securities under the Securities Act, the Company Partnership shall: (i) subject to Section 4(b2.3(b), use its diligent commercially reasonable efforts to cause the Registration Statement to remain effective, and prepare and file with the Commission any amendments and supplements to the Registration Statement and to the Prospectus used in connection therewith as may be necessary to keep the Prospectus current and in compliance in all material respects with the provisions of the Securities Act, until the sooner earlier to occur of (A) the later of (i) the expiration of a two-year period following the date of this Agreement Agreement, or (ii) such time as no Holder is an affiliate of the Partnership within the meaning of Rule 405 of the rules and regulations of the Securities Act, (B) the sale of all of the Registrable Shares Securities covered by the Registration Statement, or (C) the tenth (10th) anniversary of the closing of the Merger; (ii) notify the Sellereach Holder, (A) when the Registration Statement becomes effective, (B) when the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed, and in the case of a post-effective amendment, when the same becomes effective, (CB) of any request by the Commission for any amendment of or supplement to the Registration Statement or any Prospectus relating thereto or for additional information and (DC) of the entry of any stop order suspending the effectiveness of such Registration Statement or of the initiation of any proceedings for that purpose; (iii) furnish to the Seller each Holder a conformed copy of the Registration Statement as declared effective by the Commission and of each post- post-effective amendment thereto, and such number of copies of the final Prospectus and of each supplement thereto as may reasonably be required to facilitate the distribution of the Registrable Shares Securities included in such Registration Statement; (iv) register or qualify the Registrable Shares Securities covered by the Registration Statement under the such other securities or blue sky Blue Sky laws of such jurisdictions in as shall be reasonably requested by the United States as the Seller shall reasonably request, and do any and all other acts and things which may be necessary to enable the Seller to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration StatementHolders; provided, -------- however, provided that the Company Partnership shall in no event not be required in connection therewith or as a condition thereto to qualify to ------- do business as or to file a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of such jurisdiction, to execute or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such Registration Statement, or to subject itself to taxation in any jurisdiction where it has not theretofore done so; and (v) cause the Common Stock issuable upon conversion of the Registrable Shares, when so issued, to be listed on the principal exchange such states or exchanges or qualified for trading on the principal over- the-counter market on which the Common Stock is then listed or tradedjurisdictions. (b) Notwithstanding anything to the contrary contained herein, if at any time after the filing of the Registration Statement or after it is declared effective by the CommissionStatement, the Company Partnership determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company Partnership or any of its affiliates or require the Company Partnership to disclose matters that otherwise would not be required to be disclosed at such time, then the Company Partnership may require suspend the suspension by the Seller Holders' use of any Prospectus which is a part of the distribution Registration Statement (in which event the Holders shall discontinue sales of any of Registrable Securities pursuant to the Registrable Shares Registration Statement) by giving notice to the SellerHolders. Any such notice need not specify the reasons for such suspension if the Company Partnership determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until the Company Partnership has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the SellerHolders, the CompanyPartnership's obligations under Section 2(a), if the Registration Statement has not become effective, or under Section 4(a)(i), if the Registration Statement has become effective, 2.3(a)(i) will be suspended. In the event of a suspension pursuant to this Section 4(b) during any Sale Period2.3(b), then upon notice from the Company Partnership that such suspension is no longer in effect, the Seller Holders may recommence distribution of Registrable Shares for a number of days equal Securities. Notwithstanding anything to the number of contrary contained herein, in no event shall any suspension under this Section 2.3(b) exceed sixty (60) days during such Sale Period in which such suspension was any one hundred eighty (180)-day period or ninety (90) days in effectany 365 day period. (c) The CompanyPartnership's obligations under this Agreement shall be conditioned upon the Seller's Holders' compliance with the following: (i) the Seller each Holder shall cooperate with the Company Partnership in connection with the preparation of the Registration Statement, and for so long as the Company Partnership is obligated to keep the Registration Statement effective, the Seller such Holder will provide to the CompanyPartnership, in writing, for use in the Registration Statement, all information regarding the Seller such Holder and such other information as may be necessary to enable the Company Partnership to prepare the Registration Statement and Prospectus covering the Registrable Shares Securities and to maintain the currency and effectiveness thereof; (ii) the Seller each Holder shall permit the CompanyPartnership, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller such Holder proposes to participate; (iii) the Seller each Holder shall enter into such agreements with the Company Partnership and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv) during such time as the Seller may be engaged in a distribution of the Registrable Shares, the Seller will comply with all applicable laws including but not limited to Rules 10b-6 and 10b-7 promulgated under the Exchange Act and pursuant thereto will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Shares owned by the Seller solely in the manner described in the Registration Statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to or through whom the Registrable Shares may be offered, or to the offeree if an offer is made directly by the Seller, such copies of the Prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offeree; and (D) not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities of the Company other than as permitted under the Exchange Act; (v) at least ten (10) days prior to any distribution of Registrable Shares, the Seller will advise the Company in writing of the dates on which the distribution will commence and terminate, the number of the Registrable Shares to be sold, the terms and the manner of sale (including, to the extent applicable, the purchase price, the name of any underwriter, agent or broker-dealer to or through whom such distribution is being made, and the amount of any selling commissions or other items constituting compensation to such underwriter, agent or broker-dealer) and the number of shares of TCI Preferred Stock that will be owned beneficially by the Seller after giving effect to such salesecurityholders; and (viiv) on notice from the Company Partnership of the happening of any of the events specified in clauses (BA), (CB) or (DC) of Section 4(a)(ii2.3(a)(ii), or that, as set forth in Section 4(b2.3(b), it requires the suspension by the Seller Holders of the distribution of any of the Registrable SharesSecurities, then the Seller Holders shall cease offering or distributing the Registrable Shares Securities until such time as the Company Partnership notifies the Seller Holders that offering and distribution of the Registrable Shares Securities may recommence; provided, however, nothing contained herein shall in any way limit the ability of the Holders to sell Registrable Securities in a private offering in which such Registrable Securities may be sold in compliance with the Securities Act without registration. (d) Notwithstanding any other provision of this Agreement, no Holder shall be entitled to "demand" rights or similar rights that would require the Partnership to effect an Underwritten Offering of Registrable Securities on such Holder's behalf.

