Common use of Required Registrations Clause in Contracts

Required Registrations. (a) If, at any time after the date hereof, one or more Major Investor(s) that is a holder of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at any time after the earlier of (i) January 2, 2001 and (ii) the consummation of a Public Offering, provided that the Company is entitled to file a registration statement on a Short-Form Registration Statement, any holder(s) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have an aggregate offering price of at least $1,000,000 (the "Short-Form Initiating Holders"), then such holder(s) of Registrable Stock may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares. (d) Upon receipt of the request of the Long-Form Initiating Holders pursuant to Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c), the Company shall give prompt written notice thereof to all other holders of Registrable Stock. Subject to the provisions of Section 2.2, the Company shall, subject to the terms of this Agreement, use its best efforts to effect the registration under the Applicable Securities Laws of all shares of Registrable Stock specified in the requests of the Long-Form Initiating Holders or the Short-Form Initiating Holders, as the case may be, and the requests (stating (i) the number of shares of Registrable Stock to be disposed of, and (ii) the intended method of disposition of such shares) of other holders of shares of Registrable Stock, as applicable ("Requesting Holders") given within 30 days after receipt of such notice from the Company.

Required Registrations. (a) If, at any time after the date hereof, one or more Major Investor(s) that is a holder of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at At any time after the earlier of (i) January 2August 19, 2001 and 2006 or (ii) six calendar months following the consummation closing of the Company’s first underwritten public offering of Common Shares pursuant to a Public OfferingRegistration Statement, provided Series B Investors holding in the aggregate at least 40% of the Registrable Shares held by the Series B Investors may request, in writing, that the Company is entitled to file a registration statement on a Short-Form Registration Statement, any holder(s) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have Shares owned by such Series B Investors having an aggregate offering price of at least $1,000,000 3,000,000 (based on the "Short-market price or fair value at the time of such request). If the Series B Investors initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. (b) The Company shall not be required to effect more than two registrations pursuant to paragraph (a) above; provided, however, that such obligation shall be deemed satisfied only when a Registration Statement covering the applicable Registrable Shares shall have become effective, and then only if such Registration Statement shall not have been withdrawn at the request of the Holders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Holders after the date on which such registration was requested). (c) At any time after the Company becomes eligible to file a Registration Statement on Form Initiating Holders"S-3 (or any successor form relating to secondary offerings), then Series B Investors holding in the aggregate at least 20% of the Registrable Shares held by the Series B Investors, or, on or after the three-year anniversary of the Company’s initial public offering, Series A Investors holding an aggregate of at least 20% of the Registrable Shares held by the Series A Investors, may request, in writing, that the Company effect the registration on Form S-3 (or such holder(ssuccessor form) of Registrable Stock may request Shares having an aggregate offering price (based on the then current public market price) of at least $1,000,000, provided, however, that in no event shall the Company be required to file more than two Registration Statements for the Holders pursuant to this Section 1(c) in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition of such sharesany 12-month period. (d) Upon receipt of the any request of the Long-Form Initiating Holders for registration pursuant to this Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c)1, the Company shall promptly give prompt written notice thereof of such proposed registration to all other holders of Registrable StockShareholders. Subject Such Shareholders shall have the right, by giving written notice to the provisions Company within 15 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Shareholders may request in such notice of election, subject in the case of an underwritten offering to Section 2.21(e) below). Thereupon, the Company shall, subject to the terms of this Agreementas expeditiously as possible, use its reasonable best efforts to effect the registration under the Applicable Securities Laws on an appropriate registration form of all shares of Registrable Stock specified Shares which the Company has been requested to so register; provided, however, that in the requests case of a registration requested under Section 1(c) of this Article IV, the Long-Company will only be obligated to effect such registration on Form Initiating S-3 (or any successor form). (e) If the Holders or initiating a registration pursuant to this Section 1 (the Short-Form “Initiating Holders”) intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 1(a) or (b), as the case may be, and the requests Company shall include such information in its written notice referred to in Section 1(d). The right of any other Shareholder to include its Registrable Shares in such registration pursuant to Section 1(a) or (stating b), as the case may be, shall be conditioned upon such other Shareholder’s participation in such underwriting on the terms set forth herein. If the managing underwriter determines that the inclusion of all of the Registrable Shares requested to be registered under Section 1(a) or (b), as the case may be, would adversely affect the marketing of such Registrable Shares, then (i) Registrable Securities held by the Prior Investors shall first be cut back, with each requesting Prior Investor being cut back in the proportion, as nearly as practicable, that the number of shares Registrable Shares held by such Prior Investor bears to the number of Registrable Stock to be disposed ofShares held by all of the requesting Prior Investors, and (ii) if further reduction in the intended method number of disposition Registrable Shares is requested by the managing underwriter thereafter, each requesting Holder shall be cut back in the proportion, as nearly as practicable, that the number of Registrable Shares held by such Holder bears to the number of Registrable Shares held by all of the requesting Holders; provided, however, that, in any offering other than the Company’s initial public offering, no fewer than 20% of the Registrable Shares initially proposed to be so registered by the requesting Holders shall be included in such registration and underwriting. The Company shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 1(a) or (b), subject to the approval of the Initiating Holder, which approval shall not unreasonably be withheld, conditioned or delayed, provided that, in any offering other than the Company’s initial public offering, such managing underwriter was an underwriter in the Company’s initial public offering or has been selected by the Board of Directors. (f) If at the time of any request to register Registrable Shares pursuant to this Section 1, the Company is engaged or has plans to engage within 90 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the effective date of such shares) offering or the date of commencement of such other holders of shares of Registrable Stockmaterial activity, as applicable ("Requesting Holders") given within 30 days after receipt of the case may be, such notice from right to delay a request to be exercised by the CompanyCompany not more than once in any 12-month period.

Required Registrations. (a) If, at At any time following 180 days after the date hereofclosing of the Initial Public Offering, one a Stockholder or more Major Investor(s) Stockholders may request, in writing, that is a holder of L-3 Registrable Stock proposes to the Company effect the registration of on Form S-1 or Form S-2 (or any shares successor form) of Registrable Stock, pursuant to a Long-Form Registration Statement, Shares owned by such Stockholder or Stockholders having an aggregate value of at least $10,000,000 (based on the then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstandingcurrent public market price). (b) If, at At any time after the earlier Company becomes eligible to occur of file a Registration Statement on Form S-3 (i) or any successor form relating to secondary offerings), a Stockholder or Stockholders may request, in writing, that the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to Company effect the registration of any shares on Form S-3 (or such successor form), of Registrable Stock, pursuant to a Long-Form Registration Statement, Shares having an aggregate value of at least $2,500,000 (based on the then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstandingcurrent public market price). (c) If at any time after the earlier of (i) January 2, 2001 and (ii) the consummation of a Public Offering, provided that the Company is entitled to file a registration statement on a Short-Form Registration Statement, any holder(s) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have an aggregate offering price of at least $1,000,000 (the "Short-Form Initiating Holders"), then such holder(s) of Registrable Stock may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares. (d) Upon receipt of the any request of the Long-Form Initiating Holders for registration pursuant to this Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c)2.1, the Company shall promptly give prompt written notice thereof of such proposed registration to all other holders of Registrable StockStockholders. Subject Such Stockholders shall have the right, by giving written notice to the provisions Company within 15 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.22.1(d) below. Thereupon, the Company shall, subject to the terms of this Agreementas expeditiously as possible, use its best efforts to effect the registration under the Applicable Securities Laws on an appropriate registration form of all shares of Registrable Stock specified Shares which the Company has been requested to so register (provided, however, that in the requests -------- ------- case of a registration requested under Section 2.1(b), the Long-Company will only be obligated to effect such registration on Form S-3 (or any successor form)). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) or the Short-Form Initiating Holders(b), as the case may be, and the requests Company shall include such information in its written notice referred to in Section 2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (stating b), as the case may be, shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the managing underwriter determines that the marketing factors require a limitation of the number of shares to be underwritten, the number of Registrable Shares to be included in a Registration Statement filed pursuant to this Section 2.1 shall be reduced pro rata among the requesting Stockholders based on the quotient of (i) the number of shares of total Registrable Stock Shares to be disposed ofincluded in the Registration Statement, and divided by (ii) the intended method total number of disposition Registrable Shares that requested registration. (e) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld. (f) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a) or more than five registrations pursuant to Section 2.1(b). In addition, the Company shall not be required to effect any registration within 90 days after the effective date of any other Registration Statement of the Company relating to an underwritten offering. For purposes of this Section 2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission, unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4. (g) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration or if financial statements required for the requested registration are not then available, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such shares) of other holders of shares of Registrable Stockrequest, as applicable ("Requesting Holders") given within 30 days after receipt of such notice from right to delay a request to be exercised by the CompanyCompany not more than once in any 12-month period.

Required Registrations. (a) If, at any time after the date hereof, one or more Major Investor(s) that is a holder of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at At any time after the earlier of (i) January 2, 2001 and five years after the date hereof or (ii) six months after the consummation closing of a the Initial Public Offering, provided a Purchaser or Purchasers holding in the aggregate a majority of the Registrable Shares then outstanding may request, in writing, that the Company is entitled to file a effect the registration statement on a Short-Form Registration Statement, S-1 (or any holder(ssuccessor form) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have Shares owned by such Purchaser or Purchasers having an aggregate offering price value of at least $1,000,000 5,000,000 (based on the "Short-Form Initiating Holders"), then such holder(s) of Registrable Stock may request market price or fair value on the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition date of such sharesrequest). (db) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Purchaser or Purchasers holding in the aggregate at least 25% of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate value of at least $5,000,000 (based on the public market price on the date of such request). (c) Upon receipt of the any request of the Long-Form Initiating Holders for registration pursuant to this Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c)2, the Company shall promptly give prompt written notice thereof of such proposed registration to all other holders of Registrable StockPurchasers. Subject Such Purchasers shall have the right, by giving written notice to the provisions Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Purchasers may request in such notice of election, subject in the case of an underwritten offering to the terms of Section 2.22.1(d). Thereupon, the Company shall, subject to the terms of this Agreementas expeditiously as possible, use its best efforts to effect the registration under the Applicable Securities Laws on an appropriate registration form of all shares of Registrable Stock specified Shares which the Company has been requested to so register; provided, however, that in the requests case of a registration requested under Section 2.1(b), the Long-Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) or the Short-Form Initiating Holders(b), as the case may be, and the requests (stating Company shall include such information in its written notice referred to in Section 2.1(c). In such event, (i) the number right of shares of any other Purchaser to include its Registrable Stock Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be disposed ofconditioned upon such other Purchaser’s participation in such underwriting on the terms set forth herein, and (ii) all Purchasers including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the intended method underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of disposition the Purchasers materially greater than the obligations of the Purchasers pursuant to Section 2.5. The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Purchaser who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Purchaser may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1 or if Other Holders request such inclusion, the Company may include the securities of such shares) of other holders officers, directors and Other Holders in such registration and underwriting on the terms set forth herein applicable to the Purchasers. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the shares held by officers or directors of the Company and by Other Holders (other than Registrable Shares) shall be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and if a further reduction of the number of shares is required, the number of shares that may be included in such Registration Statement and underwriting shall be allocated among all Purchasers requesting registration in proportion, as nearly as practicable, to the respective number of Registrable StockShares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as applicable the case may be. If any such stockholder would thus be entitled to include more shares than such stockholder requested to be registered, the excess shall be allocated among other participating stockholders pro rata in the manner described in the preceding sentence. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. ("Requesting Holders"e) given The Company shall not be required to effect more than (i) two registrations pursuant to Section 2.1(a) or (ii) in any 12-month period, two registrations pursuant to Section 2.1(b). In addition, the Company shall not be required to effect any registration within six months after the effective date of the Registration Statement relating to the Initial Public Offering. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Purchasers after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For purposes of this Section 2.1(e), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, less than 50% of the total number of Registrable Shares that Purchasers have requested to be included in such Registration Statement are so included. (f) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 30 days after receipt from the date of such notice from request, such right to delay a request to be exercised by the CompanyCompany not more than twice in any 12-month period.

