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 A. The Optionor will permit any time following the Funding and Consummation Date, whenever TCI proposes option shares subject 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 this agreement to be used as consideration for acquisitions included, at the request of additional businesses by TCI (including the Optionee in any registration of resales securities of such the Optionor (other than shares of Common Stock pursuant to the Optionor's stock option plan or stock purchase plan) under a registration statement filed by the holders thereof) and (ii) registrations relating Optionor under the Securities Act. The Optionor shall provide written notice to employee stock options or other benefit plans, TCI shall give each the Optionee at least 30 days prior to the filing of any such registration statement sent by registered mail to the address of record of the Stockholders prompt written notice of its intent to do soOptionee. Upon the If Optionee shall deliver a written request of any of to the Stockholders given Optionor within 30 ten (10) business days after receipt the mailing of such notice, TCI setting forth the number of securities which he intends to sell in the public offering (the "Registered Securities"), and requesting inclusion of such Registered Securities therein, the Optionor agrees to include the Registered Securities in such registration statement and related underwriting agreements (if any) or if the Optionor eligible to use Form S-3 permit Optionee to utilize a selling shareholders Registration Statement on Form S-3. Notwithstanding the above, the Optionee may only have option shares subject to this agreement so registered one time. B. The parties hereto agree that if the offering is underwritten, the Registered Securities shall cause be for purposes of the preceding sentence underwritten by the same underwriter or underwriters on terms no less favorable than those applicable to the shares offered by the Optionor or other stockholders pursuant to such registration statement, and agree, at the request of the Optionor or such other stockholders, to join with the Optionor or such other stockholders in executing appropriate underwriting agreements with such underwriter or underwriters and to execute appropriate powers of attorney and custodian agreements in forms acceptable to the underwriter or underwriters, which agreements shall not place any restrictions upon the sale or transfer of the Registered Securities not otherwise placed on all other shareholders whose shares are registered in such registration statement. Optionee agrees that if, in spite of the best efforts of the Optionor (which the Optionor agrees to use), the inclusion of all of the Registered Securities which he may desire to include in any such registration statement shall not be acceptable to the managing underwriter or underwriters of the offering (acting reasonably and in good faith), some or all of his Registered Securities may be excluded or withdrawn from such registration statement in accordance with the following provision: Optionee shall have the right to include in such registration statement such number (but only such number) of shares, as applicable, as shall bear the same relationship to the total number of Units, Warrants, or shares, as applicable, which the managing underwriter or underwriters will permit to be included in such registration statement by all holders of the TCI Stock issued securities who wish 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 register securities in such registration statement. C. Optionor shall pay all expenses associated with filing and causing 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 become effective any registration statement under this Section 17.1 that and with maintaining its effectiveness excepting only (i) the number underwriting discounts and commissions incurred directly on the sale of any of Optionee's Registered Securities included therein, and (ii) legal expense individually incurred by Optionee, said discounts, commissions and legal expenses with respect to the sale of Optionee's shares to be sold borne 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 StockholdersOptionee.

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 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 (a) If, at any time following after the Funding and Consummation Mandatory Registration Termination Date, whenever TCI the Company proposes to register any TCI of its Common Stock for its own or others account under the 1933 Act for Securities Act, whether as a public offering, result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other than securities of the Company (i) but excluding in all cases any shelf registrations to be effected on Forms S-4 or S-8 or other registration of shares applicable successor Forms), the Company shall, each such time, give 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 Investors holding Registrable Shares written notice of its intent to do so. Upon the written request of any of the Stockholders such Investor given within 30 20 days after receipt the giving of any such noticenotice by the Company, TCI the Company shall use reasonable efforts to cause to be included in such registration all the Registrable Shares of the TCI Stock issued such selling Investor, to the Stockholders pursuant extent requested 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, be registered; provided that TCI shall have the right to reduce (i) the number of shares Registrable Shares proposed to be sold by such selling Investor is equal to at least seventy-five percent (75%) of the total number of Registrable Shares then held by such participating selling Investor, (ii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register, and (iii) if the extent registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising demand registration rights pursuant to any other agreement with the Company, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such shares could, selling Investor's Registrable Shares (without any reduction 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 for the account of the Company or such party exercising demand registration rights) is greater than likely to affect materially and adversely the number success of the offering or the price that would be received for any shares of Common Stock offered, in which case the rights of such shares which can selling Investor shall be offered without adversely affecting as provided in Section 4(b) hereof. (b) If a registration pursuant to Section 4(a) hereof involves an underwritten offering and the offeringmanaging underwriter shall advise the Company in writing that, TCI may reduce pro rata in its opinion, the number of shares of Common Stock requested by the Investors to be included in such registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered for in such offering, then, notwithstanding anything in Section 4(a) to the accounts contrary, the Company shall only be required to include in such registration, to the extent of such persons (based upon the number of shares proposed to of Common Stock which the Company is so advised can be sold by each in such personoffering, (i) to a number deemed satisfactory by such managing underwriterfirst, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares of Common Stock proposed to be sold by persons other than TCI, included in such registration for the Stockholders and account of the Company and/or any stockholders of the Other Founding Companies Company (collectivelyother than the Investors) that have exercised demand registration rights, in accordance with the Stockholders and priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other Founding Companies being referred to herein as than the "Founding Stockholders"Investors), and thereafter(ii) second, if a further reduction is requiredthe shares of Common Stock requested to be included in such registration by all other stockholders of the Company who have piggyback registration rights (including, by reducing without limitation, the Investors), pro rata among such other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them requested to be sold included in such registration. (c) In connection with any offering involving an underwriting of shares, the Company shall not be required under Section 4 hereof or otherwise to include the Registrable Shares of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Founding StockholdersCompany.

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 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 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 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 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 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 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 (a) If, at any time following after the Funding and Consummation Mandatory Registration Termination Date, whenever TCI the Company proposes to register any TCI of its Common Stock for its own or others account under the 1933 Act for Securities Act, whether as a public offering, result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other than securities of the Company (i) but excluding in all cases any shelf registrations to be effected on Forms S-4 or S-8 or other registration of shares applicable successor Forms), the Company shall, each such time, give 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 Investors holding Registrable Shares written notice of its intent to do so. Upon the written request of any of the Stockholders such Investor given within 30 20 days after receipt the giving of any such noticenotice by the Company, TCI the Company shall use reasonable efforts to cause to be included in such registration all the Registrable Shares of the TCI Stock issued such selling Investor, to the Stockholders pursuant extent requested to this Agreement be registered; PROVIDED that (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 asi) 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 Registrable Shares proposed to be sold by such selling Investor is equal to at least seventy-five percent (75%) of the total number of Registrable Shares then held by such participating selling Investor, (ii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register, and (iii) if the extent registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising demand registration rights pursuant to any other agreement with the Company, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such shares could, selling Investor's Registrable Shares (without any reduction 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 for the account of the Company or such party exercising demand registration rights) is greater than likely to affect materially and adversely the number success of the offering or the price that would be received for any shares of Common Stock offered, in which case the rights of such shares which can selling Investor shall be offered without adversely affecting as provided in Section 4(b) hereof. (b) If a registration pursuant to Section 4(a) hereof involves an underwritten offering and the offeringmanaging underwriter shall advise the Company in writing that, TCI may reduce pro rata in its opinion, the number of shares of Common Stock requested by the Investors to be included in such registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered for in such offering, then, notwithstanding anything in Section 4(a) to the accounts contrary, the Company shall only be required to include in such registration, to the extent of such persons (based upon the number of shares proposed to of Common Stock which the Company is so advised can be sold by each in such personoffering, (i) to a number deemed satisfactory by such managing underwriterfirst, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares of Common Stock proposed to be sold by persons other than TCI, included in such registration for the Stockholders and account of the Company and/or any stockholders of the Other Founding Companies Company (collectivelyother than the Investors) that have exercised demand registration rights, in accordance with the Stockholders and priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other Founding Companies being referred to herein as than the "Founding Stockholders"Investors), and thereafter(ii) second, if a further reduction is requiredthe shares of Common Stock requested to be included in such registration by all other stockholders of the Company who have piggyback registration rights (including, by reducing without limitation, the Investors), PRO RATA among such other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them requested to be sold included in such registration. (c) In connection with any offering involving an underwriting of shares, the Company shall not be required under Section 4 hereof or otherwise to include the Registrable Shares of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Founding StockholdersCompany.