Obligations with Respect to Registration. (a) In connection with If and whenever the Company's obligations under Section 2(a) hereof Company is obligated by the provisions of this Agreement to effect the registration of the any Registrable Shares under the Securities Act, the Company shall: (i1) subject to Section 4(b), use its diligent efforts to cause the Registration Statement to remain effective, and to prepare and file with the Commission any amendments and supplements to the Registration Statement and to the Prospectus used in connection therewith as may be necessary to keep the Prospectus current and in compliance in all material respects with the provisions of the Securities Act, until (A) in the case of a shelf Registration Statement, the sooner to occur of the expiration of a two-year period following the date of this Agreement and the sale of all of the Registrable Shares covered by such shelf Registration Statement, and (B) in the case of any other Registration Statement, the sooner to occur of the sale of all of the Registrable Shares covered by such Registration Statement or the 90th day following the effective date of such Registration Statement; (ii2) notify the SellerSelling Stockholders, (A) when the a Registration Statement becomes effective, (B) when the filing of a post-effective amendment to the a Registration Statement or supplement to the Prospectus is required, when the same is filed, and in the case of a post-effective amendment, when the same becomes effective, (C) of any request by the Commission for any amendment of or supplement to the a Registration Statement or any Prospectus relating thereto or for additional information and (D) of the entry of any stop order suspending the effectiveness of such Registration Statement or of the initiation of any proceedings for that purpose; (iii3) furnish to the Seller each Selling Stockholder a conformed copy of the Registration Statement as declared effective by the Commission and of each post- post-effective amendment thereto, and such number of copies of the final Prospectus and of each supplement thereto as may reasonably be required to facilitate the distribution of the Registrable Shares included in such Registration StatementShares; (iv4) register or qualify the Registrable Shares covered by the a Registration Statement under the securities or blue sky laws of such jurisdictions in the United States as the Seller Selling Stockholders shall reasonably request, and do any and all other acts and things which may be necessary to enable the Seller each Selling Stockholder whose Registrable Shares are covered by such Registration Statement to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration StatementShares; provided, -------- however, that the Company shall in no event be required to qualify to ------- do business as a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of such jurisdiction, to execute or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such Registration Statement, or to subject itself to taxation in any jurisdiction where it has not theretofore done so; and (v5) cause the Common Stock issuable upon conversion of the such Registrable Shares, when so issued, Shares covered by a Registration Statement to be listed on the principal exchange or exchanges or qualified for trading on the principal over- the-over the counter market on which the Common Stock is then listed or tradedtraded upon the sale of such Registrable Shares pursuant to such Registration Statement. (b) Notwithstanding anything to the contrary contained herein, if at any time after the filing of the a Registration Statement or after it is declared effective by the Commission, which includes Registrable Shares the Company determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such time, then the Company may require the suspension by the Seller each Selling Stockholder of the distribution of any of the Registrable Shares by giving notice to the Sellersuch Selling Stockholder. Any such notice need not specify the reasons for such suspension if the Company determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would be or might result in the disclosure of material non-public informationany such disclosure. In the event that such notice is given, then until the Company has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the SellerSelling Stockholders, the Company's obligations under Section 2(a), if the Registration Statement has not become effective, or under Section 4(a)(i4(a)(1), if the Registration Statement has become effective, will be suspended. In the event of a suspension pursuant to this Section 4(b) during any Sale Period, then upon notice from the Company that such suspension is no longer in effect), the Seller may recommence distribution two-year period of Registrable Shares for effectiveness of such Registration Statement that is referred to in Section 4(a)(1) and the ninety-day period of effectiveness of such Registration Statement that is referred to in Section 4(a)(1) will each be extended by a number of days equal to the total number of days during for which the distribution of Registrable Shares included in such Sale Period in which such suspension was in effectRegistration Statement by the Selling Stockholder has been suspended under this Section 4(b). (c) The Company's obligations under this Agreement with respect to a Selling Stockholder shall be conditioned upon the Sellersuch Selling Stockholder's compliance with the following: (i1) the Seller such Selling Stockholder shall cooperate with the Company in connection with the preparation of the Registration Statement, and for so long as the Company is obligated to keep the Registration Statement effective, the Seller such Selling Stockholder will provide to the Company, in writing, for use in the