Required Registrations. (a) If, at any time after the date hereof, one or more Major Investor(s) that is a holder of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at At any time after the earlier of (i) January 2, 2001 and four years after the date of this Agreement or (ii) six months after the consummation closing of a the Initial Public Offering, provided each New Investor that is a Major Holder or any Stockholder or Stockholders holding in the aggregate as least 30% of the Registrable Shares then outstanding, may request, in writing, that the Company effect the registration on Form S-1 (or any successor form) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate value of at least $25,000,000 (based on the market price or fair value on the date of such request). (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings and allowing for incorporation by reference of reports filed under the Exchange Act), which, to the extent applicable, will become automatically effective upon filing, a Stockholder or Stockholders (excluding the Founders) may request, in writing, that the Company file the registration statement on Form S-3 (or such successor form), of Registrable Shares held by such Stockholder or Stockholders having an aggregate value of at least $5,000,000 (based on the public market price on the date of such request) and the Company shall use its commercially reasonable efforts to file a Form S-3 registration statement under the Securities Act covering all Registrable Shares requested to be included in such registration as soon as practicable, and in any event within thirty (30) days after the date such request is made to the Company in writing, provided, however, that in the event that the Company is entitled required to file a update any of its disclosure pursuant to the Exchange Act, such thirty (30) day filing deadline shall be extended to the time at which such updated disclosure is required to be filed. (c) Upon receipt of any request for registration statement on a Short-Form Registration Statementpursuant to this Section 2, any holder(s) the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 15 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Stock proposes Shares as such Stockholders may request in such notice of election, subject, in the case of an underwritten offering, to the terms of Section 2.1(d). Thereupon, the Company shall, as expeditiously as possible, use its commercially reasonable efforts to effect the registration ofon an appropriate registration form of all the Registrable Shares which the Company has been requested to so register; provided, pursuant to however, that in the case of a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have an aggregate offering price of at least $1,000,000 (the "Short-Form Initiating Holders"registration requested under Section 2.1(b), then such holder(s) of Registrable Stock may request the Company in writing will only be obligated to effect such registration under file a Form S-3 (or any successor form as aforesaid), which, to the Applicable Securities Lawsextent applicable, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shareswill become automatically effective upon filing. (d) Upon receipt If the Initiating Stockholders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request of the Long-Form Initiating Holders made pursuant to Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c(b), the Company shall give prompt written notice thereof to all other holders of Registrable Stock. Subject to the provisions of Section 2.2, the Company shall, subject to the terms of this Agreement, use its best efforts to effect the registration under the Applicable Securities Laws of all shares of Registrable Stock specified in the requests of the Long-Form Initiating Holders or the Short-Form Initiating Holders, as the case may be, and the requests Company shall include such information in its written notice referred to in Section 2.1(c). The right of any other Stockholder to include such Stockholder’s Registrable Shares in such registration pursuant to Section 2.1(a) or (stating b), as the case may be, shall be conditioned upon such other Stockholder’s participation in such underwriting on the terms set forth herein. If the Company desires that any officer or director of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1 or if Other Holders request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (itogether with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including customary indemnification and contribution provisions on the part of the Company) with the managing underwriter. Notwithstanding any other provision of this Section 2.1(d), if the managing underwriter advises the Company that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company held by officers or directors of the Company (other than Registrable Shares) and the securities held by Other Holders (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all holders of Registrable Stock Shares requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Stockholders pursuant to Section 2.1(a) or (b), as the case may be. If any such stockholder would thus be entitled to include more shares than such stockholder requested to be disposed ofregistered, the excess shall be allocated among other participating stockholders pro rata in the manner described in the preceding sentence. If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (iie) The Company shall not be required to effect more than three registrations pursuant to Section 2.1(a). In addition, the intended method Company shall not be required to effect any registration within six months after the effective date of disposition the Registration Statement relating to the Initial Public Offering. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission, unless the Initiating Stockholders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company that is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4. (f) If at the time of any request to register Registrable Shares by an Initiating Stockholder pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 120 days (or 180 days in connection with the Company’s Initial Public Offering) from the date of such sharesrequest, such right to delay a request to be exercised by the Company not more than twice in any 12-month period. (g) Notwithstanding the foregoing, the Company shall not be required, pursuant to this Section 2.1, to include any Registrable Shares in a Registration Statement if such Registrable Shares can then be sold pursuant to Rule 144(b)(1) under the Securities Act or any successor rule or regulation of other holders of shares of Registrable Stock, as applicable ("Requesting Holders") given within 30 days after receipt of the Commission issued under such notice from the CompanyAct.

Required Registrations. (a) If, at any time after the date hereof, one or more Major Investor(s) that is a holder of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at At any time after the earlier of (i) January 2, 2001 and two years after the date of this Agreement or (ii) six months after the consummation closing of a the Initial Public Offering, provided a Purchaser or Purchasers holding in the aggregate at least a majority of the then outstanding Common Stock issued or issuable upon conversion of the Series C Preferred and Series D Preferred, voting together as a single class, or a majority of the then outstanding Common Stock issued or issuable upon conversion of the Series B Preferred may request, in writing, that the Company is entitled to file a effect the registration statement on a Short-Form Registration Statement, S-1 (or any holder(ssuccessor form) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have Shares owned by such Purchaser or Purchasers having an aggregate offering price value of at least $1,000,000 5,000,000 (based on the "Short-Form Initiating Holders"), then such holder(s) of Registrable Stock may request market price or fair value on the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition date of such sharesrequest). (db) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Purchaser or Purchasers holding Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate value of at least $1,500,000 (based on the public market price on the date of such request). (c) Upon receipt of the any request of the Long-Form Initiating Holders for registration pursuant to this Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c)2, the Company shall promptly give prompt written notice thereof of such proposed registration to all other Purchasers. Such Purchasers shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Purchasers may request in such notice of election, subject in the case of an underwritten offering to the terms of Section 2.1(d); provided, that holders of Registrable Stockthe Senior Preferred will have first priority over other Purchasers to have their shares included in any such registrations. Subject to the provisions of Section 2.2Thereupon, the Company shall, subject to the terms of this Agreementas expeditiously as possible, use its best efforts to effect the registration under the Applicable Securities Laws on an appropriate registration form of all shares of Registrable Stock specified Shares which the Company has been requested to so register; provided, however, that in the requests case of a registration requested under Section 2.1(b), the Long-Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) or the Short-Form Initiating Holders(b), as the case may be, and the requests (stating Company shall include such information in its written notice referred to in Section 2.1(c). In such event, (i) the number right of shares of any other Purchaser to include its Registrable Stock Shares in such registration pursuant to Section 2.1(a) or (b), as the case may be, shall be disposed ofconditioned upon such other Purchaser’s participation in such underwriting on the terms set forth herein, and (ii) all Purchasers including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the intended method underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of disposition the Purchasers materially greater than the obligations of the Purchasers pursuant to Section 2.5. The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld, conditioned or delayed. If any Purchaser who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Purchaser may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Purchasers requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (b), as the case may be. If any Purchaser would thus be entitled to include more Registrable Shares than such Purchaser requested to be registered, the excess shall be allocated among other requesting Purchasers pro rata in the manner described in the preceding sentence. (e) The Company shall not be required to effect more than two registrations pursuant to Section 2.1(a). In addition, the Company shall not be required to effect any registration within six months after the effective date of the Registration Statement relating to the Initial Public Offering. For purposes of this Section 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Purchasers after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For purposes of this Section 2.1(e), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, less than 50% of the total number of Registrable Shares that Purchasers have requested to be included in such Registration Statement are so included. (f) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such shares) of other holders of shares of Registrable Stockrequest, as applicable ("Requesting Holders") given within 30 days after receipt of such notice from right to delay a request to be exercised by the CompanyCompany not more than once in any 12-month period.

