Common use of Piggyback Registration Rights Clause in Contracts

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI proposes to register any TCI Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 days after receipt of such notice, TCI shall cause to be included in such registration all of the TCI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI IES proposes to register any TCI IES Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) IES and (ii) registrations relating to employee stock options or other benefit plans, TCI IES shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 10 days after receipt of such notice, TCI IES shall cause to be included in such registration all of the TCI IES Stock issued to the such Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) IES as a stock split, dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI IES Stock) which any such Stockholder requests, other than shares of IES Stock which may be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act, and other than shares of IES Stock that have been theretofore sold by the Stockholder in accordance with the 1933 Act, provided that TCI IES shall have the right to reduce pro rata the number of shares of each Selling Stockholder included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI IES or its independent auditors, jeopardize the status of the -49- 58 transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI IES is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI IES is greater than the number of such shares which can be offered without adversely affecting the success of the offering, TCI IES may reduce pro rata (among the Stockholders and all other selling security holders in the offering) the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter. If any Stockholder disapproves of the terms of the underwriting, that Stockholder may elect to withdraw therefrom by written notice to IES and the managing underwriter. That Stockholder's shares of IES Stock so withdrawn shall also be withdrawn from registration; provided, however, that, for each if by the withdrawal of such offering made by TCI after the IPO, such reduction shall be made first by reducing the shares a greater number of shares of IES Stock held by other Stockholders may be included in such registration, then IES shall offer to be sold by persons all other than TCI, Stockholders of IES the Stockholders and right to include additional shares in the stockholders of same proportion used in effecting the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersabove limitations.

Piggyback Registration Rights. At any time following the Funding and Consummation Closing Date, whenever TCI VPI proposes to register any TCI VPI Stock for its own or others others' account under the 1933 Act for a public offeringAct, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) VPI and (ii) registrations relating to employee stock options or other benefit plans, TCI VPI shall give each of the Stockholders STOCKHOLDERS prompt written notice of its intent to do so. Upon the written request of any of the Stockholders STOCKHOLDERS given within 30 days after receipt of such notice, TCI VPI shall cause to be included in such registration all of the TCI VPI Stock issued to the Stockholders such STOCKHOLDER pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder STOCKHOLDER requests, provided that TCI VPI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written reasonable opinion of tax counsel to TCI VPI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization an exchange pursuant to which gain is not recognized under Section 351 351(a) of the Code. In addition, if TCI VPI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI VPI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI VPI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed desired to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, thathowever, that for each such offering made by TCI VPI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCIVPI, the Stockholders STOCKHOLDERS and the stockholders of the Other Founding Companies who receive shares of VPI Stock pursuant to the Other Agreements (collectively, the Stockholders STOCKHOLDERS and the stockholders of the other Founding Companies who receive shares of VPI Stock pursuant to the Other Agreements being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders on a pro rata basis based on the number of shares proposed to be registered by each of the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation Closing Date, whenever TCI URSI proposes to register any TCI URSI Stock for its own or others others' account under the 1933 Act for a public offering, other than (i) any shelf or other registration registrations of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) URSI and (ii) registrations relating to employee stock options or other benefit plans, TCI URSI shall give each of the Stockholders STOCKHOLDERS prompt written notice of its intent to do so. Upon the written request of any of the Stockholders STOCKHOLDERS given within 30 thirty (30) days after receipt of such notice, TCI URSI shall cause to be included in such registration all of the TCI URSI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder STOCKHOLDER requests, provided that TCI URSI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI URSI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under reorganization described in Section 351 368(a)(1)(A) of the Code. In addition, if TCI URSI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI URSI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI URSI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, provided that such reduction shall be made first by reducing the number of shares to be sold by persons other than TCIURSI, the Stockholders and stockholders named on Annex III hereto, the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders")Companies, and any person or persons who have required such registration pursuant to "demand" registration rights granted by URSI; thereafter, if a further reduction is required, it shall be made first by reducing the number of shares to be sold by the stockholders named on Annex III hereto and the stockholders of the Founding StockholdersCompanies, with such further reduction being made so that to the extent any shares can be sold by stockholders named in Annex III hereto and the stockholders of the Founding Companies, each such stockholder will be permitted to sell a number of shares proportionate to the number of shares of URSI Stock owned by such stockholder immediately after the Closing, provided that if any stockholder does not wish to sell all shares such stockholder is permitted to sell, the opportunity to sell additional shares shall be reallocated in the same manner to those stockholders named in Annex III hereto and stockholders of the Founding Companies who wish to sell more shares until no more shares can be sold by such stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation DateClosing, whenever TCI CSI proposes to register any TCI CSI Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) CSI and (ii) registrations relating to employee stock options or other benefit plans, TCI CSI shall give each of the Stockholders STOCKHOLDERS prompt written notice of its intent to do so. Upon the written request of any of the Stockholders STOCKHOLDERS given within 30 days after receipt of such notice, TCI CSI shall cause to be included in such registration all of the TCI CSI Stock issued to the Stockholders STOCKHOLDERS pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI CSI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI CSI Stock) which any such Stockholder STOCKHOLDER requests, provided that TCI CSI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI CSI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codeorganization. In addition, if TCI CSI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI CSI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI CSI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI CSI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCICSI, the Stockholders STOCKHOLDERS and the stockholders of the Other Founding Companies (collectively, the Stockholders STOCKHOLDERS and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation DateClosing, whenever TCI METALS proposes to register any TCI METALS Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) METALS and (ii) registrations relating to employee stock options or other benefit plans, TCI METALS shall give each of the Stockholders STOCKHOLDERS prompt written notice of its intent to do so. Upon the written request of any of the Stockholders STOCKHOLDERS given within 30 days after receipt of such notice, TCI METALS shall cause to be included in such registration all of the TCI METALS Stock issued to the Stockholders STOCKHOLDERS pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI METALS as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI METALS Stock) which any such Stockholder STOCKHOLDER requests, provided that TCI METALS shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI METALS or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI METALS is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI METALS is greater than the number of such shares which can be offered without adversely affecting the offering, TCI METALS may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI METALS after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCIMETALS, the Stockholders STOCKHOLDERS and the stockholders of the Other Founding Companies (collectively, the Stockholders STOCKHOLDERS and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI LandCARE proposes to register any TCI LandCARE Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI LandCARE (including any registration of resales of such shares by the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI LandCARE shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 days after receipt of such notice, TCI LandCARE shall cause to be included in such registration all of the TCI LandCARE Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI LandCARE as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI LandCARE Stock) which any such Stockholder requests, provided that TCI LandCARE shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI LandCARE or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI LandCARE is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI LandCARE is greater than the number of such shares which can be offered without adversely affecting the offering, TCI LandCARE may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI LandCARE after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCILandCARE, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation DateClosing, whenever TCI PARENT proposes to register any TCI Parent Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) PARENT and (ii) registrations relating to employee stock options or other benefit plans, TCI PARENT shall give each of the Stockholders STOCKHOLDERS prompt written notice of its intent to do so. Upon the written request of any of the Stockholders STOCKHOLDER given within 30 days after receipt of such notice, TCI PARENT shall cause to be included in such registration all of the TCI Parent Stock issued to the Stockholders such STOCKHOLDER pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI PARENT as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Parent Stock) which any such Stockholder the STOCKHOLDER requests, provided that TCI PARENT shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI PARENT or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization qualifying under Section 351 of the Code. In addition, if TCI PARENT is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI PARENT is greater than the number of such shares which can be offered without adversely affecting the offering, TCI PARENT may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each the such offering made by TCI PARENT after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCIPARENT, the Stockholders STOCKHOLDERS and the stockholders of the Other Founding Companies (collectively, the Stockholders STOCKHOLDERS and the stockholders of the other Other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation DateClosing, whenever TCI Home proposes to register any TCI Home Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) Home and (ii) registrations relating to employee stock options or other benefit plans, TCI Home shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 days after receipt of such notice, TCI Home shall cause to be included in such registration all of the TCI Home Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI Home as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Home Stock) which any such Stockholder requests, provided that TCI Home shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI Home or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI Home is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI Home is greater than the number of such shares which can be offered without adversely affecting the offering, TCI Home may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI Home after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCIHome, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following Holders shall have the Funding and Consummation Date, whenever TCI proposes right to register any TCI Stock for its own or others account the Registrable Securities under the 1933 Act for a in connection with future underwritten public offering, other than offerings of shares of GeoVax Common Stock. The term “Registrable Securities” means: (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and Shares issued in connection with this Subscription Agreement; (ii) registrations relating to employee stock options or the Warrant Shares underlying the Warrants issued in connection with this Subscription Agreement; and (iii) any other benefit plans, TCI shall give each securities of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 days after receipt of such notice, TCI shall cause to be included in such registration all of the TCI Stock issued to the Stockholders pursuant to this Agreement (including any stock GeoVax issued as (or issuable upon the conversion or exchange exercise of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, for or in replacement of, such securities referenced in (i) and (ii) immediately above, excluding in all cases, however, any Registrable Securities sold in any public offering pursuant to a registration or an exemption from registration. On the terms and subject to the conditions stated herein, each time GeoVax shall determine to file a registration statement under the Act in connection with the proposed offer and sale for money of any of its shares of Common Stock in an underwritten public distribution by it (other than (i) a registration statement relating solely to employee stock option or purchase plans, or (ii) a registration statement on Form S-4 relating solely to Rule 145 under the Act), GeoVax shall give written notice of its determination to Holders; provided, however, that GeoVax shall have no such TCI Stock) obligation if the managing underwriter of the subject proposed offering objects in a writing addressed to GeoVax to the inclusion of any Registrable Securities in the subject registration statement or offering. Under Holders’ written request, which must have been received by GeoVax within 20 days after any such Stockholder requestsnotice from GeoVax, provided that TCI GeoVax shall use its best efforts to cause all such Registrable Securities of which Holders have the right requested registration to reduce the number of shares be included in such registration statement and in any necessary registration, qualification or other filing under the applicable state securities or blue sky laws, all to the extent required to permit the sale or other disposition to be made of the Registrable Securities to be so registered. In the event that inclusion the aggregate number of Registrable Securities requested by the Holders to be registered in any underwritten public distribution (the “Piggyback Shares”) exceeds twenty percent (20%) of the aggregate number of shares of GeoVax Common Stock being registered in such underwritten public distribution, then the aggregate number of the Piggyback Shares to be registered and included in such public distribution shall be reduced pro rata among the Holders of the Piggyback Shares to twenty percent (20%) of the aggregate number of shares couldbeing registered in such underwritten public distribution. All Holders proposing to distribute their Registrable Securities through an underwriting pursuant to this paragraph 12 shall (together with GeoVax and any other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for underwriting by GeoVax. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to GeoVax and the underwriter. Any Registrable Securities excluded or withdrawn from such underwriting shall not be withdrawn from such registration except at the election of the Holder. Holders shall cooperate with GeoVax, execute any documents, instrument and agreements, and take any further actions reasonably necessary to effect such registrations, qualifications or other filings, and the public offering in connection therewith shall be paid by GeoVax; provided, however, that Holders of the Piggyback Shares participating in any such registration shall bear their pro rata share of the underwriting fees, discounts and commissions. Holders shall not sell or otherwise transfer any shares of GeoVax Common Stock held by them which are not included in the underwritten public offering for a period commencing on the date of the commencement of the public offering, and ending on the earlier of the date of termination of the public offering or 90 days from the commencement of the public offering. Notwithstanding any contrary provision of this paragraph 12, GeoVax shall not be required to effect any registrations under the 1933 Act or under any state securities laws on behalf of any Holder or Holders if, in the written opinion of tax counsel to TCI for GeoVax, the offering or its independent auditorstransfer by such Holder or Holders in the manner proposed (including, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In additionwithout limitation, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders offered or transferred and the stockholders method of offering or transfer) is exempt from the registration requirements of the Other Founding Companies (collectively, the Stockholders 1933 Act and the stockholders securities laws of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersapplicable states.

Piggyback Registration Rights. At any time following the Funding and Consummation Closing Date, whenever TCI CTS proposes to register any TCI CTS Stock for its own or others others' account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and CTS, (ii) registrations relating to employee stock options or other benefit plansPlans and (iii) registrations relating to rights offerings made to the stockholders of CTS, TCI CTS shall give each of the Stockholders STOCKHOLDERS prompt written notice of its intent to do so. Upon the written request of any of the Stockholders STOCKHOLDERS given within 30 days after receipt of such notice, TCI CTS shall cause to be included in such registration all of the TCI CTS Stock issued to the Stockholders STOCKHOLDERS pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder STOCKHOLDER requests, provided that TCI CTS shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI CTS or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codeorganization. In addition, if TCI CTS is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 16.1 that the number of shares to be sold by persons other than TCI CTS is greater than the number of such shares which can be offered without adversely affecting the offering, TCI CTS may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI CTS after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCICTS, the Stockholders STOCKHOLDERS and the stockholders of the Other Founding Companies (collectively, the Stockholders STOCKHOLDERS and the stockholders of the other Other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing pro rata the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation Closing Date, whenever TCI Clarant proposes to register any TCI Clarant Common Stock for its own or others others' account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and Clarant, (ii) registrations relating to employee stock options or other benefit plansplans and (iii) registrations relating to rights offerings made to the stockholders of Clarant, TCI Clarant shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 thirty (30) days after receipt of such notice, TCI Clarant shall cause to be included in such registration all of the TCI Clarant Common Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI Clarant shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI Clarant or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codeorganization. In addition, if TCI Clarant is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons Persons other than TCI Clarant is greater than the number of such shares which can be offered without adversely affecting the offering, TCI Clarant may reduce pro rata the number of shares offered for the accounts of such persons Persons (based upon the number of shares proposed to be sold by each such personPerson) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI Clarant after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons Persons other than TCIClarant, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI Whenever AmPaM proposes to register any TCI AmPaM Stock for its own or others other's account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) AmPaM and (ii) registrations relating to employee stock options or other benefit plans, TCI AmPaM shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 15 calendar days after receipt of such notice, TCI notwithstanding the provisions of Section 15 (except as specified below with respect to an IPO), AmPaM shall cause to be included in such registration all of the TCI AmPaM Stock issued to the such Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) AmPaM as a stock split, dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI AmPaM Stock) which any such Stockholder requests, other than shares of AmPaM Stock which may then be immediately sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act, and other than shares of AmPaM Stock that have been theretofore sold by the Stockholder in accordance with the 1933 Act, provided that TCI AmPaM shall have the right to reduce pro rata the number of shares of each selling Stockholder included in such registration to the extent that inclusion of such shares couldwould, in the written opinion of tax counsel to TCI AmPaM or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement Private Placement Memorandum as a tax-free organization under Section 351 of the Code; provided, however, that with respect to a proposal by AmPaM to register AmPaM Stock under the 1933 Act in connection with an IPO, no Stockholder shall be permitted pursuant to this Section 17.1 to have included in such registration more shares of AmPaM Stock than permitted to be sold by such Stockholder pursuant to Section 15.1. In addition, if TCI AmPaM is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI AmPaM is greater than the number of such shares which can be offered without adversely affecting the success of the offering, TCI AmPaM may reduce pro rata (among the Stockholders and all other selling security holders in the offering) the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter. If any Stockholder disapproves of the terms of the underwriting, that Stockholder may elect to withdraw therefrom by written notice to AmPaM and the managing underwriter. That Stockholder's shares of AmPaM Stock so withdrawn shall also be withdrawn from registration; provided, however, that, for each if by the withdrawal of such offering made by TCI after the IPO, such reduction shall be made first by reducing the shares a greater number of shares of AmPaM Stock held by other Stockholders may be included in such registration, then AmPaM shall offer to be sold by persons all other than TCIStockholders of AmPaM the right to include additional shares in the same proportion used in effecting the above limitations. AmPaM shall not, for a period of two years following the Closing Date, grant to any other person any rights to cause AmPaM to register any securities in priority over, or in precedent to, the rights granted to the Stockholders hereunder and to the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders pursuant to Section 17 of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding StockholdersOther Agreements.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI Whenever AmPaM proposes to register any TCI AmPaM Stock for its own or others other's account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) AmPaM and (ii) registrations relating to employee stock options or other benefit plans, TCI AmPaM shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 15 calendar days after receipt of such notice, TCI notwithstanding the provisions of Section 15 (except as specified below with respect to an IPO), AmPaM shall cause to be included in such registration all of the TCI AmPaM Stock issued to the such Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) AmPaM as a stock split, dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI AmPaM Stock) which any such Stockholder requests, other than shares of AmPaM Stock which may then be immediately sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act, and other than shares of AmPaM Stock that have been theretofore sold by the Stockholder in accordance with the 1933 Act, provided that TCI AmPaM shall have the right to reduce pro rata the number of shares of each selling Stockholder included in such registration to the extent that inclusion of such shares couldwould, in the written opinion of tax counsel to TCI AmPaM or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement Private Placement Memorandum as a tax-free organization under Section 351 of the Code; provided, however, that with respect to a proposal by AmPaM to register AmPaM Stock under the 1933 Act in connection with an IPO, no Stockholder shall be permitted pursuant to this Section 17.1 to have included in such registration more shares of AmPaM Stock than permitted to be sold by such Stockholder pursuant to Section 15.1. In addition, if TCI AmPaM is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI AmPaM is greater than the number of such shares which can be offered without adversely affecting the success of the offering, TCI AmPaM may reduce pro rata (among the Stockholders and all other selling security holders in the offering) the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter. If any Stockholder disapproves of the terms of the underwriting, that Stockholder may elect to withdraw therefrom by written notice to AmPaM and the managing underwriter. That Stockholder's shares of AmPaM Stock so withdrawn shall also be withdrawn from registration; provided, however, that, for each if by the withdrawal of such offering made by TCI after the IPO, such reduction shall be made first by reducing the shares a greater number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.AmPaM