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. The Optionor will permit any time following the Funding and Consummation Date, whenever TCI proposes option shares subject 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 this Agreement to be used as consideration for acquisitions included, at the request of additional businesses by TCI (including the Optionee in any registration of resales securities of such the Optionor (other than shares of Common Stock pursuant to the Optionor's stock option plan or stock purchase plan) under a registration statement filed by the holders thereof) and (ii) registrations relating Optionor under the Securities Act. The Optionor shall provide written notice to employee stock options or other benefit plans, TCI shall give each the Optionee at least 30 days prior to the filing of any such registration statement sent by registered mail to the address of record of the Stockholders prompt written notice of its intent to do soOptionee. Upon the If Optionee shall deliver a written request of any of to the Stockholders given Optionor within 30 ten (10) business days after receipt the mailing of such notice, TCI setting forth the number of securities which he intends to sell in the public offering (the "Registered Securities"), and requesting inclusion of such Registered Securities therein, the Optionor agrees to include the Registered Securities in such registration statement and related underwriting agreements (if any) or if the Optionor eligible to use Form S-3 permit Optionee to utilize a selling shareholders Registration Statement on Form S-3. Notwithstanding the above, the Optionee may only have option shares subject to this agreement so registered one time. B. The parties hereto agree that if the offering is underwritten, the Registered Securities shall cause be for purposes of the preceding sentence underwritten by the same underwriter or underwriters on terms no less favorable than those applicable to the shares offered by the Optionor or other stockholders pursuant to such registration statement, and agree, at the request of the Optionor or such other stockholders, to join with the Optionor or such other stockholders in executing appropriate underwriting agreements with such underwriter or underwriters and to execute appropriate powers of attorney and custodian agreements in forms acceptable to the underwriter or underwriters, which agreements shall not place any restrictions upon the sale or transfer of the Registered Securities not otherwise placed on all other shareholders whose shares are registered in such registration statement. Optionee agrees that if, in spite of the best efforts of the Optionor (which the Optionor agrees to use), the inclusion of all of the registration statement. Optionee agrees that if, in spite of the best efforts of the Optionor (which the Optionor agrees to use), the inclusion of all of the Registered Securities which he may desire to include in any such registration statement shall not be acceptable to the managing underwriter or underwriters of the offering (acting reasonably and in good faith), some or all or his Registered Securities may be excluded or withdrawn from such registration statement in accordance with the following provision: Optionee shall have the right to include in such registration statement such number (but only such number) of shares, as applicable, as shall bear the same relationship to the total number of Units, Warrants, or shares, as applicable, which the managing underwriter or underwriters will permit to be included in such registration statement by all holders of the TCI Stock issued securities who wish 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 register securities in such registration statement. C. Optionor shall pay all expenses associated with filing and causing 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 become effective any registration statement under this Section 17.1 that and with maintaining its effectiveness excepting only (i) the number underwriting discounts and commissions incurred directly on the sale of any of Optionee's Registered Securities included therein, and (ii) legal expense individually incurred by Optionee, said discounts, commissions and legal expenses with respect to the sale of Optionee's shares to be sold borne 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 StockholdersOptionee.

Piggyback Registration Rights. At (a) If, at any time following prior to the Funding and Consummation Mandatory Registration Termination Date, whenever TCI the Company proposes to register any TCI of its Common Stock for its own or others account under the 1933 Act for Securities Act, whether as a public offering, result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other than securities of the Company (i) but excluding in all cases any shelf or other registration of shares registrations to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of effected on Forms S-4 or S-8 or applicable successor Forms), the Company shall, each such shares by time, give to the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall give each of the Stockholders prompt Investors holding Registrable Shares written notice of its intent to do so. Upon the written request of any of the Stockholders such Investor given within 30 twenty (20) days after receipt the giving of any such noticenotice by the Company, TCI the Company shall use its reasonable best efforts to cause to be included in such registration all the Registrable Shares of the TCI Stock issued such selling Investor, to the Stockholders pursuant extent requested 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, be registered; provided that TCI shall have the right to reduce (i) the number of shares Registrable Shares proposed to be sold by such selling Investor is equal to at least fifty percent (50%) of the total number of Registrable Shares then held by such participating selling Investor, (ii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register, and (iii) if the extent registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising demand registration rights pursuant to any other agreement with the Company, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such shares could, selling Investor’s Registrable Shares (without any reduction 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 for the account of the Company or such party exercising demand registration rights) is greater than likely to affect materially and adversely the number success of the offering or the price that would be received for any shares of Common Stock offered, in which case the rights of such shares which can selling Investor shall be offered without adversely affecting as provided in Section 5(b) hereof. (b) If a registration pursuant to Section 5(a) hereof involves an underwritten offering and the offeringmanaging underwriter shall advise the Company in writing that, TCI may reduce pro rata in its opinion, the number of shares of Common Stock requested by the Investors to be included in such registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered for in such offering, then, notwithstanding anything in Section 5(a) to the accounts of contrary, the Company shall be required to include in such persons (based upon registration only the number of shares proposed to of Common Stock which the Company is so advised can be sold by each in such personoffering, according to the following priority: (i) to a number deemed satisfactory by such managing underwriterfirst, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares of Common Stock proposed to be sold by persons other than TCI, included in such registration for the Stockholders and account of the Company and/or any stockholders of the Other Founding Companies Company (collectivelyother than the Investors) that have exercised demand registration rights, in accordance with the Stockholders and priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other Founding Companies being referred to herein as than the "Founding Stockholders"Investors), and thereafter(ii) second, if a further reduction is requiredthe shares of Common Stock requested to be included in such registration by all other stockholders of the Company who have piggyback registration rights (including, by reducing without limitation, the Investors), pro rata among such other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them requested to be sold included in such registration. (c) In connection with any offering involving an underwriting of shares, the Company shall not be required under this Section 5 or otherwise to include the Registrable Shares of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Founding StockholdersCompany.

Piggyback Registration Rights. At (a) If, at any time following after the Funding and Consummation Mandatory Registration Termination Date, whenever TCI the Company proposes to register any TCI of its Common Stock for its own or others account under the 1933 Act for Securities Act, whether as a public offering, result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other than securities of the Company (i) but excluding in all cases any shelf registrations to be effected on Forms S-4 or S-8 or other registration of shares applicable successor Forms), the Company shall, each such time, give 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 Investors holding Registrable Shares written notice of its intent to do so. Upon the written request of any of the Stockholders such Investor given within 30 20 days after receipt the giving of any such noticenotice by the Company, TCI the Company shall use reasonable efforts to cause to be included in such registration all the Registrable Shares of the TCI Stock issued such selling Investor, to the Stockholders pursuant extent requested 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, be registered; provided that TCI shall have the right to reduce (i) the number of shares Registrable Shares proposed to be sold by such selling Investor is equal to at least seventy-five percent (75%) of the total number of Registrable Shares then held by such participating selling Investor, (ii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register, and (iii) if the extent registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising demand registration rights pursuant to any other agreement with the Company, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such shares could, selling Investor's Registrable Shares (without any reduction 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 for the account of the Company or such party exercising demand registration rights) is greater than likely to affect materially and adversely the number success of the offering or the price that would be received for any shares of Common Stock offered, in which case the rights of such shares which can selling Investor shall be offered without adversely affecting as provided in Section 4(b) hereof. (b) If a registration pursuant to Section 4(a) hereof involves an underwritten offering and the offeringmanaging underwriter shall advise the Company in writing that, TCI may reduce pro rata in its opinion, the number of shares of Common Stock requested by the Investors to be included in such registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered for in such offering, then, notwithstanding anything in Section 4(a) to the accounts contrary, the Company shall only be required to include in such registration, to the extent of such persons (based upon the number of shares proposed to of Common Stock which the Company is so advised can be sold by each in such personoffering, (i) to a number deemed satisfactory by such managing underwriterfirst, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares of Common Stock proposed to be sold by persons other than TCI, included in such registration for the Stockholders and account of the Company and/or any stockholders of the Other Founding Companies Company (collectivelyother than the Investors) that have exercised demand registration rights, in accordance with the Stockholders and priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other Founding Companies being referred to herein as than the "Founding Stockholders"Investors), and thereafter(ii) second, if a further reduction is required, by reducing the number shares of shares Common Stock requested to be sold included in such registration by the Founding Stockholders.all other

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 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 A. The Optionor will permit any time following the Funding and Consummation Date, whenever TCI proposes option shares subject 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 this Agreement to be used as consideration for acquisitions included, at the request of additional businesses by TCI (including the Optionee in any registration of resales securities of such the Optionor (other than shares of Common Stock pursuant to the Optionor's stock option plan or stock purchase plan) under a registration statement filed by the holders thereof) and (ii) registrations relating Optionor under the Securities Act. The Optionor shall provide written notice to employee stock options or other benefit plans, TCI shall give each the Optionee at least 30 days prior to the filing of any such registration statement sent by registered mail to the address of record of the Stockholders prompt written notice of its intent to do soOptionee. Upon the If Optionee shall deliver a written request of any of to the Stockholders given Optionor within 30 ten (10) business days after receipt the mailing of such notice, TCI setting forth the number of securities which he intends to sell in the public offering (the "Registration Securities"), and requesting inclusion of such Registered Securities therein, the Optionor agrees to include the Registered Securities in such registration statement and related underwriting agreements (if any) or if the Optionor eligible to use Form S-3 permit Optionee to utilize a selling shareholders Registration Statement on Form S-3. Notwithstanding the above, the Optionee may only have option shares subject to this agreement so registered one time. B. The parties hereto agree that if the offering is underwritten, the Registered Securities shall cause be for purposes of the preceding sentence underwritten by the same underwriter or underwriters on terms no less favorable than those applicable to the shares offered by the Optionor or other stockholders pursuant to such registration statement, and agree, at the request of the Optionor or such other stockholders, to join with the Optionor or such other stockholders in executing appropriate underwriting agreements with such underwriter or underwriters and to execute appropriate powers of attorney and custodian agreements in forms acceptable to the underwriter or underwriters, which agreements shall not place any restrictions upon the sale or transfer of the Registered Securities not otherwise placed on all other shareholders whose shares are registered in such registration statement. Optionee agrees that if, in spite of the best efforts of the Optionor (which the Optionor agrees to use), the inclusion of all of the Registered Securities which he may desire to include in any such registration statement shall not be acceptable to the managing underwriter or underwriters of the offering (acting reasonably and in good faith), some or all of his Registered Securities may be excluded or withdrawn from such registration statement in accordance with the following provision: Optionee shall have the right to include in such registration statement such number (but only such number) of shares, as applicable, as shall bear the same relationship to the total number of Units, Warrants, or shares, as applicable, which the managing underwriter or underwriters will permit to be included in such registration statement by all holders of the TCI Stock issued securities who wish 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 register securities in such registration statement. C. Optionor shall pay all expenses associated with filing and causing 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 become effective any registration statement under this Section 17.1 that and with maintaining its effectiveness excepting only (i) the number underwriting discounts and commissions incurred directly on the sale of any of Optionee's Registered Securities included therein, and (ii) legal expense individually incurred by Optionee, said discounts, commissions and legal expenses with respect to the sale of Optionee's shares to be sold borne 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 StockholdersOptionee.