Required Registrations. (a) If, at At any time after six months following the date hereofclosing of the Initial Public Offering, one or more Major Investor(s) that is a holder or holders of (i) Registrable Shares holding in the aggregate at least 25% of L-3 the Registrable Stock proposes to Shares then outstanding may request, in writing, that the Company effect the registration of any shares all or part of their Registrable StockShares; provided, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request that the Company in writing to effect such registration under sale of the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws Registrable Shares proposed to be used, registered is reasonably expected to result in gross proceeds of at least $5,000,000; and (ii) Series B Registrable Shares holding in the aggregate at least 51% of the Series B Registrable Shares then outstanding may request, in writing, that the Company effect the registration of all or part of their Series B Registrable Shares; provided, that (1) the sale of the Series B Registrable Shares proposed to be registered is reasonably expected to result in gross proceeds of at least $5,000,000, (2) such holder(s) of Series B Registrable Shares first offer such Series B Registrable Shares to the other Purchasers pursuant to the terms of Section 2.1(a)(ii)(A) below, and (3) such Series B Registrable Shares to be registered constitute, in the aggregate and on an as-converted basis, a number of shares equal to 100/0 or less, of the Company’s shares then listed on the. New York Stock Exchange or through the Nasdaq National Market System. (A) If holder(s) of Series B Registrable Shares wish to request the registration of their Series B Registrable Shares in accordance with Section 2:1(a)(ii), such holder(s) shall deliver a written notice (a “Series B Registration Notice”) to the Purchasers disclosing the number of Series B Registrable Shares to be so registered. For 30 days following their receipt of the Series B Registration Notice, the Purchasers shall have the option to- elect to purchase such Series B Registrable Shares at the Market Price. Each Purchaser desiring to purchase any of the Series B Registrable Shares shall give written notice of such desire, specifying the number of Series B Registrable Shares such Purchaser desires to purchase (the “Acceptance Notice”) to such holder(s) within such 30-day period. If the aggregate number of Series B Registrable Shares subscribed for in Acceptance Notices is fewer than 90% of the number of Series B Registrable Shares set forth in the Series B Registration Notice, the Purchasers’ rights pursuant to this Section 2.1(a)(ii)(A) shall lapse in their entirety and be of no further effect (and no purchase hereunder shall take place). If the aggregate number of Series B Registrable Shares subscribed for in Acceptance Notices is between 90% and 100% of the number of Series B Registrable Shares set forth in the Series B Registration Notice, the available Series B Registrable Shares shall be allocated in the proportions desired to be purchased as set forth in the Acceptance Notices. If the aggregate number of Series B Registrable Shares subscribed for in Acceptance Notices exceeds the number of Series B Registrable Shares set forth in the Series B Registration Notice, the available Series B Registrable Shares shall be allocated amongst the participating Purchasers pro rata, in the proportion that the number of shares of L-3 Common Stock Equivalents held by each such Purchaser bears to the number of shares of Common Stock Equivalents held by all such participating Purchasers (or in such other proportion as such Purchasers mutually agree). The purchase and sale of the Series B Registrable Stock Shares pursuant to this Section 2.1(a)(ii)(A) shall be disposed ofmade at the Market Price, and (iii) shall take place at the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% offices of the L-3 Company at 10 a.m. local time on the 45th day following the date of the Acceptance Notice (or on such other date agreed upon by the applicable holder(s) of Series B Registrable Stock then outstandingShares and the participating Purchasers). (B) Any purchase and sale of Series B Registrable Shares pursuant to Section 2.1(a)(ii)(A) shall, for purposes of Section 2.1(e), be deemed to constitute the one registration required of the Company pursuant to Section 2.1(a)(ii). (C) The rights of a Purchaser to purchase Series B Registrable Shares, pursuant to Section 2.1(a)(ii)(A) shall lapse in their entirety and be of no further effect if such Purchaser, after having delivered an Acceptance Notice, fails to consummate the purchase of Series B Registrable Shares in accordance with Section 2.1(a)(ii)(A). (b) If, at At any time after when the earlier Company is eligible to occur of file a Registration Statement on Form S-3 (i) or any successor form relating to secondary offerings), a Purchaser or Purchasers holding Registrable Shares may request, in writing, that the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to Company effect the registration of any shares on Form S-3 (or such successor form), of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request Shares having an aggregate value of at least $2,000,000 (based on the Company in writing to effect such registration under current public market price on the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition date of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstandingrequest). (c) If at any time after the earlier of (i) January 2, 2001 and (ii) the consummation of a Public Offering, provided that the Company is entitled to file a registration statement on a Short-Form Registration Statement, any holder(s) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have an aggregate offering price of at least $1,000,000 (the "Short-Form Initiating Holders"), then such holder(s) of Registrable Stock may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares. (d) Upon receipt of the any request of the Long-Form Initiating Holders for registration pursuant to Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c(b), the Company shall promptly give prompt written notice thereof of such proposed registration to all other holders Purchasers in accordance with Section 6.1. Such Purchasers shall have the right, by giving written notice to the Company within 30 days after the Company provides its registration notice, to request to have included in such registration the number of Registrable Stock. Subject Shares as such Purchasers may request in such notice of election, subject in the case of an underwritten offering to the provisions terms of Section 2.22.1(d). Thereupon, the Company shall, subject to the terms of this Agreementas expeditiously as possible, use its best efforts to effect the registration under the Applicable Securities Laws on an appropriate registration form of all shares of Registrable Stock specified Shares that the Company has been requested to so register; provided, however, that in the requests case of a registration requested under Section 2.1(b), the Long-Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1 (a) or the Short-Form Initiating Holders(b), as the case may be, and the requests Company shall include such information in its written notice referred to in Section 2.1(c) (stating if applicable). In such event (i) the number right of shares of any other Purchaser to include its Registrable Stock to Shares shall be disposed ofconditioned upon such other Purchaser’s participation in such underwriting on the terms set forth herein, and (ii) all Purchasers including Registrable Shares in such registration shall enter into an underwriting, sale or similar agreement upon customary terms with the intended method underwriter or underwriters managing the offering. The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1 (a) or (b), subject to the approval of disposition the Company, which approval will not be unreasonably withheld. If any Purchaser who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such person may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. In any underwritten offering initiated: (i) pursuant to Section 2.1(a)(i) or (b), if the managing underwriter advises the Company that marketing factors require a limitation on the number of shares to be underwritten, then the number of Registrable Shares to be included in the Registration Statement and underwriting shall be decreased accordingly, and such limitation of shares shall be allocated among all Purchasers requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a)(i) or (b), as the case may be. If any Purchaser would thus be entitled to include more Registrable Shares than such Purchaser requested to be registered, the excess shall be allocated among other requesting Purchasers pro rata in the manner described in the preceding sentence. (ii) pursuant to Section 2.1(a)(ii), if the managing underwriter advises the Company that marketing factors require a limitation on the number of shares to be underwritten, then the number of Registrable Shares to be included in the Registration Statement and underwriting shall be decreased accordingly, and the Company shall include Registrable Shares in the Registration Statement (up to the aggregate of such sharesreduced amount) in the following priority: (A) first, the Series B Registrable Shares requested to be registered, in proportion, as nearly as practicable, to the respective number of Series B Registrable Shares held by the participants on the date of the request for registration, and (B) second, any other holders Registrable Shares requested to be registered, in proportion, as nearly as practicable, to the respective number of Registrable Shares held by the participants on the date of the request for registration. If any Purchaser would thus be entitled to include more Registrable. Shares than such Purchaser requested to be registered, the excess shall be allocated among other requesting Purchasers pro rata in the manner described in the preceding sentence. The rights pursuant to Section 2.1 shall be exerciseable in priority to the rights of all Other Holders to incidental (or “piggyback’) registration rights; provided, that, to the extent required pursuant to any existing agreement between the Company and an Other Holder (and only to such extent), the rights of the Purchasers to include Registrable Shares in a registration pursuant to Section 2.1 (c) shall be exercisable on a pro rata basis among such Other Holder(s) and the Purchasers participating in such registration on the basis of the number of shares owned by such Other Holder(s) and such Purchasers. (e) The Company shall not be required to effect (i) more than two registrations pursuant to Section 2.1(a)(i), (ii) more than one registration pursuant to Section 2.1(a)(ii), or (iii) more than two registrations pursuant to Section 2.1 (b) in any twelve month period. For purposes of this Section 2.1(e), a Registration Statement shall not be counted (A) until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration) and the Company has complied in all material respects with its obligations under this Agreement with respect thereto, (B) if, after the Registration Statement has become effective, the offering or sale of Registrable StockShares pursuant thereto is or becomes the subject of any stop order, as applicable injunction or other order or requirement of the Commission or any other governmental body, securities exchange or self-regulatory body, or if any court or other governmental body, securities exchange or self-regulatory body otherwise limits such offer or sale ("Requesting Holders"unless and until such limitation ceases to exist and at least 90% of the Registrable Shares included in the registration have been sold), (C) given within 30 if the Registration Statement does not remain effective for the periods set forth in Section 2.4(a)(i), or (D) in the case of a registration pursuant to Section 2.1(a), until the Purchasers are allowed to sell at least 90% of the Registrable Shares included in the registration. (f) If at the time of any request to register Registrable Shares pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered underwritten public offering or is planning to engage in a financing, acquisition, merger, asset sale or similar transaction which, in the good faith determination of the Company’s Board of Directors, would be materially and adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period of not more than 120 days after receipt from the effective date of such notice from request, provided, that the CompanyCompany shall thereafter use its best efforts to cause such Registration Statement to become effective as soon as practical after filing; provided, further, that such right to delay a request shall be exercised by the Company not more than once in any 12 month period.

Required Registrations. (a) IfCommencing upon the expiration of the lock-up period relating to the IPO specified in the first sentence of Section 11, at any time after the date hereof, one or more Major Investor(s) that is a holder either of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, EOP or its Investor Transferees or (ii) the holders of at least 30% of the Restricted Stock (on an "as converted" or "as if exercised" basis, as applicable) then owned beneficially or of record by the Investors and Investor Transferees of the Investors, other than EOP or its Investor Transferees, may request (the "Demand Notice") the Company to register under the Securities Act all or any portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such Demand Notice, provided that the reasonably anticipated aggregate price to the public of such public offering would be at least $35,000,000. (b) Following receipt of a Demand Notice, the Company shall as soon as practicable notify the Eligible Sellers from whom notice has not been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Demand Notice from requesting holders, the number and type of shares of L-3 Registrable Restricted Stock to be disposed of, specified in (x) such Demand Notice and (iiiy) all notices received by the intended Company from other Eligible Sellers within 20 days after the giving of such notice by the Company. The Company shall be obligated to register Restricted Stock pursuant to this Section 2 on two occasions only; provided that EOP or its Investor Transferees shall have the right to initiate only one request pursuant to Section 2(a) and the holders of at least 30% of the Restricted Stock then owned beneficially or of record by the Investors and Investor Transferees of the Investors, other than EOP or its Investor Transferees, shall have the right to initiate only one request pursuant to Section 2(a); provided further, however, that such obligation shall be deemed satisfied only when a Registration Statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and shall have remained continuously effective during the period of distribution (as specified in Section 5 hereof). (c) If the method of disposition of Restricted Stock pursuant to this Section 2 shall be an underwritten public offering, the lead underwriter selected for such sharesoffering shall be (i) nationally recognized or (ii) mutually acceptable to the Company and a majority of the Eligible Sellers participating in the offering; provided, however, that any underwriting agreement the Company enters into pursuant to such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstandingselection shall contain commercially reasonable terms and fees. (bd) IfThe Company shall be entitled to include in any Registration Statement referred to in this Section 2, at for sale in accordance with the method of disposition specified by the requesting Eligible Sellers, shares of Common Stock to be sold by the Company for its own account and shares of Common Stock to be sold by other security holders with incidental registration rights triggered by the receipt of a Demand Notice or filing of any time after Registration Statement in response thereto, except as and to the earlier to occur of (i) extent that, in the consummation reasonable opinion of the Public Offeringlead underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would materially adversely affect the marketing of the Restricted Stock to be sold, then the number of shares that may be included in such underwritten public offering shall be allocated: first, to the Eligible Sellers pro rata among them in the proportion that the number of shares requested by each such Eligible Seller to be registered bears to the aggregate number of shares requested to be registered by all such Eligible Sellers; second, to the Company and the Mezzanine Security Holders pro rata among them in the proportion that the number of shares requested to be registered by the Company and each such Mezzanine Security Holder bears to the aggregate number of shares requested to be registered by the Company and all such Mezzanine Security Holders, and (ii) March 31third, 2001to the other security holders pro rata among them in the proportion that the number of shares requested to be registered by each such other security holder bears to the aggregate number of shares requested to be registered by all such other security holders. Subject to Section 2(b), one except for Registration Statements on Form X-0, X-0 or more Major Investor(s) any successor thereto, a shelf registration pursuant to Section 4 hereof or a shelf registration effected in favor of CarrAmerica Realty Corporation, the Company will not file with the Commission any other Registration Statement with respect to its Common Stock, whether for its own account or that is of other stockholders, from the date of receipt of a holder of not less than 20% notice from requesting holders pursuant to this Section 2 until the completion of the Existing Holder Registrable Stock proposes to effect period of distribution of the registration of any shares of Registrable StockRestricted Stock registered thereby. For all purposes of calculating pro rata or proportionate numbers of shares under this Agreement, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request calculations shall be made on the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form basis of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock common stock to be disposed ofwhich a request relates (as determined on an "as converted" or "as if exchanged" basis, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstandingas applicable). (ce) If at any time after the earlier of (i) January 2, 2001 and (ii) the consummation Following receipt of a Public Offering, provided notice from any holder of registration rights other than a Eligible Seller requesting that the Company is entitled to file with the Commission a registration statement on a Short-Form Registration Statement, any holder(s) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have an aggregate offering price of at least $1,000,000 (the "Short-Form Initiating Holders"), then such holder(s) of Registrable Stock may request the Company Statement in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number respect of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares. (d) Upon receipt capital stock of the request of the Long-Form Initiating Holders pursuant to Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c)Company held by such holder, the Company shall give prompt written notice thereof immediately notify the Eligible Sellers. The Eligible Sellers shall thereupon have the right to all other holders of Registrable Stock. Subject to the provisions of Section 2.2, the Company shall, subject to the terms of this Agreement, use its best efforts to effect the registration under the Applicable Securities Laws of all shares of Registrable Stock specified join in the requests of the Long-Form Initiating Holders or the Short-Form Initiating Holders, as the case may be, and the requests (stating (i) the number request for registration of shares of Registrable Restricted Stock held by them and the terms and conditions applicable to such registration shall be disposed ofthe same as those set forth in Section 3, and including, without limitation, the allocation procedure set forth in paragraph (ii) the intended method of disposition of such sharesb) of other holders Section 3 (it being understood and agreed that no registration under this clause (e) shall constitute a demand for purposes of shares of Registrable Stock, as applicable ("Requesting Holders") given within 30 days after receipt of such notice from the Companythis Section 2).