Registration Statement, all information regarding the Seller such Selling Stockholder and such other information as may be necessary to enable the Company to prepare the Registration and Prospectus covering the Registrable Shares and to maintain the currency and effectiveness thereof; (ii2) the Seller such Selling Stockholder shall permit the Company, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller such Selling Stockholder proposes to participate; (iii3) the Seller such Selling Stockholder shall enter into such agreements with the Company and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv4) during such time as the Seller such Selling Stockholder may be engaged in a distribution of the Registrable Shares, the Seller such Selling Stockholder will comply with all applicable laws including but not limited to Rules 10b-6 and 10b-7 promulgated under the Exchange Act and pursuant thereto will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Shares owned by the Seller such Selling Stockholder solely in the manner described in the Registration Statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to or through whom the Registrable Shares owned by such Selling Stockholder may be offered, or to the offeree if an offer is made directly by the SellerSelling Stockholder, such copies of the Prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offeree; and (D) not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities of the Company other than as permitted under the Exchange Act; (v5) at least ten five (105) days prior to any distribution of Registrable Shares, the Seller such Selling Stockholder will advise the Company in writing of the dates on which the distribution will commence and terminate, the number of the Registrable Shares to be sold, the terms and the manner of sale (including, to the extent applicable, the purchase price, the name of any underwriter, agent or broker-dealer to or through whom such distribution is being made, and the amount of any selling commissions or other items constituting compensation to such underwriter, agent or broker-dealer) and the number of shares of TCI Preferred Common Stock that will be owned beneficially by the Seller such Selling Stockholder after giving effect to such sale; and (vi6) on notice from the Company of the happening of any of the events specified in clauses (B), (C) or (D) of Section 4(a)(ii4(a)(2), or that, as set forth in Section 4(b), it requires the suspension by the Seller such Selling Stockholder of the distribution of any of the Registrable Shares, then the Seller such Selling Stockholder shall cease offering or distributing the Registrable Shares until such time as the Company notifies the Seller such Selling Stockholder that offering and distribution of the Registrable Shares may recommence.

Obligations with Respect to Registration. (a) In connection with the Company's Partnership’s obligations under Section 2(a) 2.1 hereof to effect the registration of the Registrable Shares Securities under the Securities Act, the Company Partnership shall: (i) subject to Section 4(b2.3(b), use its diligent commercially reasonable efforts to cause the Registration Statement to remain effective, and prepare and file with the Commission any amendments and supplements to the Registration Statement and to the Prospectus used in connection therewith as may be necessary to keep the Prospectus current and in compliance in all material respects with the provisions of the Securities Act, until the sooner earlier to occur of (A) the expiration of a two-year period following the date of this Agreement and or (B) the sale of all of the Registrable Shares Securities covered by the Registration Statement; (ii) notify the Sellereach Holder, (A) when the Registration Statement becomes effective, (B) when the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed, and in the case of a post-effective amendment, when the same becomes effective, (CB) of any request by the Commission for any amendment of or supplement to the Registration Statement or any Prospectus relating thereto or for additional information and (DC) of the entry of any stop order suspending the effectiveness of such Registration Statement or of the initiation of any proceedings for that purpose; (iii) furnish to the Seller each Holder a conformed copy of the Registration Statement as declared effective by the Commission and of each post- post-effective amendment thereto, and such number of copies of the final Prospectus and of each supplement thereto as may reasonably be required to facilitate the distribution of the Registrable Shares Securities included in such Registration Statement; (iv) register or qualify the Registrable Shares Securities covered by the Registration Statement under the such other securities or blue sky Blue Sky laws of such jurisdictions in as shall be reasonably requested by the United States as the Seller shall reasonably request, and do any and all other acts and things which may be necessary to enable the Seller to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration StatementHolders; provided, -------- however, provided that the Company Partnership shall in no event not be required in connection therewith or as a condition thereto to qualify to ------- do business as or to file a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of such jurisdiction, to execute or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such Registration Statement, or to subject itself to taxation in any jurisdiction where it has not theretofore done sosuch states or jurisdictions; and (v) cause the Common Stock issuable upon conversion all of the Registrable Shares, when so issued, Securities covered by this Agreement to be listed on the principal New York Stock Exchange or such other securities exchange or exchanges