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 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 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 (a) In case the Company shall at any time following the Funding and Consummation Date, whenever TCI proposes determine to register any TCI Stock for of its own or others account securities under the 1933 Act for a public offeringSecurities Act, other than by way of Securities and Exchange Commission (ithe "Commission") Forms S-4 or S-8, or any successor form thereto, or any other appropriate form, or to qualify such securities under the securities laws of any state, at its own initiative, the Company will give prompt notice thereof to the Holder, and if so requested in writing by any person to which such notice shall have been properly provided, the Company will include among the securities which it then endeavors to make the subject of a registration statement to be filed under the Securities Act, or to qualify under such state securities laws, all or any part of such previously issued shares, or of the shares then eligible for issuance upon exercise of the Warrants as shall be specified in such request (the "DESIGNATED SHARES"), and the Company will use its best efforts to cause all such registrations, qualifications or compliances to be effected and to be kept effective for not less than 90 days. (b) Notwithstanding the foregoing, if at any time after the date hereof the Company files a registration statement with respect to any of its securities in connection with a bona fide underwritten public offering of the same, then (a) any shelf Designated Shares which shall have been made the subject of a registration statement filed for the purpose of qualifying shares under the Securities Act for future sale or other registration of shares which are, in connection with such a registration, being or to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares included pursuant to Section 13, shall, if so requested by the holders thereofmanaging underwriter(s) and (iiconsented to by each applicable holder of Designated Shares, be offered for sale through the underwriters on the same terms and conditions under which the Company's securities are to be distributed, PROVIDED that if the managing underwriter(s) registrations relating elect to employee stock options or other benefit plansinclude less than all Designated Shares to be offered by selling shareholders, 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 those to be included in such registration all the underwritten portion of the TCI Stock issued offering shall be, as to each holder thereof, as nearly equal in number as is practicable; and (b) those Designated Shares which are not being distributed by the Stockholders pursuant underwriters in such public offering shall be withheld from the market by the selling shareholders for a period, not to this Agreement (including any stock issued as (or issuable upon exceed 180 days, measured from the conversion or exchange effective date of any convertible securitythe registration statement by which such public offering is being effected, warrantwhich the managing underwriter(s) determine necessary in order to stabilize the market for the underwritten shares. Notwithstanding the foregoing, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or the event in replacement the written opinion of such TCI Stockmanaging underwriter(s), the Designated Shares may not be included in the registration statement without having a material adverse effect on the Company's offering of it securities, the managing underwriter(s) which any such Stockholder requests, provided that TCI shall have the right to eliminate or reduce the number of shares included Designated Shares proportionately among the Holders. (c) All expenses incurred in connection with any registration, qualification or compliance effected by the Company pursuant to Section 13, including, without limitation, all registration and filing fees, fees and expenses of complying with federal and state securities laws, printing expenses, fees and disbursements of counsel for the Company, and all expenses of any special audits incidental to or required by 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 "Registration Expenses") shall be borne by the stockholders Company, provided that each holder of Designated Shares shall be responsible for that portion of any underwriting commission incurred in connection with the underwritten distribution of the other Founding Companies being referred securities made the subject of such registration effort as shall bear the same ratio to herein such commission as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing value of the number of shares to be Designated Shares sold by the Founding Stockholdersholder in the offering bears to the value of all Company securities sold in such offering.

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 the AmPaM Series A Preferred Stock and 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 or AmPaM Series A Preferred 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 (a) If, at any time following after the Funding and Consummation Mandatory Registration Termination Date, whenever TCI the Company proposes to register any TCI of its Common Stock for its own or others account under the 1933 Act for Securities Act, whether as a public offering, result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other than securities of the Company (i) but excluding in all cases any shelf registrations to be effected on Forms S-4 or S-8 or other registration of shares applicable successor Forms), the Company shall, each such time, give 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 Investors holding Registrable Shares written notice of its intent to do so. Upon the written request of any of the Stockholders such Investor given within 30 20 days after receipt the giving of any such noticenotice by the Company, TCI the Company shall use its reasonable best efforts to cause to be included in such registration all the Registrable Shares of the TCI Stock issued such selling Investor, to the Stockholders pursuant extent requested 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, be registered; provided that TCI shall have the right to reduce (i) the number of shares Registrable Shares proposed to be sold by such selling Investor is equal to at least seventy-five percent (75%) of the total number of Registrable Shares then held by such participating selling Investor, (ii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register, and (iii) if the extent registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising demand registration rights pursuant to any other agreement with the Company, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such shares could, selling Investor’s Registrable Shares (without any reduction 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 for the account of the Company or such party exercising demand registration rights) is greater than likely to affect materially and adversely the number success of the offering or the price that would be received for any shares of Common Stock offered, in which case the rights of such shares which can selling Investor shall be offered without adversely affecting as provided in Section 4(b) hereof. (b) If a registration pursuant to Section 4(a) hereof involves an underwritten offering and the offeringmanaging underwriter shall advise the Company in writing that, TCI may reduce pro rata in its opinion, the number of shares of Common Stock requested by the Investors to be included in such registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered for in such offering, then, notwithstanding anything in Section 4(a) to the accounts contrary, the Company shall only be required to include in such registration, to the extent of such persons (based upon the number of shares proposed to of Common Stock which the Company is so advised can be sold by each in such personoffering, (i) to a number deemed satisfactory by such managing underwriterfirst, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares of Common Stock proposed to be sold by persons other than TCI, included in such registration for the Stockholders and account of the Company and/or any stockholders of the Other Founding Companies Company (collectivelyother than the Investors) that have exercised demand registration rights, in accordance with the Stockholders and priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other Founding Companies being referred to herein as than the "Founding Stockholders"Investors), and thereafter(ii) second, if a further reduction is requiredthe shares of Common Stock requested to be included in such registration by all other stockholders of the Company who have piggyback registration rights (including, by reducing without limitation, the Investors), pro rata among such other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them requested to be sold included in such registration. (c) In connection with any offering involving an underwriting of shares, the Company shall not be required under Section 4 hereof or otherwise to include the Registrable Shares of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Founding StockholdersCompany.

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 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 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 (a) If, at any time following after the Funding and Consummation Mandatory Registration Termination Date, whenever TCI the Company proposes to register any TCI of its Common Stock for its own or others account under the 1933 Act for Securities Act, whether as a public offering, result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other than securities of the Company (i) but excluding in all cases any shelf registrations to be effected on Forms S-4 or S-8 or other registration of shares applicable successor Forms), the Company shall, each such time, give 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 Investors holding Registrable Shares written notice of its intent to do so. Upon the written request of any of the Stockholders such Investor given within 30 20 days after receipt the giving of any such noticenotice by the Company, TCI the Company shall use reasonable efforts to cause to be included in such registration all the Registrable Shares of the TCI Stock issued such selling Investor, to the Stockholders pursuant extent requested 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, be registered; provided that TCI shall have the right to reduce (i) the number of shares Registrable Shares proposed to be sold by such selling Investor is equal to at least seventy-five percent (75%) of the total number of Registrable Shares then held by such participating selling Investor, (ii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register, and (iii) if the extent registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising demand registration rights pursuant to any other agreement with the Company, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such shares could, selling Investor’s Registrable Shares (without any reduction 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 for the account of the Company or such party exercising demand registration rights) is greater than likely to affect materially and adversely the number success of the offering or the price that would be received for any shares of Common Stock offered, in which case the rights of such shares which can selling Investor shall be offered without adversely affecting as provided in Section 5(b) hereof. (b) If a registration pursuant to Section 5(a) hereof involves an underwritten offering and the offeringmanaging underwriter shall advise the Company in writing that, TCI may reduce pro rata in its opinion, the number of shares of Common Stock requested by the Investors to be included in such registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered for in such offering, then, notwithstanding anything in Section 5(a) to the accounts of contrary, the Company shall be required to include in such persons (based upon registration only the number of shares proposed to of Common Stock which the Company is so advised can be sold by each in such personoffering, (i) to a number deemed satisfactory by such managing underwriterfirst, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares of Common Stock proposed to be sold by persons other than TCI, included in such registration for the Stockholders and account of the Company and/or any stockholders of the Other Founding Companies Company (collectivelyother than the Investors) that have exercised demand registration rights, in accordance with the Stockholders and priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other Founding Companies being referred to herein as than the "Founding Stockholders"Investors), and thereafter(ii) second, if a further reduction is requiredthe shares of Common Stock requested to be included in such registration by all other stockholders of the Company who have piggyback registration rights (including, by reducing without limitation, the Investors), pro rata among such other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them requested to be sold included in such registration. (c) In connection with any offering involving an underwriting of shares, the Company shall not be required under Section 5 hereof or otherwise to include the Registrable Shares of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Founding StockholdersCompany.