Required Registrations. (a) If, If at any time during the period beginning 90 days after the effective date hereofof the Company's first registration statement under the Securities Act and ending five years thereafter, one an Investor or more Major Investor(s) that is a holder of L-3 Investors holding Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request Securities notifies the Company in writing that they intend to effect offer or cause to be offered for public sale such registration under the Applicable Securities Lawsportion of their Registrable Securities, stating (i) in the form case of a proposed registration statement under on Form S-1, as is anticipated to result in aggregate offering proceeds to such Investors, net of underwriter discounts and commissions, of at least $10 million (or at least 80% of the Applicable Registrable Securities Laws to be usedof the Investors, if less), and (ii) in the number case of shares a proposed registration on Form S-3, as is anticipated to result in aggregate offering proceeds to such Investors, net of L-3 underwriter discounts and commissions, of at least $500,000 (or at least 80% of the Registrable Stock Securities of the Investors, if less), the Company will notify all of the Holders who would be entitled to notice of a proposed registration under Section 7.1 above and any other holder of piggyback registration rights of its receipt of such notification from such Investor or Investors. Upon the written request of any such Holder or other holder of the Company's securities delivered to the Company within 20 days after receipt from the Company of such notification, the Company will either (i) elect to make a primary offering in which case the rights of such Holders shall be as set forth in Section 7.1 above (in which case the registration shall not count as one of the Investors' permitted demand registrations hereunder), or (ii) use its best efforts to cause such of the Registrable Securities as may be requested by any Holders and any other holders of piggyback registration rights to be disposed of, and (iii) registered under the intended method Securities Act in accordance with the terms of disposition of such sharesthis Section 7.2; provided, however, that the number of shares of Registrable Securities of the Holders included in any such Major Investor(soffering shall in no event be less than twenty-five percent (25%) include of the aggregate number of shares of capital stock to be registered, unless the aggregate number of shares of Registrable Securities the Holders requested in writing to be in such registration 5% offering is less than twenty-five percent (25%) of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier aggregate number of shares of capital stock to occur of be registered. The Company will not be obligated pursuant to this Section 7.2 to effect (i) the consummation of the Public Offeringmore than one registration statement on Form S-1 or S-2, and (ii) March 31more than one registration statement on Form S-3 per any twelve-month period. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, 2001not to exceed 60 days during any twelve-month period, one if the Company has been advised by legal counsel that such filing would require a special audit or more Major Investor(s) the disclosure of a material impending transaction or other matter and the Company's Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. The Company shall not be required to cause a registration statement requested pursuant to this Section 7.2 to become effective prior to 90 days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Investors that the Company is commencing to prepare a holder of not less Company-initiated registration statement (other than 20% a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration SEC under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such sharesAct is applicable); provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at any time after the earlier of (i) January 2, 2001 and (ii) the consummation of a Public Offering, provided that the Company is entitled to file a registration statement on a Short-Form Registration Statement, any holder(s) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have an aggregate offering price of at least $1,000,000 (the "Short-Form Initiating Holders"), then such holder(s) of Registrable Stock may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares. (d) Upon receipt of the request of the Long-Form Initiating Holders pursuant to Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c), the Company shall give prompt written notice thereof to all other holders of Registrable Stock. Subject to the provisions of Section 2.2, the Company shall, subject to the terms of this Agreement, use its best efforts to effect the registration under the Applicable Securities Laws of all shares of Registrable Stock specified in the requests of the Long-Form Initiating Holders or the Short-Form Initiating Holders, as the case may be, and the requests (stating (i) the number of shares of Registrable Stock to be disposed of, and (ii) the intended method of disposition of achieve such shares) of other holders of shares of Registrable Stock, as applicable ("Requesting Holders") given within 30 days after receipt of such notice from the Companyeffectiveness promptly.

Required Registrations. (a) If, at any time after the date hereof, one or more Major Investor(s) that is a holder of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) two years from the consummation of the Public OfferingEffective Date, and or (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% the Initial Public Offering (but in no event within six months of the Existing Holder Registrable Stock proposes to effect effective date of such registration in connection therewith), holders of at least the registration number of any shares of Registrable StockStock issued or issuable upon conversion of 500,000 shares of the Series B, Series B-1, Series C, Series C-1, Series D, Series D-1, Series E and/or Series E-1 propose to dispose of shares of Registrable Stock pursuant to a Long-Form Registration Statement, then such Major Investor(s) holders may request the Company in writing to effect such registration under the Applicable Securities Lawsregistration, stating (A) the form of registration statement under the Applicable Securities Laws Act to be usedused (subject to the Company being eligible to use such registration statement), (B) the such number of shares of Existing Holder Registrable Stock to be disposed of, of and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (cb) If If, at any time after the earlier of (i) January 2, 2001 and (ii) the consummation of a Public Offering, provided that at which the Company is entitled eligible to file a registration statement on a Short-Form Registration Statement, any holder(s) holders of Registrable Stock proposes propose to effect the registration of, dispose of shares of Registrable Stock which such holders in their good faith discretion determine would have an anticipated aggregate offering price of at least $1,000,000.00 pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have an aggregate offering price of at least $1,000,000 (the "Short-Form Initiating Holders"), then such holder(s) of Registrable Stock holders may request the Company in writing to effect such registration under the Applicable Securities Lawson a Short-Form Registration Statement, stating (i) the form of such registration statement under the Applicable Securities Laws Act to be used, (ii) the number of shares of Registrable Stock to be disposed of, of and (iii) the intended method of disposition of such shares. (dc) Upon receipt of the request of the Long-Form Initiating Holders holders pursuant to Section 2.1(a3.1(a) or 2.1(b3.1(b) above (in the case of Section 3.1(a) or Section 3.1(b), hereinafter referred to as the Short-Form "Initiating Holders pursuant to Section 2.1(cHolders"), the Company shall give prompt written notice thereof to all other holders of Registrable Stock. Subject to the provisions of Section 2.23.2 below, the Company shall, subject shall (i) with respect to the terms of this AgreementSection 3.1(a), use its reasonable best efforts promptly to effect effect, and (ii) with respect to Section 3.1(b) shall promptly effect, the registration under the Applicable Securities Laws Act of all shares of Registrable Stock specified in the requests of the Long-Form Initiating Holders or the Short-Form Initiating Holders, as the case may be, and the requests (stating (i) the number of shares of Registrable Stock to be disposed of, of and (ii) the intended method of disposition of such shares) of other holders of shares of Registrable Stock, as applicable Stock ("Requesting Holders") given within 30 days after receipt of such notice from the Company.

Required Registrations. (a) IfUpon the expiration of the lock-up period required by an underwriter in connection with an initial public offering by the Company of shares of its Common Stock pursuant to the Securities Act (but in no event later than six (6) months following such initial public offering), the holders of Restricted Stock then owned beneficially or of record by the Series A Investors and Investor Transferees of the Series A Investors (collectively, the "Series A Eligible Sellers") constituting at least 20% of the total Restricted Stock held by such Series A Eligible Sellers may request (the "Series A Investors Demand Notice") the Company to register under the Securities Act all or any time portion of the shares of Restricted Stock held by such requesting holder or holders for sale in the manner specified in such Series A Investors Demand Notice, provided that the reasonably anticipated aggregate price to the public of such public offering would be at least $10,000,000. (b) Following receipt of a Series A Investors Demand Notice, the Company shall immediately notify the Series A Eligible Sellers from whom notice has not been received and shall use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Series A Investors Demand Notice from requesting holders, the number of shares of Restricted Stock specified in (x) such Series A Investors Demand Notice and (y) all notices received by the Company from other Series A Eligible Sellers within 30 days after the date giving of such notice by the Company. The Company shall be obligated to register Restricted Stock pursuant to this Section 3 on three occasions only; provided, however, that, in each case, such obligation shall be deemed satisfied only when a Registration Statement covering all shares of Restricted Stock specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and shall have remained continuously effective during the period of distribution (as specified in Section 6 hereof, one or more Major Investor(s) that is a holder of L-3 Registrable Stock proposes to effect the ). Each registration of any shares of Registrable Stock, Restricted Stock pursuant to a Long-Form Series A Investors Demand Notice issued pursuant to this Section 3(b), which satisfies the requirements in the proviso to the immediately preceding sentence, shall satisfy the Company's obligation to register Restricted Stock on one occasion. (c) Subject to the Registration Delay Limit, the Company shall be permitted to delay or suspend any registration pursuant to this Section 3 if (i) an event occurs and is continuing as a result of which the Registration Statement, any related Prospectus or any document incorporated therein by reference as then such Major Investor(s) may request amended or supplemented would, in the Company Company's good faith judgment, contain an untrue statement of a material fact or omit to state a material fact necessary in writing order to effect such registration make the statements therein, in the light of the circumstances under the Applicable Securities Lawswhich they were made, stating (i) the form of registration statement under the Applicable Securities Laws to be usednot misleading, (ii) the number Company determines in its good faith judgment that the disclosure of shares an event contemplated by Section 3(c)(i) at such time (A) would have a material adverse effect on the business, operations or prospects of L-3 Registrable Stock the Company or (B) otherwise relates to be disposed ofa material business transaction which has not yet been publicly disclosed, and or (iii) the intended Company has prior to the receipt of a Series A Investors Demand Notice filed a Registration Statement or has notified the Series A Investors of its intent to file a Registration Statement and the transaction contemplated by such filed or proposed Registration Statement is actively being pursued by the Company in good faith. (d) If the method of disposition of Restricted Stock pursuant to this Section 3 shall be an underwritten public offering, the lead underwriter selected for such sharesoffering shall be (i) nationally recognized or (ii) mutually acceptable to the Company and a majority of the Series A Eligible Sellers participating in the offering; provided, however, that such Major Investor(s) include in such registration 5% of any underwriting agreement the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, Company enters into pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form selection shall contain commercially reasonable terms and fees. Senior management of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at any time after the earlier of (i) January 2, 2001 and (ii) the consummation of a Public Offering, provided that the Company is entitled to file a registration statement on a Short-Form Registration Statement, any holder(s) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have an aggregate offering price of at least $1,000,000 (the "Short-Form Initiating Holders"), then such holder(s) of Registrable Stock may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares. (d) Upon receipt of the request of the Long-Form Initiating Holders pursuant to Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c), the Company shall give prompt written notice thereof to all other holders of Registrable Stock. Subject to the provisions of Section 2.2, the Company shall, subject to the terms of this Agreement, use its best efforts to effect assist in the registration under the Applicable Securities Laws marketing of all any shares of Registrable Restricted Stock registered for sale in an underwritten public offering pursuant to this Section 3 including, without limitation, participation in any roadshow. (e) The Company shall be entitled to include in any Registration Statement referred to in this Section 3, for sale in accordance with the method of disposition specified by the requesting Series A Eligible Sellers (provided that such method of disposition need not be followed by the Company if such method would not reasonably be expected to result in an adverse impact on the offering of the requesting Series A Eligible Sellers), shares of Common Stock to be sold by the Company for its own account and shares of Common Stock to be sold by other security holders with incidental registration rights triggered by the receipt of a Series A Investors Demand Notice or filing of any Registration in response thereto, except as and to the extent that, in the requests reasonable opinion of the Long-Form Initiating Holders or lead underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would materially adversely affect the Short-Form Initiating Holdersmarketing of the Restricted Stock to be sold, as the case may be, and the requests (stating (i) then the number of shares that may be included in such underwritten public offering shall be allowed: first, to the Series A Eligible Sellers and any holders of Registrable Stock other securities of the Company who have the right that is equivalent to be disposed of, and (ii) the intended method right of disposition of such sharesthe Series A Eligible Sellers set forth in Section 3(f) of this Agreement to join in a request by the Series A Eligible Sellers for a required registration under this Section 3 pro rata among them; second, to the Company; and third, to the other security holders pro rata among them. Subject to Section 3(b), except for Registration Statements on Form S-4, S-8 or any successor thereto, the Company will not file xxxx xxx Commission any other Registration Statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Section 3 until the completion of the period of distribution of the shares of Restricted Stock registered thereby, which such period of distribution shall not exceed 120 days. (f) Following receipt of a notice from any holder of registration rights other than a Series A Eligible Seller requesting that the Company file with the Commission a Registration Statement in respect of shares of Registrable Stockcapital stock of the Company held by such holder, the Company shall immediately notify the Series A Eligible Sellers. The Series A Eligible Sellers shall thereupon have the right to join in the request for registration of shares of Restricted Stock held by them and the terms and conditions applicable to such registration shall be the same as applicable those set forth in this Section 3, including, without limitation, the allocation procedure set forth in paragraph ("Requesting Holders"e) given within 30 days after receipt of such notice from the Companythis Section 3.