Piggyback Registration Rights. At any time following the Funding and Consummation DateClosing, whenever TCI Pentacon proposes to register any TCI Pentacon Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) Pentacon and (ii) registrations relating to employee stock options or other benefit plans, TCI Pentacon shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 days after receipt of such notice, TCI Pentacon shall cause to be included in such registration all of the TCI Pentacon Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI Pentacon as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Pentacon Stock) which any such Stockholder requests, provided that TCI Pentacon shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares couldwould, in the written opinion of tax counsel to TCI Pentacon or its independent auditors, reasonably be likely to jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI Pentacon is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI Pentacon is greater than the number of such shares which can be offered without adversely affecting the offering, TCI Pentacon may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI Pentacon after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCIPentacon, the Stockholders and the stockholders Stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders Stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI IES proposes to register any TCI IES Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) IES and (ii) registrations relating to employee stock options or other benefit plans, TCI IES shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 10 days after receipt of such notice, TCI IES shall cause to be included in such registration all of the TCI IES Stock issued to the such Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) IES as a stock split, dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI IES Stock) which any such Stockholder requests, other than shares of IES Stock which may be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act, and other than shares of IES Stock that have been theretofore sold by the Stockholder in accordance with the 1933 Act, provided that TCI IES shall have the right to reduce pro rata the number of shares of each Selling Stockholder included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI IES or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI IES is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI IES is greater than the number of such shares which can be offered without adversely affecting the success of the offering, TCI IES may reduce pro rata (among the Stockholders and all other selling security holders in the offering) the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter. If any Stockholder disapproves of the terms of the underwriting, that Stockholder may elect to withdraw therefrom by written notice to IES and the managing underwriter. That Stockholder's shares of IES Stock so withdrawn shall also be withdrawn from registration; provided, however, that, for each if by the withdrawal of such offering made by TCI after the IPO, such reduction shall be made first by reducing the shares a greater number of shares of IES Stock held by other Stockholders may be included in such registration, then IES shall offer to be sold by persons all other than TCI, Stockholders of IES the Stockholders and right to include additional shares in the stockholders of same proportion used in effecting the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersabove limitations.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI RV Centers proposes to register any TCI RV Centers Stock for its own or others account others' accounts under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) RV Centers and (ii) registrations relating to employee stock options or other benefit plans, TCI RV Centers shall promptly give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 10 days after receipt of such notice, TCI RV Centers shall cause to be included in such registration all of the TCI RV Centers Stock issued to the such Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) RV Centers as a stock split, dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI RV Centers Stock) which any such Stockholder requests, other than shares of RV Centers Stock which may be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act, and other than shares of RV Centers Stock that have been theretofore sold by the Stockholder in accordance with the 1933 Act, provided that TCI RV Centers shall have the right to reduce pro rata the number of shares of each selling stockholder included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI RV Centers or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI RV Centers is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 16.1 that the number of shares to be sold by persons other than TCI RV Centers is greater than the number of such shares which can be offered without adversely affecting the success of the offering, TCI RV Centers may reduce pro rata (among the Stockholders and all other selling security holders in the offering) the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall . The right to cause RV Centers to register shares of RV Centers Stock under this Agreement may be made first by reducing the number assigned to any transferee or assignee of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersany Stockholder permitted under Section 14.1.

Piggyback Registration Rights. At any time following the Funding and Consummation DateClosing, whenever TCI CSI proposes to register any TCI CSI Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) CSI and (ii) registrations relating to employee stock options or other benefit plans, TCI CSI shall give each of the Stockholders STOCKHOLDER prompt written notice of its intent to do so. Upon the written request of any of the Stockholders STOCKHOLDER given within 30 days after receipt of such notice, TCI CSI shall cause to be included in such registration all of the TCI CSI Stock issued to the Stockholders STOCKHOLDER pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI CSI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI CSI Stock) which any such Stockholder the STOCKHOLDER requests, provided that TCI CSI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI CSI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codeorganization. In addition, if TCI CSI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI CSI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI CSI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI CSI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCICSI, the Stockholders STOCKHOLDER and the stockholders of the Other Founding Companies (collectively, the Stockholders STOCKHOLDER and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI QSI proposes to register any TCI QSI Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) QSI and (ii) registrations relating to employee stock options or other benefit plans, TCI QSI shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 days after receipt of such notice, TCI QSI shall cause to be included in such registration all of the TCI QSI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon which the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requestsStockholders request, provided that TCI QSI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI QSI or its independent auditors, jeopardize the status qualification of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under an exchange meeting the requirements of Code Section 351 of the Code351. In addition, if TCI QSI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 16.1 that the number of shares to be sold by persons other than TCI QSI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI QSI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed desired to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, notwithstanding Section 14.1 hereof, for each such offering made by TCI QSI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCIQSI, the Stockholders Company and the stockholders of the Other Founding Companies or the Stockholders thereof who receive shares of QSI Stock pursuant to the Other Agreements (collectively, the Stockholders Company and the stockholders of the other Other Founding Companies or the Stockholders thereof who receive shares of QSI Stock pursuant to the Other Agreements being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation DateClosing, whenever TCI Pentacon proposes to register any TCI Pentacon Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) Pentacon and (ii) registrations relating to employee stock options or other benefit plans, TCI Pentacon shall give each of the Stockholders and Other Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders or Other Stockholders given within 30 days after receipt of such notice, TCI Pentacon shall cause to be included in such registration all of the TCI Pentacon Stock issued to the Stockholders or Other Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI Pentacon as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Pentacon Stock) which any such Stockholder or Other Stockholder requests, provided that TCI Pentacon shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares couldwould, in the written opinion of tax counsel to TCI Pentacon or its independent auditors, reasonably be likely to jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI Pentacon is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI Pentacon is greater than the number of such shares which can be offered without adversely affecting the offering, TCI Pentacon may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI Pentacon after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCIPentacon, the Stockholders or Other Stockholders and the stockholders Stockholders of the Other Founding Companies (collectively, the Stockholders, Other Stockholders and the stockholders Stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following The Company covenants and agrees that (i) upon its filing of a registration statement on Form S-8 registering shares of Common Stock underlying certain of the Funding Company's options and Consummation warrants (which the Company shall file within one year after the issuance of this Warrant), and (ii) in the event the Company proposes to file a registration statement under the Securities Act of 1933, as amended (the "Act"), subsequent to the IPO and prior to the Expiration Date, whenever TCI proposes with respect to the offering of Common Stock (other than in connection with an exchange offer or a registration statement on Form S-4 or other similar registration statement not available to register securities so requested to be included), the Company shall in each case give written notice of such proposed filing to (i) if this Warrant has been exercised, the holders of the Warrant Shares and (ii) if this Warrant has not been exercised, the Warrantholders, in each case at least 30 days before the earlier of the anticipated or the actual effective date of the registration statement and at least ten days before the initial filing of such registration statement, and such notice shall offer to such Warrantholders the opportunity to include in such registration statement such number of Warrant Shares as they may request. Warrantholders desiring inclusion of Warrant Shares in such registration statement shall so inform the Company by written notice, given within 10 days of the giving of such notice by the Company in accordance with the provisions of Section 8.6 hereof. The Company shall permit, or shall cause the managing underwriter of a proposed offering to permit, the holders of Warrant Shares requested to be included in the registration to include such securities in the proposed offering on the same terms and conditions as applicable to any TCI Stock similar securities of the Company, if any, included therein for its own or others the account under of any person other than the 1933 Act Company and the holders of Warrants and/or Warrant Shares. The Company shall continuously maintain in effect any registration statement with respect to which the Warrant Shares have been requested to be included (and so included) for a public offering, other period of not less than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales 180 days after the effectiveness of such shares by the holders thereof) and registration statement or (ii) registrations relating to employee stock options or other benefit plans, TCI shall give each the consummation of the Stockholders prompt written notice distribution by the Warrantholders of its intent the Warrant Shares ("Piggy-back Termination Date"); PROVIDED, HOWEVER, that if at the Piggy-back Termination Date the Warrant Shares are covered by a registration statement which is, or is required to do so. Upon remain, in effect beyond the written request of Piggy-back Termination Date, the Company shall maintain in effect the registration statement as it relates to the Warrant Shares for so long as such registration statement remains or is required to remain in effect for any of the Stockholders given within 30 days after receipt such other securities. All expenses of such noticeregistration shall be borne by the Company, TCI shall cause to be included in such registration all of the TCI Stock issued except that underwriting commissions and expenses attributable to the Stockholders pursuant to this Agreement Warrant Shares and fees and distributions of counsel (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI asif any) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 Warrantholders requesting that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can Warrant Shares be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to will be sold by each such person) to a number deemed satisfactory borne by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding StockholdersWarrantholders.

Piggyback Registration Rights. At any time following the Funding and Consummation DateClosing, whenever TCI Pentacon proposes to register any TCI Pentacon Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) Pentacon and (ii) registrations relating to employee stock options or other benefit plans, TCI Pentacon shall give each of the Stockholders and Other Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 days after receipt of such notice, TCI Pentacon shall cause to be included in such registration all of the TCI Pentacon Stock issued to the Stockholders and Other Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI Pentacon as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Pentacon Stock) which any such Stockholder and Other Stockholder requests, provided that TCI Pentacon shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares couldwould, in the written opinion of tax counsel to TCI Pentacon or its independent auditors, reasonably be likely to jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI Pentacon is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI Pentacon is greater than the number of such shares which can be offered without adversely affecting the offering, TCI Pentacon may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI Pentacon after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCIPentacon, the Stockholders and Other Stockholders and the stockholders Stockholders of the Other Founding Companies (collectively, the Stockholders, the Other Stockholders and the stockholders Stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At (a) If Amtran at any time following the Funding and Consummation Date, whenever TCI proposes to register any TCI Stock for of its own or others account equity securities under the 1933 Securities Act for a purposes of conducting an underwritten public offering, offering for cash (other than a registration (i) on Form S-8 or S-4 or any shelf successor or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and similar forms, (ii) registrations relating to equity securities issuable upon exercise of employee stock options or other in connection with any employee benefit plansor similar plan of Amtran, TCI or (iii) in connection with an acquisition by Amtran of another company), in a manner which would permit registration of Registrable Securities (as defined below) for sale to the public under the Securities Act, it shall each such time give each written notice to ILFC of its intention to do so and of ILFC's rights under this Section 7 at least 30 days prior to the anticipated filing date of the Stockholders prompt written registration statement relating to such registration. Such notice shall offer ILFC the opportunity to include in such registration statement such number of its intent Registrable Securities as ILFC may request, subject to do sothe provisions of Section 7(b). Upon the written request of any ILFC made within ten days after the receipt of Amtran's notice (which request shall specify the number of Registrable Securities ILFC intends to include in the registration statement), Amtran shall use its best efforts to effect the registration under the Securities Act of all such Registrable Securities, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Stockholders given within 30 days after receipt of such notice, TCI shall cause Registrable Securities so to be included in such registration all of the TCI Stock issued registered; PROVIDED ILFC must sell its Registrable Securities to the Stockholders underwriters selected by Amtran on the same terms and conditions as apply to Amtran. Amtran shall pay all Registration Expenses (as defined below) in connection with each registration of Registrable Securities requested pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right Section 7. If Amtran determines not to reduce the number of shares included in file such registration statement or to the extent that inclusion of such shares could, in the written opinion of tax counsel withdraw it or not to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each consummate such offering made by TCI after the IPOfor any reason, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding StockholdersAmtran may do so in its own discretion without any liability hereunder.

Piggyback Registration Rights. At Subject to Sections 5.14 and 15.5, at any time following the Funding and Consummation DateClosing, whenever TCI the Purchaser proposes to register any TCI DocuNet Common Stock for its own or others others' account under the 1933 Securities Act for a public offering, other than (i) any shelf or other registration of DocuNet Common Stock; (ii) registrations of shares to be used solely as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) Purchaser; and (iiiii) registrations relating to employee stock options or other benefit plans, TCI the Purchaser shall give each of the Stockholders Seller prompt written notice of its intent to do so. Upon the written request of any of the Stockholders Seller given within 30 days after receipt of such notice, TCI Purchaser shall cause to be included in such registration all of the TCI DocuNet Common Stock issued to which the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder Seller requests, provided that TCI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In additionHowever, if TCI the Purchaser is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 15.1 that the number of shares to be sold by persons other than TCI the Purchaser is greater than the number of such shares which can be offered without adversely affecting the offering, TCI the Purchaser may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such personpersons) to a number deemed satisfactory by such managing underwriterunderwriter or such managing underwriter can eliminate the participation of all such persons in the offering, provided, provided that, for each such offering made by TCI the Purchaser after the IPOInitial Public Offering, such a reduction shall be made first by reducing the number of shares to be sold by persons other than TCIthe Purchaser, the Stockholders and Seller, the Founding Companies, the stockholders of the Other Founding Companies and other stockholders (collectively, the Stockholders and the stockholders "Other Stockholders") of the other Founding Companies being referred Company immediately prior to herein as the "Founding Stockholders")Initial Public Offering, and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Seller, the Founding Companies, the stockholders of the Founding Companies, and the Other Stockholders, pro rata based upon the number of shares held by such persons.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI TSII proposes to register any TCI TSII Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) TSII and (ii) registrations relating to employee stock options or other benefit plans, TCI TSII shall give each of the Stockholders COMPANY prompt written notice of its intent to do so. Upon the written request of any of the Stockholders COMPANY given within 30 days after receipt of such notice, TCI TSII shall cause to be included in such registration all of the TCI TSII Stock issued to the Stockholders COMPANY pursuant to this Agreement (including any stock issued as (or issuable upon which the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder COMPANY requests, provided that TCI TSII shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI TSII or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codeorganization. In addition, if TCI TSII is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI TSII is greater than the number of such shares which can be offered without adversely affecting the offering, TCI TSII may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed desired to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, notwithstanding Section 15.1 hereof, for each such offering made by TCI TSII after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCITSII, the Stockholders COMPANY and the stockholders of the Other Founding Companies or the stockholders thereof who receive shares of TSII Stock pursuant to the Other Agreements (collectively, the Stockholders COMPANY and the stockholders of the other Other Founding Companies or the stockholders thereof who receive shares of TSII Stock pursuant to the Other Agreements being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation DateClosing, whenever TCI Home proposes to register any TCI Home Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) Home and (ii) registrations relating to employee stock options or other benefit plans, TCI Home shall give each of the Stockholders Stockholder prompt written notice of its intent to do so. Upon the written request of any of the Stockholders Stockholder given within 30 days after receipt of such notice, TCI Home shall cause to be included in such registration all of the TCI Home Stock issued to the Stockholders Stockholder pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI Home as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Home Stock) which any such Stockholder requests, provided that TCI Home shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI Home or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI Home is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI Home is greater than the number of such shares which can be offered without adversely affecting the offering, TCI Home may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI Home after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCIHome, the Stockholders Stockholder and the stockholders of the Other Founding Companies (collectively, the Stockholders Stockholder and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation DateClosing, whenever TCI Pentacon proposes to register any TCI Pentacon Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) Pentacon and (ii) registrations relating to employee stock options or other benefit plans, TCI Pentacon shall give each of the Stockholders Stockholder prompt written notice of its intent to do so. Upon the written request of any of the Stockholders Stockholder given within 30 days after receipt of such notice, TCI Pentacon shall cause to be included in such registration all of the TCI Pentacon Stock issued to the Stockholders Stockholder pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI Pentacon as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Pentacon Stock) which any such Stockholder requests, provided that TCI Pentacon shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares couldwould, in the written opinion of tax counsel to TCI Pentacon or its independent auditors, reasonably be likely to jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI Pentacon is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI Pentacon is greater than the number of such shares which can be offered without adversely affecting the offering, TCI Pentacon may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI Pentacon after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCIPentacon, the Stockholders Stockholder and the stockholders Stockholder of the Other Founding Companies (collectively, the Stockholders Stockholder and the stockholders Stockholder of the other Founding Companies being referred to herein as the "Founding StockholdersStockholder"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding StockholdersStockholder.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI CEI proposes to register any TCI CEI Stock for its own or others others' account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) CEI and (ii) registrations relating to employee stock options or other benefit plans, TCI CEI shall give each of the Stockholders STOCKHOLDERS prompt written notice of its intent to do so. Upon the written request of any of the Stockholders STOCKHOLDERS given within 30 days after receipt of such notice, TCI CEI shall cause to be included in such registration all of the TCI CEI Stock issued to the Stockholders STOCKHOLDERS pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder STOCKHOLDER requests, provided that TCI CEI shall have the right to reduce the number of shares to be included by the STOCKHOLDER in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI CEI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codeorganization. In addition, if TCI CEI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI CEI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI CEI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI CEI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCICEI, the Stockholders STOCKHOLDERS and the stockholders of the Other Founding Companies (collectively, the Stockholders STOCKHOLDERS and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation Datebefore December 31, 2000, whenever TCI ARS proposes to register any TCI Common Stock for its own or others account under the 1933 Securities Act for a public offeringoffering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) any shelf employee compensation or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and benefit plans or (ii) registrations relating one or more acquisition transactions under a Registration Statement on either Form S-1 or Form S-4 under the Securities Act (or a successor to employee stock options either Form S-1 or other benefit plansForm S-4) (any such offering or issuance being an "Exempt Offering"), TCI shall ARS will give each of the Stockholders prompt Stockholder written notice of its intent to do so. Upon so (a "Registration Notice") at least 20 days prior to the written request of any filing of the related registration statement with the Commission. Such notice shall specify the approximate date on which ARS proposes to file such registration statement and shall contain a statement that the Stockholders given within 30 are entitled to participate in such offering and shall set forth the number of shares of Registrable Common (as hereinafter defined) that represents the best estimate of the lead managing underwriter (or if not known or applicable, ARS) that will be available for sale by the holders of Registrable Common in the proposed offering. If ARS shall have delivered a Registration Notice, each Stockholder shall be entitled to participate on the same terms and conditions as ARS in the public offering to which such Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this SECTION 2. Each Stockholder desiring to participate in such offering shall notify ARS no later than ten days after following receipt of the Registration Notice of the aggregate number of shares of Registrable Common that such notice, TCI Stockholder then desires to sell in the offering. Each Stockholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering to the extent that the inclusion of such shares shall cause not reduce the number of shares of Common Stock to be offered and sold by ARS to be included therein. If the lead managing underwriter selected by ARS for a public offering (or, if the offering is not underwritten, a financial advisor to ARS) determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold in such registration all offering, there shall be included in the offering only that number of shares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the TCI Stock issued offering, PROVIDED that if the lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold as aforesaid and so notifies ARS in writing, the Stockholders pursuant number of shares of Registrable Common to this Agreement (including any stock issued as (or issuable upon be offered and sold by holders desiring to participate in the conversion or exchange offering, shall be allocated among such holders on a pro rata basis based on their holdings of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI Registrable Common. ARS shall have the right at any time to reduce the number of shares requested by any Stockholder to be included in such registration to the extent that ARS reasonably concludes that inclusion of such shares could, in is likely to jeopardize the written opinion non-recognition status under the Code of any acquisition transaction consummated pursuant to any of the Acquisition Agreements; PROVIDED that any determination to exclude shares from any such registration pursuant to this provision shall be based on advice of tax counsel to TCI ARS or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersaccountants.