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 (a) If, at any time following prior to the Funding and Consummation Date, whenever TCI expiration of one year from the Effective Time EDT proposes to register any TCI Stock for of its own or others account equity securities under the 1933 Securities Act for a public offering, on any form other than Form S-8 (ior any similar or successor form then in effect) 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 EDT will in such shares by the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall case give each of the Stockholders prompt written notice (and in any event at least ten (10) business days' prior written notice prior to the filing of such registration statement) to the Stockholder and the Releasors of its intent intention to do so. Such notice to the Stockholder and the Releasors will specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than ten (10) days thereafter by which EDT must receive written indication of whether the Stockholder or any Releasor wishes to include its EDT Stock in such registration statement and advising the Stockholder and each Releasor of its rights under this section. Upon the written request of the Stockholder or any Releasor made on or before the date specified in such notice (which request shall specify the number of shares of EDT Stock intended to be disposed of by the Stockholder or any such Releasor), EDT will, to the extent permitted under subsection (d) below, use its best efforts to cause all such shares of EDT Stock to be registered under the Securities Act (with the securities that EDT at the time proposes to register or, in the case of a registration on Form S-4, on a separate Form S-3), to the extent required to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by the Stockholder or the Releasors of the Stockholders given within 30 days after receipt shares of EDT Stock to be so registered. (b) Notwithstanding anything to the contrary in this section, EDT shall have the right to discontinue any registration under this section at any time prior to the effective date of such noticeregistration. (c) In the case of a registration under subsection (a) above, TCI shall cause if EDT determines to enter into an underwriting agreement in connection therewith, all shares of EDT Stock to be included in such registration shall be subject to such underwriting agreement and no person may participate in such registration unless such person agrees to sell such person's securities on the basis provided in such underwriting agreement and completes and/or executes all questionnaires, indemnities, and other reasonable documents which must be executed under the terms of such underwriting agreement. (d) If EDT's managing underwriter shall advise EDT and the Stockholder and the Releasors in writing that the inclusion in any registration pursuant hereto of some or all of (i) the TCI shares of EDT Stock issued sought to be registered by the Stockholders pursuant Stockholder or the Releasors, and (ii) the securities of EDT sought to this Agreement be registered, creates a substantial risk that the proceeds or price per unit that will be derived from such registration will be reduced or that the number of securities to be registered is too large a number to be reasonably sold, (including any stock issued as i) first, the number of securities of EDT (or issuable upon the conversion or exchange securities of any convertible securityother persons exercising "demand rights") sought to be registered shall be included in such registration, warrantand (ii) next, 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 of EDT Stock and other securities of persons exercising "piggyback rights" shall 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 permitted 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 (if the 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 underwritten) pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed of EDT Stock each requesting person seeks to include in such registration. (e) If a registration hereunder shall be sold in connection with an underwritten public offering, the participating Stockholder or Releasor shall be deemed to have agreed by acquisition of its shares of EDT Stock not to effect any public sale or distribution, including any sale pursuant to Rule 144, of any shares of EDT Stock and to use its best efforts not to effect any such public sale or distribution of any other equity security of EDT or of any security convertible into or exchangeable or exercisable for any equity security of EDT (other than as part of such underwritten public offering) within twenty (20) days before or ninety (90) days after the effective date of such registration statement. In such event, such Stockholder agrees, and each such person) Releasor, as a condition of the rights contemplated by this Section, shall have agreed, if requested, to sign a number deemed satisfactory by such customary market stand-off letter with EDT's managing underwriter, providedand to comply with applicable rules and regulations of the SEC. (f) If and to the extent that the Stockholder or a Releasor sells or otherwise disposes of shares of EDT Stock in any transaction that does not require registration under the Securities Act (other than a transaction exempt under Rule 144), thatthe rights of the Stockholder or such Releasor hereunder with respect to such shares of EDT Stock will be assignable to the transferee of such shares of EDT Stock; PROVIDED, for each HOWEVER, that such offering made transferee agrees in writing to be bound by TCI after all the IPOterms and conditions of this SECTION 4.9. (g) All Registration Expenses incurred in connection with any registration, such reduction qualification or compliance pursuant to this SECTION 4.9 shall be made first borne by reducing EDT. All Selling Expenses incurred in connection with any registrations hereunder shall be borne by the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders holders 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.securities so registered pro rata

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 Nabors at any time following through the Funding and Consummation Date, whenever TCI Termination Date proposes (or if Nabors proposes on more than one occasion) to register any TCI Stock for of its own or others account Equity Securities under the 1933 Securities Act for sale, in a public offering, other than (i) any shelf or other manner which would permit registration of shares Registrable Securities owned by Holder for sale 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 planspublic under the Securities Act, TCI shall it will give each of the Stockholders prompt written notice to Holder of its intent intention to do so. Upon register any of its Equity Securities and, upon the written request of any of the Stockholders Holder given within 30 days after the actual receipt of any such notice, TCI shall Nabors will cause all or any part of any Registrable Securities then owned by Holder to be included in such registration all statement; provided, however, that Nabors may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of such other securities originally proposed to be registered. Notwithstanding anything in the TCI Stock issued foregoing to the Stockholders contrary, (a) if a registration pursuant to this Agreement (including any stock issued as (or issuable upon Section 1.2 involves an underwritten offering, Nabors shall select 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 for the offering of the securities being offered pursuant to and any registration statement under this Section 17.1 that the number of shares additional investment bankers or manager to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting used in connection with the offering, TCI may reduce pro rata and, if the number of shares offered for the accounts of such persons managing underwriter shall advise Nabors in writing (based upon with a copy to Holder) that, in its opinion, the number of shares proposed to be included in such registration is so great as would adversely affect the offering, including the price at which the shares can be sold, then Nabors will include in such registration, the maximum number of securities which Nabors is so advised can be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each in such offering made without the adverse effect allocated as follows: (i) first, securities of Nabors that Nabors proposes to issue and sell for its own account and securities for which it has granted demand registration rights to Persons other than Holder, (ii) second, Registrable Securities owned by TCI after Holder and requested to be registered pursuant to this Section 1.2 and securities of Nabors held by other holders granted similar piggyback or incidental registration rights by Nabors, pro rata among Holder and such other holders on the IPO, such reduction shall be made first by reducing basis of the total number of shares of such securities requested to be sold registered by persons Holder and all such other holders, and (iii) third, all other securities of Nabors proposed to be included in such registration, (b) any such request of Holder for inclusion in a registration involving an underwriter shall also include the agreement of Holder to sell the applicable number of Registrable Securities only through the underwriters and at the price and upon the terms fixed by the agreement among Nabors and the underwriters or brokers for such transaction, 3 (c) Nabors shall not be required to include any Registrable Securities owned by Holder in a registration statement on Form S-4 or S-8 (or any successor form) or a registration statement filed in connection with an exchange offer or other offering of securities solely to the then existing shareholders of Nabors, and (d) the procedures set forth in Section 1.3 (other than TCI, the Stockholders and the stockholders of the Other Founding Companies those set forth in Section 1.3 (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"a), and thereafter(b), if (d) or (e)) shall apply to any registration involving a further reduction is required, by reducing Holder pursuant to the number terms of shares to be sold by the Founding Stockholdersthis Section 1.2.

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 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 In addition to the provisions of Sections 7.1 and 7.3 hereof, the Lender shall have the following "piggyback" registration rights: 7.2.1. If, at any time following commencing after the Funding and Consummation Dateexercise of the Option until the sixth anniversary of such date, whenever TCI the Borrower proposes to register any TCI Stock for of its own or others account equity securities under the 1933 Securities Act for a public offering, (other than (i) any shelf pursuant to Form S-8, S-4 or other comparable registration statement), it will give writtxx xxxxxe, at least 30 days prior to the filing of shares each such registration statement, 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 Lender of its intent intention to do so. Upon If the written request of any of Lender notifies the Stockholders given Borrower within 30 20 days after receipt of any such noticenotice of its desire to include any Shares owned by it (whether issued or issuable under currently exercisable warrants or options) in such proposed registration statement, TCI shall cause the Borrower shall, subject to the provisions set forth below, afford the Lender the opportunity to have any such Shares registered under such registration statement. If such registration is an underwritten registration, and the managing underwriter(s) advise the Borrower in writing that in its opinion the number of securities requested to be included in such registration all of exceeds the TCI Stock issued number which can be sold in such offering without adversely affecting such underwriters' ability 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 effect an orderly distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any securities, the Borrower will give the Lender notice of such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included fact and include in such registration to the extent that inclusion of such shares couldfirst, 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) the Borrower for its own account and for the account of any stockholder of the Borrower entitled to demand registration, and second, any other securities of the Borrower having registration rights, including the Shares owned by the Lender, on a number deemed satisfactory by such managing underwriterpro rata basis. In determining the pro rata basis, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares securities shall include all outstanding Shares and all Shares underlying currently exercisable warrants or options requested to be sold by persons other than TCIincluded in such registration statement. 7.2.2. Notwithstanding the provisions of this Section 7.2, the Stockholders and Borrower shall have the stockholders right at any time after it shall have given written notice pursuant to this Section 7.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the Other Founding Companies (collectively, same after filing but prior to 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 Stockholderseffective date thereof.