Required Registrations. (a) If, at At any time after the date hereofsix month anniversary of an Initial Public Offering, one or more Major Investor(s) the Purchasers may request once only, in writing, that is a holder of L-3 Registrable Stock proposes to the Company effect the registration of any shares on Form S-1 (or such successor form), of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at any time after the earlier of (i) January 2, 2001 and (ii) the consummation of a Public Offering, provided that the Company is entitled to file a registration statement on a Short-Form Registration Statement, any holder(s) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have Shares having an aggregate offering price value of at least $1,000,000 (based on the "Short-Form Initiating Holders"then current public market price), then such holder(s) of Registrable Stock may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares. (db) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 25% of the Registrable Shares then outstanding may request, in writing, that the Company effect the registration (which may, at such Stockholder's request, be a shelf registration pursuant to Rule 415 of the Securities Act) on Form S-3 (or such successor form), of Registrable Shares having an aggregate value of at least $1,000,000 (based on the then current public market price). (c) Upon receipt of the any request of the Long-Form Initiating Holders for registration pursuant to this Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c)2, the Company shall promptly give prompt written notice thereof of such proposed registration to all other holders of Registrable StockStockholders. Subject Such Stockholders shall have the right, by giving written notice to the provisions Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the managing underwriter as provided in Section 2.22.1(d) below. Thereupon, the Company shall, subject to the terms of this Agreementas expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register (provided, however, that in the case of a registration requested under Sections 2.1(a) or (b), the Applicable Securities Laws Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Sections 2.1(a) or (b), and the Company shall include such information in its written notice referred to in Section 2.1(c). The right of any other Stockholder to include its Registrable Shares in such registration pursuant to Sections 2.1(a) or (b) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(d) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with all Stockholders, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter; provided, -------- however, that such underwriting agreement shall not provide for indemnification ------- or contribution obligations on the part of Stockholders materially greater than the obligations of the Stockholders pursuant to Section 2.5. Notwithstanding any other provision of this Section 2.1(d), if the managing underwriter advises the Company that the inclusion of all shares of Registrable Stock specified in requested to be registered would adversely affect the requests offering, the securities of the Long-Form Initiating Holders or Company held by any stockholder other than the Short-Form Initiating Holders, as Purchasers shall be excluded from such registration and underwriting to the case may beextent deemed advisable by the managing underwriter, and the requests (stating (i) if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all holders of Registrable Stock Shares requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them at the time of the request for registration made by the Initiating Holders pursuant to Sections 2.1(a) or (b). If any holder of Registrable Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be disposed ofunderwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (iie) The Initiating Holders shall have the intended method right to select the managing underwriter(s) for any underwritten offering requested pursuant to Sections 2.1(a) or (b), subject to the approval of disposition the Company, which approval will not be unreasonably withheld or delayed. (f) The Company shall not be required to effect more than three (3) registrations pursuant to Section 2.1(a) or (b). In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of any other Registration Statement of the Company. For purposes of this Section 2.1(f), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). (g) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the date of such shares) of other holders of shares of Registrable Stockrequest, as applicable ("Requesting Holders") given within 30 days after receipt of such notice from right to delay a request to be exercised by the CompanyCompany not more than once in any 12-month period.

Required Registrations. (a) IfSubject to the terms of this Article VI, if, at any time after a QIPO, the date hereofInvestors, one or more Major Investor(sholding, in the aggregate, at least forty percent (40%) that is a holder of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant propose to a Long-Form Registration Statementdispose of the Registrable Stock then outstanding which such holders in their good faith discretion determine would have an aggregate offering price of at least Five Million Dollars ($5,000,000), then such Major Investor(s) holders may request in writing that the Company in writing to effect such registration under the Applicable Securities Lawsregistration, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, of and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at any time after the earlier of (i) January 2, 2001 and (ii) the consummation of a Public Offering, provided that which the Company is entitled eligible to file a registration statement on a Short-Form Registration Statement, any holder(sholders of at least twenty-five percent (25%) of the Registrable Stock propose to dispose of shares of Registrable Stock proposes to effect the registration of, which such holders in their good faith discretion determine would have an anticipated aggregate offering price of at least Two Million Dollars ($2,000,000.00) pursuant to a Short-Form Registration Statement, shares of Registrable Stock then such holders may request in writing that are reasonably expected to have an aggregate offering price of at least $1,000,000 (the "Company effect such registration on a Short-Form Initiating Holders"), then such holder(s) of Registrable Stock may request the Company in writing to effect such registration under the Applicable Securities LawsRegistration Statement, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, of and (iii) the intended method of disposition of such shares. (dc) Upon receipt of the request of the Long-Form Initiating Holders holders pursuant to Section 2.1(a6.1(a) or 2.1(b6.1(b) above (in the case of Section 6.1(a) or Section 6.1(b), hereinafter referred to as the Short-Form “Initiating Holders pursuant to Section 2.1(cHolders”), the Company shall give prompt written notice thereof to all other holders of Registrable Stock. Subject to the provisions of Section 2.26.2 below, the Company shall, subject shall with respect to the terms of this AgreementSection 6.1(a) and Section 6.1(b), use its reasonable best efforts promptly to effect file with the Commission, the applicable registration statement to register under the Applicable Securities Laws of Act all shares of Registrable Stock or the specified in the requests of the Long-Form Initiating Holders or the Short-Form Initiating Holders, as the case may be, and the requests (stating (i) the number of shares of Registrable Stock to be disposed of, of and (ii) the intended method of disposition of such shares) of other holders of shares of Registrable Stock, as applicable Stock ("the “Requesting Holders"”) given within 30 thirty (30) days after receipt of such notice from the Company. (d) Registration rights hereunder shall terminate on the earlier of (i) the fifth anniversary of a QIPO or (ii) with respect to any holder of registration rights, at such time as all Registrable Securities of such holder may be sold within a three month period pursuant to Rule 144 or a similar exemption from Registration.

Required Registrations. (a) If, at At any time on or after the date hereoffirst anniversary of the Closing Date, one or more Major Investor(s) that is a holder of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable StockSeller may request, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares; provided, howeverwriting, that such Major Investor(sthe Buyer effect a registration on Form S-3 (or any successor form) include in such registration 5% of up to one-half of the L-3 Registrable Stock then outstanding. Shares (bas defined in Subsection 10.3(e) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at any time after the earlier of (i) January 2, 2001 and (ii) the consummation of a Public Offering, provided that the Company is entitled to file a registration statement on a Short-Form Registration Statement, any holder(s) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have an aggregate offering price of at least $1,000,000 (the "Short-Form Initiating Holders"below), then such holder(s) of Registrable Stock may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares. (d) Upon receipt of the request of the Long-Form Initiating Holders pursuant to Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c). Thereupon, the Company Buyer shall give prompt written notice thereof to all other holders of Registrable Stock. Subject to the provisions of Section 2.2, the Company shall, subject to the terms of this Agreement, use its best efforts to effect the registration on Form S-3 (or any successor form) of all such Registrable Shares which the Buyer has been requested to so register. (b) At any time on or after the second anniversary of the Closing Date, the Seller may request, in writing, that the Buyer effect a registration on Form S-3 (or any successor form) of the remaining Registrable Shares. Thereupon, the Buyer shall use its best efforts to effect the registration on Form S-3 (or any successor form) of all such Registrable Shares which the Buyer has been requested to so register. (c) If practicable, upon a request by the Seller to register up to one-half of the Registrable Shares pursuant to Subsection 10.3(a) above, the Buyer may, at its option, choose to register on Form S-3 (or any successor form) all of the Registrable Shares subject to required registrations pursuant to Subsections 10.3(a) and 10.3(b) above. In such event, the Seller agrees to execute a "lock- up" agreement containing usual and customary provisions and providing that no more than one-half of the Registrable Shares will be sold by the Seller under the Applicable Securities Laws Form S-3 prior to the second anniversary of all shares the Closing Date. (d) In connection with the registration of Registrable Stock specified Shares pursuant to this Section 10, the Buyer may by written notice require that the Seller immediately cease offers and sales of shares pursuant to any Registration Statement (as defined in the requests of the Long-Form Initiating Holders or the Short-Form Initiating Holders, as the case may be, and the requests Subsection 10.3(f) below) (stating a "Black Out Requirement") at any time that (i) the Buyer becomes engaged in a business activity or negotiation which is not disclosed in the Registration Statement (or the prospectus included therein) which the Buyer reasonably believes must be disclosed therein under applicable law and which the Buyer desires to keep confidential for business purposes, the disclosure of which at such time the Buyer reasonably believes could have an adverse effect on the Buyer or its business or prospects or on the successful completion of such business activity or negotiation or on the market price of the Buyer's stock; (ii) the Buyer reasonably believes that a particular disclosure so determined to be required to be disclosed therein would be premature or would adversely affect the Buyer or its business or prospects or the market price of the Buyer's stock or (iii) the Registration Statement can no longer be used under the existing rules and regulations promulgated under the Securities Act; provided, however, that (x) the Buyer shall not impose more than three Black Out Requirements per annum, (y) no single Black Out Requirement shall last more than 45 days and (z) the total number of shares days subject to Black Out Requirements shall not exceed an aggregate of 90 days per annum. The Buyer shall not be required to disclose to the Seller the reasons for requiring a suspension of offers and sales hereunder, and the Seller shall not disclose to any third party the existence of any such suspension. (e) For purposes of this Agreement, "Registrable Stock to be disposed of, Shares" means (i) the Shares and (ii) the intended method any other shares of disposition Buyer Common Stock issued in respect of such sharesShares (because of stock splits, stock dividends, reclassifications, recapitalizations or similar events); provided, however, that shares of Buyer Common Stock which are Registrable Shares shall cease to be Registrable Shares (x) upon any sale pursuant to a registration statement under the Securities Act, Section 4(1) of other holders the Securities Act or Rule 144 under the Securities Act; (y) at such time as all of shares of the Registrable Stock, Shares then held by the Seller may be sold without restriction as applicable to volume under Rule 144 or ("Requesting Holders"z) given within 30 days after receipt of at such notice from time as all such Registrable Shares may be sold by the CompanySeller under Rule 144(k).

Required Registrations. (a) If, at any time after the date hereof, one or more Major Investor(s) that is a holder of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at At any time after the earlier of January 14, 2003 or the closing of the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement, Venture Investors (iother than the Founder) January 2holding in the aggregate at least 35% of the Registrable Shares held by the Venture Investors (other than the Founder) may request, 2001 and (ii) the consummation of a Public Offeringin writing, provided that the Company is entitled to file a effect the registration statement on a Short-Form Registration Statement, S-1 or Form S-2 (or any holder(ssuccessor form) of Registrable Stock proposes Shares owned by such Venture Investors having an aggregate offering price of at least $5,000,000 (based on the market price or fair value at the time of such request). If the Venture Investors initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration ofon Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), pursuant a Stockholder or Stockholders may request the Company, in writing, to a Short-effect the registration on Form Registration StatementS-3 (or such successor form), shares of Registrable Stock that are reasonably expected to have Shares having an aggregate offering price of at least $1,000,000 (based on the "Short-Form Initiating Holders"), then such holder(s) of Registrable Stock may request public market price at the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition time of such shares. (d) Upon receipt of the request of the Long-Form Initiating Holders pursuant to Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(crequest), the Company shall give prompt written notice thereof to all other holders of Registrable Stock. Subject to the provisions of Section 2.2Thereupon, the Company shall, subject to the terms of this Agreementas expeditiously as possible, use its best efforts to effect the registration under the Applicable Securities Laws on Form S-3 (or such successor form) of all shares Registrable Shares which the Company has been requested to so register. (c) The Company shall not be required to effect more than two registrations pursuant to paragraph (a) above or more than three registrations pursuant to paragraph (b) above; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested). (d) If at the time of any request to register Registrable Stock specified Shares pursuant to this Section 1, the Company is engaged or has plans to engage within 90 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the requests good faith determination of the Long-Form Initiating Holders Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of three months from the effective date of such offering or the Short-Form Initiating Holdersdate of commencement of such other material activity, as the case may be, and the requests (stating (i) the number of shares of Registrable Stock such right to delay a request to be disposed of, and (ii) exercised by the intended method of disposition of such shares) of other holders of shares of Registrable Stock, as applicable ("Requesting Holders") given within 30 days after receipt of such notice from the CompanyCompany not more than once in any 12-month period.