or qualified for trading on the principal over- the-counter market on which nationally recognized quotation system as the Common Stock is then Units may be listed or tradedquoted. (b) Notwithstanding anything to the contrary contained herein, if at any time after the filing of the Registration Statement or after it is declared effective by the CommissionStatement, the Company Partnership determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company Partnership or any of its affiliates or require the Company Partnership to disclose matters that otherwise would not be required to be disclosed at such time, then the Company Partnership may require suspend the suspension by the Seller Holders’ use of any Prospectus which is a part of the distribution Registration Statement (in which event the Holders shall discontinue sales of any of Registrable Securities pursuant to the Registrable Shares Registration Statement) by giving notice to the SellerHolders. Any such notice need not specify the reasons for such suspension if the Company Partnership determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until the Company Partnership has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the SellerHolders, the Company's Partnership’s obligations under Section 2(a), if the Registration Statement has not become effective, or under Section 4(a)(i), if the Registration Statement has become effective, 2.3(a)(i) will be suspended. In the event of a suspension pursuant to this Section 4(b) during any Sale Period2.3(b), then upon notice from the Company Partnership that such suspension is no longer in effect, the Seller Holders may recommence distribution of Registrable Shares for a number of days equal Securities. Notwithstanding anything to the number of contrary contained herein, in no event shall any suspension under this Section 2.3(b) exceed sixty (60) days during such Sale Period in which such suspension was any one hundred eighty (180)-day period or ninety (90) days in effectany 365 day period. (c) The Company's Partnership’s obligations under this Agreement shall be conditioned upon the Seller's Holders’ compliance with the following: (i) the Seller each Holder shall cooperate with the Company Partnership in connection with the preparation of the Registration Statement, and for so long as the Company Partnership is obligated to keep the Registration Statement effective, the Seller such Holder will provide to the CompanyPartnership, in writing, for use in the Registration Statement, all information regarding the Seller and such other information Holder as may be necessary to enable the Company Partnership to prepare the Registration Statement and Prospectus covering the Registrable Shares Securities and to maintain the currency and effectiveness thereof; (ii) the Seller each Holder shall permit the CompanyPartnership, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller such Holder proposes to participate; (iii) the Seller each Holder shall enter into such agreements with the Company Partnership and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv) during such time as the Seller may be engaged in a distribution of the Registrable Shares, the Seller will comply with all applicable laws including but not limited to Rules 10b-6 and 10b-7 promulgated under the Exchange Act and pursuant thereto will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Shares owned by the Seller solely in the manner described in the Registration Statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to or through whom the Registrable Shares may be offered, or to the offeree if an offer is made directly by the Seller, such copies of the Prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offeree; and (D) not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities of the Company other than as permitted under the Exchange Act; (v) at least ten (10) days prior to any distribution of Registrable Shares, the Seller will advise the Company in writing of the dates on which the distribution will commence and terminate, the number of the Registrable Shares to be sold, the terms and the manner of sale (including, to the extent applicable, the purchase price, the name of any underwriter, agent or broker-dealer to or through whom such distribution is being made, and the amount of any selling commissions or other items constituting compensation to such underwriter, agent or broker-dealer) and the number of shares of TCI Preferred Stock that will be owned beneficially by the Seller after giving effect to such salesecurityholders; and (viiv) on notice from the Company Partnership of the happening of any of the events specified in clauses (BA), (CB) or (DC) of Section 4(a)(ii2.3(a)(ii), or that, as set forth in Section 4(b2.3(b), it requires the suspension by the Seller Holders of the distribution of any of the Registrable SharesSecurities, then the Seller Holders shall cease offering or distributing the Registrable Shares Securities until such time as the Company Partnership notifies the Seller Holders that offering and distribution of the Registrable Shares Securities may recommence; provided, however, nothing contained herein shall in any way limit the ability of the Holders to sell Registrable Securities in a private offering in which such Registrable Securities may be sold in compliance with the Securities Act without registration. (d) Notwithstanding any other provision of this Agreement, no Holder shall be entitled to (i) “demand” rights or similar rights that would require the Partnership to effect an Underwritten Offering of Registrable Securities on such Holder’s behalf or (ii) “piggyback” or similar rights that would require the Partnership to allow such Holder to include Registrable Securities in an Underwritten Offering undertaken by the Partnership.