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 (a) If, at any time following after the Funding and Consummation Mandatory Registration Termination Date, whenever TCI the Company proposes to register any TCI of its Common Stock for its own or others account under the 1933 Act for Securities Act, whether as a public offering, result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other than securities of the Company (i) but excluding in all cases any shelf registrations to be effected on Forms S-4 or S-8 or other registration of shares applicable successor forms), the Company shall, each such time, give 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 Investors holding Registrable Shares written notice of its intent to do so. Upon the written request of any of the Stockholders such Investor given within 30 20 days after receipt the giving of any such noticenotice by the Company, TCI the Company shall use reasonable efforts to cause to be included in such registration all the Registrable Shares of the TCI Stock issued such Investor, to the Stockholders pursuant extent requested 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, be registered; provided that TCI shall have the right to reduce (1) the number of shares Registrable Shares proposed to be sold by such Investor is equal to at least twenty-five percent (25%) of the total number of Registrable Shares then held by such participating Investor, (ii) such Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register and (iii) if the extent registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising demand registration rights pursuant to any other agreement with the Company in an underwritten offering, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such shares could, Investor’s Registrable Shares (without any reduction 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 for the account of the Company or such party exercising demand registration rights) is greater than likely to materially and adversely affect the number success of the offering or the price that would be received for any shares of Common Stock offered, in which case the rights of such shares which can Investor shall be offered without adversely affecting as provided in Section 4(b) hereof. (b) If a registration pursuant to Section 4(a) hereof involves an underwritten offering and the offeringmanaging underwriter shall advise the Company in writing that, TCI may reduce pro rata in its opinion, the number of shares of Common Stock requested by the Investors to be included in such registration is likely to materially and adversely affect the success of the offering or the price that would be received for any shares of Common Stock offered for in such offering, then, notwithstanding anything in Section 4(a) to the accounts contrary, the Company shall only be required to include in such registration, to the extent of such persons (based upon the number of shares proposed to of Common Stock which the Company is so advised can be sold by each in such personoffering, (i) to a number deemed satisfactory by such managing underwriterfirst, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares of Common Stock proposed to be sold by persons other than TCI, included in such registration for the Stockholders and account of the Company and/or any stockholders of the Other Founding Companies Company (collectivelyother than the Investors) that have exercised demand registration rights, in accordance with the Stockholders and priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other Founding Companies being referred to herein as than the "Founding Stockholders"Investors), and thereafter(ii) second, if a further reduction is requiredthe shares of Common Stock requested to be included in such registration by all other stockholders of the Company who have piggyback registration rights (including, by reducing without limitation, the Investors), pro rata among such other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them requested to be sold included in such registration. (c) In connection with any offering involving an underwriting of shares under this Section 4, the Company shall not be required under this Section 4 or otherwise to include the Registrable Shares of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Founding StockholdersCompany.

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 any time following the Funding and Consummation Date, whenever TCI (a) If MBYI proposes to register make a registered public offering of any TCI Stock of its securities under the Act (other than a registration statement (i) on Form S-4, S-8, or any successor form thereto or (ii) filed in connection xxxx xx offering made solely to employees of the MBYI), whether or not for its own or others account under account, the 1933 Act for a public offeringMBYI shall, other not less than (i) any shelf or other registration of shares 15 days prior 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 proposed filing date of the Stockholders prompt registration statement, give written notice of its intent the proposed registration to do so. Upon each Stockholder and, at the written request of any of a Stockholder delivered to the Stockholders given MBYI within 30 15 days after receipt of such notice, TCI shall cause include in the registration (a "Piggyback Registration"), all MBYI Common Stock as may have been designated in each Stockholder's request. Each Stockholder will be permitted to withdraw all or any of its securities from a registration statement at any time prior to the effective date of such registration statement. (b) Notwithstanding Section 7.15(b) above, if the managing underwriter or underwriters of such offering advise that the total amount of securities proposed to be included in a registration statement by MBYI, the Stockholders, and any other persons having rights to participate in such registration, will adversely affect the success of the offering, the amount of securities to be included therein for the account of all other persons other than MBYI and any persons having registration rights senior to those of the Stockholders will be reduced (to zero if necessary) pro rata in proportion to the number of shares held by each such person to the extent necessary to reduce the total amount of securities to be included in such registration all of the TCI Stock issued offering 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 amount recommended by such managing underwriterunderwriter or underwriters. (c) MBYI shall pay all expenses incurred in connection with all registrations pursuant to Section 7.15 hereof, providedincluding, thatwithout limitation, for each such offering made by TCI after the IPOall registration and filing fees, such reduction shall be made first by reducing the number fees and expenses of shares to be sold by persons compliance with securities or blue sky laws, underwriting discounts, fees and expenses (other than TCIsuch Stockholder's pro rata portion of any underwriting discounts, selling commissions and special counsel fees or more than one counsel for the Stockholders and selling stockholders or 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"equivalent thereof), printing expenses, messenger and thereafterdelivery expenses, if a further reduction is required, and fees and expenses of counsel for MBYI and all independent certified public accountants and other persons retained by reducing the number of shares to be sold by the Founding StockholdersMBYI.

Piggyback Registration Rights. At any time following the Funding and Consummation Date, whenever TCI (a) If TRC proposes to file a Registration Statement in connection with a Public Offering (as defined below) other than a Primary Option Public Offering, TRC will provide written notice thereof to the Stockholders at least sixty (60) days prior to the filing of the Registration Statement. For purposes of this Agreement, "Registration Statement" shall mean a registration statement on the appropriate form in order to register any TCI shares of Common Stock for its own or others account under the 1933 Securities Act for a public offeringof 1933, other as amended ("Securities Act") (otherwise than (i) any shelf or other in connection with the registration of shares of Common Stock issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or in a transaction of the type specified in Rule 145(a) under the Securities Act); "Public Offering" shall mean the offering of shares of Common Stock pursuant to a Registration Statement, including a Registration Statement filed pursuant to Section 7.2 hereof; and "Underwriter" or "Underwriters" shall mean, in the case of a Public Offering under Section 7.1, an underwriter selected by TRC or, in the case of a Public Offering initiated under Section 7.2, an underwriter selected by TRC and the Selling Stockholder, if any, owning the greatest number of shares of Common Stock to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by included in 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 sooffering. Upon At the written request of any of the Stockholders given Stockholder delivered to TRC within 30 fifteen (15) days after the receipt of such noticenotice from TRC, TCI which request 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 state the number of shares included in of Common Stock held by such registration Stockholder that such Stockholder wishes to sell under the Registration Statement (shares of Common Stock held by any Stockholder that are requested to be offered and sold pursuant to this Section 7.1 together with shares of Common Stock that are requested to be offered and sold pursuant to Section 7.2 are herein referred to as "Registration Shares"), TRC agrees, subject to Section 7.1(b), to use its best efforts to cause all of the Registration Shares to be registered under the Securities Act on such Registration Statement to the extent that inclusion of and under the conditions such shares could, in registration is permissible under the written opinion of tax counsel to TCI or its independent auditors, jeopardize Securities Act and the status rules and regulations of the transactions contemplated hereby Securities 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 Exchange Commission (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 StockholdersCommission"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders) thereunder.

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 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 made: (a) first, by reducing the number of shares to be sold by persons and entities other than TCICSI, the Stockholders Principal Stockholder and any stockholder of CSI exercising registration rights granted prior to the stockholders of the Other Founding Companies date hereof; and (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and b) thereafter, if a further reduction is required, by reducing the number of shares to be sold by persons and entities other than CSI and any stockholder of CSI exercising registration rights granted prior to the Founding Stockholdersdate hereof. Notwithstanding the foregoing, the right of the Principal Stockholder to request the registration in any underwritten offering of any shares of CSI Stock pursuant to this Section 14.1 shall be limited to the maximum number of shares which the managing underwriter is recommending that directors of CSI sell in such offering.

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 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 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 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 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 (a) If, at any time following after the Funding and Consummation Mandatory Registration Termination Date, whenever TCI the Company proposes to register any TCI of its Common Stock for its own or others account under the 1933 Act for Securities Act, whether as a public offering, result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other than securities of the Company (i) but excluding in all cases any shelf registrations to be effected on Forms S-4 or S-8 or other registration of shares applicable successor forms), the Company shall, each such time, give 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 Investors holding Registrable Shares written notice of its intent to do so. Upon the written request of any of the Stockholders such Investor given within 30 20 days after receipt the giving of any such noticenotice by the Company, TCI the Company shall use reasonable efforts to cause to be included in such registration all the Registrable Shares of the TCI Stock issued such selling Investor, to the Stockholders pursuant extent requested 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, be registered; provided that TCI shall have the right to reduce (1) the number of shares Registrable Shares proposed to be sold by such selling Investor is equal to at least twenty-five percent (25%) of the total number of Registrable Shares then held by such participating selling Investor, (ii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register and (iii) if the extent registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising demand registration rights pursuant to any other agreement with the Company, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such shares could, selling Investor's Registrable Shares (without any reduction 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 for the account of the Company or such party exercising demand registration rights) is greater than likely to affect materially and adversely the number success of the offering or the price that would be received for any shares of Common Stock offered, in which case the rights of such shares which can selling Investor shall be offered without adversely affecting as provided in SECTION 4(B) hereof. (b) If a registration pursuant to SECTION 4(A) hereof involves an underwritten offering and the offeringmanaging underwriter shall advise the Company in writing that, TCI may reduce pro rata in its opinion, the number of shares of Common Stock requested by the Investors to be included in such registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered for in such offering, then, notwithstanding anything in SECTION 4(A) to the accounts contrary, the Company shall only be required to include in such registration, to the extent of such persons (based upon the number of shares proposed to of Common Stock which the Company is so advised can be sold by each in such personoffering, (i) to a number deemed satisfactory by such managing underwriterfirst, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares of Common Stock proposed to be sold by persons other than TCI, included in such registration for the Stockholders and account of the Company and/or any stockholders of the Other Founding Companies Company (collectivelyother than the Investors) that have exercised demand registration rights, in accordance with the Stockholders and priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other Founding Companies being referred to herein as than the "Founding Stockholders"Investors), and thereafter(ii) second, if a further reduction is requiredthe shares of Common Stock requested to be included in such registration by all other stockholders of the Company who have piggyback registration rights (including, by reducing without limitation, the Investors), pro rata among such other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them requested to be sold included in such registration. (c) In connection with any offering involving an underwriting of shares under this SECTION 4, the Company shall not be required under SECTION 4 hereof or otherwise to include the Registrable Shares of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Founding StockholdersCompany.

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 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 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 VPI shall cause to be included in such registration all of the TCI VPI 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 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 STOCKHOLDER and the stockholders of the Other Founding Companies who receive shares of VPI Stock pursuant to the Other Agreements (collectively, the Stockholders STOCKHOLDER 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 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 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 (a) If, at any time following after the Funding and Consummation Mandatory Registration Termination Date, whenever TCI the Company proposes to register any TCI of its Common Stock for its own or others account under the 1933 Act for Securities Act, whether as a public offering, result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other than securities of the Company (i) but excluding in all cases any shelf registrations to be effected on Forms S-4 or S-8 or other registration of shares applicable successor Forms), the Company shall, each such time, give 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 Investors holding Registrable Shares written notice of its intent to do so. Upon the written request of any of the Stockholders such Investor given within 30 days after receipt the giving of any such noticenotice by the Company, TCI the Company shall use its best efforts to cause to be included in such registration all the Registrable Shares of the TCI Stock issued such selling Investor, to the Stockholders pursuant extent requested 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, be registered; provided that TCI shall have the right to reduce (i) the number of shares Registrable Shares proposed to be sold by such selling Investor is equal to at least seventy-five percent (75%) of the total number of Registrable Shares then held by such participating selling Investor (ii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register, and (iii) if the extent registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising demand registration rights pursuant to any other agreement with the Company, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such shares could, selling Investor's Registrable Shares (without any reduction 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 for the account of the Company or such party exercising demand registration rights) is greater than likely to affect materially and adversely the number success of the offering or the price that would be received for any shares of Common Stock offered, in which case the rights of such shares which can selling Investor shall be offered without adversely affecting as provided in Section 4(b) hereof. (b) If a registration pursuant to Section 4(a) hereof involves an underwritten offering and the offeringmanaging underwriter shall advise the Company in writing that, TCI may reduce pro rata in its opinion, the number of shares of Common Stock requested by the Investors to be included in such registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered for in such offering, then, notwithstanding anything in Section 4(a) to the accounts contrary, the Company shall only be required to include in such registration, to the extent of such persons (based upon the number of shares proposed to of Common Stock which the Company is so advised can be sold by each in such personoffering, (i) to a number deemed satisfactory by such managing underwriterfirst, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares of Common Stock proposed to be sold by persons other than TCI, included in such registration for the Stockholders and account of the Company and/or any stockholders of the Other Founding Companies Company (collectivelyother than the Investors) that have exercised demand registration rights, in accordance with the Stockholders and priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other Founding Companies being referred to herein as than the "Founding Stockholders"Investors), and thereafter(ii) second, if a further reduction is requiredthe shares of Common Stock requested to be included in such registration by all other stockholders of the Company who have piggyback registration rights (including, by reducing without limitation, the Investors), pro rata among such other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them requested to be sold included in such registration. (c) In connection with any offering involving an underwriting of shares, the Company shall not be required under Section 4 hereof or otherwise to include the Registrable Shares of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Founding StockholdersCompany.

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 (a) If, at any time following after the Funding and Consummation Mandatory Registration Termination Date, whenever TCI the Company proposes to register any TCI of its Common Stock for its own or others account under the 1933 Act for Securities Act, whether as a public offering, result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other than securities of the Company (i) but excluding in all cases any shelf registrations to be effected on Forms S-4 or S-8 or other registration of shares applicable successor Forms), the Company shall, each such time, give 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 Investors holding Registrable Shares written notice of its intent to do so. Upon the written request of any of the Stockholders such Investor given within 30 20 days after receipt the giving of any such noticenotice by the Company, TCI the Company shall use reasonable efforts to cause to be included in such registration all the Registrable Shares of the TCI Stock issued such selling Investor, to the Stockholders pursuant extent requested to this Agreement be registered; PROVIDED that (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 asi) 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 Registrable Shares proposed to be sold by such selling Investor is equal to at least seventy-five percent (75%) of the total number of Registrable Shares then held by such participating selling Investor, (ii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register, and (iii) if the extent registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising registration rights pursuant to any other agreement with the Company, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such shares could, selling Investor's Registrable Shares (without any reduction 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 for the account of the Company or such party exercising registration rights) is greater than likely to affect materially and adversely the number success of the offering or the price that would be received for any shares of Common Stock offered, in which case the rights of such shares which can selling Investor shall be offered without adversely affecting as provided in Section 4(b) hereof. (b) If a registration pursuant to Section 4(a) hereof involves an underwritten offering and the offeringmanaging underwriter shall advise the Company in writing that, TCI may reduce pro rata in its opinion, the number of shares of Common Stock requested by the Investors to be included in such registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered for in such offering, then, notwithstanding anything in Section 4(a) to the accounts contrary, the Company shall only be required to include in such registration, to the extent of such persons (based upon the number of shares proposed to of Common Stock which the Company is so advised can be sold by each in such personoffering, (i) to a number deemed satisfactory by such managing underwriterfirst, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares of Common Stock proposed to be sold by persons other than TCI, included in such registration for the Stockholders and account of the Company and/or any stockholders of the Other Founding Companies Company (collectivelyother than the Investors) that have exercised demand registration rights, in accordance with the Stockholders and priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other Founding Companies being referred to herein as than the "Founding Stockholders"Investors), and thereafter(ii) second, if a further reduction is requiredthe shares of Common Stock requested to be included in such registration by all other stockholders of the Company who have piggyback registration rights (including, by reducing without limitation, the Investors), PRO RATA among such other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them requested to be sold included in such registration. (c) In connection with any offering involving an underwriting of shares, the Company shall not be required under Section 4 hereof or otherwise to include the Registrable Shares of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Founding StockholdersCompany.

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 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 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 A. The Optionor will permit any time following the Funding and Consummation Date, whenever TCI proposes option shares subject 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 this Agreement to be used as consideration for acquisitions included, at the request of additional businesses by TCI (including the Optionee in any registration of resales securities of such the Optionor (other than shares of Common Stock pursuant to the Optionor's stock option plan or stock purchase plan) under a registration statement filed by the holders thereof) and (ii) registrations relating Optionor under the Securities Act. The Optionor shall provide written notice to employee stock options or other benefit plans, TCI shall give each the Optionee at least 30 days prior to the filing of any such registration statement sent by registered mail to the address of record of the Stockholders prompt written notice of its intent to do soOptionee. Upon the If Optionee shall deliver a written request of any of to the Stockholders given Optionor within 30 ten (10) business days after receipt the mailing of such notice, TCI setting forth the number of securities which he intends to sell in the public offering (the "Registration Securities"), and requesting inclusion of such Registration Securities therein, the Optionor agrees to include the Registered Securities in such registration statement and related underwriting agreements (if any) or if the Optionor eligible to use Form S-3 permit Optionee to utilize a selling shareholders Registration Statement on Form S-3. Notwithstanding the above, the Optionee may only have option shares subject to this agreement so registered one time. B. The parties hereto agree that if the offering is underwritten, the Registered Securities shall cause be for purposes of the preceding sentence underwritten by the same underwriter or underwriters on terms no less favorable than those applicable to the shares offered by the Optionor or other stockholders pursuant to such registration statement, and agree, at the request of the Optionor or such other stockholders, to join with the Optionor or such other stockholders in executing appropriate underwriting agreements with such underwriter or underwriters and to execute appropriate powers of attorney and custodian agreements in forms acceptable to the underwriter or underwriters, which agreements shall not place any restrictions upon the sale or transfer of the Registered Securities not otherwise placed on all other shareholders whose shares are registered in such registration statement. Optionee agrees that if, in spite of the best efforts of the Optionor (which the Optionor agrees to use), the inclusion of all of the Registered Securities which he may desire to include in any such registration statement shall not be acceptable to the managing underwriter or underwriters of the offering (acting reasonably and in good faith), some or all of his Registered Securities may be excluded or withdrawn from such registration statement in accordance with the following provision: Optionee shall have the right to include in such registration statement such number (but only such number) of shares, as applicable, as shall bear the same relationship to the total number of Units, Warrants, or shares, as applicable, which the managing underwriter or underwriters will permit to be included in such registration statement by all holders of the TCI Stock issued securities who wish 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 register securities in such registration statement. C. Optionor shall pay all expenses associated with filing and causing 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 become effective any registration statement under this Section 17.1 that and with maintaining its effectiveness excepting only (i) the number underwriting discounts and commissions incurred directly on the sale of any of Optionee's Registered Securities included therein, and (ii) legal expense individually incurred by Optionee, said discounts, commissions and legal expenses with respect to the sale of Optionee's shares to be sold borne 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 StockholdersOptionee.

Piggyback Registration Rights. At In addition to the provisions of Sections 8.1 and 8.3 hereof, the Lender shall have the following "piggyback" registration rights: 8.2.1. If, at any time following commencing after the Funding and Consummation Dateexercise of the Option until the sixth anniversary of such date, whenever TCI the Borrower proposes to register any TCI Stock for of its own or others account equity securities under the 1933 Securities Act for a public offering, (other than (i) any shelf pursuant to Form S-8, S-4 or other comparable registration statement), it will give written xxxxxx, at least 30 days prior to the filing of shares each such registration statement, 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 Lender of its intent intention to do so. Upon If the written request of any of Lender notifies the Stockholders given Borrower within 30 20 days after receipt of any such noticenotice of its desire to include any Shares owned by it (whether issued or issuable under currently exercisable warrants or options) in such proposed registration statement, TCI shall cause the Borrower shall, subject to the provisions set forth below, afford the Lender the opportunity to have any such Shares registered under such registration statement. If such registration is an underwritten registration, and the managing underwriter(s) advise the Borrower in writing that in its opinion the number of securities requested to be included in such registration all of exceeds the TCI Stock issued number which can be sold in such offering without adversely affecting such underwriters' ability 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 effect an orderly distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any securities, the Borrower will give the Lender notice of such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included fact and include in such registration to the extent that inclusion of such shares couldFIRST, 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) the Borrower for its own account and for the account of any stockholder of the Borrower entitled to demand registration, and SECOND, any other securities of the Borrower having registration rights, including the Shares owned by the Lender, on a number deemed satisfactory by such managing underwriterpro rata basis. In determining the pro rata basis, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares securities shall include all outstanding Shares and all Shares underlying currently exercisable warrants or options requested to be sold by persons other than TCIincluded in such registration statement. 8.2.2. Notwithstanding the provisions of this Section 8.2, the Stockholders and Borrower shall have the stockholders right at any time after it shall have given written notice pursuant to this Section 8.2 (irrespective of whether a written request for inclusion of any such securities shall have been made) to elect not to file any such proposed registration statement, or to withdraw the Other Founding Companies (collectively, same after filing but prior to 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 Stockholderseffective date thereof.

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 any time following (a) During the Funding period commencing on the first anniversary of the Closing Date and Consummation ending on the second anniversary of the Closing Date, whenever TCI unless the Purchase Price Shares are then saleable without limitation as to volume under Rule 144 or otherwise covered by an effective registration statement, if the Buyer proposes to register any TCI Stock file for its own or others account a registration statement under the 1933 Securities Act for a public offering, on any form (other than (ia Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Buyer pursuant to any employee benefit plan, respectively) any shelf or other registration for the issuance and sale by the Buyer of shares of Buyer Common Stock (excluding the issuance and sale of debt securities that are convertible into Buyer Common Stock), the Buyer will give written notice to all holders of Purchase Price Shares at least 10 days before the initial filing with the SEC of such registration statement, which notice shall set forth the intended method of disposition of the securities proposed to be used registered by the Buyer; PROVIDED, that no notice need be given if the Buyer is not, under Section 5.2(b), required to include Purchase Price Shares in the registration statement that the Buyer intends to file. The notice shall offer to include in such filing the aggregate number of Purchase Price Shares as consideration for acquisitions the Stockholders receiving such notice may request. (b) Each Stockholder whose shares are not then saleable without limitation as to volume under Rule 144 or otherwise covered by an effective registration statement and who desires to have Purchase Price Shares registered under this Section 5.2 shall advise the Buyer in writing within 10 days after the date of additional businesses by TCI (including any registration of resales receipt of such shares by offer from the holders thereof) Buyer, setting forth the amount of such Purchase Price Shares for which registration is requested. The Buyer shall thereupon include in such filing the number of Purchase Price Shares for which registration is so requested, subject to the next sentence, and (ii) registrations relating shall use its best efforts to employee stock options effect registration under the Securities Act of such shares. If the managing underwriter of a proposed public offering shall advise the Buyer that, in its opinion, the distribution of all 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 Purchase Price Shares requested to be included in such the registration all of concurrently with the TCI Stock issued to securities being registered by the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon Buyer would adversely affect 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 requestssecurities by the Buyer, provided that TCI shall have the right to reduce then the number of shares Purchase Price Shares included in therein shall be reduced to 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 additionamount, if TCI is advised in writing in good faith by any any, that the 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 believes may be sold by persons other than TCI is greater than the number of without causing 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 adverse effect (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 any such reduction shall be made first by reducing the number of effected on a pro rata basis with any other shares requested to be sold included therein by persons 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 entitled to herein as the "Founding Stockholders"include shares therein), 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 (a) During the Funding period commencing on the first anniversary of the Closing Date and Consummation ending on the second anniversary of the Closing Date, whenever TCI unless the Purchase Price Shares are then saleable without limitation as to volume under Rule 144 or otherwise covered by an effective registration statement, if the Buyer proposes to register any TCI Stock file for its own or others account a registration statement under the 1933 Securities Act for a public offering, on any form (other than (ia Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Buyer pursuant to any employee benefit plan, respectively) any shelf or other registration for the issuance and sale by the Buyer of shares of Buyer Common Stock (excluding the issuance and sale of debt securities that are convertible into Buyer Common Stock), the Buyer will give written notice to all holders of Purchase Price Shares at least 10 days before the initial filing with the SEC of such registration statement, which notice shall set forth the intended method of disposition of the securities proposed to be used registered by the Buyer; PROVIDED, that no notice need be given if the Buyer is not, under Section 8.2(b), required to include Purchase Price Shares in the registration statement that the Buyer intends to file. The notice shall offer to include in such filing the aggregate number of Purchase Price Shares as consideration for acquisitions the Stockholders receiving such notice may request. (b) Each Stockholder whose shares are not then saleable without limitation as to volume under Rule 144 or otherwise covered by an effective registration statement and who desires to have Purchase Price Shares registered under this Section 8.2 shall advise the Buyer in writing within 10 days after the date of additional businesses by TCI (including any registration of resales receipt of such shares by offer from the holders thereof) Buyer, setting forth the amount of such Purchase Price Shares for which registration is requested. The Buyer shall thereupon include in such filing the number of Purchase Price Shares for which registration is so requested, subject to the next sentence, and (ii) registrations relating shall use its best efforts to employee stock options effect registration under the Securities Act of such shares. If the managing underwriter of a proposed public offering shall advise the Buyer that, in its opinion, the distribution of all 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 Purchase Price Shares requested to be included in such the registration all of concurrently with the TCI Stock issued to securities being registered by the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon Buyer would adversely affect 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 requestssecurities by the Buyer, provided that TCI shall have the right to reduce then the number of shares Purchase Price Shares included in therein shall be reduced to 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 additionamount, if TCI is advised in writing in good faith by any any, that the 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 believes may be sold by persons other than TCI is greater than the number of without causing 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 adverse effect (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 any such reduction shall be made first by reducing the number of effected on a pro rata basis with any other shares requested to be sold included therein by persons any other than TCIstockholders, the Stockholders and the stockholders of the Other Founding Companies (collectivelyexcluding Sapient, the Stockholders and the stockholders of the other Founding Companies being referred entitled to herein as the "Founding Stockholders"include shares therein), 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 IVT at any time following the Funding and Consummation Date, whenever TCI proposes to register any TCI Stock for file on 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 behalf and/or on behalf of any of its stockholders a registration statement under the Stockholders given Securities Act on any registration form (other than pursuant to an Exempt Offering) for any class that is the same or substantially similar to the Registrable Shares, it will give written notice to each Member, setting forth the terms of the proposed offering and such other information as Member may reasonably request, at least 21 days before the initial filing with the SEC of such registration statement, and offer to include in such filing all or any portion of such Registrable Shares as each such Member may request. If any Member desires to have all or any portion of the Registrable Shares registered under this SECTION 2, each Member shall advise IVT in writing within 30 15 days after the date of receipt of such noticeoffer from IVT, TCI setting forth the amount of such Registrable Shares for which registration is requested. IVT shall cause thereupon include in such registration statement the amount of the Registrable Shares for which registration is so requested, and shall use its best efforts to effect registration under the Securities Act of such Registrable Shares. (b) Notwithstanding the foregoing, if in the reasonable opinion of the managing underwriter (or financial advisor of IVT if not an underwritten public offering) the success of the offering would be adversely affected by inclusion of the Registrable Shares requested to be included, then the amount of securities to be offered by the Bank Group shall be reduced (pro rata among the applicable Members) to the extent necessary to reduce the total amount of securities to be included in such registration all of the TCI Stock issued offering to the Stockholders pursuant to this Agreement (including any stock issued as amount recommended by such managing underwriter (or issuable upon the conversion or exchange of any convertible securityfinancial advisor); PROVIDED, 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 are 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 other persons or entities as well as IVT, then with respect to the Registrable Shares, the proportion by which the amount of the Registrable Shares is reduced shall not exceed the proportion by which the amount of such persons (based upon the number class of shares proposed securities intended to be sold by each such person) to a number deemed satisfactory offered 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 other persons or entities (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 IVT) is required, by reducing the number of shares to be sold by the Founding Stockholdersreduced.

Piggyback Registration Rights. At (a) If, at any time following after the Funding and Consummation Mandatory Registration Termination Date, whenever TCI the Company proposes to register any TCI of its Common Stock for its own or others account under the 1933 Act for Securities Act, whether as a public offering, result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other than securities of the Company (i) but excluding in all cases any shelf registrations to be effected on Forms S-4 or S-8 or other registration of shares applicable successor forms), the Company shall, each such time, give 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 Investors holding Registrable Shares written notice of its intent to do so. Upon the written request of any of the Stockholders such Investor given within 30 20 days after receipt the giving of any such noticenotice by the Company, TCI the Company shall use reasonable efforts to cause to be included in such registration all the Registrable Shares of the TCI Stock issued such Investor, to the Stockholders pursuant extent requested 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, be registered; provided that TCI shall have the right to reduce (1) the number of shares Registrable Shares proposed to be sold by such Investor is equal to at least twenty-five percent (25%) of the total number of Registrable Shares then held by such participating Investor, (ii) such Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register and (iii) if the extent registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising demand registration rights pursuant to any other agreement with the Company in an underwritten offering, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such shares could, Investor's Registrable Shares (without any reduction 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 for the account of the Company or such party exercising demand registration rights) is greater than likely to materially and adversely affect the number success of the offering or the price that would be received for any shares of Common Stock offered, in which case the rights of such shares which can Investor shall be offered without adversely affecting as provided in Section 4(b) hereof. (b) If a registration pursuant to Section 4(a) hereof involves an underwritten offering and the offeringmanaging underwriter shall advise the Company in writing that, TCI may reduce pro rata in its opinion, the number of shares of Common Stock requested by the Investors to be included in such registration is likely to materially and adversely affect the success of the offering or the price that would be received for any shares of Common Stock offered for in such offering, then, notwithstanding anything in Section 4(a) to the accounts contrary, the Company shall only be required to include in such registration, to the extent of such persons (based upon the number of shares proposed to of Common Stock which the Company is so advised can be sold by each in such personoffering, (i) to a number deemed satisfactory by such managing underwriterfirst, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares of Common Stock proposed to be sold by persons other than TCI, included in such registration for the Stockholders and account of the Company and/or any stockholders of the Other Founding Companies Company (collectivelyother than the Investors) that have exercised demand registration rights, in accordance with the Stockholders and priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other Founding Companies being referred to herein as than the "Founding Stockholders"Investors), and thereafter(ii) second, if a further reduction is requiredthe shares of Common Stock requested to be included in such registration by all other stockholders of the Company who have piggyback registration rights (including, by reducing without limitation, the Investors), pro rata among such other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them requested to be sold included in such registration. (c) In connection with any offering involving an underwriting of shares under this Section 4, the Company shall not be required under this Section 4 or otherwise to include the Registrable Shares of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Founding StockholdersCompany.

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 (a) If, at any time following after the Funding and Consummation Mandatory Registration Termination Date, whenever TCI the Company proposes to register any TCI of its Common Stock for its own or others account under the 1933 Act for Securities Act, whether as a public offering, result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other than securities of the Company (i) but excluding in all cases any shelf registrations to be effected on Forms S-4 or S-8 or other registration of shares applicable successor Forms), the Company shall, each such time, give 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 Investors holding Registrable Shares written notice of its intent to do so. Upon the written request of any of the Stockholders such Investor given within 30 20 days after receipt the giving of any such noticenotice by the Company, TCI the Company shall use reasonable efforts to cause to be included in such registration all the Registrable Shares of the TCI Stock issued such selling Investor, to the Stockholders pursuant extent requested 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, be registered; provided that TCI shall have the right to reduce (i) the number of shares Registrable Shares proposed to be sold by such selling Investor is equal to at least seventy-five percent (75%) of the total number of Registrable Shares then held by such participating selling Investor, (ii) such selling Investor agrees to sell those of its Registrable Shares to be included in such registration in the same manner and on the same terms and conditions as the other shares of Common Stock which the Company proposes to register, and (iii) if the extent registration is to include shares of Common Stock to be sold for the account of the Company or any party exercising demand registration rights pursuant to any other agreement with the Company, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of such shares could, selling Investor's Registrable Shares (without any reduction 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 for the account of the Company or such party exercising demand registration rights) is greater than likely to affect materially and adversely the number success of the offering or the price that would be received for any shares of Common Stock offered, in which case the rights of such shares which can selling Investor shall be offered without adversely affecting as provided in Section 4(b) hereof. (b) If a registration pursuant to Section 5(a) hereof involves an underwritten offering and the offeringmanaging underwriter shall advise the Company in writing that, TCI may reduce pro rata in its opinion, the number of shares of Common Stock requested by the Investors to be included in such registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered for in such offering, then, notwithstanding anything in Section 5(a) to the accounts of contrary, the Company shall be required to include in such persons (based upon registration only the number of shares proposed to of Common Stock which the Company is so advised can be sold by each in such personoffering, (i) to a number deemed satisfactory by such managing underwriterfirst, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares of Common Stock proposed to be sold by persons other than TCI, included in such registration for the Stockholders and account of the Company and/or any stockholders of the Other Founding Companies Company (collectivelyother than the Investors) that have exercised demand registration rights, in accordance with the Stockholders and priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other Founding Companies being referred to herein as than the "Founding Stockholders"Investors), and thereafter(ii) second, if a further reduction is requiredthe shares of Common Stock requested to be included in such registration by all other stockholders of the Company who have piggyback registration rights (including, by reducing without limitation, the Investors), pro rata among such other stockholders (including, without limitation, the Investors) on the basis of the number of shares of Common Stock that each of them requested to be sold included in such registration. (c) In connection with any offering involving an underwriting of shares, the Company shall not be required under Section 5 hereof or otherwise to include the Registrable Shares of any Investor therein unless such Investor accepts and agrees to the terms of the underwriting, which shall be reasonable and customary, as agreed upon between the Company and the underwriters selected by the Founding StockholdersCompany.

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 (a) If, at any time following prior to the Funding and Consummation Mandatory Registration Termination Date, whenever TCI the Company proposes to register any TCI of its Common Stock for its own or others account under the 1933 Act for Securities Act, whether as a public offering, result of a primary or secondary offering of Common Stock or pursuant to registration rights granted to holders of other than securities of the Company (i) but excluding in all cases any shelf registrations to be effected on Forms S-4 or S-8 or other registration of shares applicable successor forms), the Company shall, each such time, give 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 Investor holding Registrable Shares written notice of its intent to do so. Upon the written request of any of the Stockholders Investor given within 30 ten (10) days after receipt of such notice, TCI the Company shall use its commercially reasonable efforts to cause to be included in such registration all the Registrable Shares of the TCI Stock issued Investor, to the Stockholders pursuant extent requested 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, be registered; provided that TCI shall have the right (i) Investor agrees to reduce the number sell those of shares its Registrable Shares to be included in such registration to the extent that inclusion of such shares could, in the written opinion same manner and on the same terms and conditions as the other shares of tax counsel Common Stock which the Company proposes to TCI or its independent auditors, jeopardize register and (ii) if the status registration is to include shares of Common Stock to be sold for the account 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 Company or any managing underwriter of an underwritten offering of the securities being offered party exercising demand registration rights pursuant to any registration statement under this Section 17.1 other agreement with the Company, the proposed managing underwriter does not advise the Company that in its opinion the inclusion of Investor's Registrable Shares (without any reduction in the number of shares to be sold by persons other than TCI for the account of the Company or such party exercising demand registration rights) is greater than likely to affect materially and adversely the number success of such the offering or the price that would be received for any shares of Common Stock offered, in which can case the rights of Investor shall be offered without adversely affecting as provided in Section 4(b) hereof. (b) If a registration pursuant to Section 4(a) hereof involves an underwritten offering and the offeringmanaging underwriter shall advise the Company in writing that, TCI may reduce pro rata in its opinion, the number of shares of Common Stock requested by the Investor to be included in such registration is likely to affect materially and adversely the success of the offering or the price that would be received for any shares of Common Stock offered for in such offering, then, notwithstanding anything in Section 4(a) to the accounts of contrary, the Company shall be required to include in such persons (based upon registration only the number of shares proposed to of Common Stock which the Company is so advised can be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each in such offering made by TCI after the IPOas follows: (i) first, such reduction shall be made first by reducing the number of shares of Common Stock proposed to be sold by persons other than TCI, included in such registration for the Stockholders and account of the Company and/or any stockholders of the Other Founding Companies Company (collectivelyother than the Investor) that have exercised demand registration rights, in accordance with the Stockholders and priorities, if any, then existing among the Company and/or such stockholders of the Company with registration rights (other Founding Companies being referred to herein as than the "Founding Stockholders"Investor), and thereafter(ii) second, if a further reduction is requiredthe shares of Common Stock requested to be included in such registration by all other stockholders of the Company who have piggyback registration rights (including, by reducing without limitation, the Investor), pro rata among such other stockholders (including, without limitation, the Investor) on the basis of the number of shares of Common Stock that each requested to include in such registration. (c) In connection with any registration triggering piggyback rights hereunder, the Company shall not be sold by required under Section 4 hereof or otherwise to include the Founding StockholdersRegistrable Shares of Investor unless Investor accepts and agrees to the terms of such registration.

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.