Required Registrations. Beginning as of the date hereof and provided that any requested registration which is for an initial public offering shall be a Qualified Initial Public Offering: (a) IfEach Stockholder or Stockholders holding in the aggregate at least 10% of the Registrable Shares then issued and outstanding and held by the Stockholders, at may request, in writing, that the Company effect a registration on Form S-1, Form S-2 or Form S-3 (or any time after the date hereof, one or more Major Investor(ssuccessor form) that is a holder of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable StockShares owned by such requesting Stockholder or Stockholders having an aggregate value of at least $5,000,000 (based on the then current market price or fair value), pursuant and, in addition to a Long-Form Registration Statementthe foregoing, then such Major Investor(s) Nortel Networks may request request, in writing, that the Company in writing to effect such a registration under the Applicable Securities Lawson Form S-1, stating Form S-2 or Form S-3 (ior any successor form) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, Shares then issued and (iii) the intended method of disposition of such sharesoutstanding and held by Nortel Networks; provided, however, that such Major Investor(s) include in such the Company shall not be required to effect any registration 5% within six months after the effective date of any other Registration Statement of the L-3 Registrable Stock then outstanding.Company; and (b) If, at Upon receipt of any time after the earlier request for registration pursuant to occur of this Section 2: (i) the consummation Company will promptly give written notice of the Public Offering, such proposed registration to all other Stockholders and Nortel Networks; (ii) March 31such Stockholders and Nortel Networks shall have the right, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes by giving written notice to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing within twenty (20) calendar days after the Company provides its notice, to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws elect to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include have included in such registration 5% such of their Registrable Shares as such Stockholders and Nortel Networks may request in such notice of election, subject in the case of an underwritten offering to the approval of the Existing Holder Registrable Stock then outstanding.managing underwriter as provided in Section 2.1(d) below; and (c) If at any time after the earlier of (i) January 2, 2001 and (ii) the consummation of a Public Offering, provided that the Company is entitled to file a registration statement on a Short-Form Registration Statement, any holder(s) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have an aggregate offering price of at least $1,000,000 (the "Short-Form Initiating Holders"), then such holder(s) of Registrable Stock may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares. (d) Upon receipt of the request of the Long-Form Initiating Holders pursuant to Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c), the Company shall give prompt written notice thereof to all other holders of Registrable Stock. Subject to the provisions of Section 2.2thereupon, the Company shall, subject to the terms of this Agreementas expeditiously as possible, use its best efforts to effect the registration under on an appropriate registration form of all Registrable Shares which the Applicable Securities Laws Company has been requested to so register, subject to the limitations set forth herein. (c) If the Initiating Holders or Nortel Networks intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company. The right of any other person to include its securities in such registration pursuant to this Section 2.1(c) shall be conditioned upon such other person's participation in such underwriting, as follows: (i) Subject to Section 2.9 herein, if the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(c) or if other holders of securities of the Company who are entitled, by contract with the Company entered into after the date of this Agreement, to have securities included in such a registration (the "OTHER HOLDERS") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. (ii) The Company shall (together with all Stockholders, Nortel Networks, officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including without limitation customary indemnification and contribution provisions on the part of the Company) with the managing underwriter. (iii) Notwithstanding any other provision of this Section 2.1(c), (x) in the case of a registration initiated by the Initiating Holders, if the managing underwriter informs the Company that the inclusion of all shares requested to be registered would adversely affect the offering, (A) the securities of the Company held by officers or directors of the Company (other than Registrable Shares) and the securities held by Other Holders (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and (B) if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting shall be allocated among all Stockholders requesting registration in any registration initiated by Initiating Holders and Nortel Networks to the extent that Nortel Networks desires to participate in such registration, as nearly as practicable, to the respective number of Registrable Stock specified Shares requested to be registered by them in the aggregate at the time the respective requests for registration were made pursuant to Section 2.1(a); provided, however, that in no event shall the number of the Long-Form Initiating Holders or the Short-Form Initiating Holders, as the case may be, and the requests (stating Registrable Shares requested to be registered (i) by the Stockholders in any registration initiated by Initiating Holders be reduced to less than thirty percent (30%) of any underwriting subsequent to the Qualified Initial Public Offering of the Company and (y) in the case of a registration initiated by Nortel Networks, if the managing underwriter informs the Company that the inclusion of all shares requested to be registered would adversely affect the offering, (A) the securities of the Company held by officers or directors of the Company (other than Registrable Shares) and the securities held by Other Holders (other than Registrable Shares) shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and (B) if a further limitation of the number of shares is required, the number of shares of the Stockholders that may be included in such registration and underwriting shall be proportionately excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriter(s) may round the number of shares allocated to any person to the nearest 100 shares. (iv) If any holder of Registrable Stock Shares, officer, director or Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be disposed ofunderwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Initiating Holders shall have the right to select the managing underwriter(s) for any underwritten offering initiated by Initiating Holders and Nortel Networks shall have the right to select the managing underwriter(s) for any underwritten offering initiated by Nortel Networks pursuant to Section 2.1(a), subject to the approval of the Company, which approval will not be unreasonably withheld. (e) The Company shall not be required to effect, or take any action to effect, any registration pursuant to this Section 2.1: (i) with respect to Stockholders, after the Company has initiated four (4) registrations requested by Stockholders pursuant to this Section 2.1; (ii) with respect to Nortel Networks, after the Company has initiated one (1) registration requested by Nortel Networks pursuant to this Section 2.1; (iii) subject to the Company's obligations under Section 2.2, during the period starting with the effective date of the registration statement and ending on a date one hundred eighty (180) calendar days after the effective date of a Company-initiated registration. For purpose of clauses (i) and (ii) of this Section 2.1(e), a registration shall not be counted until such time as the intended method related Registration Statement has been declared or ordered effective by the Commission and (i) the Registration Statement remains continuously effective for six months or (ii) all Registrable Shares registered in such registration are sold, if earlier; provided, however, that a registration shall not be counted if (x) after the related Registration Statement has become effective, such registration or the related offer, sale or distribution of disposition Registrable Shares thereunder is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable to the Selling Stockholders and such interference is not thereafter eliminated, (y) the conditions specified on the underwriting agreement, if any, entered into in connection with such Registration Statement are not satisfied or waived, other than by reason of the Selling Stockholders or (z) the related Registration Statement is withdrawn by the Selling Stockholders and the Selling Stockholders have elected to bear all the Registration Expenses pursuant to Section 2.4 hereof. The time period referred to in Section 2.3(a)(ii) during which the Registration Statement must be kept effective shall be extended for an additional number of business days equal to the number of business days during which the right to sell the Registrable Shares was interfered with as set forth in the preceding sentence. For purposes of this Section 2.1(e), a registration shall be counted if the related Registration Statement is withdrawn by the Stockholders or Nortel Networks, as applicable, and the Stockholders or Nortel Networks, as applicable, have not elected to bear the Registration Expenses pursuant to Section 2.4 hereof and would, absent such election, have been required to bear such expenses. For purposes of clarification, a registration shall not be counted for purposes of this Section 2.1(e) if the related Registration Statement is withdrawn by the Stockholders or Nortel Networks because the Company has taken actions or suffered any consequences that would have a material adverse effect on the Company or delay the effectiveness of such sharesRegistration Statement (whether because (i) the Company has elected to delay such Registration Statement pursuant to the Company's rights hereunder; (ii) there have been negative developments with respect to the Company that would require disclosure in order for such Registration Statement to not be misleading, or (iii) otherwise). (f) If at the time of any request to register Registrable Shares by Initiating Holders or Nortel Networks pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of ninety (90) calendar days from the date of such request, such right to delay a request to be exercised by the Company not more than twice in any 12-month period. If after a Registration Statement becomes effective, the Company advises the Selling Stockholders that the Company considers it appropriate that the Registration Statement be amended, the holders of such shares shall suspend any further sales of their Registrable Stock, Shares until the Company advises them that the Registration Statement has been amended. The time period referred to in Section 2.3(a)(ii) during which the Registration Statement must be kept effective shall be extended for an additional number of business days equal to the number of business days during which the right to sell shares was suspended as applicable ("Requesting Holders") given within 30 days after receipt of such notice from set forth in the Companypreceding sentence.

Required Registrations. If on any two (a2) If, at any time after the date hereof, one occasions on or more Major Investor(s) that is a holder of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at any time after the earlier of (ia) January 2180 days after the initial public offering of the Company, 2001 and or (iib) June 30, 1997, fifty percent (50%) in interest of the consummation of a Public Offering, provided that Holders shall notify the Company is entitled in writing that they intend to file a registration statement on a Short-Form Registration Statement, offer or cause to be offered for public sale all or any holder(s) portion of their Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have Securities with an aggregate anticipated offering price of at least $1,000,000 5,000,000 (any such notice to specify the "Short-Form Initiating Holders"intended method of distribution), then such holder(s) the Company will notify all of the Holders of Registrable Stock may request the Company in writing Securities who would be entitled to effect such notice of a proposed registration under Section 1 above of its receipt of such notification from such Holders; PROVIDED, HOWEVER, that if the Applicable Securities Laws, stating Holders have not exercised both demand registration rights by the time that: (i) the form Holders have had the opportunity to sell at least fifty percent (50%) of registration statement under the Applicable their Registrable Securities Laws to be used, in registered offerings; and (ii) the Company is eligible to register shares pursuant to an S-3 offering, the above-referenced two (2) occasions shall be limited to one (1) for so long as the Company continues thereafter to be eligible to register shares pursuant to an S-3 offering. Upon the written request of any such Holder delivered to the Company within 15 days after receipt from the Company of such notification, the Company will either: (i) elect to make a primary offering in which case the rights of such Holders shall be as set forth in Section 1 above (except that the Company shall not be permitted to limit the number of shares of Registrable Stock to which may be disposed of, and registered by any Holder); or (iiiii) the intended method of disposition of such shares. (d) Upon receipt of the request of the Long-Form Initiating Holders pursuant to Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c), the Company shall give prompt written notice thereof to all other holders of Registrable Stock. Subject to the provisions of Section 2.2, the Company shall, subject to the terms of this Agreement, use its best efforts to effect cause such of the registration Registrable Securities as may be requested by any Holders (including the Holder or Holders giving the initial notice of intent to register hereunder) to be registered under the Applicable Securities Laws Act in accordance with the terms of this Section 2, all shares of Registrable Stock specified to the extent required to permit the distribution in the requests of the Long-Form Initiating Holders or the Short-Form Initiating Holders, as the case may be, and the requests (stating (i) the number of shares of Registrable Stock to be disposed of, and (ii) accordance with the intended method thereof as aforesaid. If so requested by the Holders exercising their rights for a registration under this Section 2, regardless of disposition of the form used for such shares) of other holders of shares of Registrable Stockregistration, the Company shall take such steps as applicable ("Requesting Holders") given within 30 days after receipt of are required to register such notice from the Company.Holder's