Obligations with Respect to Registration. (a) In connection with the Company's Partnership’s obligations under Section 2(a) 2.1 hereof to effect the registration of the Registrable Shares Securities under the Securities Act, the Company Partnership shall: (i) subject to Section 4(b2.3(b), use its diligent commercially reasonable efforts to cause the Registration Statement to remain effective, and prepare and file with the Commission any amendments and supplements to the Registration Statement and to the Prospectus used in connection therewith as may be necessary to keep the Prospectus current and in compliance in all material respects with the provisions of the Securities Act, until the sooner earlier to occur of (A) the later of (i) the expiration of a two-year period following the date of this Agreement Agreement, or (ii) such time as no Holder is an affiliate of the Partnership within the meaning of Rule 405 of the rules and regulations of the Securities Act, (B) the sale of all of the Registrable Shares Securities covered by the Registration Statement, or (C) the tenth (10th) anniversary of the closing of the Merger; (ii) notify the Sellereach Holder, (A) when the Registration Statement becomes effective, (B) when the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed, and in the case of a post-effective amendment, when the same becomes effective, (CB) of any request by the Commission for any amendment of or supplement to the Registration Statement or any Prospectus relating thereto or for additional information and (DC) of the entry of any stop order suspending the effectiveness of such Registration Statement or of the initiation of any proceedings for that purpose; (iii) furnish to the Seller each Holder a conformed copy of the Registration Statement as declared effective by the Commission and of each post- post-effective amendment thereto, and such number of copies of the final Prospectus and of each supplement thereto as may reasonably be required to facilitate the distribution of the Registrable Shares Securities included in such Registration Statement; (iv) register or qualify the Registrable Shares Securities covered by the Registration Statement under the such other securities or blue sky Blue Sky laws of such jurisdictions in as shall be reasonably requested by the United States as the Seller shall reasonably request, and do any and all other acts and things which may be necessary to enable the Seller to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration StatementHolders; provided, -------- however, provided that the Company Partnership shall in no event not be required in connection therewith or as a condition thereto to qualify to ------- do business as or to file a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of such jurisdiction, to execute or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such Registration Statement, or to subject itself to taxation in any jurisdiction where it has not theretofore done so; and (v) cause the Common Stock issuable upon conversion of the Registrable Shares, when so issued, to be listed on the principal exchange such states or exchanges or qualified for trading on the principal over- the-counter market on which the Common Stock is then listed or tradedjurisdictions. (b) Notwithstanding anything to the contrary contained herein, if at any time after the filing of the Registration Statement or after it is declared effective by the CommissionStatement, the Company Partnership determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company Partnership or any of its affiliates or require the Company Partnership to disclose matters that otherwise would not be required to be disclosed at such time, then the Company Partnership may require suspend the suspension by the Seller Holders’ use of any Prospectus which is a part of the distribution Registration Statement (in which event the Holders shall discontinue sales of any of Registrable Securities pursuant to the Registrable Shares Registration Statement) by giving notice to the SellerHolders. Any such notice need not specify the reasons for such suspension if the Company Partnership determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until the Company Partnership has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the SellerHolders, the Company's Partnership’s obligations under Section 2(a), if the Registration Statement has not become effective, or under Section 4(a)(i), if the Registration Statement has become effective, 2.3(a)(i) will be suspended. In the event of a suspension pursuant to this Section 4(b) during any Sale Period2.3(b), then upon notice from the Company Partnership that such suspension is no longer in effect, the Seller Holders may recommence distribution of Registrable Shares for a number of days equal Securities. Notwithstanding anything to the number of contrary contained herein, in no event shall any suspension under this Section 2.3(b) exceed sixty (60) days during such Sale Period in which such suspension was any one hundred eighty (180)-day period or ninety (90) days in effectany 365 day period. (c) The Company's Partnership’s obligations under this Agreement shall be conditioned upon the Seller's Holders’ compliance with the following: (i) the Seller each Holder shall cooperate with the Company Partnership in connection with the preparation of the Registration Statement, and for so long as the Company Partnership is obligated to keep the Registration Statement effective, the Seller such Holder will provide to the CompanyPartnership, in writing, for use in the Registration Statement, all information regarding the Seller such Holder and such other information as may be necessary to enable the Company Partnership to prepare the Registration Statement and Prospectus covering the Registrable Shares Securities and to maintain the currency and effectiveness thereof; (ii) the Seller each Holder shall permit the CompanyPartnership, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller such Holder proposes to participate; (iii) the Seller each Holder shall enter into such agreements with the Company Partnership and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv) during such time as the Seller may be engaged in a distribution of the Registrable Shares, the Seller will comply with all applicable laws including but not limited to Rules 10b-6 and 10b-7 promulgated under the Exchange Act and pursuant thereto will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Shares owned by the Seller solely in the manner described in the Registration Statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to or through whom the Registrable Shares may be offered, or to the offeree if an offer is made directly by the Seller, such copies of the Prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offeree; and (D) not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities of the Company other than as permitted under the Exchange Act; (v) at least ten (10) days prior to any distribution of Registrable Shares, the Seller will advise the Company in writing of the dates on which the distribution will commence and terminate, the number of the Registrable Shares to be sold, the terms and the manner of sale (including, to the extent applicable, the purchase price, the name of any underwriter, agent or broker-dealer to or through whom such distribution is being made, and the amount of any selling commissions or other items constituting compensation to such underwriter, agent or broker-dealer) and the number of shares of TCI Preferred Stock that will be owned beneficially by the Seller after giving effect to such salesecurityholders; and (viiv) on notice from the Company Partnership of the happening of any of the events specified in clauses (BA), (CB) or (DC) of Section 4(a)(ii2.3(a)(ii), or that, as set forth in Section 4(b2.3(b), it requires the suspension by the Seller Holders of the distribution of any of the Registrable SharesSecurities, then the Seller Holders shall cease offering or distributing the Registrable Shares Securities until such time as the Company Partnership notifies the Seller Holders that offering and distribution of the Registrable Shares Securities may recommence; provided, however, nothing contained herein shall in any way limit the ability of the Holders to sell Registrable Securities in a private offering in which such Registrable Securities may be sold in compliance with the Securities Act without registration. (d) Notwithstanding any other provision of this Agreement, no Holder shall be entitled to “demand” rights or similar rights that would require the Partnership to effect an Underwritten Offering of Registrable Securities on such Holder’s behalf.