Piggyback Registration Rights. At any time following the Funding and Consummation Closing Date, whenever TCI Luminant proposes to register any TCI Common Stock for its own or others others' account under the 1933 Securities Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and Luminant, (ii) registrations relating to employee stock options or other benefit plansplans and (iii) registrations relating to rights offerings made to the stockholders of Luminant, TCI Luminant shall give the Seller and each of the Stockholders Members prompt written notice of its intent to do so. Upon the written request of the Seller or any of the Stockholders Member given within 30 thirty (30) days after receipt of such notice, TCI Luminant shall cause to be included in such registration all of the TCI Stock Shares issued to the Stockholders Seller or the Members pursuant to this Agreement (including any stock issued as (which the Seller or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder Member requests, provided that TCI Luminant shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI Luminant is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 8.02 that the number of shares of Common Stock to be sold by persons all Persons other than TCI Luminant is greater than the number of such shares of Common Stock which can be offered without adversely affecting the offering, TCI in which event Luminant may reduce pro rata the number of shares Shares offered for the accounts account of such persons the Seller and the Members pro rata (based upon the number of shares Shares proposed to be sold by each such personMember) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, Luminant such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares Shares to be sold by the Seller, the Members and other Persons (other than the Founding Stockholders, United Airlines, Young & Rubicam, Commonwealth Principals II, LLC (and its members) and Xx. Xxx Xxxxxx and their respective successors and assigns) on a pro rata basis, and next by reducing the shares of the Founding Stockholders, United Airlines, Young & Rubicam, Commonwealth Principals II, LLC (and its members) and Xx. Xxx Xxxxxx, and their respective successors and assigns in accordance with each of the applicable registration rights granted to those Persons prior to the date of this Agreement.

Piggyback Registration Rights. At If at any time following prior to the Funding and Consummation Dateremoval of restrictive legends pursuant to Rule 144(k) (i.e. two (2) years holding period), whenever TCI (i) the Company proposes to register any TCI shares of Common Stock for its own or others account under the 1933 Act for a public offeringSecurities Act, other than (i) on Forms S-8 , S-4 or any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales successor forms, in connection with a public offering of such shares by the holders thereoffor cash (a "Proposed Registration") and (ii) registrations relating to employee stock options or other benefit plansa Registration Statement covering the resale of all of the shares ("Registrable Securities") is not then effective and available for sales thereof by the Investors, TCI shall the Company shall, at such time, promptly give each of the Stockholders prompt Shareholder written notice of such Proposed Registration. Each Shareholder shall have ten (10) Business Days from its intent to do so. Upon the written request of any of the Stockholders given within 30 days after receipt of such noticenotice to deliver to the Company a written request specifying the amount of Registrable Securities that such Shareholder intends to sell and such Shareholder's intended method of distribution. Upon receipt of such request, TCI the Company shall use its best efforts to cause all Registrable Securities which the Company has been requested to register to be included in such registration all of registered under the TCI Stock issued Securities Act to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right extent necessary permit their sale or other security which is issued by TCI as) a dividend or other disposition in accordance with the intended methods of distribution with respect to, or specified in exchange for, or in replacement the request of such TCI Stock) which any such Stockholder requestsInvestor; provided, provided however, that TCI the Company shall have the right to reduce postpone or withdraw any Proposed Registration without obligation to the Shareholder. If, in connection with any underwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in a Proposed Registration because, in the judgment of such registration underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in such Proposed Registration only such limited portion of the Registrable Securities with respect to which each Shareholder has requested inclusion hereunder as such underwriter(s) shall permit. Any exclusion of Registrable Securities shall be made pro rate among the Shareholders seeking to include Registrable Securities in a Proposed Registration, in proportion to the extent number of Registrable Securities sought to be included by such Shareholders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such shares could, securities in the written opinion of tax counsel such Proposed Registration or are not entitled to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata inclusion with the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriterRegistrable Securities; and provided, providedfurther, that, for each such offering made by TCI after giving effect to the IPOimmediately preceding proviso, such reduction any exclusion of Registrable Securities shall be made first by reducing pro rata with holders of other securities having the number of shares right to be sold by persons other than TCI, include such securities in the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding StockholdersProposed Registration.

Piggyback Registration Rights. At any time following If the Funding and Consummation Date, whenever TCI Issuer proposes to register any TCI Common Stock for its own or others account under the 1933 Securities Act for a public offeringoffering for cash at any time after the underwritten initial public offering of the Common Stock of the Issuer and before March 31, 1999, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by an Exempt Offering, the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall Issuer will give each of the Stockholders prompt Noteholder written notice of its intent to do so. Upon so (a "Registration Notice") at least 20 days prior to the written request of any filing of the Stockholders given within 30 related registration statement with the Commission. Such notice shall specify the approximate date on which the Issuer proposes to file such registration statement and shall contain a statement that the Noteholders are entitled to participate in such offering and shall set forth the number of shares of Registrable Common that represents the best estimate of the lead managing underwriter (or if not known or applicable, the Issuer) that will be available for sale by the holders of Registrable Common in the proposed offering. If the Issuer shall have delivered a Registration Notice, each Noteholder shall, upon conversion of his or her Note, be entitled to participate on the same terms and conditions as the Issuer in the public offering to which such Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this Section 2. Each Noteholder desiring to participate in such offering shall, no later than ten days after following receipt of the Registration Notice, (i) effective immediately prior to the closing of the offering, convert his or her Note into Registrable Common, if such notice, TCI Note has not previously been converted and (ii) notify the Issuer of the aggregate number of shares of Registrable Common that such Noteholder then desires to sell in the offering. Each Noteholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering to the extent that the inclusion of such shares shall cause not reduce the number of shares of Common Stock to be offered and sold by the Issuer to be included therein. If the lead managing underwriter selected by the Issuer for a public offering (or, if the offering is not underwritten, a financial advisor to the Issuer) determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold in such registration all offering, there shall be included in the offering only that number of shares of Registrable Common, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the TCI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requestsoffering, provided that TCI if the lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold as aforesaid and so notifies the Issuer in writing, then the number of shares of Registrable Common to be offered and sold by holders desiring to participate in the offering shall be allocated among such holders on a pro rata basis based on their holdings of Registrable Common. The Issuer shall have the right at any time to reduce the number of shares requested by any Noteholder to be included in such registration to the extent that the Issuer reasonably concludes that inclusion of such shares could, in is likely to jeopardize the written opinion non-recognition status under the Code of the transaction consummated pursuant to the Purchase Agreement; provided that any determination to exclude shares from any such registration pursuant to this provision shall be based on advice of tax counsel to TCI the Issuer or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersaccountants.

Piggyback Registration Rights. At If at any time following after the Funding and Consummation Date, whenever TCI Effective Date the Parent proposes to register any TCI Stock for its own or others account file a registration statement under the 1933 Act for a public offeringon Form X-0, other than Xxxx X-0, Form SB-1, Form SB-2 or Form S-3 (ior any successors to those Forms) any shelf or other registration covering an offering of shares of Parent Common Stock, the Parent shall (each such time, subject to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereoflimitations below) and (ii) registrations relating give written notice to employee stock options or other benefit plans, TCI shall give each of the Stockholders prompt written notice Sellers of its intent intention to do so. Upon , and, upon the written request of a Seller given to the Parent within twenty (20) days after the Parent's notice, the Parent shall, subject to the provisions below, include in the registration statement such number of such shares of Parent Common Stock owned by the Seller as such Seller may designate in such Seller's request. If any registration of which a Seller is given notice pursuant to the immediately preceding sentence shall be, in whole or in part, in connection with an underwritten offering of shares of Parent Common Stock, if the managing underwriter or underwriters determine and advise the Parent that the inclusion in the registration statement of all or a portion of a Seller's shares of Parent Common Stock, as requested, would interfere with the successful marketing of the Stockholders given within 30 days after receipt other shares of Parent Common Stock being sold or would adversely affect the pricing for those shares, the Parent shall not be obligated to include such notice, TCI shall cause to be included in such registration all Seller's shares of the TCI Parent Common Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included in such registration to the extent that the inclusion of such shares couldshares, in the written opinion of tax counsel to TCI such managing underwriter or its independent auditorsunderwriters, jeopardize would interfere with the status successful marketing of the transactions contemplated hereby and by other shares of Parent Common Stock being sold or the Registration Statement as a tax-free organization under Section 351 price for those shares of the CodeParent Common Stock. In addition, if TCI If there is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered shares of Parent Common Stock, and a Seller has been given the opportunity to exercise the rights conferred by the first sentence of this Section 5.09 but such Seller elects not to sell such Seller's shares of Parent Common Stock to the underwriter or underwriters or is not able to sell all shares as to which the Seller exercised such rights, such Seller shall not sell those shares of Parent Common Stock (i) during the period of distribution of the shares of Parent Common Stock by the underwriter or underwriters and (ii) during any further period that participants in the offering and/or the Parent agree not to sell their shares of Parent Common Stock at the request of the underwriter or underwriters. Notwithstanding the foregoing, the Parent shall not be obligated to include a Seller's shares of Parent Common Stock in a registration statement if at the time of the proposed offering the sale of such Seller's shares of Parent Common Stock could be accomplished pursuant to any exemption from the registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders requirements of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding StockholdersAct.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI QSI proposes to register any TCI QSI Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) QSI and (ii) registrations relating to employee stock options or other benefit plans, TCI QSI shall give each of the Stockholders Stockholder prompt written notice of its intent to do so. Upon the written request of any of the Stockholders Stockholder given within 30 days after receipt of such notice, TCI QSI shall cause to be included in such registration all of the TCI QSI Stock issued to the Stockholders Stockholder pursuant to this Agreement (including any stock issued as (or issuable upon which the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI QSI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI QSI or its independent auditors, jeopardize the status qualification of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under an exchange meeting the requirements of Code Section 351 of the Code351. In addition, if TCI QSI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 16.1 that the number of shares to be sold by persons other than TCI QSI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI QSI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed desired to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, notwithstanding Section 14.1 hereof, for each such offering made by TCI QSI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCIQSI, the Stockholders Company and the stockholders of the Other Founding Companies or the Stockholders thereof who receive shares of QSI Stock pursuant to the Other Agreements (collectively, the Stockholders Company and the stockholders of the other Other Founding Companies or the Stockholders thereof who receive shares of QSI Stock pursuant to the Other Agreements being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following after the Funding date hereof and Consummation Datebefore the fifth anniversary of such date, whenever TCI iExalt proposes to register any TCI Common Stock for its own account (or others for the account of any Stockholder of iExalt) under the 1933 Securities Act for in a public offeringoffering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) any shelf employee compensation or benefit plans or other registration of shares transactions under a Registration Statement on Form S-8 (or any successor to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereofForm S-8) and or (ii) registrations relating one or more acquisition transactions under a Registration Statement on Form S-4 or Form S-1 under the Securities Act (or a successor to employee stock options Form S-4 or other benefit plansForm S-1) (any such offering or issuance being an "EXEMPT OFFERING"), TCI shall iExalt will give each of the Stockholders prompt Stockholder written notice of its intent to do so. Upon so (a "REGISTRATION NOTICE") at least 20 days prior to the written request of any filing of the related registration statement with the Commission. Such notice shall specify the approximate date on which iExalt proposes to file such registration statement and shall contain a statement that the Stockholders given within 30 are entitled to participate in such offering and shall set forth the number of shares of Registrable Common that represents the best estimate of the lead managing underwriter (or if not known or applicable, iExalt) that will be available for sale by the holders of Registrable Common in the proposed offering. If iExalt shall have delivered a Registration Notice, each Stockholder shall be entitled to participate on the same terms and conditions as iExalt in the public offering to which the Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this Section 2(a). Each Stockholder desiring to participate in such offering shall notify iExalt no later than ten days after following receipt of the Registration Notice of the aggregate number of shares of Registrable Common that such noticeStockholder then desires to sell in the public offering. Each Stockholder desiring to participate in the public offering may include shares of Registrable Common in the registration statement relating to such offering, TCI to the extent that the inclusion of such shares shall cause not reduce the number of shares of Common Stock to be offered and sold by iExalt to be included therein. If the lead managing underwriter selected by iExalt for a public offering (or, if the offering is not underwritten, a financial advisor to iExalt) determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold in such offering, there shall be included in the offering only that number of shares of Registrable Common, if any, requested to be included in the offering that such registration all lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the TCI Stock issued offering, PROVIDED, HOWEVER, that if the lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold as aforesaid and so notifies iExalt and any requesting Stockholder in writing, the number of shares of Registrable Common to be offered and sold by holders desiring to participate in the offering, shall be allocated among such holders on a PRO RATA basis based on their holdings of Registrable Common. Notwithstanding anything herein to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon contrary, the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI Company shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI terminate or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to withdraw any registration statement initiated by it under this Section 17.1 that prior to the number of shares to be sold by persons other than TCI is greater than the number effectiveness of such registration whether or not any Stockholder has elected to include any shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of Registrable Common in such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersregistration.

Piggyback Registration Rights. At any time following before the Funding and Consummation Datethird anniversary of the date of this Agreement, whenever TCI the Company proposes to register any TCI Common Stock for its own or others account under the 1933 Securities Act for a public offeringoffering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) any shelf employee compensation or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and benefit plans or (ii) registrations relating one or more acquisition transactions under a Registration Statement on Form S-4 or Form S-1 under the Securities Act (or a successor to employee stock options Form S-4 or other benefit plansForm S-1) (any such offering or issuance being an "EXEMPT OFFERING"), TCI shall the Company will give each of the Stockholders prompt COTG written notice of its intent to do so. Upon so (a "REGISTRATION NOTICE") at least 15 days prior to the written request of any filing of the Stockholders given within 30 related registration statement with the Commission. Such notice shall specify the approximate date on which the Company proposes to file such registration statement and shall contain a statement that COTG is entitled to participate in such offering and shall set forth the number of shares of Common Stock that represents the best estimate of the lead managing underwriter (or if not known or applicable, the Company) that will be available for sale in the proposed offering by COTG and all other stockholders of the Company who have entered into an agreement with the Company affording them registration rights (collectively with COTG, the "SELLING STOCKHOLDERS"). If the Company shall have delivered a Registration Notice, COTG shall be entitled to participate on the same terms and conditions as the Company and each other Selling Stockholder in the public offering to which the Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this Section 2. COTG shall notify the Company no later than ten days after following receipt of such notice, TCI shall cause to be included in such registration all the Registration Notice of the TCI Stock issued aggregate number of shares of Registrable Common that it then desires to sell in the offering. COTG may include shares of Registrable Common in the registration statement relating to the Stockholders pursuant offering to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement extent that the inclusion of such TCI Stock) which any such Stockholder requests, provided that TCI shares shall have the right to not reduce the number of shares of Common Stock to be offered and sold by the Company to be included in such registration therein. If the lead managing underwriter selected by the Company for a public offering (or, if the offering is not underwritten, a financial advisor to the extent Company) determines that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as marketing factors require a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that limitation on the number of shares of Registrable Common to be offered and sold by persons other than TCI is greater than in such offering, there shall be included in the offering only that number of shares of Registrable Common, if any, requested to be included in the offering that such shares which can be offered without adversely affecting lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the offering, TCI PROVIDED, HOWEVER, that if the lead managing underwriter or financial advisor, as the case may reduce pro rata be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered for and sold as aforesaid and so notifies the accounts of such persons (based upon Company in writing, the number of shares proposed of Common Stock to be offered and sold by each such person) COTG and all other Selling Stockholders desiring to a number deemed satisfactory by such managing underwriterparticipate in the offering, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the allocated among such holders on a PRO RATA basis based on number of shares of Common Stock as to be sold by persons other than TCI, which each has given the Stockholders and the stockholders Company notice of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred its intention to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersinclude in such offering.