Required Registrations. (a) If, at At any time after September 13, 2000, any Preferred Holder or Holders holding at least 25% of the date hereofRegistrable Shares may request, one or more Major Investor(s) in writing, that is a holder of L-3 Registrable Stock proposes to the Company effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Preferred Holder or Holders having an aggregate offering price to the form public, based on the then current market price or fair value, of registration statement under at least (A) $15,000,000, in the Applicable Securities Laws to be usedevent of an initial public offering, or (B) $10,000,000, in the event of any subsequent public offering or (ii) the number of shares of L-3 Registrable Stock to be disposed of, and on Form S-3 (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at or any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at any time after the earlier of (i) January 2, 2001 and (ii) the consummation of a Public Offering, provided that the Company is entitled to file a registration statement on a Short-Form Registration Statement, any holder(ssuccessor form) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have Shares owned by such Preferred Holder or Holders having an aggregate offering price of at least $1,000,000 (based on the "Short-Form Initiating Holders"then current market price or fair value). If the Preferred Holder or Holders initiating the registration intend(s) to distribute the Registrable Shares by means of an underwriting, then such holder(s) of Registrable Stock may request Preferred Holder or Holders shall so advise the Company in writing to effect its request. In the event such registration under is underwritten, the Applicable Securities Laws, stating (i) the form right of other Preferred Holders to participate in such registration statement under the Applicable Securities Laws to shall be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition of conditioned on such shares. (d) Preferred Holders' participation in such underwriting. Upon receipt of the request of the Long-Form Initiating Holders pursuant to Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c)any such request, the Company shall promptly give prompt written notice thereof of such proposed registration to all other holders Preferred Holders. Such Preferred Holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Preferred Holders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Preferred Holders may not be included in the offering, then all Preferred Holders who have requested registration shall participate in the registration pro rata based upon the number of Registrable StockShares which they have requested to be so registered. Subject to the provisions of Section 2.2Thereupon, the Company shall, subject to the terms of this Agreementas expeditiously as possible, use its reasonable best efforts to effect the registration under the Applicable Securities Laws on Form S-1, Form S-2 or Form S-3 (or any successor form) of all shares of Registrable Stock specified in Shares which the requests of the Long-Form Initiating Holders or the Short-Form Initiating Holders, as the case may be, and the requests Company has been requested to so register. (stating b) The Company shall not be required to effect more than two registrations pursuant to clause (i) of paragraph (a) above; provided, however, that such obligation shall be deemed satisfied only when a registration statement covering the number applicable Registrable Shares shall have (i) become effective and, if such method of shares of disposition is a firm commitment underwritten public offering, all such Registrable Stock to be disposed ofShares have been sold pursuant thereto, and or (ii) been withdrawn at the intended method request of disposition the Preferred Holders requesting such registration (other than as a result of such shares) of other holders of shares of Registrable Stock, as applicable ("Requesting Holders") given within 30 days after receipt of such notice from the Company.information

Required Registrations. (a) If, at any time after the date hereof, one or more Major Investor(s) that is a holder of L-3 Registrable Stock proposes The election to effect an Initial Public Offering under the provisions of Section 6(a) of the Strategic Stockholders Agreement shall constitute a required registration under the provisions of any this Paragraph 2, even if no shares of Registrable StockStock are included therein; provided, however, -------- ------- that in the event of any conflict between the provisions of this Agreement and the Strategic Stockholders Agreement, the terms of the Strategic Stockholders Agreement shall take precedence. (b) If Shareholders who are the beneficial owners of not less than 10% of the then outstanding shares of Registrable Stock propose to offer to sell, or otherwise transfer at least the lesser of (x) 50% of the Registrable Stock then outstanding or (y) a number of shares of Registrable Stock which such holders in their good faith discretion determine would have an anticipated aggregate offering price (net of underwriting discounts and commissions) of at least [$15] million pursuant to a Long-Form Registration StatementStatement not less than six months after the effective date of the Initial Public Offering, then such Major Investor(s) Shareholders may request the Company in writing to effect registration of shares of Registrable Stock and such registration under the Applicable Securities Laws, stating (i) request shall include the form of registration statement under the Applicable Securities Laws Act to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at any time after the earlier of (i) January 2, 2001 and (ii) the consummation of a Public Offering, provided that the Company is entitled to file a registration statement on a Short-Form Registration Statement, any holder(s) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have an aggregate offering price of at least $1,000,000 (the "Short-Form Initiating Holders"), then such holder(s) of Registrable Stock may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed ofof and the intended method of disposition of such shares. (c) If the Corporation is then entitled to file registration statements under the Securities Act relating solely to outstanding securities to be offered for the account of Persons other than the issuer on a Short-Form Registration Statement, and (iii) Shareholders who are the beneficial owners of not less than 5% of the then outstanding shares of Registrable Stock propose to offer to sell or otherwise transfer any shares of Registrable Stock pursuant to a Short-Form Registration Statement, then such Shareholders may request the registration of shares of Registrable Stock and such request shall include the form of registration statement under the Securities Act to be used, the number of shares of Registrable Stock to be disposed of and the intended method of disposition of such shares. (d) Upon receipt of the request of any of the Long-Form Initiating Holders Shareholders pursuant to Section 2.1(aParagraphs 2(a), 2(b) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c2(c), above, the Company Corporation shall give prompt written notice thereof to all other holders of Registrable StockStock and to all other holders of Securities who have the contractual right to include all or any portion of their shares in the registration (the "Other Holders"). Subject to the provisions of Section 2.2Paragraph 3 below, the Company shall, subject to the terms of this Agreement, Corporation shall use its best efforts promptly to effect the registration under the Applicable Securities Laws Act of all shares of Registrable Stock specified in the requests of the Long-Form Initiating Holders such Shareholders or the Short-Form Initiating Holders, as the case may berequests of such additional Shareholders, and all Securities specified in the requests (stating (i) the number of shares of Registrable Stock to be disposed of, and (ii) the intended method of disposition of such shares) Other Holders; provided, the requests of other holders such additional Shareholders, or -------- the requests of shares of Registrable Stock, as applicable ("Requesting Holders") given such Other Holders are delivered to the Corporation within 30 10 days after receipt of such notice from the CompanyCorporation, and indicate the number of shares of Registrable Stock or Securities, as the case may be, to be sold by such additional Shareholders or such Other Holders. (e) Notwithstanding anything to the contrary contained in this Paragraph 2, no person (as defined, for these purposes, in Rule 144(a)(2) of the Commission) who then beneficially owns 1% or less of the then outstanding Securities (including the Registrable Stock) may request (either as a Shareholder or Other Holder) that any of its shares of Registrable Stock be included in any registration statement filed by the Corporation pursuant to this Paragraph 2 unless, in the opinion of counsel for the Corporation, such person's intended disposition of Registrable Stock could not be effected within 365 days of the date of said opinion without registration of such shares under the Securities Act (assuming, for this purpose, that if "current public information" (as defined in Rule 144(c) of the Commission under the Securities Act) is available with respect to the Corporation as of the date of such opinion, it will remain so available for such 365-day period).

Required Registrations. If on any two (a2) If, at any time occasions 180 days after the date hereofconsummation of the IPO, one or more Major Investor(sHolders holding in the aggregate, 25% of the Registrable Securities outstanding from time to time (hereinafter referred to as the "Initiating Holders") that is a holder of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request notify the Company in writing that they intend to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws offer or cause to be used, offered for public sale all or any portion of their Registrable Securities with an aggregate anticipated offering price (iibefore any underwriters' discounts or commissions) of at least an amount greater than $10,000,000 (any such notice to specify the number of shares of L-3 Registrable Stock Securities to be disposed of, of and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at any time after the earlier of (i) January 2, 2001 and (ii) the consummation of a Public Offering, provided that the Company is entitled to file a registration statement on a Short-Form Registration Statement, any holder(s) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have an aggregate offering price of at least $1,000,000 (the "Short-Form Initiating Holders"distribution), then such holder(s) of Registrable Stock may request the Company in writing will notify all Holders entitled to effect such notice of a proposed registration under the Applicable Securities Laws, stating (i) the form Section 1 above of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition its receipt of such shares. notification from the Initiating Holders and will allow such Holders thirty (d30) days to exercise their rights hereunder. Upon receipt the expiration of such thirty (30) day period (or earlier, with the written consent of Holders holding in aggregate 25% in interest of the request of the Long-Form Initiating Holders pursuant to Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(cRegistrable Securities), the Company shall give prompt written notice thereof will either: (A) elect to all other holders of make a registered primary offering including Registrable Stock. Subject to the provisions of Section 2.2Securities on Form S-1 or equivalent form (including, when the Company shallis eligible, subject a Form S-3 with additional information concerning the business of the Company, its finances and its management as the Holders or underwriters participating in an underwritten offering may reasonably request for purposes of marketing the securities) in which case the rights of such Holders (including the Initiating Holders) will be as set forth in Section 1 above (except that the Company will not be permitted to include securities for its own account unless at least 50% of the terms total number of this Agreement, securities requested to be included by the Holders (including the Initiating Holders) are so included); or (B) use its best efforts to effect cause such of the registration Registrable Securities as may be requested by any Holders (including the Initiating Holders) to be registered under the Applicable Securities Laws Act on Form S-1 or equivalent form (including a Form S-3 as described above) and in accordance with the terms of this Section 2, all shares to the extent required to permit the distribution of such Registrable Stock specified Securities in the requests of the Long-Form Initiating Holders or the Short-Form Initiating Holders, as the case may be, and the requests (stating (i) the number of shares of Registrable Stock to be disposed of, and (ii) accordance with the intended method of disposition of such shares) of other holders of shares of Registrable Stock, as applicable ("Requesting Holders") given within 30 days after receipt of such notice set forth in the notification from the CompanyInitiating Holders.

Required Registrations. (a) If, at any time after the date hereof, one or more Major Investor(s) that is a holder of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at At any time after the earlier of (i) January 2, 2001 and the fourth (4th) anniversary of the date of this Agreement or (ii) six (6) months after the consummation closing of a the Qualifying Public Offering, provided a Purchaser or Purchasers holding in the aggregate at least twenty percent (20%) of the Registrable Shares may together request, in writing, that the Company is entitled effect the registration on Form S-1 (or any successor form) of Registrable Shares having an aggregate anticipated offering price, net of underwriting discounts and commissions, of at least $5,000,000 (based on the market price or fair value on the date of such request). The Company shall not be required to effect more than two (2) registrations (that have been declared and ordered effective by the Commission) pursuant to this Section 2.1(a). (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Purchaser or Purchasers holding at least ten percent (10%) of the Registrable Shares may request, in writing, that the Company effect the registration statement on a Short-Form Registration Statement, any holder(sS-3 (or such successor form) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares of Registrable Stock that are reasonably expected to have Shares having an aggregate anticipated offering price of at least $1,000,000 (the "Short-Form Initiating Holders"), then such holder(s) of Registrable Stock may request the 2,000,000. The Company in writing shall not be required to effect such registration under the Applicable Securities Laws, stating more than two (i2) the form of registration statement under the Applicable Securities Laws registrations in any twelve (12) month period pursuant to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition of such sharesthis Section 2.1(b). (dc) Upon receipt of the any request of the Long-Form Initiating Holders for registration pursuant to this Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c)2.1, the Company shall promptly give prompt written notice thereof of such proposed registration to all Purchasers other holders of Registrable Stockthan the Initiating Holders. Subject Such Purchasers shall have the right, by giving written notice to the provisions Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Purchasers may request in such notice of election, subject in the case of an underwritten offering to the terms of Section 2.22.1(d). Thereupon, the Company shall, subject to the terms of this Agreementas expeditiously as possible, use its best efforts to effect the registration under the Applicable Securities Laws on an appropriate registration form of all shares of Registrable Stock specified Shares which the Company has been requested to so register; provided, however, that in the requests case of a registration requested under Section 2.1(b), the Long-Company will only be obligated to effect such registration on Form S-3 (or any successor form). (d) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) or the Short-Form Initiating Holders(b), as the case may be, and the requests Company shall include such information in its written notice referred to in Section 2.1(c). In such event, the right of any other Purchaser to include its Registrable Shares in such registration pursuant to Section 2.1(a) or (stating b), as the case may be, shall be conditioned upon such other Purchaser’s participation in such underwriting on the terms set forth herein. All Purchasers including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters selected for such underwriting by the Company and approved by a majority of the Initiating Holders, which such approval will not be unreasonably withheld, conditioned, or delayed; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Purchasers materially greater than the obligations of the Purchasers pursuant to Section 2.5. If any Purchaser who has requested inclusion of its Registrable Shares in such registration as provided above disapproves of the terms of the underwriting, such Purchaser may elect, by written notice to the Company, to withdraw its Registrable Shares from such Registration Statement and underwriting. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of Registrable Shares to be included in the Registration Statement and underwriting shall be allocated among all Purchasers requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a) or (i) b), as the case may be; provided, however, that the number of shares of Registrable Stock Securities to be disposed ofincluded in such underwriting and registration shall not be reduced unless all other securities of the Company are first entirely excluded from the underwriting and registration. If any Purchaser would thus be entitled to include more Registrable Shares than such Purchaser requested to be registered, and the excess shall be allocated among other requesting Purchasers pro rata in the manner described in the preceding sentence. (iie) The Company shall not be required to effect any registration within six (6) months after the intended method effective date of disposition the Registration Statement relating to the Qualifying Public Offering. For purposes of this Section 2.1(e), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, less than thirty-five percent (35%) of the total number of Registrable Shares that Purchasers have requested to be included in such Registration Statement are so included. (f) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company’s Board of Directors, would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a period not in excess of ninety (90) days from the date of such sharesrequest, such right to delay a request to be exercised by the Company not more than twice in any twelve (12) of other holders of shares of Registrable Stock, as applicable ("Requesting Holders") given within 30 days after receipt of such notice from the Companymonth period.