Obligations with Respect to Registration. (a) In connection with If and whenever GCI is obligated by the Company's obligations under Section 2(a) hereof provisions of this Agreement to effect the registration of the any Registrable Shares under the Securities Act, the Company shallGCI shall promptly: (i) subject Prepare and file with the Commission a registration statement with respect to Section 4(b), such Registrable Shares and use its diligent reasonable commercial efforts to cause the Registration Statement such registration statement to remain become effective, and prepare provided that before filing a registration statement, or prospectus or any amendment or supplement thereto, GCI will furnish to counsel selected by the holders of a majority of the Registrable Shares covered by such registration statement copies of all such statements proposed to be filed, which documents shall be subject to the review of such counsel; (ii) Prepare and file with the Commission any amendments and supplements to the Registration Statement and to the Prospectus prospectus used in connection therewith as may be necessary to keep the Prospectus current Registration Statement effective and in compliance in all material respects to comply with the provisions of the Securities Act, until the sooner to occur of the expiration of a two-year period following the date of this Agreement Act and the sale rules and regulations promulgated thereunder with respect to the disposition of all of the Registrable Shares covered by the Registration StatementStatement for the period required to effect the distribution of such Registrable Shares, but in no event shall GCI be required to do so (i) in the case of a Registration Statement filed pursuant to Section 1, for a period of more than two hundred seventy (270) days following the effective date of the Registration Statement and (ii) in the case of a Registration Statement filed pursuant to Section 2, for a period exceeding the greater of (A) the period required to effect the distribution of securities for GCI's account and (B) the period during which GCI is required to keep such Registration Statement in effect for the benefit of selling security holders other than the Selling Holders; (iiiii) notify Notify the SellerSelling Holders and their underwriter, and confirm such advice in writing, (A) when the a Registration Statement becomes effective, (B) when the filing of a any post-effective amendment to the a Registration Statement or supplement to the Prospectus is required, when the same is filed, and in the case of a post-effective amendment, when the same becomes effective, and (C) of any request by the Commission for additional information or for any amendment of or supplement to the a Registration Statement or any Prospectus prospectus relating thereto or for additional information and (D) of the entry of any stop order suspending the effectiveness of such Registration Statement or of the initiation of any proceedings for that purposethereto; (iiiiv) furnish Furnish at GCI's expense to the Seller a conformed copy of the Registration Statement as declared effective by the Commission and of each post- effective amendment thereto, and Selling Holders such number of copies of a preliminary, final, supplemental or amended prospectus, in conformity with the final Prospectus requirements of the Securities Act and of each supplement thereto the rules and regulations promulgated thereunder, as may reasonably be required in order to facilitate the distribution disposition of the Registrable Shares included in such Registration Statement; (iv) register or qualify the Registrable Shares covered by a Registration Statement, but only while GCI is required under the provisions hereof to cause a Registration Statement to remain effective; and (v) Register or qualify at GCI's expense the Registrable Shares covered by a Registration Statement under the such other securities or blue sky laws of such jurisdictions in the United States as the Seller Selling Holders shall reasonably request, and do any and all other acts and things which may be necessary to enable the Seller each Selling Holder whose Registrable Shares are covered by such Registration Statement to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration StatementShares; provided, -------- however, that the Company GCI shall in no event be required to qualify to ------- do business as a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform amend its capitalization articles of incorporation or to change the composition of its assets at the time to conform with the securities or blue sky laws of such jurisdiction, to execute or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such the Registration Statement, Statement or to subject itself to taxation in any jurisdiction where it has not theretofore therefore done so. (vi) Notify each Holder of Registrable Shares, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading, and, at the request of any such seller, GCI will prepare a supplement or amendment to such prospectus so that, as thereafter delivered to purchasers of Registrable Shares, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (vii) Cause all such Registrable Shares to be listed on each securities exchange on which similar securities issued by GCI are then listed and to be qualified for trading on each system on which similar securities issued by GCI are from time to time qualified; (viii) Provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of such registration statement and thereafter maintain such a transfer agent and registrar; (ix) Enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the shares of Registrable Shares being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Shares; (x) Make available for inspection by any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and properties of GCI, and cause GCI's officers, directors, employees and independent accountants to supply all information reasonably requested by any such underwriter, attorney, accountant or agent in connection with such registration statement; (xi) Otherwise use reasonable commercial efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, all