Piggyback Registration Rights. At any time following the Funding and Consummation DateClosing, whenever TCI CSI proposes to register any TCI CSI Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) CSI and (ii) registrations relating to employee stock options or other benefit plans, TCI CSI shall give each of the Stockholders STOCKHOLDERS prompt written notice of its intent to do so. Upon the written request of any of the Stockholders STOCKHOLDER given within 30 days after receipt of such notice, TCI CSI shall cause to be included in such registration all of the TCI CSI Stock issued to the Stockholders such STOCKHOLDER pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI CSI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI CSI Stock) which any such Stockholder the STOCKHOLDER requests, provided that TCI CSI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI CSI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codeorganization. In addition, if TCI CSI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI CSI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI CSI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI CSI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCICSI, the Stockholders STOCKHOLDERS and the stockholders of the Other Founding Companies (collectively, the Stockholders STOCKHOLDERS and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation Closing Date, whenever TCI Clarant proposes to register any TCI Clarant Common Stock for its own or others others' account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and Clarant, (ii) registrations relating to employee stock options or other benefit plansplans and (iii) registrations relating to rights offerings made to the stockholders of Clarant, TCI Clarant shall give each of the Accredited Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Accredited Stockholders given within 30 thirty (30) days after receipt of such notice, TCI Clarant shall cause to be included in such registration all of the TCI Clarant Common Stock issued to the Accredited Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Accredited Stockholder requests, provided that TCI Clarant shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI Clarant or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codeorganization. In addition, if TCI Clarant is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons Persons other than TCI Clarant is greater than the number of such shares which can be offered without adversely affecting the offering, TCI Clarant may reduce pro rata the number of shares offered for the accounts of such persons Persons (based upon the number of shares proposed to be sold by each such personPerson) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI Clarant after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons Persons other than TCIClarant, the Accredited Stockholders and the stockholders of the Other Founding Companies (collectively, the Accredited Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation Dateclosing of the IPO, whenever TCI the Company proposes to register any TCI Company Common Stock for its own or others others' account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares of Company Common Stock to be used as consideration for acquisitions of additional businesses by TCI the Company (including any registration unless other shareholders of resales the Company are permitted to exercise piggyback rights to sell shares of Company Common Stock pursuant to such shares by the holders thereof) and registration), (ii) registrations relating to employee stock options or other benefit plansplans and (iii) registrations relating to rights offerings made to the stockholders of the Company, TCI the Company shall give each of the Stockholders prompt UAL written notice of its intent to do soconduct an offering prior to filing an applicable registration statement. Upon If UAL gives the Company written request notice within ten (10) days of any of receiving a notice from the Stockholders given within 30 days after receipt of such noticeCompany that an offering (other than an offering identified in (i), TCI (ii), or (iii) above) is intended, the Company shall cause to be included in such registration all of the TCI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder Shares that UAL requests, provided that TCI SUBJECT, HOWEVER, TO THE FOLLOWING PROVISOS: (a) the Company shall have the right to reduce the number of shares Shares to be included in such registration to the extent that inclusion of such shares could, in offering if the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI Company is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 3 that the number of shares of Company Common Stock to be sold by persons Persons other than TCI the Company is greater than the number of such shares which of Company Common Stock that can be offered without adversely affecting the offering, TCI in which case, the Company may reduce pro rata the number of shares of Company Common Stock offered for the accounts of such persons Persons (based upon the number of shares of Company Common Stock proposed to be sold by each such personPerson and including the Shares) to a number deemed satisfactory by such the managing underwriter, provided, that, ; and (b) for each such offering made by TCI the Company after the IPO, such a reduction of the number of shares of Company Common Stock to be included in the offering by Persons who have requested their shares of Company Common Stock to be included in the offering shall be made first by reducing the number of shares of Company Common Stock to be sold by persons Persons other than TCIthe Company, the Stockholders UAL, Commonwealth Principals II, LLC, Xxxxxxxxx X. Xxxxxx, and the stockholders of the Other Founding Companies who have been granted registration rights (collectively, the Stockholders and the stockholders of the other Founding Companies being are hereafter referred to herein as the "Founding Stockholders")) under the transactions associated with the IPO, next, if a further reduction is required, by reducing the number of shares of Company Common Stock to be sold by UAL, next if a further reduction is required, by reducing the number of shares of Company Common Stock to be sold by Commonwealth Principals II, LLC and Xxxxxxxxx X. Xxxxxx, and thereafter, if a further reduction is required, by reducing the number of shares of Company Common Stock to be sold by the Founding Stockholders. No registration effected under this Section 3 shall relieve the Company of its obligation to effect a demand registration under Section 2, nor shall any registration under this Section 3 be deemed to have been effected under Section 2.

Piggyback Registration Rights. At Subject to the provisions of Section 5.4, if Forcenergy at any time following the Funding and Consummation Date, whenever TCI proposes to register any TCI Stock for of its common stock under the Securities Act (other than registrations on Forms S-4 or S-8 or any successor forms thereof or registrations of securities in connection with a Rule 145 transaction), whether of its own accord or others account under at the 1933 Act for request of any holder or holders of its securities, it shall at such time promptly after the receipt of a public offering, other request from holder(s) of its securities or its own decision to initiate a registration (but no later than (iten business days) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall give each of the Stockholders prompt written notice to the Stockholder of its intent intention to do so. Upon the written request of any of the Stockholders given delivered to Forcenergy within 30 ten business days after receipt of any such notice, TCI Forcenergy shall use reasonable efforts (subject to the provisions of this Section 5.2) to cause all shares of Stock, which Stockholders shall have so requested registration thereof, to be included registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the Stockholder of such shares of Stock; PROVIDED, HOWEVER, Forcenergy may elect not to file a registration statement pursuant to this Section 5.2 or may withdraw any registration statement filed pursuant to this Section 5.2 at any time prior to the effective date hereof. If the managing underwriter for the offering advises that marketing factors require the inclusion in such registration of some or all of the TCI shares of Stock issued sought to be registered by the Stockholders pursuant to this Agreement (including be limited or that the number of securities to be registered at the insistence of Forcenergy and any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce selling shareholders plus the number of shares included of Stock sought to be registered by the Stockholders should be limited due to marketing factors, the number of shares of Stock sought to be registered by the Stockholders and such other selling shareholders shall be reduced pro rata, based on the number of securities sought to be registered by each Stockholder, Forcenergy or such other selling shareholder, to the number recommended by the managing underwriter. In connection with any offering involving an underwriting of shares being issued by Forcenergy, Forcenergy shall not be required to include any of the shares of Stock in such registration underwriting pursuant to Section 5.2 unless the extent that inclusion of such shares could, in Stockholder accepts the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status terms of the transactions contemplated hereby underwriting as agreed upon between Forcenergy and by the Registration Statement as a tax-free organization underwriters. The shares of Stock proposed to be registered under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can 5.2 hereof shall be offered without adversely affecting for sale at the offering, TCI may reduce pro rata same public offering price as the number shares of shares common stock of Forcenergy offered for the accounts of such persons (based upon the number of shares proposed to be sold sale by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons Forcenergy or any other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersselling shareholder covered thereby.

Piggyback Registration Rights. At any time following the Funding and Consummation Closing Date, whenever TCI Clarant proposes to register any TCI Clarant Common Stock for its own or others others' account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and Clarant, (ii) registrations relating to employee stock options or other benefit plansplans and (iii) registrations relating to rights offerings made to the stockholders of Clarant, TCI Clarant shall give each of the Stockholders Members prompt written notice of its intent to do so. Upon the written request of any of the Stockholders Members given within 30 thirty (30) days after receipt of such notice, TCI Clarant shall cause to be included in such registration all of the TCI Clarant Common Stock issued to the Stockholders Members pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder Member requests, provided that TCI Clarant shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI Clarant or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codeorganization. In addition, if TCI Clarant is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons Persons other than TCI Clarant is greater than the number of such shares which can be offered without adversely affecting the offering, TCI Clarant may reduce pro rata the number of shares offered for the accounts of such persons Persons (based upon the number of shares proposed to be sold by each such personPerson) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI Clarant after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons Persons other than TCIClarant, the Stockholders Members and the members and stockholders of the Other Founding Companies (collectively, the Stockholders Members and the stockholders members of the other Founding Companies being referred to herein as the "Founding StockholdersMembers"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding StockholdersMembers.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI RV Centers proposes to register any TCI RV Centers Stock for its own or others account others' accounts under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) RV Centers and (ii) registrations relating to employee stock options or other benefit plans, TCI RV Centers shall promptly give each of the Stockholders prompt Seller written notice of its intent to do so. Upon the written request of any of the Stockholders Seller given within 30 10 days after receipt of such notice, TCI RV Centers shall cause to be included in such registration all of the TCI RV Centers Stock issued to the Stockholders Seller pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) RV Centers as a stock split, dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI RV Centers Stock) which the Seller requests, other than shares of RV Centers Stock which may be sold under Rule 144(k) (or any such Stockholder requestssimilar or successor provision) promulgated under the 1933 Act, and other than shares of RV Centers Stock that have been theretofore sold by the Seller in accordance with the 1933 Act, provided that TCI RV Centers shall have the right to reduce pro rata the number of shares of each seller included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI RV Centers or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI RV Centers is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 16.1 that the number of shares to be sold by persons other than TCI RV Centers is greater than the number of such shares which can be offered without adversely affecting the success of the offering, TCI RV Centers may reduce pro rata (among the Seller and all other selling security holders in the offering) the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall . The right to cause RV Centers to register shares of RV Centers Stock under this Agreement may be made first by reducing the number assigned to any transferee or assignee of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding StockholdersSeller permitted under Section 14.1.

Piggyback Registration Rights. At any time following the Funding and Consummation Closing Date, whenever TCI Clarant proposes to register any TCI Clarant Common Stock for its own or others others' account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and Clarant, (ii) registrations relating to employee stock options or other benefit plansplans and (iii) registrations relating to rights offerings made to the stockholders of Clarant, TCI Clarant shall give each of the Stockholders Members prompt written notice of its intent to do so. Upon the written request of any of the Stockholders Members given within 30 thirty (30) days after receipt of such notice, TCI Clarant shall cause to be included in such registration all of the TCI Clarant Common Stock issued to the Stockholders Members pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder Member requests, provided that TCI Clarant shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI Clarant or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codeorganization. In addition, if TCI Clarant is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons Persons other than TCI Clarant is greater than the number of such shares which can be offered without adversely affecting the offering, TCI Clarant may reduce pro rata the number of shares offered for the accounts of such persons Persons (based upon the number of shares proposed to be sold by each such personPerson) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI Clarant after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons Persons other than TCIClarant, the Stockholders Members and the stockholders members of the Other Founding Companies (collectively, the Stockholders Members and the stockholders members of the other Founding Companies being referred to herein as the "Founding StockholdersMembers"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding StockholdersMembers.

Piggyback Registration Rights. At any time following the Funding and Consummation Closing Date, whenever TCI the Company proposes to register any TCI Company Common Stock for its own or others others' account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and Company, (ii) registrations relating to employee stock options or other benefit plansplans and (iii) registrations relating to rights offerings made to the stockholders of the Company, TCI the Company shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 thirty (30) days after receipt of such notice, TCI the Company shall cause to be included in such registration all of the TCI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) Shares which any such Stockholder requests, provided that TCI the Company shall have the right to reduce the number of shares Shares included in such registration to the extent that inclusion of such shares Shares could, in the written opinion of tax counsel to TCI the Company or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement IPO Event as a tax-free organization under Section 351 of the Codeorganization. In addition, if TCI the Company is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 2.1 that the number of shares to be sold by persons Persons other than TCI the Company is greater than the number of such shares which can be offered without adversely affecting the offering, TCI the Company may reduce pro rata the number of shares offered for the accounts of such persons Persons (based upon the number of shares proposed to be sold by each such personPerson) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI the Company after the IPOIPO Event, such reduction shall be made first by reducing the number of shares to be sold by persons Persons other than TCIthe Company, the Stockholders and the stockholders of the Other Founding Companies who have been granted registration rights (collectively, the Stockholders and the stockholders of the other Founding Companies being are hereafter referred to herein as the "Founding Stockholders"), next, if a further reduction is required, by reducing the number of shares to be sold by the Stockholders, and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At If at any time following on or after one year from the Funding and Consummation DateEffective Time, whenever TCI proposes TechTeam proposes, other than pursuant to its obligation under Section 11.1, to register any TCI TechTeam Stock for its own or others account under the 1933 Securities Act for on a public offering, other than (i) any shelf or other form which would permit registration of shares the Merger Consideration or the Contingent Shares for sale to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of the general public, TechTeam shall each such shares by the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall time give each of the Stockholders prompt written notice to the Shareholder of its intent intention to do so, describing the securities to be registered and specifying the form and manner and other relevant facts involved in such proposed registration. Upon the written request of the Shareholder within 20 days after the giving of any such notice (which request shall specify the TechTeam Stock intended to be disposed of by Shareholder), TechTeam will use its best efforts as a part of its filing of such form to effect the registration under the Securities Act of all Merger Consideration or Contingent Shares which TechTeam has been so requested to register by the Shareholder; provided, however, that in the event TechTeam proposes to register any of its securities for the Stockholders given within 30 days after receipt of such notice, TCI shall cause to be included in such registration all of the TCI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange account of any convertible securityholder of its securities other than the Shareholder, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement Shareholder may not request TechTeam to effect the registration of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce more than the number of shares included in such registration of TechTeam Stock held by Shareholder which bears the same ratio to the extent that inclusion total number of such shares could, in the written opinion of tax counsel to TCI Merger Consideration or its independent auditors, jeopardize the status of the transactions contemplated hereby and Contingent Shares held by the Registration Statement Shareholder as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares of securities that TechTeam proposes to be sold by persons register for the account of all other than TCI is greater than selling shareholders in that registration statement bears to the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the total number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold securities held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders all of the other Founding Companies being referred selling shareholders. TechTeam shall not be required to herein as honor any such request if, in the "Founding Stockholders")opinion of counsel to TechTeam, registration under the Securities Act is not required for the transfer of the TechTeam Stock in the manner proposed by Shareholder or that the registration is for a limited purpose or through a limited process such that, without the Shareholder's shares, the regulatory oversight or registration process would be more limited. If any such registration relates to a firmly underwritten offering of TechTeam Stock for the account of TechTeam, and thereafterif the manager or underwriter of such offering advises TechTeam in writing that, if a further reduction is requiredin its opinion, inclusion of TechTeam Stock held by reducing the number of Shareholder would adversely affect any such offering, then such shares shall, to such extent, be sold by the Founding Stockholdersexcluded from such registration.

Piggyback Registration Rights. At any time following the Funding and Consummation Datedate hereof, whenever TCI the Company proposes to register any TCI Stock for its own or others other's account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) Company and (ii) registrations relating to employee stock options or other benefit plans, TCI the Company shall give each of the Stockholders Undersigned prompt written notice of its intent to do so. Upon the written request of any of the Stockholders Undersigned given within 30 15 calendar days after receipt of such notice, TCI notwithstanding the provisions of Section 1 (except as specified below with respect to an IPO), the Company shall cause to be included in such registration all of the TCI Stock issued to held or owned by the Stockholders pursuant to this Agreement Undersigned (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) the Company as a stock split, dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder the Undersigned requests, provided other than shares of Stock which may then be immediately sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act, and other than shares of Stock that TCI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and been theretofore sold by the Registration Statement as a tax-free organization under Section 351 of Undersigned in accordance with the Code1933 Act. In addition, if TCI the Company is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 3.1 that the number of shares to be sold by persons other than TCI the Company is greater than the number of such shares which can be offered without adversely affecting the success of the offering, TCI the Company may reduce pro rata (among the Undersigned and all other selling security holders in the offering) the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after . If the IPO, such reduction shall be made first by reducing Undersigned disapproves of the number terms of shares to be sold by persons other than TCIthe underwriting, the Stockholders Undersigned may elect to withdraw therefrom by written notice to the Company and the stockholders managing underwriter. The Undersigned's shares of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to Stock so withdrawn shall also be sold by the Founding Stockholderswithdrawn from registration.

Piggyback Registration Rights. At Subject to Section 3 above, if the Company at any time following the Funding and Consummation Date, whenever TCI proposes for any reason to register any TCI of its Common Stock (either for its own account or others for the account of other security holders) under the 1933 Securities Act for a public offering, (other than on Form S-4 or Form S-8 promulgated under the Securities Act (ior any successor forms thereto)) and the shares of Common Stock issuable upon exercise of this Warrant are not already subject to an existing registration statement, the Company shall give written notice to the Holder of its intention to so register shares of Common Stock at least ten days (10) days before the initial filing of the registration statement related thereto and, upon the request, delivered to the Company within three (3) days after delivery of any shelf or other such notice by the Company, of the Holder to include in such registration any shares of Common Stock issuable upon exercise of this Warrant (which request shall specify the number of shares of Common Stock proposed to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of included in such registration), the Company shall use reasonable efforts to cause all such shares by the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 days after receipt of such notice, TCI shall cause Common Stock to be included in such registration on the same terms and conditions as the securities otherwise being sold in such registration; provided, however, that if the managing underwriter, placement agent or the Company, determines that the inclusion of all such shares of Common Stock requested to be included in such registration would interfere with the successful marketing (including pricing) of the TCI shares of Common Stock issued proposed to be registered by the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible securityCompany, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce then the number of shares of Common Stock proposed to be included in such registration shall be reduced in the sole discretion of the underwriters, placement agent or the Company, as the case may be. Notwithstanding the foregoing, if, at any time after giving written notice of its intention to register any securities and prior to the extent that inclusion effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such shares couldsecurities, the Company may, at its election, give written notice of such determination to the Holder and, thereupon (i) in the written opinion case of tax counsel a determination not to TCI or register, shall be relieved of its independent auditorsobligation to register any shares of Common Stock issuable upon exercise of this Warrant and (ii) in the case of a determination to delay registering, jeopardize shall be permitted to delay registering any shares of Common Stock issuable upon exercise of this Warrant, for the status of same period as the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised delay in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of registering such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding StockholdersCommon Stock.