Required Registrations. (a) If, at any time after the date hereof, one or more Major Investor(s) that is a holder of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at At any time after the earlier of (iA) January 2December 31, 2001 and (ii) 2007 or the consummation end of the nine-month period commencing on the Initial Public Offering pursuant to a Public OfferingRegistration Statement, provided T2 may request, in writing, that the Company is entitled to file effect a tax-free conversion of the Company into a corporation and the subsequent registration statement on a Short-Form Registration StatementS-1, or if available, Form S-2 (or any holder(ssuccessor form) of Registrable Stock proposes to effect the registration of, pursuant to a Short-Form Registration Statement, shares all or any part of Registrable Stock that are reasonably expected to have Shares owned by T2 having an aggregate offering price of at least $1,000,000 500,000 (based on the "Short-then current market price or fair value). If T2 intends to distribute the Registrable Shares by means of an underwriting, it shall so advise the Company in their request of such intention and of their selection of an underwriter (which selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld). (ii) At any time after the Company becomes eligible to file a Registration Statement on Form Initiating Holders"S-3 (or any successor form relating to secondary offerings), then such holder(s) of Registrable Stock T2 may request the Company Company, in writing writing, to effect the registration on Form S-3 (or such registration under the Applicable Securities Lawssuccessor form), stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and Shares having an aggregate offering price of at least $500,000 (iii) based on the intended method of disposition of such shares. (d) Upon receipt of the request of the Long-Form Initiating Holders pursuant to Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(ccurrent public market price), the Company shall give prompt written notice thereof to all other holders of Registrable Stock. Subject to the provisions of Section 2.2Thereupon, the Company shall, subject to the terms of this Agreementas expeditiously as possible, use its best efforts to effect to the registration under the Applicable Securities Laws of all Registrable Shares which the Company has been requested to register. (iii) The Company shall not be required to effect more than two registrations pursuant to subsection (b)(i) above, but there shall be no numerical limitation on the number of registrations that the Company shall be required to affect pursuant to subsection (b)(ii) above; provided however, only the first three registrations pursuant to subsection (b)(ii) above will be at Company’s expense with additional such registrations to be at the expense of the holders of the shares to be registered. (iv) If at the time of any request to register Registrable Stock specified Shares pursuant to this Section, the Company is engaged or has bona fide plans to engage, within 30 days of the time of the request, in a registered public offering as to which T2 may include Registrable Shares pursuant to subsection (b) or is engaged in any other activity which, in the requests good faith determination of the Long-Form Initiating Holders Board, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of three months from the effective date of such offering or the Short-Form Initiating Holdersdate of commencement of such other material activity, as the case may be, and the requests (stating (i) the number of shares of Registrable Stock to be disposed of, and (ii) the intended method of disposition of such shares) of other holders of shares of Registrable Stock, as applicable ("Requesting Holders") given within 30 days after receipt of such notice from the Company.

Required Registrations. (a) If, at any time after the date hereof, one or more Major Investor(s) that is a holder of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at At any time after the earlier of November 18, 2000 or the closing of the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement, Stockholders (iother than the Founders) January 2holding in the aggregate at least 35% of the Registrable Shares held by the Stockholders (other than the Founders) may request, 2001 and (ii) the consummation of a Public Offeringin writing, provided that the Company is entitled to file a effect the registration statement on a Short-Form Registration Statement, S-1 or Form S-2 (or any holder(ssuccessor form) of Registrable Stock proposes Shares owned by such Stockholders having an aggregate offering price of at least $5,000,000 (based on the market price or fair value at the time of such request). If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration ofon Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), pursuant a Stockholder or Stockholders may request the Company, in writing, to a Short-effect the registration on Form Registration StatementS-3 (or such successor form), shares of Registrable Stock that are reasonably expected to have Shares having an aggregate offering price of at least $1,000,000 (based on the "Short-Form Initiating Holders"), then such holder(s) of Registrable Stock may request public market price at the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition time of such shares. (d) Upon receipt of the request of the Long-Form Initiating Holders pursuant to Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(crequest), the Company shall give prompt written notice thereof to all other holders of Registrable Stock. Subject to the provisions of Section 2.2Thereupon, the Company shall, subject to the terms of this Agreementas expeditiously as possible, use its best efforts to effect the registration under the Applicable Securities Laws on Form S-3 (or such successor form) of all shares Registrable Shares which the Company has been requested to so register. (c) The Company shall not be required to effect more than two registrations pursuant to paragraph (a) above or more than three registrations pursuant to paragraph (b) above; PROVIDED, HOWEVER, that such obligation shall be deemed satisfied only when a registration statement covering the applicable Registrable Shares shall have (i) become effective or (ii) been withdrawn at the request of the Stockholders requesting such registration (other than as a result of information concerning the business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested). (d) If at the time of any request to register Registrable Stock specified Shares pursuant to this Section 1, the Company is engaged or has plans to engage within 90 days of the time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the requests good faith determination of the Long-Form Initiating Holders Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of three months from the effective date of such offering or the Short-Form Initiating Holdersdate of commencement of such other material activity, as the case may be, and the requests (stating (i) the number of shares of Registrable Stock such right to delay a request to be disposed of, and (ii) exercised by the intended method of disposition of such shares) of other holders of shares of Registrable Stock, as applicable ("Requesting Holders") given within 30 days after receipt of such notice from the CompanyCompany not more than once in any 12-month period.

Required Registrations. (a) If, at any time after the date hereof, one or more Major Investor(s) that is a holder of L-3 Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of L-3 Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the L-3 Registrable Stock then outstanding. (b) If, at any time after the earlier to occur of (i) the consummation of the Public Offering, and (ii) March 31, 2001, one or more Major Investor(s) that is a holder of not less than 20% of the Existing Holder Registrable Stock proposes to effect the registration of any shares of Registrable Stock, pursuant to a Long-Form Registration Statement, then such Major Investor(s) may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (A) the form of registration statement under the Applicable Securities Laws to be used, (B) the number of shares of Existing Holder Registrable Stock to be disposed of, and (C) the intended method of disposition of such shares; provided, however, that such Major Investor(s) include in such registration 5% of the Existing Holder Registrable Stock then outstanding. (c) If at At any time after the earlier of June 9, 2000, or the closing of the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement, (i) January 2a Stockholder or Stockholders holding in the aggregate at least 50% of the Existing Holders Registrable Shares may request, 2001 in writing, that the Company effect the registration on Form S-1 or Form S-2 (or any successor form) of Existing Holders Registrable Shares owned by such Stockholder or Stockholders that is either at least 25% of the Existing Holders Registrable Shares or with an aggregate offering price of at least $10,000,000 (based on the then-current market price or the reasonably anticipated price to the public) and (ii) a Stockholder or Stockholders holding in the consummation aggregate at least 50% of a Public Offeringthe Purchaser Registrable Shares may request, provided in writing, that the Company is entitled to file a effect the registration statement on a Short-Form Registration Statement, S-1 or Form S-2 (or any holder(ssuccessor form) of Purchaser Registrable Stock proposes Shares owned by such Stockholder or Stockholders that is either at least 25% of the Purchaser Registrable Shares or with an aggregate offering price of at least $10,000,000 (based on the then-current market price or the reasonably anticipated price to the public). If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in their request and the Company shall have the right to approve the underwriter, which approval shall not be unreasonably withheld. In the event such registration is underwritten, the right of other Stockholders to participate shall be conditioned on such other Stockholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration ofon Form S-1 or Form S-2 (or any successor form) of all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), pursuant a Stockholder or Stockholders may request the Company, in writing, to a Short-effect the registration on Form Registration StatementS-3 (or such successor form), shares of Registrable Stock that are reasonably expected to have Shares having an aggregate offering price of at least $1,000,000 (based on the "Short-Form Initiating Holders"then current public market price), then such holder(s) of Registrable Stock may request the Company in writing to effect such registration under the Applicable Securities Laws, stating (i) the form of registration statement under the Applicable Securities Laws to be used, (ii) the number of shares of Registrable Stock to be disposed of, and (iii) the intended method of disposition of such shares. (d) . Upon receipt of the request of the Long-Form Initiating Holders pursuant to Section 2.1(a) or 2.1(b) or the Short-Form Initiating Holders pursuant to Section 2.1(c)any such request, the Company shall promptly give prompt written notice thereof of such proposed registration to all other holders Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable StockShares which they have requested to be so registered. Subject to the provisions of Section 2.2Thereupon, the Company shall, subject to the terms of this Agreementas expeditiously as possible, use its best efforts to effect the registration under the Applicable Securities Laws on Form S-3 (or such successor form) of all shares Registrable Shares which the Company has been requested to so register. The Company shall have the right to approve any underwriter, which approval shall not be unreasonably withheld (if any) chosen to underwrite any such registration on Form S-3 (or any such successor form). (c) The Company shall not be required to (i) effect at the request of any holder of Existing Holders Registrable Stock specified Shares more than three registrations pursuant to paragraph (a) above or more than three registrations pursuant to paragraph (b) above or (ii) to effect at the request of any holder of Purchaser Registrable Shares more than three registrations pursuant to paragraph (a) above or more than three registrations pursuant to paragraph (b) above. In addition, the Company shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of any other Registration Statement of the Company, except that such time period will be twelve months in the requests case of an initial public offering of shares by the Company. (d) If at the time of any request to register Registrable Shares pursuant to this Section 2, the Company is engaged or has fixed plans to engage within 30 days of the Long-Form Initiating Holders time of the request in a registered public offering as to which the Stockholders may include Registrable Shares pursuant to Section 3 or is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 150 days from the effective date of such offering or the Short-Form Initiating Holdersdate of commencement of such other material activity, as the case may be, and the requests (stating (i) the number of shares of Registrable Stock such right to delay a request to be disposed of, and (ii) exercised by the intended method of disposition of such shares) of other holders of shares of Registrable Stock, as applicable ("Requesting Holders") given within 30 days after receipt of such notice from the CompanyCompany not more than once in any one-year period.