earning statements as and when filed with the Commission, which earnings statements shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; (xii) permit any Holder of Registrable Shares which might be deemed, in the sole and exclusive judgment of such Holder, to be an underwriter or a controlling person of GCI, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material furnished to GCI in writing, which in the reasonable judgment of such holder and its counsel should be included; and (vxiii) cause In the Common Stock issuable upon conversion event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable SharesShares included in such registration statement for sale in any jurisdiction, when so issued, GCI will use reasonable commercial efforts to be listed on promptly obtain the principal exchange or exchanges or qualified for trading on the principal over- the-counter market on which the Common Stock is then listed or tradedwithdrawal of such order. (b) Notwithstanding anything to the contrary contained herein, if at any time after the filing of the Registration Statement or after it is declared effective by the Commission, the Company determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such time, then the Company may require the suspension by the Seller of the distribution of any of the Registrable Shares by giving notice to the Seller. Any such notice need not specify the reasons for such suspension if the Company determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until the Company has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the Seller, the Company's obligations under Section 2(a), if the Registration Statement has not become effective, or under Section 4(a)(i), if the Registration Statement has become effective, will be suspended. In the event of a suspension pursuant to this Section 4(b) during any Sale Period, then upon notice from the Company that such suspension is no longer in effect, the Seller may recommence distribution of Registrable Shares for a number of days equal to the number of days during such Sale Period in which such suspension was in effect. (c) The CompanyGCI's obligations under this Agreement with respect to the Selling Holder shall be conditioned upon the SellerSelling Holder's compliance with the following: (i) the Seller Such Selling Holder shall cooperate with the Company GCI in connection with the preparation of the Registration Statement, and for so long as the Company GCI is obligated to file and keep effective the Registration Statement effectiveStatement, the Seller will shall provide to the CompanyGCI, in writing, for use in the Registration Statement, all such information regarding the Seller Selling Holder and such other information its plan of distribution of the Registrable Shares as may be necessary to enable the Company GCI to prepare the Registration Statement and Prospectus prospectus covering the Registrable Shares and Shares, to maintain the currency and effectiveness thereofthereof and otherwise to comply with all applicable requirements of law in connection therewith; (ii) the Seller shall permit the Company, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller proposes to participate; (iii) the Seller shall enter into such agreements with the Company and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv) during During such time as the Seller Selling Holder may be engaged in a distribution of the Registrable Registration Shares, the Seller will such Selling Holder shall comply with all applicable laws including but not limited to Rules 10b-2, 10b-6 and 10b-7 promulgated under the Exchange Act and pursuant thereto willit shall, among other things: (A) not engage in any stabilization activity in connection with the GCI's securities of the Company in contravention of such rules; (B) distribute the Registrable Shares owned by the Seller solely in the manner described in the Registration Statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to or broker through whom the Registrable Shares may be offered, or to the offeree if an offer is not made directly by the Sellerthrough a broker, such copies of the Prospectus (as amended prospectus covering the Registrable Shares and supplemented to such date) any amendment or supplement thereto and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offereelaw; and (D) not bid for or purchase any GCI securities of the Company or attempt to induce any person to purchase any GCI securities of the Company other than as permitted under the Exchange Act; (viii) If the Registration Statement provides for a Shelf Offering, then at least ten (10) business days prior to any distribution of the Registrable Shares, any Selling Holder who is an "affiliated purchaser" (as defined in Rule 10b-6 promulgated under the Seller will Exchange Act) of GCI shall advise the Company GCI in writing of the dates date on which the distribution by such Selling Holder will commence and terminatecommence, the number of the Registrable Shares to be sold, the terms sold and the manner of sale sale. Such Selling Holder also shall inform GCI when each distribution of such Registrable Shares is over; and (includingiv) GCI shall not grant any conflicting registration rights to other holders of its shares, to the extent applicable, the purchase price, the name of any underwriter, agent or broker-dealer to or through whom that such distribution is being made, and the amount of any selling commissions or other items constituting compensation to such underwriter, agent or broker-dealer) and the number of shares of TCI Preferred Stock that will be owned beneficially by the Seller after giving effect to such sale; and (vi) on notice rights would prevent Holders from the Company of the happening of any of the events specified in clauses (B), (C) or (D) of Section 4(a)(ii), or that, as set forth in Section 4(b), it requires the suspension by the Seller of the distribution of any of the Registrable Shares, then the Seller shall cease offering or distributing the Registrable Shares until such time as the Company notifies the Seller that offering and distribution of the Registrable Shares may recommencetimely exercising their rights hereunder.

Obligations with Respect to Registration. (a) In connection with 4.1 If and whenever the Company's obligations under Section 2(a) hereof Company is obligated by the provisions of this Agreement to effect the registration of the any Registrable Shares under the Securities Act, the Company shall: (i) 4.1.1 subject to Section 4(b)4.2, use its diligent efforts to cause the Registration Statement to remain effective, and to prepare and file (or cause to be prepared and filed) with the Commission any amendments and supplements to the Registration Statement and to the Prospectus used in connection therewith as may be necessary to keep the Prospectus current and in compliance in all material respects with the provisions of the Securities Act, until the sooner to occur of the expiration of a two-year period following the date of this Agreement and the sale of all of the Registrable Shares covered by such Registration Statement or the 90th day following the effective date of such Registration Statement; (ii) 4.1.2 notify the SellerSelling Stockholders, (A) when the a Registration Statement becomes effective, (B) when the filing of a post-effective amendment to the a Registration Statement or supplement to the Prospectus is required, when the same is filed, and in the case of a post-effective amendment, when the same becomes effective, (C) of any request by the Commission for any amendment of or supplement to the a Registration Statement or any Prospectus relating thereto or for additional information and (D) of the entry of any stop order suspending the effectiveness of such Registration Statement or of the initiation of any proceedings for that purpose; (iii) 4.1.3 furnish to the Seller each Selling Stockholder, without charge, a conformed copy of the Registration Statement as declared effective by the Commission and of each post- post-effective amendment thereto, and such number of copies of the final Prospectus and of each supplement thereto as may reasonably be required to facilitate the distribution of the Registrable Shares of such Selling Stockholders included in such Registration Statement; (iv) 4.1.4 register or qualify the Registrable Shares covered by the a Registration Statement under the securities or blue sky laws of such jurisdictions in the United States as the Seller Selling Stockholders shall reasonably request, and do any and all other acts and things which may be necessary to enable the Seller to consummate the disposition in such jurisdictions of such Registrable Shares in accordance with a method of distribution described in such Registration Statement; provided, -------- however, that the Company shall in no event be required to qualify to ------- do business as a foreign corporation or as a dealer in any jurisdiction where it is not so qualified, to conform its capitalization or the composition of its assets at the time to the securities or blue sky laws of such jurisdiction, to execute or file any general consent to service of process under the laws of any jurisdiction, to take any action that would subject it to service of process in suits other than those arising out of the offer and sale of the Registrable Shares covered by such Registration Statement, or to subject itself to taxation in any jurisdiction where it has not theretofore done so; and (v) cause the Common Stock issuable upon conversion of the Registrable Shares, when so issued, to be listed on the principal exchange or exchanges or qualified for trading on the principal over- the-counter market on which the Common Stock is then listed or traded. (b) Notwithstanding anything to the contrary contained herein, if at any time after the filing of the Registration Statement or after it is declared effective by the Commission, the Company determines, in its reasonable business judgment, that such registration and offering could interfere with or otherwise adversely affect any financing, acquisition, corporate reorganization, or other material transaction or development involving the Company or any of its affiliates or require the Company to disclose matters that otherwise would not be required to be disclosed at such time, then the Company may require the suspension by the Seller of the distribution of any of the Registrable Shares by giving notice to the Seller. Any such notice need not specify the reasons for such suspension if the Company determines, in its reasonable business judgment, that doing so would interfere with or adversely affect such transaction or development or would result in the disclosure of material non-public information. In the event that such notice is given, then until the Company has determined, in its reasonable business judgment, that such registration and offering would no longer interfere with the matters described in the preceding sentence and has given notice thereof to the Seller, the Company's obligations under Section 2(a), if the Registration Statement has not become effective, or under Section 4(a)(i), if the Registration Statement has become effective, will be suspended. In the event of a suspension pursuant to this Section 4(b) during any Sale Period, then upon notice from the Company that such suspension is no longer in effect, the Seller may recommence distribution of Registrable Shares for a number of days equal to the number of days during such Sale Period in which such suspension was in effect. (c) The Company's obligations under this Agreement shall be conditioned upon the Seller's compliance with the following: (i) the Seller shall cooperate with the Company in connection with the preparation of the Registration Statement, and for so long as the Company is obligated to keep the Registration Statement effective, the Seller will provide to the Company, in writing, for use in the Registration Statement, all information regarding the Seller and such other information as may be necessary to enable the Company to prepare the Registration and Prospectus covering the Registrable Shares and to maintain the currency and effectiveness thereof; (ii) the Seller shall permit the Company, the proposed underwriters, agents or broker-dealers of the offering or other distribution and their respective representatives and agents to examine such documents and records and shall supply any information as they may reasonably request in connection with the offering or other distribution in which the Seller proposes to participate; (iii) the Seller shall enter into such agreements with the Company and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its counsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (iv) during such time as the Seller may be engaged in a distribution of the Registrable Shares, the Seller will comply with all applicable laws including but not limited to Rules 10b-6 and 10b-7 promulgated under the Exchange Act and pursuant thereto will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Shares owned by the Seller solely in the manner described in the Registration Statement; (C) cause to be furnished to each underwriter, agent or broker-dealer to or through whom the Registrable Shares may be offered, or to the offeree if an offer is made directly by the Seller, such copies of the Prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offeree; and (D) not bid for or purchase any securities of the Company or attempt to induce any person to purchase any securities of the Company other than as permitted under the Exchange Act; (v) at least ten (10) days prior to any distribution of Registrable Shares, the Seller will advise the Company in writing of the dates on which the distribution will commence and terminate, the number of the Registrable Shares to be sold, the terms and the manner of sale (including, to the extent applicable, the purchase price, the name of any underwriter, agent or broker-dealer to or through whom such distribution is being made, and the amount of any selling commissions or other items constituting compensation to such underwriter, agent or broker-dealer) and the number of shares of TCI Preferred Stock that will be owned beneficially by the Seller after giving effect to such sale; and (vi) on notice from the Company of the happening of any of the events specified in clauses (B), (C) or (D) of Section 4(a)(ii), or that, as set forth in Section 4(b), it requires the suspension by the Seller of the distribution of any of the Registrable Shares, then the Seller shall cease offering or distributing the Registrable Shares until such time as the Company notifies the Seller that offering and distribution of the Registrable Shares may recommence.which