Piggyback Registration Rights. At Notwithstanding any provisions of this Agreement to the contrary other than the provisions of Section 17.5, at any time following the Funding and Consummation Date, whenever TCI TSII proposes to register any TCI TSII Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) TSII and (ii) registrations relating to employee stock options or other benefit plans, TCI TSII shall give each of the Stockholders COMPANY prompt written notice of its intent to do so. Upon the written request of any of the Stockholders COMPANY given within 30 days after receipt of such notice, TCI TSII shall cause to be included in such registration all of the TCI TSII Stock issued to the Stockholders COMPANY pursuant to this Agreement (including any stock issued as (or issuable upon which the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder COMPANY requests, provided that TCI TSII shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI TSII or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codeorganization. In addition, if TCI TSII is advised in writing in good faith by any managing underwriter of an underwritten offering of 91 the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI TSII is greater than the number of such shares which can be offered without adversely affecting the offering, TCI TSII may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed desired to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, notwithstanding Section 15.1 hereof, for each such offering made by TCI TSII after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCITSII, the Stockholders COMPANY and the stockholders of the Other Founding Companies or the stockholders thereof who receive shares of TSII Stock pursuant to the Other Agreements (collectively, the Stockholders COMPANY and the stockholders of the other Other Founding Companies or the stockholders thereof who receive shares of TSII Stock pursuant to the Other Agreements being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At If the Company at any time following the Funding and Consummation Date, whenever TCI proposes to register any TCI Stock of its securities under the Securities Act for sale to the public, whether for its own account or others for the account of other security holders or both (except with respect to registration statements on Forms S-4 or S-8 or another form not available for registering the Common Stock and shares (if any) issuable under the 1933 Act warrants (the "Registrable Securities") for a public offeringsale to the public), other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of each such shares by the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall time it will give each of the Stockholders prompt written notice to Investors of its intent intention so to do sodo. Upon the written request of any of Investor received by the Stockholders given Company within 30 10 days after receipt the giving of any such notice by the Company, to register such number of Registrable Securities held by such Investor specified in such written request, the Company will cause the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by such Investor (in accordance with its written request) of such noticeRegistrable Securities so registered. In the event that any registration pursuant to this Section 6.15 shall be, TCI shall cause in whole or in part, an underwritten public offering of Common Stock, the number of Registrable Securities to be included in such registration all of the TCI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included in such registration an underwriting may be reduced if and to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status managing underwriter shall be of the transactions contemplated hereby and by opinion that such inclusion would adversely affect the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering marketing of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI the Company therein. In the event such a reduction is greater than necessary, the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made borne first by reducing the number holders of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders")Common Stock who are not Investors, and thereafter, if a further reduction is requirednecessary in the judgment of the managing underwriter, by reducing then, all Investors proposing to sell Registrable Securities and holders of warrants issued in conjunction with the issuance of the Series A Redeemable Common Stock and the Series B Redeemable Preferred Stock in the offering shall bear the reduction on a pro-rata basis, based on the number of shares Registrable Securities each Investor proposed to be sold offer for sale in the Offering, or an Investor holding a majority of the Registrable Securities may elect to withdraw from such registration all Registrable Securities held by Investors as to which registration was requested. Notwithstanding the Founding Stockholdersforegoing provisions, the Company may for any reason and without the consent of Investors withdraw any registration statement referred to in this Section 6.15 without thereby incurring any liability to any Investor.

Piggyback Registration Rights. At The Company shall afford each Holder of Registrable Securities the opportunity to include such Registrable Securities in any time following registration statement filed for purposes of a public offering of securities of the Funding Company of the same class as the Registrable Securities or which are convertible into or exercisable for such class of securities (including, without limitation a public offering made on a continuous basis pursuant to Rule 415) (other than registration statements for which the Company has contractually agreed not to grant such rights and Consummation Dateother than a registration on Form S-4 or Form S-8, whenever TCI proposes or any successor or other forms promulgated for similar purposes); provided that if the proposed registration does not proceed, the Company shall give written notice thereof to each Holder of Registrable Securities that requested inclusion in such registration and thereupon, the Company shall be relieved of its obligation to register any TCI Stock for its own or others account under Registrable Securities in such registration. If, in the 1933 Act for a public written opinion of the managing underwriter of any such offering in the case of an underwritten offering, other than (i) any shelf or other registration the total amount of shares securities to be used as consideration for acquisitions so registered including such Registrable Securities, will exceed the maximum amount of additional businesses by TCI the Company's securities which can be marketed without adversely affecting the offering (including any registration of resales of the price as which such shares by securities can be sold), then the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI Company shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 days after receipt of such notice, TCI shall cause to be included in such registration all of the TCI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right entitled to reduce the number of shares of Registrable Securities to be included in such registration offering to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codezero. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, Any such reduction shall be made first allocated among all such Holders and other holders of piggyback registration rights in proportion (as nearly as practicable) to the amount of registrable securities owned by reducing each holder at the number time of shares filing the registration statement. Each Holder desiring to be sold include the Registrable Securities held by persons it in any such registration statement shall notify the Company in writing within 15 days after receipt of notice from the Company of its intent to file such a registration statement. If a Holder decides not to include all of the Registrable Securities held by it in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements (other than TCIregistration statements for which the Company has contractually agreed not to grant such rights) as may be filed by the Company with respect to offerings of its securities (including, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred without limitation a public offering made on a continuous basis pursuant to herein as the "Founding Stockholders"Rule 415), all upon the terms and thereafter, if a further reduction is required, by reducing conditions set forth herein. No registration effected under this Section 2(b) shall relieve the number Company of shares its obligation to be sold by the Founding Stockholderseffect any Demand Registration under Section 2(a) hereof.

Piggyback Registration Rights. At any time following the Funding and Consummation Datedate hereof, whenever TCI the Company proposes to register any TCI Stock common stock of the Company for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) Company and (ii) registrations relating to employee stock options or other benefit plans, TCI the Company shall give each of the Stockholders undersigned prompt written notice of its intent to do so. Upon the written request of any of the Stockholders undersigned given within 30 10 days after receipt of such notice, TCI the Company shall cause to be included in such registration all of the TCI Restricted Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) the Company as a stock split, dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stockcommon stock) which any such Stockholder the undersigned requests, provided that TCI shall have the right to reduce the number other than shares of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status common stock of the transactions contemplated hereby Company which may be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act, and other than shares of common stock of the Company that have been theretofore sold by the Registration Statement as a tax-free organization under Section 351 of undersigned in accordance with the Code1933 Act. In addition, if TCI If the Company is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 section that the number of shares to be sold by persons other than TCI the Company is greater than the number of such shares which can be offered without adversely affecting the success of the offering, TCI the Company may reduce pro rata (among the undersigned and all other selling security holders in the offering) the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter. If the undersigned disapproves of the terms of the underwriting, provided, that, for each such offering made he may elect to withdraw therefrom by TCI after written notice to the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders Company and the stockholders managing underwriter. The undersigned's shares of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to Restricted Stock so withdrawn shall also be sold by the Founding Stockholderswithdrawn from registration.

Piggyback Registration Rights. At any time following commencing six months after the Funding Closing, if the Company shall determine to proceed with the actual preparation and Consummation Date, whenever TCI proposes to register any TCI Stock for its own or others account filing of a registration statement under the 1933 Securities Act for a public offering, in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than (i) any shelf a registration statement on Form X-0, X-0 or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by limited purpose form), the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall Company will give each of the Stockholders prompt written notice of its intent determination to do soall Securities Holders and B2 Securities Holders of record. Upon the written request of from any of such holders (the Stockholders given "REQUESTING HOLDERS"), within 30 15 days after receipt of any such noticenotice from the Company, TCI shall the Company will, except as herein provided, cause all such Registrable Securities and B2 Registrable Securities to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities and B2 Registrable Securities to be so registered; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.3 shall be underwritten in whole or in part, the Company may require that the Registrable Securities and B2 Registrable Securities requested for inclusion pursuant to this Section 4.3 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the TCI Stock issued to Registrable Securities and B2 Registrable Securities originally covered by a request for registration (the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as"REQUESTED STOCK") a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to would reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold offered by persons the Company or interfere with the successful marketing of the shares of stock or other than TCI is greater than securities offered by the number of such shares which can be offered without adversely affecting the offeringCompany, TCI may reduce pro rata the number of shares offered for of Requested Stock otherwise to be included in the accounts of such persons underwritten public offering may be reduced pro rata (based upon the by number of shares) among the holders thereof requesting such registration or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such of Requested Stock which are thus excluded from the underwritten public offering made by TCI after the IPO, such reduction shall be made first withheld from the market by reducing the number of shares holders thereof for a period, not to be sold by persons other than TCIexceed 90 days, which the Stockholders and managing underwriter reasonably determines is necessary in order to effect the stockholders underwritten public offering. The obligation of the Other Founding Companies (collectively, Company under this Section 4.3 shall not apply to Registrable Securities and B2 Registrable Securities that at such time are eligible for immediate resale pursuant to Rule 144(k) under the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding StockholdersSecurities Act.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI INCOM proposes to register any TCI INCOM Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) INCOM and (ii) registrations relating to employee stock options or other benefit plans, TCI INCOM shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 10 days after receipt of such notice, TCI INCOM shall cause to be included in such registration all of the TCI INCOM Stock issued to the such Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) INCOM as a stock split, dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI INCOM Stock) which any such Stockholder requests, other than shares of INCOM Stock which may then be immediately sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act, and other than shares of INCOM Stock that have been theretofore sold by the Stockholder in accordance with the 1933 Act, provided that TCI INCOM shall have the right to reduce pro rata the number of shares of each selling Stockholder included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI INCOM or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI INCOM is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI INCOM is greater than the number of such shares which can be offered without adversely affecting the success of the offering, TCI INCOM may reduce pro rata (among the Stockholders and all other selling security holders in the offering) the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter. If any Stockholder disapproves of the terms of the underwriting, that Stockholder may elect to withdraw therefrom by written notice to INCOM and the managing underwriter. That Stockholder's shares of INCOM Stock so withdrawn shall also be withdrawn from registration; provided, however, that, for each if by the withdrawal of such offering made by TCI after the IPO, such reduction shall be made first by reducing the shares a greater number of shares of INCOM Stock held by other Stockholders may be included in such registration, then INCOM shall offer to be sold by persons all other than TCIStockholders of INCOM the right to include additional shares in the same proportion used in effecting the above limitations. INCOM shall not grant to any other person any rights to cause INCOM to register any securities in priority over, or in precedent to, the rights granted to the Stockholders hereunder and to the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders pursuant to Section 17 of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding StockholdersOther Agreements.

Piggyback Registration Rights. At any time following the Funding and Consummation Closing Date, whenever TCI NEI proposes to register any TCI NEI Stock for its own or others others' account under the 1933 Act for a public offering, other than than: (ia) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI NEI; or (including any registration of resales of such shares by the holders thereof) and (iib) registrations relating to employee stock options or other benefit plans, TCI NEI shall give each of the Stockholders prompt Shareholder written notice of its intent to do so. Upon the written request of any of the Stockholders Shareholder given within 30 10 days after receipt of such notice, TCI NEI shall cause to be included in such registration all of the TCI NEI Stock issued to the Stockholders such Shareholder pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder Shareholder requests, other than shares of NEI Stock which may then be sold under Rule 144(k) (or any similar or successor provision) under the 1933 Act, and other than shares of NEI Stock that have been theretofore sold by the Shareholder in accordance with the 1933 Act, provided that TCI NEI shall have the right to reduce pro rata the number of shares of each Selling Shareholder included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI NEI or its independent auditors, jeopardize the tax status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the CodeStatement. In addition, if TCI NEI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any a registration statement under this Section 17.1 14.1 that the number of shares to be sold by persons other than TCI NEI is greater than the number of such shares which can may be offered without adversely affecting the success of the offering, TCI NEI may reduce pro rata (among the Shareholders and all other selling security holders in the offering) the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such the managing underwriter. If any Shareholder disapproves of the terms of the underwriting, that Shareholder may elect to withdraw therefrom by written notice to NEI and the managing underwriter. That Shareholder's shares of NEI Stock so withdrawn shall also be withdrawn from registration; provided, that, for each if by the withdrawal of such offering made by TCI after the IPO, such reduction shall be made first by reducing the shares a greater number of shares of NEI Stock held by other Shareholders may be included in such registration, then NEI shall offer to be sold by persons all other than TCI, Shareholders the Stockholders and right to include additional shares in the stockholders of same proportion used in effecting the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersabove limitations.

Piggyback Registration Rights. At If the Company at any time following the Funding and Consummation Date, whenever TCI proposes to register any TCI Stock for of its own or others account securities under the 1933 Act for a public offeringAct, other than (i) any shelf including via an SB-2 Registration Statement or other registration otherwise, it will each such time give written notice to all holders of shares outstanding Shares and Options of its intention so to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by do. The Company will use best efforts at the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall give each request of the Stockholders prompt written notice of its intent Optionee, if applicable, to do soregister the shares underlying these options on a form S-8 registration statement. Upon the written request of a holder or holders of any of the Stockholders such Shares or Options given within 30 days after receipt of any such notice, TCI the Company will use its best efforts to cause all such Shares, the holders of which (or of the Options for which upon exercise thereof the Company will issue Shares) shall cause have so requested registration thereof, to be included registered under the Act (with the securities which the Company at the time propose to register), all to the extent requisite to permit the sale or other disposition by the prospective sellers of the Shares so registered; provided, however, that the Company may, as a condition precedent to the effectiveness of such registration, require each prospective seller to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration all that such seller will not sell any securities of the TCI Stock issued to same class or convertible into the Stockholders pursuant to this Agreement same class as those registered by the Company (including any stock issued class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 30 days) as (shall then be specified in writing by such underwriter or issuable upon underwriters if in the conversion opinion of such underwriter or exchange underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accounts, or counsel for the Company and or counsel for the sellers and the expense of any convertible securityspecial audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. Notwithstanding the foregoing, warrant, right sellers shall pay all underwriting discounts or other security which is issued by TCI as) a dividend or other distribution commissions with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholderssellers. Notwithstanding the above, the Company shall not be obligated to register the securities underlying the Options more often than every 120 days in the case of an S-8 or every 365 days in the case of any other type of registration statement.

Piggyback Registration Rights. At any time following During the Funding period commencing the date hereof and Consummation Date, whenever TCI proposes ending on the earlier to register any TCI Stock for its own or others account under the 1933 Act for a public offering, other than occur of (i) the one year anniversary of the last Closing and (ii) the date the last Underlying Securities Registration Statement required to be filed by the Company is declared effective under the Securities Act by the Commission, the Company may not file any shelf registration statement that provides for the registration of shares of Common Stock to be sold by other shareholders of the Company unless the Company provides the Purchaser with not less than seven (7) Trading Days' notice of its intention to file such registration statement and provides the Purchaser the option to include any or all of the Underlying Shares and Warrant Shares therein as to which there is not at that time an effective Underlying Securities Registration Statement. Such registration rights shall not apply to registration statements relating solely to (i) employee benefit plans notwithstanding the inclusion of a resale prospectus for securities received under such employee benefit plan, or (ii) business combinations unless the registration statement relates to securities to be received by the holders of the Common Stock of the Company. In the event that any registration pursuant to this Section 3.16 shall be, in whole or in part, a firm commitment underwritten offering of securities of the Company, any request by such holders pursuant hereto to register Underlying Shares or Warrant Shares must specify that such shares are to be included in the underwriting on the same terms and conditions as the shares of securities, if any, otherwise being sold through underwriters under such registration. If no shares of securities are being sold through underwriters under such registration, then any request by such holders pursuant to this Section 3.16 to register such Underlying Shares or Warrant Shares must specify that such shares are to be included in the registration on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. Notwithstanding any other registration provision of this Section, if the underwriter determines that marketing factors require a limitation of the number of shares to be used underwritten or that it is otherwise advisable, the underwriter may exclude the Underlying Shares or Warrant Shares from such registration, PROVIDED, HOWEVER, except as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares otherwise required by the holders thereofregistration rights granted by the Company as specified in Schedule 2.1(c) and (ii) registrations relating to employee stock options or other benefit plansthe Purchase Agreement prior to the date hereof, TCI shall give each if any shares of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 days after receipt of such notice, TCI shall cause Common Stock are to be included in such registration all of for the TCI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange account of any convertible securityperson other than the Company, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce then the number of shares Underlying Shares and warrant Shares to be included in such registration shall be determined pro rata based upon the ratio of the aggregate number of Underlying Shares and Warrant Shares requested to be included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the total number of shares of Common Stock (including such Underlying Shares and Warrant Shares) requested to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersincluded therein.

Piggyback Registration Rights. At any time following 2.1 If the Funding and Consummation Date, whenever TCI Corporation proposes to register any TCI Stock file a registration statement under the Securities Act with respect to an offering for its own account of any class of its equity securities (other than a registration statement on Form S-8 (or others account under any successor form) or any other registration statement relating solely to employee benefit plans or an offering of securities solely to the 1933 Act Corporation’s existing shareholders), then the Corporation shall in each case give written notice of such proposed filing to the Holder as soon as practicable (but no later than 20 business days) before the anticipated filing date, and such notice shall offer each Holder the opportunity to register such number of shares of Restricted Stock as such Holder may request. Each Holder desiring to have Restricted Stock included in such registration statement shall so advise the Corporation in writing within 10 business days after the date on which the Corporation’s notice is so given, setting forth the number of shares of Restricted Stock for a public which registration is requested. If the Corporation’s offering is to be an underwritten offering, other than the Corporation shall, subject to the further provisions of this Agreement, use its reasonable best efforts to cause the managing underwriter or underwriters to permit the Holders of the Restricted Stock requested to be included in the registration for such offering to include such Restricted Stock in such offering on the same terms and conditions as any similar securities of the Corporation included therein. The right of registration pursuant to this Section II connection with an underwritten offering by the Corporation shall, unless the Corporation otherwise assents, be conditioned upon such Holder’s participation as a seller in such underwritten offering and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Corporation. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering determines in its or their sole discretion that the success of the offering would be adversely affected by inclusion of the Restricted Stock requested to be included, then in such managing underwriter’s discretion, the number of shares of Restricted Stock to be registered and offered for the accounts of Holders shall be either (i) any shelf eliminated entirely from such registration and offering or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall give each reduced pro rata on the basis of the Stockholders prompt written notice number of its intent securities requested by such Holders to do so. Upon be registered and offered to the written request extent necessary to reduce the total amount of any of the Stockholders given within 30 days after receipt of such notice, TCI shall cause securities to be included in such registration all of the TCI Stock issued offering to the Stockholders pursuant to this Agreement amount recommended by such managing underwriter or underwriters (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby if securities are being registered and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts account of such other persons (based upon or entities in addition to the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPOCorporation, such reduction shall not be made first by reducing proportionally greater than any similar reductions imposed on such other persons or entities). Any Restricted Stock excluded from an underwriting shall, if applicable, be withdrawn from registration and shall not, without the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders consent of the Other Founding Companies Corporation, be transferred in a public distribution prior to the earlier of sixty (collectively, 60) days (or such other shorter period of time as the Stockholders and managing underwriter may require) after the stockholders effective date of the other Founding Companies being referred to herein as registration statement or sixty (60) days after the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing date the number Holders of shares to be sold by the Founding Stockholderssuch Restricted Stock are notified of such exclusion.

Piggyback Registration Rights. At any time following after the Funding second anniversary of the date of this Agreement and Consummation Datebefore December 31, 2010, whenever TCI TMI proposes to register any TCI Common Stock for its own account (or others for the account of a holder or holders of shares of Common Stock) under the 1933 Securities Act for a public offeringoffering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) any shelf employee compensation or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and benefit plans or (ii) registrations relating one or more acquisition transactions under a Registration Statement on Form S-4 under the Securities Act (or a successor to employee stock options Form S-4) (any such offering or other benefit plansissuance being an "Exempt Offering"), TCI shall TMI will give each of the Stockholders prompt Stockholder written notice of its intent to do so. Upon so (a "Registration Notice") at least 30 days prior to the written request of any filing of the related registration statement with the Commission. Such notice shall specify the approximate date on which TMI proposes to file such registration statement and shall contain a statement that the Stockholders given within 30 are entitled to participate in such offering and shall set forth the number of shares of Registrable Common that represents the best estimate of the lead managing underwriter (or if not known or applicable, TMI) that will be available for sale by the holders of Registrable Common in the proposed offering. Each Stockholder shall be entitled to participate on the same terms and conditions as TMI in the public offering to which the Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this Section 2. Each Stockholder desiring to participate in such offering shall notify TMI no later than 20 days after following receipt of the Registration Notice of the aggregate number of shares of Registrable Common that such noticeStockholder then desires to sell in the offering. Each Stockholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering, TCI to the extent that the inclusion of such shares shall cause not reduce the number of shares of Common Stock to be offered and sold by TMI to be included therein. If the lead managing underwriter selected by TMI for a public offering determines and notifies TMI in writing that, in view of marketing factors, the inclusion of all shares of Registrable Common requested to be included in the offering would adversely affect the offering and therefore require a limitation on the number of shares of Registrable Common to be offered and sold in such offering, there shall be included in the offering only that number of shares of Registrable Common, if any, that such lead managing underwriter reasonably and in good faith believes will not jeopardize the success of the offering, in which case (i) the number of shares of Registrable Common to be offered and sold by holders desiring to participate in the offering, shall be allocated among such holders on a PRO RATA basis based on their holdings of Registrable Common assuming full exercise of all then outstanding Warrants, and (ii) if the registration statement relating to the offering has been filed by the Company in response to a demand for registration by a holder or holders of Common Stock (whether pursuant to this Agreement or any other agreement), then the holder or holders of Common Stock so demanding registration shall be entitled to priority over the holders of Registrable Common exercising their registration rights pursuant to this Section 2, and the number of shares of Registrable Common requested to be included in such registration all of the TCI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (Section 2 shall be reduced or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which eliminated before any such Stockholder requests, provided that TCI other holder of Common Stock demanding registration shall be required to exclude any shares from such registration. TMI shall also have the right at any time to reduce the number of shares requested by any Stockholder to be included in such registration to the extent that TMI reasonably concludes that inclusion of such shares couldis likely to jeopardize the non-recognition status under the Code of any acquisition transaction consummated pursuant to any of the Acquisition Agreements; PROVIDED, in the HOWEVER, that any determination to exclude shares from any such registration pursuant to this provision shall be based on written opinion advice of tax counsel to TCI TMI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersaccountants.

Piggyback Registration Rights. At (i) In the event that, at any time following during the Funding year period commencing on the date of this Note and Consummation Dateending December 31, whenever TCI proposes 2003, the Company registers its securities pursuant to register any TCI Stock the Securities Act in connection with a public offering of its securities (other than a registration statement on Form S-4 or S-8 or subsequent similar forms), whether for its own account or others for the account of selling securityholders, the Company shall advise the Holder by written notice at least two (2) weeks prior to the filing of any registration statement under the 1933 Securities Act covering securities of the Company and will, upon the request of the Holder, include in any such registration statement such information as may be required to permit a public offering of the Holder's Registrable Shares, as hereinafter defined; provided, however, that the Company shall not be required to include such Registrable Shares in a registration statement relating to an offering by the Company of securities for its own account if the managing underwriter shall have advised the Company in writing that the inclusion of such Registrable Shares will have a material adverse effect upon the ability of the Company to sell securities for its own account, and provided further that the holders are not treated less favorably than others having piggyback registration rights. The Company shall keep such registration statement current and effective for a public offering, other than (i) any shelf or other registration period of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales twelve months from the effective date of such shares by the holders thereof) and (ii) registrations relating to employee stock options registration statement or other benefit plans, TCI shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 days after receipt of until such notice, TCI shall cause to be included in such registration earlier date as all of the TCI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI registered Registrable Shares shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codebeen sold. In addition, if TCI is advised in writing in good faith by any managing underwriter of connection with a registration statement relating to an underwritten offering of securities for the securities being offered account of the Company, if requested by the managing underwriter as a condition to the inclusion of the Registrable Shares in the registration statement, the Holders shall agree not to sell or otherwise distribute the Registrable Shares pursuant to any the registration statement under this Section 17.1 that for such period, not to exceed six months (the number of shares to be sold by persons other than TCI is greater than "lock-up period") as the number of such shares managing underwriter shall request, in which can be offered without adversely affecting event the offering, TCI may reduce pro rata Company will keep the number of shares offered registration statement effective for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI twelve months after the IPOexpiration of the lock-up period. Notwithstanding the foregoing, such reduction shall be made first by reducing if the number of shares to be sold by persons other than TCIregistration statement is on a Form S-3 or similar short-form registration statement, the Stockholders Company shall keep the registration statement current and the stockholders effective until all of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding StockholdersRegistrable Shares shall have been sold.

Piggyback Registration Rights. At If at any time following the Funding and Consummation Date, whenever TCI Savvis proposes to register any TCI Stock of its common stock under the Securities Act for sale to the public, whether for its own account or others for the account of other security holders or both (other than a registration on Form S-4 or Form S-8 promulgated under the 1933 Securities Act (or any successor forms thereto) or any other form not available for a public offeringregistering the Restricted Stock for sale to the public), other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall it will give each of the Stockholders prompt written notice (each such notice a "PIGGYBACK NOTICE") at such time to each Investor of its intent intention to do so. Upon Subject to paragraph (j) below, upon the written request of any of the Stockholders Investor, given within 30 days after receipt by such holder of the Piggyback Notice, to register any of its Restricted Stock (which request shall state the amount of Restricted Stock to be so registered and the intended method of disposition thereof), Savvis will use its reasonable best efforts to cause the Restricted Stock, as to which registration shall have been so requested, to be included in the securities to be covered by the registration statement proposed to be filed by Savvis, all to the extent requisite to permit the sale or other disposition by such Investor (in accordance with its written request) of such noticeRestricted Stock so registered; provided, TCI nothing herein shall cause prevent Savvis from abandoning or delaying such registration at any time. In the event that any registration referred to in this paragraph (d) shall be, in whole or in part, an underwritten public offering of common stock of Savvis, any request by an Investor pursuant to this paragraph (d) to register Restricted Stock shall specify either that (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Savvis common stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such registration all of the TCI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to may be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce reduced (pro rata among the number of shares offered for the accounts of such persons (requesting Investors based upon the number of shares proposed of Restricted Stock so requested to be registered or pro rata among all the requesting stockholders based upon the number of shares of common stock of Savvis so requested to be registered if stockholders other than Investors also request to be included) if and to the extent that the managing underwriter of such offering shall be of the good faith opinion that such inclusion would adversely affect the marketing (including, without limitation, the offering price) of the securities to be sold by each such person) to a number deemed satisfactory Savvis therein, or by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as security holders for whose benefit the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersregistration statements has been filed.

Piggyback Registration Rights. At any time following Except for the Funding and Consummation Date, whenever TCI proposes registration statement to be filed by the Company immediately after the Termination Date to register any TCI Stock for its own or others account shares other than those Shares sold in this Offering, if the Company shall determine to proceed with the actual preparation and filing of a registration statement under the 1933 Act for a public offering, in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than (i) any shelf a registration statement on Form X-0, X-0 or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by limited purpose form), then the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall Company will give each of the Stockholders prompt written notice of its intent determination to do soall record holders of the Shares. Upon the written request of from any of Holder, the Stockholders given within 30 days after receipt of Company will, except as herein provided, cause all such notice, TCI shall cause Shares to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the TCI Stock issued Shares to be so registered; provided, further, that nothing herein shall prevent the Stockholders Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, Section 4.2 shall be underwritten in whole or in exchange forpart, or in replacement of such TCI Stock) which any such Stockholder requests, provided the Company may require that TCI shall have the right Shares requested for inclusion pursuant to reduce the number of shares this Section 4.2 be included in such registration to the extent that inclusion of such shares could, underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status good faith judgment of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering such public offering, the inclusion of the securities being offered Shares requested for inclusion pursuant to any registration statement under this Section 17.1 that 4.2 together with any other shares which have similar piggyback registration rights (such shares and the Shares being collectively referred to as the "Requested Stock") would reduce the number of shares to be sold offered by persons other than TCI is greater than the number Company or interfere with the successful marketing of such the shares which can be of stock offered without adversely affecting by the offeringCompany, TCI may reduce pro rata the number of shares offered of Requested Stock otherwise to be included in the registration statement may be reduced pro rata (by number of shares) among the holders thereof requesting such registration or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the registration statement, those shares of Requested Stock which are thus excluded from the underwritten public offering shall be withheld from the market by the holders thereof for a period, not to exceed 120 days, which the managing underwriter reasonably determines is necessary in order to effect the underwritten public offering. The obligation of the Company under this Section 4.2 shall be limited to two registration statements and shall not apply if the Shares are then freely salable without volume limitations under Rule 144(k) of the Act. The Company shall pay the expenses described in Section 4.4 for the accounts registration statement filed pursuant to this Section 4.2, except for underwriting discounts and commissions and legal fees of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriterHolders, provided, that, for each such offering made by TCI after the IPO, such reduction which shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold borne by the Founding StockholdersHolders.

Piggyback Registration Rights. At If at any time following or times after the Funding and Consummation Datedate hereof, whenever TCI proposes the Company shall determine to register any TCI shares of its Common Stock or securities convertible into or exchangeable or exercisable for its own or others account shares of Common Stock under the 1933 Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by stockholders (a "secondary offering"), or both, but not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable or a registration effected pursuant to Sections 5.2 or 5.3 hereof), the Company will promptly give written notice thereof to the Investors and the Continuing Stockholders (including for purpose of this Section 5. 1 each Permitted Transferee). In connection with any such registration, if within thirty (30) days after their receipt of such notice (or 10 days in the case of a proposed registration on Form S-3) any Investor or Continuing Stockholder requests in writing the inclusion in such registration of some or all of the Registrable Shares (as hereinafter defined) owned by such Investor or Continuing Stockholder, or into which any Shares held by such Investor or Continuing Stockholder are convertible or exchangeable, the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which such Investors and Continuing Stockholders so request; PROVIDED, HOWEVER, that in the case of an underwritten public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by if the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 days after receipt of such notice, TCI shall cause to be included in such registration all of the TCI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) underwriter determines that a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that limitation on the number of shares to be sold by persons underwritten is required, (i) if such registration is the first registered offering of the Company's securities to the public, the underwriter may exclude from such registration and underwriting some or all of the Registrable Shares which would otherwise be underwritten pursuant to the notice described herein, and (ii) if such registration is other than TCI is greater than the first registered offering of the sale of the Company's securities to the public, the underwriter may limit the number of Registrable Shares to be included in the registration and underwriting to not less than thirty percent (30%) of the securities included therein (based on aggregate market values). The Company shall advise all Investors and Continuing Stockholders promptly after such shares which can be offered without adversely affecting determination by the offeringunderwriter, TCI may reduce pro rata and the number of shares offered Registrable Shares that may be included in the registration and underwriting shall be allocated among all Investors and Continuing Stockholders requesting registration in proportion, as nearly as practicable, to their respective holdings of Registrable Shares. All expenses of the registration and offering (including the reasonable fees and expenses of one independent counsel for the accounts of such persons Investors as a group and the Continuing Stockholders as a group, elected by a majority in interest (based upon the number of shares on Registrable Shares proposed to be sold by each such personsold) of the Investors and Continuing Stockholders proposing to a number deemed satisfactory by such managing underwritersell), provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first borne by reducing the number of shares to be sold by persons other than TCICompany, except that the Stockholders Investors and the stockholders Continuing Stockholders shall bear underwriting and selling commissions and transfer taxes attributable to the sale of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholderstheir Registrable Shares.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI TSII proposes to register any TCI TSII Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) TSII and (ii) registrations relating to employee stock options or other benefit plans, TCI TSII shall give each of the Stockholders STOCKHOLDERS prompt written notice of its intent to do so. Upon the written request of any of the Stockholders STOCKHOLDERS given within 30 days after receipt of such notice, TCI TSII shall cause to be included in such registration all of the TCI TSII Stock issued to the Stockholders such STOCKHOLDERS pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder STOCKHOLDER requests, provided that TCI TSII shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI TSII or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codeorganization. In addition, if TCI TSII is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI TSII is greater than the number of such shares which can be offered without adversely affecting the offering, TCI TSII may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed desired to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, notwithstanding Section 15.1 hereof, for each such offering made by TCI TSII after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCITSII, the Stockholders STOCKHOLDERS and the stockholders of the Other Founding Companies or the stockholders thereof who receive shares of TSII Stock pursuant to the Other Agreements (collectively, the Stockholders COMPANY and the stockholders of the other Other Founding Companies or the stockholders thereof who receive shares of TSII Stock pursuant to the Other Agreements being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.. 84

Piggyback Registration Rights. At In connection with any exercise of a Demand Registration Right and otherwise during the five-year period after the expiration of the IPO Lock-up Period, each time following the Funding and Consummation Date, whenever TCI Company proposes to register Shares or equity securities which are convertible into or exchangeable for Shares under the Securities Act pursuant to a Registration Statement (other than a registration on Form F-4 or S-8, or any TCI Stock successor or other forms promulgated for similar purposes), whether or not for sale for its own or others account under account, each Shareholder shall have the 1933 Act for a public offering, other than (i) any shelf or other registration right to require the Company to register shares of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales Registrable Stock of such shares by Shareholder, subject to the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI limitations set forth in Section 3.2. The Company shall give each of the Stockholders prompt written notice to all Shareholders of its intent intention to do soregister Shares or equity securities which are convertible into or exchangeable for Shares and of the Shareholders' rights under this Section 3.1. Upon the written request of any Shareholder made within 15 days after the receipt of any such notice (which request shall specify the shares of Registrable Stock intended to be registered) the Company shall use its best efforts to effect the registration of such shares of Registrable Stock under the Securities Act; PROVIDED that, if such registration involves an offering by the Company of Shares for its own account: (a) if, at any time after giving written notice of its intention to register any Shares and prior to the effective date of the Stockholders given within 30 days after receipt Registration Statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration, the Company may, at its election, give written notice of such notice, TCI shall cause to be included in such registration all of the TCI Stock issued determination to the Stockholders Shareholders requesting registration pursuant to this Agreement Section 3.1 and thereupon shall be relieved of its obligation to register any securities in connection with such registration (including any stock issued as (or issuable upon but not from its obligation to pay the conversion or exchange Registration Expenses in connection therewith), without prejudice, however, to the rights of any convertible security, warrant, right or other security which is issued by TCI asShareholder to make a Demand Registration Request under Section 2.1; and (b) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included in if such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of involves an underwritten offering by the Company, all Shareholders requesting to have shares of Registrable Stock included in the securities being offered pursuant Company's registration become a party to any registration statement under this Section 17.1 that the number of shares underwriting arrangements agreed to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting Company and the offeringunderwriters who shall have been selected by the Company, TCI may reduce pro rata on the number of shares offered same terms and conditions as are applicable to the Company, except for the accounts of Company's obligation to pay all Registration Expenses and any such persons (based upon the number of shares proposed differences, including those with respect to indemnification and contribution, as may be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders customary or appropriate in combined primary and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholderssecondary offerings.

Piggyback Registration Rights. At If at any time following the Funding and Consummation Date, whenever TCI Savvis proposes to register any TCI Stock of its common stock under the Securities Act for sale to the public, whether for its own account or others for the account of other security holders or both (other than a registration on Form S-4 or Form S-8 promulgated under the 1933 Securities Act (or any successor forms thereto) or any other form not available for a public offeringregistering the Restricted Stock for sale to the public), other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall it will give each of the Stockholders prompt written notice (each such notice a "PIGGYBACK NOTICE") at such time to each Investor of its intent intention to do so. Upon Subject to paragraph (j) below, upon the written request of any of the Stockholders Investor, given within 30 days after receipt by such holder of the Piggyback Notice, to register any of its Restricted Stock (which request shall state the amount of Restricted Stock to be so registered and the intended method of disposition thereof), Savvis will use its reasonable best efforts to cause the Restricted Stock, as to which registration shall have been so requested, to be included in the securities to be covered by the registration statement proposed to be filed by Savvis, all to the extent requisite to permit the sale or other disposition by such Investor (in accordance with its written request) of such noticeRestricted Stock so registered; PROVIDED, TCI nothing herein shall cause prevent Savvis from abandoning or delaying such registration at any time. In the event that any registration referred to in this paragraph (d) shall be, in whole or in part, an underwritten public offering of common stock of Savvis, any request by an Investor pursuant to this paragraph (d) to register Restricted Stock shall specify either that (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Savvis common stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such registration all of the TCI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of may be reduced (PRO RATA among the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (requesting Investors based upon the number of shares proposed of Restricted Stock so requested to be registered or PRO RATA among all the requesting stockholders based upon the number of shares of common stock of Savvis so requested to be registered if stockholders other than Investors also request to be included) if and to the extent that the managing underwriter of such offering shall be of the good faith opinion that such inclusion would adversely affect the marketing (including, without limitation, the offering price) of the securities to be sold by each such person) to a number deemed satisfactory Savvis therein, or by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as security holders for whose benefit the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersregistration statements has been filed.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI PC proposes to register any TCI PC Stock for its own or others others' account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and PC, (ii) registrations relating to employee stock options or other benefit plansplans and (iii) registrations relating to rights offerings made to the stockholders of PC, TCI PC shall give each of the Stockholders STOCKHOLDERS prompt written notice of its intent to do so. Upon the written request of any of the Stockholders STOCKHOLDERS given within 30 days after receipt of such notice, TCI PC shall cause to be included in such registration all of the TCI PC Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder STOCKHOLDER requests, provided that TCI PC shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares couldwould, in the written opinion of tax counsel to TCI PC or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codereorganization. In addition, if TCI PC is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI PC is greater than the number of such shares which can be offered without adversely affecting the offering, TCI PC may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.such

Piggyback Registration Rights. At any time following the Funding and Consummation DateClosing, whenever TCI PARENT proposes to register any TCI Parent Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) PARENT and (ii) registrations relating to employee stock options or other benefit plans, TCI PARENT shall give each of the Stockholders STOCKHOLDERS and NEWBURY STOCKHOLDERS prompt written notice of its intent to do so. Upon the written request of any of the Stockholders STOCKHOLDER or NEWBURY STOCKHOLDER given within 30 days after receipt of such notice, TCI PARENT shall cause to be included in such registration all of the TCI Parent Stock issued to the Stockholders such STOCKHOLDER or NEWBURY STOCKHOLDER pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI PARENT as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Parent Stock) which any such Stockholder the STOCKHOLDER or NEWBURY STOCKHOLDER requests, provided that TCI PARENT shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI PARENT or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization qualifying under Section 351 of the Code. In addition, if TCI PARENT is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI PARENT is greater than the number of such shares which can be offered without adversely affecting the offering, TCI PARENT may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each the such offering made by TCI PARENT after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCIPARENT, the Stockholders STOCKHOLDERS, the NEWBURY STOCKHOLDERS and the stockholders STOCKHOLDERS of the Other Founding Companies (collectively, the Stockholders STOCKHOLDERS, the NEWBURY STOCKHOLDERS and the stockholders STOCKHOLDERS of the other Other Founding Companies being referred to herein as the "Founding StockholdersSTOCKHOLDERS"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding StockholdersSTOCKHOLDERS.

Piggyback Registration Rights. At any time following the Funding and Consummation DateClosing, whenever TCI CSI proposes to register any TCI CSI Stock for its own the account of CSI or others account any other person under the 1933 Securities Act for a an underwritten public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI CSI shall give each of the Stockholders Principal Stockholder prompt written notice of its intent to do soeffect such registration. Upon written notice from the written request of any of the Stockholders given Principal Stockholder to CSI within 30 15 days after receipt by the Principal Stockholder of notice of such noticeregistration, TCI and subject to existing registration rights of holders of CSI Stock, CSI shall cause to be included in such registration all any shares of the TCI CSI Stock issued to the Stockholders Principal Stockholder pursuant to this Agreement (including including, without limitation, any stock CSI Stock issued as (a dividend or other distribution, or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) as a dividend or other distribution distribution, with respect to, or in exchange for, for or in replacement of of, such TCI CSI Stock) which any such the Principal Stockholder requestsmay request; PROVIDED, provided HOWEVER, that TCI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI CSI is advised in writing in good faith by any managing underwriter of an such underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 CSI Stock that the number of shares of CSI Stock to be sold by persons other than TCI CSI is greater than the a number of such shares which can be offered without adversely affecting the such underwritten offering, TCI then CSI may reduce pro rata the number of such shares offered for the accounts of such persons (based upon the number of shares proposed to be sold of CSI Stock held by each such personpersons) to a number deemed satisfactory by such managing underwriter; and PROVIDED, providedFURTHER, that, that for each such offering made by TCI CSI after the IPOClosing Date, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.made:

Piggyback Registration Rights. At any time following the Funding and Consummation DateClosing, whenever TCI PARENT proposes to register any TCI Parent Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) PARENT and (ii) registrations relating to employee stock options or other benefit plans, TCI PARENT shall give each of the Stockholders STOCKHOLDER prompt written notice of its intent to do so. Upon the written request of any of the Stockholders STOCKHOLDER given within 30 days after receipt of such notice, TCI PARENT shall cause to be included in such registration all of the TCI Parent Stock issued to the Stockholders STOCKHOLDER pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI PARENT as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Parent Stock) which any such Stockholder the STOCKHOLDER requests, provided that TCI PARENT shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI PARENT or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization qualifying under Section 351 of the Code. In addition, if TCI PARENT is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI PARENT is greater than the number of such shares which can be offered without adversely affecting the offering, TCI PARENT may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each the such offering made by TCI PARENT after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCIPARENT, the Stockholders STOCKHOLDER and the stockholders of the Other Founding Companies (collectively, the Stockholders STOCKHOLDER and the stockholders of the other Other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation Merger Date, whenever TCI NEI proposes to register any TCI NEI Stock for its own or others others' account under the 1933 Act for a public offering, other than than: (ia) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI NEI; or (including any registration of resales of such shares by the holders thereof) and (iib) registrations relating to employee stock options or other benefit plans, TCI NEI shall give each of the Stockholders prompt Shareholder written notice of its intent to do so. Upon the written request of any of the Stockholders Shareholder given within 30 10 days after receipt of such notice, TCI NEI shall cause to be included in such registration all of the TCI NEI Stock issued to the Stockholders such Shareholder pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder Shareholder requests, other than shares of NEI Stock which may then be sold under Rule 144(k) (or any similar or successor provision) under the 1933 Act, and other than shares of NEI Stock that have been theretofore sold by the Shareholder in accordance with the 1933 Act, provided that TCI NEI shall have the right to reduce pro rata the number of shares of each Selling Shareholder included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI NEI or its independent auditors, jeopardize the tax status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the CodeStatement. In addition, if TCI NEI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any a registration statement under this Section 17.1 14.1 that the number of shares to be sold by persons other than TCI NEI is greater than the number of such shares which can may be offered without adversely affecting the success of the offering, TCI NEI may reduce pro rata (among the Shareholders and all other selling security holders in the offering) the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such the managing underwriter. If any Shareholder disapproves of the terms of the underwriting, that Shareholder may elect to withdraw therefrom by written notice to NEI and the managing underwriter. That Shareholder's shares of NEI Stock so withdrawn shall also be withdrawn from registration; provided, that, for each if by the withdrawal of such offering made by TCI after the IPO, such reduction shall be made first by reducing the shares a greater number of shares of NEI Stock held by other Shareholders may be included in such registration, then NEI shall offer to be sold by persons all other than TCI, Shareholders the Stockholders and right to include additional shares in the stockholders of same proportion used in effecting the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersabove limitations.

Piggyback Registration Rights. At any time following the Funding and Consummation DateClosing, whenever TCI Home proposes to register any TCI Home Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) Home and (ii) registrations relating to employee stock options or other benefit plans, TCI Home shall give each of the Stockholders Owners prompt written notice of its intent to do so. Upon the written request of any of the Stockholders Owners given within 30 days after receipt of such notice, TCI Home shall cause to be included in such registration all of the TCI Home Stock issued to the Stockholders Owners pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI Home as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Home Stock) which any such Stockholder Owner requests, provided that TCI Home shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI Home or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI Home is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI Home is greater than the number of such shares which can be offered without adversely affecting the offering, TCI Home may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI Home after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCIHome, the Stockholders Owners and the stockholders of the Other Founding Companies (collectively, the Stockholders Owners and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI TSII proposes to register any TCI TSII Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) TSII and (ii) registrations relating to employee stock options or other benefit plans, TCI TSII shall give each of the Stockholders STOCKHOLDERS prompt written notice of its intent to do so. Upon the written request of any of the Stockholders STOCKHOLDERS given within 30 days after receipt of such notice, TCI TSII shall cause to be included in such registration all of the TCI TSII Stock issued to the Stockholders such STOCKHOLDER pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder STOCKHOLDER requests, provided that TCI TSII shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI TSII or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codeorganization. In addition, if TCI TSII is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI TSII is greater than the number of such shares which can be offered without adversely affecting the offering, TCI TSII may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed desired to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, notwithstanding Section 15.1 hereof, for each such offering made by TCI TSII after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCITSII, the Stockholders STOCKHOLDERS and the stockholders of the Other Founding Companies or the stockholders thereof who receive shares of TSII Stock pursuant to the Other Agreements (collectively, the Stockholders COMPANY and the stockholders of the other Other Founding Companies or the stockholders thereof who receive shares of TSII Stock pursuant to the Other Agreements being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI CLC proposes to register any TCI CLC Stock for its own or others account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) CLC and (ii) registrations relating to employee stock options or other benefit plans, TCI CLC shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 10 days after receipt of such notice, TCI CLC shall cause to be included in such registration all of the TCI CLC Stock issued to the such Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) CLC as a stock split, dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI CLC Stock) which any such Stockholder requests, other than shares of CLC Stock which may be sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act, and other than shares of CLC Stock that have been theretofore sold by the Stockholder in accordance with the 1933 Act, provided that TCI CLC shall have the right to reduce pro rata the number of shares of each Selling Stockholder included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI CLC or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI CLC is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI CLC is greater than the number of such shares which can be offered without adversely affecting the success of the offering, TCI CLC may reduce pro rata (among the Stockholders and all other selling security holders in the offering) the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At Subject to the provisions of Section 5.4, if Forcenergy at any time following the Funding and Consummation Date, whenever TCI proposes to register any TCI Stock for of its common stock under the securities Act (other than registrations on Forms S-4 or S-8 or any successor forms thereof or registrations of securities in connection with a Rule 145 transaction), whether of its own accord or others account under at the 1933 Act for request of any holder or holders of its securities, it shall at such time promptly after the receipt of a public offering, other request from holder(s) of its securities or its own decision to initiate a registration (but no later than (iten business days) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall give each of the Stockholders prompt written notice to the Stockholder of its intent intention to do so. Upon the written request of any of the Stockholders given delivered to Forcenergy within 30 ten business days after receipt of any such notice, TCI Forcenergy shall use reasonable efforts (subject to the provisions of this Section 5.2) to cause all shares of Stock, which Stockholders shall have so requested registration thereof, to be included registered under the Securities Act, all to the extent requisite to permit the sale or other disposition by the Stockholder of such shares of Stock; PROVIDED, HOWEVER, Forcenergy may elect not to file a registration statement pursuant to this Section 5.2 or may withdraw any registration statement filed pursuant to this Section 5.2 at any time prior to the effective date hereof. If the managing underwriter for the offering advises that marketing factors require the inclusion in such registration of some or all of the TCI shares of Stock issued sought to be registered by the Stockholders pursuant to this Agreement (including be limited or that the number of securities to be registered at the insistence of Forcenergy and any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce selling shareholders plus the number of shares included of Stock sought to be registered by the Stockholders should be limited due to marketing factors, the number of shares of Stock sought to be registered by the Stockholders and such other selling shareholders shall be reduced pro rata, based on the number of securities sought to be registered by each Stockholder, Forcenergy or such other selling shareholder, to the number recommended by the managing underwriter. In connection with any offering involving an underwriting of shares being issued by Forcenergy, Forcenergy shall not be required to include any of the shares of Stock in such registration underwriting pursuant to Section 5.2 unless the extent that inclusion of such shares could, in Stockholder accepts the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status terms of the transactions contemplated hereby underwriting as agreed upon between Forcenergy and by the Registration Statement as a tax-free organization underwriters. The shares of Stock proposed to be registered under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can 5.2 hereof shall be offered without adversely affecting for sale at the offering, TCI may reduce pro rata same public offering price as the number shares of shares common stock of Forcenergy offered for the accounts of such persons (based upon the number of shares proposed to be sold sale by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons Forcenergy or any other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersselling shareholder covered thereby.

Piggyback Registration Rights. At During the term of this Agreement (including Renewal Periods), and in the event of the termination of the Executive's employment hereunder for any time following reason, for the Funding and Consummation Dateperiod of one year after the date of such termination, whenever TCI the Company proposes to register any TCI Common Stock for its own account or the account of others account under the 1933 Securities Act of 1933, as amended, during such one-year period, for a public offeringoffering for cash, but other than (i) any shelf or other a registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and (ii) registrations relating to employee stock options a rights offering to its stockholders, or other benefit plansin connection with acquisitions, TCI shall the Company will give each of the Stockholders Executive prompt written notice of its intent to do so. Upon the written request of any of the Stockholders Executive given within 30 10 days after receipt of such notice, TCI shall the Company will use its best efforts to cause to be included in such registration all of the TCI shares of Common Stock issued to that the Stockholders Executive requests and that are acquired by the Executive pursuant to this Agreement through exercise of the Option (including as distinguished from any stock issued shares of Common Stock he may receive pursuant to the Stock Purchase Agreement) (shares acquired by Executive pursuant to this Agreement through exercise of the Option shall be referred to as (or issuable upon the conversion or exchange of any convertible security"Option Stock"); provided, warranthowever, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI the Company shall have the right to reduce the number of shares included in such registration to if the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI Company is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI the Company is greater than the number of such shares which can be offered without adversely affecting the offering, TCI and the Company may reduce pro rata the number of shares offered for the accounts account of such persons (based upon the number of shares proposed to be sold by each such person) Executive to a number deemed satisfactory by such managing underwriter. In the event that the Executive shall notify the Company that he elects to have his Option Stock included in any such offering, providedthe Executive shall promptly furnish the Company with such appropriate information in connection therewith as the Company shall request. The Company shall pay all costs incident to such registration, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI(i) the cost of any counsel or other advisers to the Executive, the Stockholders and the stockholders (ii) any due diligence costs of the Other Founding Companies Executive, and (collectively, iii) any brokerage or underwriting commissions in connection with the Stockholders and the stockholders sale of the other Founding Companies being referred Common Stock that pertains to herein as the "Founding Stockholders")Option Stock so registered. The Company shall have sole control in connection with the preparation, filing, amending and thereaftersupplementing of any registration statement or prospectus, if a further reduction is requiredincluding the right to withdraw the same or delay the effectiveness thereof, by reducing in the number sole discretion of shares to be sold by the Founding StockholdersCompany.

Piggyback Registration Rights. At any time following the Funding and Consummation Closing Date, whenever TCI CTS proposes to register any TCI CTS Stock for its own or others others' account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and CTS, (ii) registrations relating to employee stock options or other benefit plansPlans and (iii) registrations relating to rights offerings made to the stockholders of CTS, TCI CTS shall give each of the Stockholders STOCKHOLDERS prompt written notice of its intent to do so. Upon the written request of any of the Stockholders STOCKHOLDERS given within 30 days after receipt of such notice, TCI CTS shall cause to be included in such registration all of the TCI CTS Stock issued to the Stockholders STOCKHOLDERS pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder STOCKHOLDER requests, provided that TCI CTS shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI CTS or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codeorganization. In addition, if TCI CTS is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 16.1 that the number of shares to be sold by persons other than TCI CTS is greater than the number of such shares which can be offered without adversely affecting the offering, TCI CTS may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI CTS after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCICTS, the Stockholders STOCKHOLDERS, the other stockholders of the COMPANY and the stockholders of the Other Founding Companies (collectively, the Stockholders STOCKHOLDERS, the other stockholders of the COMPANY and the stockholders of the other Other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing pro rata the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI Whenever AmPaM proposes to register any TCI AmPaM Stock for its own or others other's account under the 1933 Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) AmPaM and (ii) registrations relating to employee stock options or other benefit plans, TCI AmPaM shall give each of the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 15 calendar days after receipt of such notice, TCI notwithstanding the provisions of Section 15 (except as specified below with respect to an IPO), AmPaM shall cause to be included in such registration all of the TCI AmPaM Stock issued to the such Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) AmPaM as a stock split, dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI AmPaM Stock) which any such Stockholder requests, other than shares of AmPaM Stock which may then be immediately sold under Rule 144(k) (or any similar or successor provision) promulgated under the 1933 Act, and other than shares of AmPaM Stock that have been theretofore sold by the Stockholder in accordance with the 1933 Act, provided that TCI AmPaM shall have the right to reduce pro rata the number of shares of each selling Stockholder included in such registration to the extent that inclusion of such shares couldwould, in the written opinion of tax counsel to TCI AmPaM or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement Private Placement Memorandum as a tax-free organization under Section 351 of the Code; provided, however, that with respect to a proposal by AmPaM to register AmPaM Stock under the 1933 Act in connection with an IPO, no Stockholder shall be permitted pursuant to this Section 17.1 to have included in such registration more shares of AmPaM Stock than permitted to be sold by such Stockholder pursuant to Section 15.1. In addition, if TCI AmPaM is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI AmPaM is greater than the number of such shares which can be offered without adversely affecting the success of the offering, TCI AmPaM may reduce pro rata (among the Stockholders and all other selling security holders in the offering) the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold held by each such person) to a number deemed satisfactory by such managing underwriter. If any Stockholder disapproves of the terms of the underwriting, provided, that, for each such offering made that Stockholder may elect to withdraw therefrom by TCI after the IPO, such reduction shall be made first by reducing the number of shares written notice to be sold by persons other than TCI, the Stockholders AmPaM and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.managing underwriter. That

Piggyback Registration Rights. At If the Company at any time following the Funding and Consummation Date, whenever TCI proposes to register any TCI Stock for of its own or others account securities under the 1933 Act for a public offeringAct, other than (i) any shelf including an SB-2 Registration Statement or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of otherwise, it will each such shares by the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall time give each of the Stockholders prompt written notice to all holders of outstanding Shares and Options of its intent intention so to do sodo. The Company will use best efforts at the request of ___________, if applicable, to register the shares underlying these options on a form S-8 registration statement. Upon the written request of a holder or holders of any of the Stockholders such Shares or Options given within 30 days after receipt of any such notice, TCI the Company will use its best efforts to cause all such Shares, the holders of which (or of the Options for which upon exercise thereof the Company will issue Shares) shall cause have so requested registration thereof, to be included registered under the Act (with the securities which the Company at the time propose to register), all to the extent requisite to permit the sale or other disposition by the prospective sellers of the Shares so registered; provided, however, that the Company may, as a condition precedent to the effectiveness of such registration, require each prospective seller to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration all that such seller will not sell any securities of the TCI Stock issued to same class or convertible into the Stockholders pursuant to this Agreement same class as those registered by the Company (including any stock issued class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 30 days) as (shall then be specified in writing by such underwriter or issuable upon underwriters if in the conversion opinion of such underwriter or exchange underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accounts, or counsel for the Company and or counsel for the sellers and the expense of any convertible securityspecial audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. Notwithstanding the foregoing, warrant, right sellers shall pay all underwriting discounts or other security which is issued by TCI as) a dividend or other distribution commissions with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholderssellers. Notwithstanding the above, the Company shall not be obligated to register the securities underlying the option more often than every 120 days in the case of an S-8 or every 365 days in the case of any other type of registration statement.

Piggyback Registration Rights. At The Company covenants and agrees with the Representative and any other or subsequent Warrant Holder(s) that if, at any time following within the Funding period commencing on the first anniversary of the Effective Date and Consummation ending at the Close of Business on the day immediately preceding the seventh anniversary of the Effective Date, whenever TCI it proposes to register any TCI Stock for its own or others account class of security under the 1933 Act for in a public offering, other than (i) any shelf primary registration on behalf of the Company or other in a secondary registration on behalf of shares holders of such securities and the registration form to be used as consideration may be used for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and (ii) registrations relating to employee stock options Shares or other benefit planssecurities for which the Warrants become exercisable, TCI shall the Company will give each of the Stockholders prompt written notice (which, in the case of a registration pursuant to the exercise of demand registration rights other than those provided in Section 12(a) of this Agreement, shall be within 10 business days after the Company's receipt of notice of such exercise and, in any event, shall be at least 45 days prior to such filing) to each Warrant Holder (regardless of whether the Warrant Holder shall have theretofore availed himself or herself of the right provided in Section 12(a)) at the addresses appearing on the records of the Company of its intent intention to do soeffect a registration. Upon The Company will offer to include in such registration such number of Shares or other securities for which the Warrants are exercisable with respect to which the Company has received written request of any of the Stockholders given requests for inclusion therein within 30 10 days after receipt of notice from the Company: PROVIDED that in the event that: (i) such notice, TCI shall cause registration is to be included in underwritten; (ii) such registration all is a primary registration on behalf of the TCI Stock issued to Company; and (iii) with the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon exception of the conversion or exchange of any convertible security, warrant, right Shares or other security securities for which the Warrants become exercisable, such registration is issued by TCI as) not a dividend secondary registration on behalf of the holders of outstanding securities of the Company, the Company shall not be required to include the Shares or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) securities for which any such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included Warrants become exercisable in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing managing underwriter(s) determines in good faith that such inclusion would materially adversely affect the offering being made by any managing underwriter of an underwritten offering of the securities being offered such registration. All registrations requested pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person12(b) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being are referred to herein as the "Founding Stockholders"), and thereafter, if Piggyback Registrations." This paragraph is not applicable to a further reduction is required, by reducing the number of shares to be sold registration statement filed by the Founding StockholdersCompany on Forms S-4 or S-8 or any successor forms.

Piggyback Registration Rights. At If the Company at any time following the Funding and Consummation Date, whenever TCI proposes to register any TCI Stock for of its own or others account securities under the 1933 Act for a public offeringAct, other than (i) any shelf including an SB-2 Registration Statement or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of otherwise, it will each such shares by the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall time give each of the Stockholders prompt written notice to all holders of outstanding Shares and Options of its intent intention so to do sodo. The Company will use best efforts at the request of Holder, if applicable, to register the shares underlying these options on a form S-8 registration statement. Upon the written request of a holder or holders of any of the Stockholders such Shares or Options given within 30 days after receipt of any such notice, TCI the Company will use its best efforts to cause all such Shares, the holders of which (or of the Options for which upon exercise thereof the Company will issue Shares) shall cause have so requested registration thereof, to be included registered under the Act (with the securities which the Company at the time propose to register), all to the extent requisite to permit the sale or other disposition by the prospective sellers of the Shares so registered; provided, however, that the Company may, as a condition precedent to the effectiveness of such registration, require each prospective seller to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration all that such seller will not sell any securities of the TCI Stock issued to same class or convertible into the Stockholders pursuant to this Agreement same class as those registered by the Company (including any stock issued class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 30 days) as (shall then be specified in writing by such underwriter or issuable upon underwriters if in the conversion opinion of such underwriter or exchange underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accounts, or counsel for the Company and or counsel for the sellers and the expense of any convertible securityspecial audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. Notwithstanding the foregoing, warrant, right sellers shall pay all underwriting discounts or other security which is issued by TCI as) a dividend or other distribution commissions with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholderssellers. Notwithstanding the above, the Company shall not be obligated to register the securities underlying the option more often than every 120 days in the case of an S-8 or every 365 days in the case of any other type of registration statement.

Piggyback Registration Rights. At any time following after the Funding Initial Closing, if the Company shall determine to proceed with the actual preparation and Consummation Date, whenever TCI proposes to register any TCI Stock for its own or others account filing of a new registration statement under the 1933 Act for a public offering, in connection with the proposed offer and sale of any of its securities by it or any of its security holders (other than (i) any shelf a registration statement on Form X-0, X-0 or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by limited purpose form), the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall Company will give each of the Stockholders prompt written notice of its intent determination to do soall record holders of the Shares. Upon the written request of from any of Holders (the Stockholders given “Requesting Holders”), within 30 15 days after receipt of any such noticenotice from the Company, TCI shall the Company will, except as herein provided, cause all of the Shares covered by such request (the “Requested Stock”) held by the Requesting Holders to be included in such registration statement, all to the extent requisite to permit the sale or other disposition by the prospective seller or sellers of the Requested Stock; provided, further, that nothing herein shall prevent the Company from, at any time, abandoning or delaying any registration. If any registration pursuant to this Section 4.2 shall be underwritten in whole or in part, the Company may require that the Requested Stock be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In such event, the Requesting Holders shall, if requested by the underwriters, execute an underwriting agreement containing customary representations and warranties by selling stockholders and a lock-up on Shares not being sold. If in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the TCI Requested Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to would reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold offered by persons other than TCI is greater than the number Company or interfere with the successful marketing of such the shares which can be of stock offered without adversely affecting by the offeringCompany, TCI may reduce pro rata the number of shares offered for of Requested Stock otherwise to be included in the accounts of such persons underwritten public offering may be reduced pro rata (based upon the by number of shares) among the Requesting Holders and all other holders of registration rights who have requested inclusion of their securities or excluded in their entirety if so required by the underwriter. To the extent only a portion of the Requested Stock is included in the underwritten public offering, those shares proposed to be sold by each such person) to a number deemed satisfactory of Requested Stock which are thus excluded from the underwritten public offering and any other securities of the Company held by such Holders shall be withheld from the market by the Holders thereof for a period, not to exceed 90 days, which the managing underwriter, provided, that, for each such offering made by TCI underwriter reasonably determines is necessary in order to effect the underwritten public offering. The obligation of the Company under this Section 4.2 shall not apply after the IPO, such reduction shall be made first by reducing earlier of (a) the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders date that all of the Other Founding Companies Shares have been sold pursuant to the Rule or an effective registration statement, or (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein b) such time as the "Founding Stockholders"Shares are eligible for immediate resale pursuant to Rule 144(k), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

Piggyback Registration Rights. At any time following after the Funding first anniversary of the date of this Agreement and Consummation Datebefore the third anniversary of the date of this Agreement; PROVIDED, HOWEVER, that the Registrable Common is not subject to the Lock-up Agreement, whenever TCI the Company proposes to register any TCI Common Stock for its own or others account under the 1933 Securities Act for a public offeringoffering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) any shelf employee compensation or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and benefit plans or (ii) registrations relating one or more acquisition transactions under a Registration Statement on Form S-4 or Form S-1 under the Securities Act (or a successor to employee stock options Form S-4 or other benefit plansForm S-1) (any such offering or issuance being an "EXEMPT OFFERING"), TCI shall the Company will give each of the Stockholders prompt Stockholder written notice of its intent to do so. Upon so (a "REGISTRATION NOTICE") at least 15 days prior to the written request of any filing of the related registration statement with the Commission. Such notice shall specify the approximate date on which the Company proposes to file such registration statement and shall contain a statement that the Stockholders given within 30 are entitled to participate in such offering and shall set forth the number of shares of Registrable Common that represents the best estimate of the lead managing underwriter (or if not known or applicable, the Company) that will be available for sale by the holders of Registrable Common in the proposed offering. If the Company shall have delivered a Registration Notice, each Stockholder shall be entitled to participate on the same terms and conditions as the Company in the public offering to which the Registration Notice relates and to offer and sell shares of Registrable Common therein only to the extent provided in this Section 2. Each Stockholder desiring to participate in such offering shall notify the Company no later than ten days after following receipt of the Registration Notice of the aggregate number of shares of Registrable Common that such noticeStockholder then desires to sell in the offering. Each Stockholder desiring to participate in such public offering may include shares of Registrable Common in the registration statement relating to the offering, TCI to the extent that the inclusion of such shares shall cause not reduce the number of shares of Common Stock to be offered and sold by the Company to be included therein. If the lead managing underwriter selected by the Company for a public offering (or, if the offering is not underwritten, a financial advisor to the Company) determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold in such offering, there shall be included in the offering only that number of shares of Registrable Common, if any, requested to be included in the offering that such registration all lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the TCI Stock issued offering, PROVIDED, HOWEVER, that if the lead managing underwriter or financial advisor, as the case may be, determines that marketing factors require a limitation on the number of shares of Registrable Common to be offered and sold as aforesaid and so notifies the Stockholders pursuant Company in writing, the number of shares of Registrable Common to this Agreement (including any stock issued as (or issuable upon be offered and sold by holders desiring to participate in the conversion or exchange offering, shall be allocated among such holders on a PRO RATA basis based on their holdings of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI Registrable Common. The Company shall have the right at any time to reduce the number of shares requested by any Stockholder to be included in such registration to the extent that the Company reasonably concludes that inclusion of such shares couldis likely to jeopardize the non-recognition status under the Code of any acquisition transaction consummated pursuant to any of the Acquisition Agreements; PROVIDED, in the written opinion HOWEVER, that any determination to exclude shares from any such registration pursuant to this provision shall be based on advice of tax counsel to TCI the Company or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersaccountants.

Piggyback Registration Rights. At any time following the Funding and Consummation Closing Date, whenever TCI VPI proposes to register any TCI VPI Stock for its own or others others' account under the 1933 Act for a public offeringAct, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) VPI and (ii) registrations relating to employee stock options or other benefit plans, TCI VPI shall give each of the Stockholders STOCKHOLDERS prompt written notice of its intent to do so. Upon the written request of any of the Stockholders STOCKHOLDERS given within 30 days after receipt of such notice, TCI VPI shall cause to be included in such registration all of the TCI VPI Stock into which the Dividend Access Shares are exchangeable issued to the Stockholders such STOCKHOLDER pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder STOCKHOLDER requests, provided that TCI VPI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written reasonable opinion of tax counsel to TCI VPI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization an exchange pursuant to which gain is not recognized under Section 351 351(a) of the Code. In addition, if TCI VPI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI VPI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI VPI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed desired to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, thathowever, that for each such offering made by TCI VPI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCIVPI, the Stockholders STOCKHOLDERS and the stockholders of the Other Founding Companies who receive shares of VPI Stock pursuant to the Other Agreements (collectively, the Stockholders STOCKHOLDERS and the stockholders of the other Founding Companies who receive shares of VPI Stock pursuant to the Other Agreements being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders on a pro rata basis based on the number of shares proposed to be registered by each of the Founding Stockholders.

Piggyback Registration Rights. At any time following after the Funding and Consummation Date, whenever TCI proposes latest to register any TCI Stock for its own or others account under the 1933 Act for a public offering, other than occur of (i) any shelf or other registration of shares to be used the IPO Closing Date (as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereofdefined below) and (ii) registrations the expiration of any lock-up period which may have been imposed on the Stockholders by the underwriters in connection with the initial public offering consummated on the IPO Closing Date, and before the fifth anniversary of the IPO Closing Date, whenever the Company proposes to register any Common Stock for its own account (or for the account of a holder or holders of shares of Common Stock) under the Securities Act of 1933, as amended, and any successor thereto and the rules and regulations thereunder (the "Securities Act") for a public offering for cash, other than a registration relating to the offering or issuance of shares in connection with (i) employee stock options compensation or other benefit plansplans or (ii) one or more acquisition transactions under a Registration Statement on Form S-4 under the Securities Act (or a successor to Form S-4) (any such offering or issuance being an "EXEMPT OFFERING"), TCI shall the Company will give each of the Stockholders prompt Stockholder written notice of its intent to do so. Upon so (a "REGISTRATION NOTICE") at least 30 days prior to the written request of any filing of the related registration statement with the Securities and Exchange Commission or any successor thereto (the "Commission"). Such notice shall specify the approximate date on which the Company proposes to file such registration statement and shall contain a statement that the Stockholders given within 30 days after receipt of such notice, TCI shall cause are entitled to be included participate in such registration all of the TCI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI offering and shall have the right to reduce set forth the number of shares included of Registrable Common (as defined below) that represents the best estimate of the lead managing underwriter (or if not known or applicable, the Company) that will be available for sale by the holders of Registrable Common in the proposed offering. Each holder of Registrable Common desiring to participate in such registration to offering shall notify the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status Company no later than 20 days following receipt of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 Notice of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the aggregate number of shares of Registrable Common that such holder then desires to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.sell in

Piggyback Registration Rights. At any time following 2.1 If the Funding Second Closing shall not have occurred prior to August 31, 2001 and Consummation Date, whenever TCI if thereafter the Corporation hereafter proposes to register any TCI Stock file a registration statement under the Securities Act with respect to an offering for its own account of any class of its equity securities (other than a registration statement on Form S-8 (or others account any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or any successor provision) under the 1933 Securities Act applies or an offering of securities solely to the Corporation's existing shareholders), then the Corporation shall in each case give written notice of such proposed filing to the Holder as soon as practicable (but no later than 20 business days) before the anticipated filing date, and such notice shall offer each Holder the opportunity to register such number of shares of Restricted Stock as such Holder may request. Each Holder desiring to have Restricted Stock included in such registration statement shall so advise the Corporation in writing within 10 business days after the date on which the Corporation's notice is so given, setting forth the number of shares of Restricted Stock for a public which registration is requested. If the Corporation's offering is to be an underwritten offering, the Corporation shall, subject to the further provisions of this Agreement, use its reasonable best efforts to cause the managing underwriter or underwriters to permit the Holders of the Restricted Stock requested to be included in the registration for such offering to include such Restricted Stock in such offering on the same terms and conditions as any similar securities of the Corporation included therein. The right of each Holder to registration pursuant to this Section 4 in connection with an underwritten offering by the Corporation shall, unless the Corporation otherwise assents, be conditioned upon such Holder's participation as a seller in such underwritten offering and its execution of an underwriting agreement with the managing underwriter or underwriters selected by the Corporation. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering deliver a written opinion to the Corporation that either because of (a) the kind of securities that the Corporation, the Holders and any other than persons or entities intend to include in such offering or (b) the size of the offering that the Corporation, the Holders and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Restricted Stock requested to be included, then (i) any shelf or other registration in the event that the size of the offering is the basis of such managing underwriter's opinion, the number of shares of Restricted Stock to be used as consideration registered and offered for acquisitions the accounts of additional businesses Holders shall be reduced pro rata on the basis of the number of securities requested by TCI such Holders to be registered and offered to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters (including provided that if securities are being registered and offered for the account of other persons or entities in addition to the Corporation, such reduction shall not be proportionally greater than any registration of resales of similar reductions imposed on such shares by the holders thereofother persons or entities) and (ii) registrations relating in the event that the combination of securities to employee stock options or other benefit plans, TCI shall give each of be offered is the Stockholders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders given within 30 days after receipt basis of such noticemanaging underwriters opinion, TCI shall cause (x) the Restricted Stock to be included in such registration all and offering shall be reduced as described in clause (i) above or (y) if such actions would, in the reasonable judgment of the TCI Stock issued managing underwriter, be insufficient to substantially eliminate the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included in such registration to the extent adverse effect that inclusion of the Restricted Stock requested to be included would have on such shares couldoffering, in such Restricted Stock will be excluded entirely from such registration and offering. Any Restricted Stock excluded from an underwriting shall, if applicable, be withdrawn from registration and shall not, without the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status consent of the transactions contemplated hereby and by Corporation, be transferred in a public distribution prior to the Registration Statement earlier of ninety (90) days (or such other shorter period of time as a tax-free organization under Section 351 the managing underwriter may require) after the effective date of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that or ninety (90) days after the number of shares to be sold by persons other than TCI is greater than date the number Holders of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts Restricted Stock are notified of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersexclusion.