Common use of Demand Registration Clause in Contracts

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have the right to request registration under the Securities Act, of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have the right to request registration under the Securities Act, The Holders of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more not less than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged then held by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders all Holders shall have the right right, during the period (the "Registration Period") commencing on the date of this Agreement and ending as to withdraw his or its request for such registration by giving notice to ANTEC within 15 days each Holder on the later of (x) the third anniversary of the date of this Agreement and (y) if such Holder is an Affiliated Holder, the date such Holder shall cease to be an Affiliated Holder, by written notice of postponement. In (the event that all "Demand Notice") given to the Company, to request the Company to register under and in accordance with the provisions of the Selling Stockholders withdraw their request, such request shall not be counted for purposes Securities Act all or any portion of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to designated by such Selling StockholderHolders; should all Selling Stockholders who are participating in such registration so withdrawprovided, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the aggregate number of Registrable Shares requested to be registered pursuant to any Demand Notice and pursuant to any related Demand Notices received pursuant to the following sentence shall be at least 4,000,000 or the remaining Registrable Shares, if less. For purposes of this Agreement, a Holder shall be deemed to hold as of any relevant date all Registrable Shares issuable upon conversion of any Exchange Preferred Stock then held by such Holder. Upon receipt of any such Demand Notice, the Selling StockholderCompany shall promptly notify all other Holders of the receipt of such Demand Notice and allow them the opportunity to include Registrable Shares held by them in the proposed registration by submitting their own Demand Notice. Without limiting the foregoingIn connection with any Demand Registration in which more than one Holder participates, in no the event that such Demand Registration involves an underwritten offering and the managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total number of Registrable Shares to be included in such offering exceeds the amount that can be sold in (or during the time of) such offering without delaying or jeopardizing the success of such offering (including the price per share of the Registrable Shares to be sold), then the amount of Registrable Shares to be offered for the account of such Holders shall a Selling Stockholder be required to reduce reduced pro rata on the basis of the number of Registrable Shares requested to be registered by each such Selling Stockholder Holder or on such other basis as the Holders may agree. The Holders as a group shall be entitled to three Demand Registrations pursuant to this Section 1 hereof as a result of the inclusion in any 2(a)(i). Any Demand Registration Statement of Common Stock that does not become effective or other securities of ANTEC to be offered and sold is not maintained for the account period (whether or not continuous) specified in Section 2(c) (or such shorter period as shall terminate when all the Registrable Shares covered by such Demand Registration have been sold pursuant thereto) shall not reduce the number of any Piggy-Back SellerDemand Registrations available to the Holders hereunder.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee"Subject to Section 1.2(d) (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as Section ------------------- 1.2(e), if twelve months have elapsed from the "Stockholders") shall at any time have the right to request registration under the Securities Act, date of the Shares Stock Purchase Agreement and any securities issued in exchange for the Company has yet to consummate a Public Offering on Form S-1 or in respect of such Shares whether pursuant to a stock dividendForm SB-2, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as if the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of Company shall have received a written request for registration hereundertherefor from the record holder or holders of an aggregate of at least 51% of the Registrable Securities issued or issuable to the holders of Preferred Stock, ANTEC the Company shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration prepare and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover covering such number of Registrable Securities as are the Registrable Shares specified in the initial written subject of such request and shall use its best efforts to cause such registration statement to become effective; provided, however, that the registration requested pursuant to this Section 1.2 can only be requested if the Company has not consummated a Public Offering prior to the requested registration. Upon the receipt of a registration request meeting the requirements of this Section 1.2, the Company shall promptly give written notice to all other record holders of Registrable Securities that such registration is to be effected. The Company shall include in any such registration statement such additional Registrable Securities as such other record holders request within thirty (30) days after the date of the Company's written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause to them. If (i) hereofthe holders of a majority of the Registrable Securities for which registration has been requested pursuant to this Section 1.2 determine for any reason not to proceed with the registration at any time before the related registration statement has been declared effective by the Commission, (ii) such registration statement, if theretofore filed with the Commission, is withdrawn and (iii) the holders of the Registrable Securities subject to such registration statement agree to bear their own Registration Expenses incurred in connection therewith and to reimburse the Company for the Registration Expenses incurred by it in such connection or if such registration statement, if theretofore filed with the Commission, is withdrawn at the initiative of the Company, then the holders of the Registrable Securities shall not be deemed to have exercised their demand registration right pursuant to this Section 1.2. (b) The method of disposition of all Registrable Securities included in such registration shall be an underwritten offering. The managing underwriter of any such offering shall be selected by the Company. If in the good faith judgment of the managing underwriter of the Public Offering, the inclusion of all of the Registrable Securities the registration of which has been requested would interfere with their successful marketing, the number of Registrable Securities to be included in the offering shall be reduced, pro --- rata, among the requesting holders thereof in proportion to the number of ---- Registrable Securities included in their respective requests for registration. Registrable Securities that are so excluded from the underwritten Public Offering shall be withheld by the holders thereof for such period, not exceeding one hundred and twenty (120) days, that the managing underwriter reasonably determines is necessary to effect the Offering. The Company shall have the right to include any securities in a registration statement to be filed as part of a demand registration pursuant to this Section 1.2. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares The Company shall be obligated to prepare, file and cause to be effective only one (a "Selling Stockholder"1) registration statement pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof1.2. (d) ANTEC shall be entitled to postponeNotwithstanding the foregoing, for a reasonable period the Company may delay initiating the preparation and filing of time, but in no event in excess of 120 days after its receipt of an initial request for any registration statement requested pursuant to this Agreement, Section 1.2 for a period not to exceed one hundred eighty (180) days if in the filing good faith judgment of any Registration Statement, if at the time it received Company's Board of Directors effecting the registration would adversely affect a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with proposed Public Offering by the Company or would require the premature disclosure of any financing, acquisition, corporate reorganizationdisposition of assets or stock, merger or other material comparable transaction or development involving ANTEC or any would require the Company to make public disclosure of its affiliates and gives information the Selling Stockholders written notice public disclosure of such determination. If ANTEC shall postpone which would have material adverse effect on the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunderCompany. (e) Each Selling Stockholder mayNotwithstanding anything to the contrary contained herein, before and without limitation as to the rights of the Company to include in a demand registration securities for sale for its own account as provided in Section 1.2(a), at any time within thirty (30) days after receiving a demand for registration, the Company may elect to effect an underwritten primary registration in lieu of the requested registration. If the Company so elects, the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a Registration Statement becomes effectiveregistration and shall afford such holders the rights contained in Section 1.3 with respect to "piggyback" registrations. In such event, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such demand for registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registrationbeen withdrawn. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (Further, on a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as one-time basis only, during the "Stockholders") shall at any time have period commencing with the right to request registration under the Securities Act, effective date of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such Company's initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities 1933 Act and ending five (a "Registration Statement"5) which shall cover years after the Registrable Shares specified in date of this Warrant, upon request by the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days Holder or Holders of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority in interest of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares underlying Agents' Warrants issued pursuant to the Agency Agreement, and of any shares acquired upon exercise of the Agents' Warrants, the Company will promptly take all necessary steps to register or qualify, under the 1933 Act and the securities laws of such states as the Holders may reasonably request, such number of Warrant Shares issued and to be issued upon exercise of the Warrants requested by such Holders in their request to the Company. If Form S-3 is not available, the Company will have no obligation to effect the registration provided for by this Section 9(b) until such time as Form S-3 is available. After a demand for registration has been made by a Holder or Holders of the requisite number of Agents' Warrants or Warrant Shares, the Company will give written notice of the demand registration to all Holders of this Warrant, of any Warrants issued pursuant to Section 2 and/or Section 3(a) hereof, and of any Warrant Shares and, on the written request of any such Holder given within twenty (20) days after receipt of any such notice (which request shall specify the Warrant Shares intended to be sold or disposed of by such Holder), the Company will cause all such Warrant Shares, the Holders of which shall have requested the registration or qualification thereof, to be included in such Registration Statement by all Piggy-Back Sellers demand registration statement. With respect to a demand registration statement pursuant to this Section 9(b), the selling Holders shall pay the fees and disbursements of special counsel and accountants for the selling Holders, and underwriting discounts or commissions and transfer taxes applicable to the amount that such managing underwriter determines would not adversely affect selling Holders' shares, and the offering Company shall pay all other costs and expenses of the number registration, including but not limited to all registration, filing and NASD fees, printing expenses, fees and disbursements of Registrable Shares requested counsel and accountants for the Company, all internal expenses, and legal fees and disbursements and other expenses of complying with state securities laws of any jurisdictions in which the securities to be offered are to be registered by or qualified. The Company shall keep effective and maintain any registration, qualification, notification, or approval specified in this Section 9(b) for such period as may be reasonably necessary for such Holder or Holders of such Warrant Shares to dispose thereof and from time to time shall amend or supplement the Selling Stockholderprospectus used in connection therewith to the extent necessary in order to comply with applicable law. Without limiting The Company need not maintain the foregoingeffectiveness of any such registration, in no event shall a Selling Stockholder be required to reduce qualification, notification or approval, whether or not at the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result request of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for Holders, more than nine (9) months following the account of any Piggy-Back Sellereffective date thereof.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred Subject to individually as a "Stockholder" and collectively as the "Stockholders") provisions of this Article II, Black Canyon shall at any time have the right (the “Demand Right”) to request registration under the Securities Act, Act of all or any portion of the Shares Registrable Securities held by any of the Black Canyon Entities and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise their respective Affiliates (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares"“Requesting Holders”) upon the terms and subject by delivering a written notice to the conditions principal business office of the Company, which notice identifies the Requesting Holders and specifies the number of Registrable Securities to be included in such registration (the “Registration Request”). Subject to the restrictions set forth in Section 2.2(d), the Company will thereupon use its best efforts to effect the registration (a “Demand Registration”) under the Securities Act on any form available to the Company of: (i) the Registrable Securities requested to be registered by the Requesting Holders; and (ii) any securities of the Company proposed to be included in such registration by the holders of registration rights granted other than pursuant to this AgreementAgreement (the “Other Registration Rights”). (b) Upon receipt by ANTEC At any time prior to the effective date of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under relating to a Demand Registration, Black Canyon may revoke such Demand Registration request by providing a notice to the Securities Act (a "Company revoking such request. The Company shall be liable for and pay all Registration Statement") which Expenses in connection with any Demand Registration. Except as otherwise set forth herein, there shall cover be no limit to the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days number of its giving the notice specified in clause (i) hereofDemand Registrations that Black Canyon may request. (c) If so requested by any Stockholder requesting participation in a public offering the sole or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall a Demand Registration advises the Company in writing that in its opinion the number of Registrable Securities and other securities requested to be a nationally recognized investment banking firm selected included exceeds the number of Registrable Securities and engaged other securities that can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, the Company will include in such registration the greatest number of (i) Registrable Securities proposed to be registered by the Selling Stockholders holders thereof, (ii) securities having Other Registration Rights that are pari passu with the demand rights granted in respect of Registrable Securities hereunder proposed to be registered by the holders thereof and approved (iii) securities proposed to be registered by ANTECthe Company for its own account, which approval shall not which, in the opinion of such underwriters, can be unreasonably withheld. ANTEC shall enter into sold in such offering without adversely affecting the same underwriting agreement distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, ratably among the holders of Registrable Securities, the holder of such Other Registration Rights and the Company, based (A) as shall between the Selling StockholdersCompany and such holders requesting registration, containing representationson the respective amounts of securities requested to be registered, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect (B) as among the holders requesting registration (whether the Requesting Holders or otherwise), on the respective amounts of Registrable Securities (whether requested to secondary distributions. ANTECbe registered pursuant to Sections 2.1, 2.2 or 2.3) and securities subject to such Other Registration Rights, as a condition to fulfilling its obligations under this Agreement the case may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC be, held by the underwriters specifically for use in the preparation thereofeach such holder. (d) ANTEC shall Any Demand Registration requested must be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered managed by an underwriter or underwriters of recognized national standing selected by Black Canyon and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion reasonably acceptable to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back SellerCompany.

Demand Registration. (a) Investor Upon written notice provided at any time after the date hereof from any Holder of Registrable Securities requesting that Nabisco effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder, which notice shall specify the intended method or methods of disposition of such Registrable Securities, Nabisco shall use its best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if Nabisco is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering); provided that: (i) with respect to any registration statement filed, or to be filed, pursuant to this Section 3.01, if Nabisco shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board of Directors of Nabisco (adopted by the affirmative vote of a majority of the directors not designated by the Holdings Entities) stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Nabisco's reasonable control of any required financial statements, or any person acquiring by transfer any Shares other event or condition of similar significance to Nabisco) be significantly disadvantageous (a "Permitted TransfereeDisadvantageous Condition") (Investor to Nabisco for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Nabisco shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such Permitted registration statement, until such Disadvantageous Condition no longer exists (notice of which Nabisco shall promptly deliver to such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall promptly discontinue use of the prospectus contained in such registration statement and, if so directed by Nabisco, each such Holder will deliver to Nabisco all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing of any such registration statement may not be delayed for a period in excess of six months due to the occurrence of any particular Disadvantageous Condition; (ii) after any Holdings Ownership Reduction, the Holders of Registrable Securities may collectively exercise their rights under this Section 3.01 on not more than three occasions (it being acknowledged that prior to any Holdings Ownership Reduction, there shall be no limit to the number of occasions on which such Holders (other than any Holdings Transferees being hereinafter referred to individually as a "Stockholder" and collectively as their Affiliates (other than Holdings Entities)) may exercise such rights); and (iii) the "Stockholders") Holders of Registrable Securities shall at any time not have the right to request exercise registration under rights pursuant to this Section 3.01 in any six-month period following the registration and sale of Registrable Securities Act, of the Shares and any securities issued in exchange for or in respect of such Shares whether effected pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect prior exercise of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth registration rights provided in this AgreementSection 3.01. (b) Upon receipt Notwithstanding any other provision of this Agreement to the contrary, a registration requested by ANTEC a Holder of a written request Registrable Securities pursuant to this Section 3.01 shall not be deemed to have been effected (and, therefore, not requested for registration hereunderpurposes of paragraph (a) above), ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and unless it has become effective, (ii) if after it has become effective such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by such Holder and, as soon as practicablea result thereof, but the Registrable Securities requested to be registered cannot be completely distributed in no event more than 45 days after receipt of such written request, file accordance with the Securities and Exchange Commission (plan of distribution set forth in the "Commission"), and use its best efforts to cause to become effective, a related registration statement under or (iii) if the Securities Act (a "Registration Statement") which shall cover the Registrable Shares conditions to closing specified in the initial written request and purchase agreement or underwriting agreement entered into in any written request from any connection with such registration are not satisfied or waived other Stockholder received than by ANTEC within 20 days reason of its giving the notice specified in clause (i) hereofsome act or omission by such Holder of Registrable Securities. (c) If so requested by In the event that any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") registration pursuant to this Section 1 3.01 shall involve, in whole or Section 2in part, an underwritten offering, the Registration Statement shall provide for delayed or continuous offering Holders of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable SharesSecurities to be registered shall have the right to designate an underwriter or underwriters as the lead or managing underwriters of such underwritten offering and, in connection with each registration pursuant to this Section 3.01, such Holders may select one counsel to represent all such Holders. (d) Nabisco shall have the public offering right to cause the registration of additional equity securities for sale for the account of any Person (including, without limitation, Nabisco and any existing or distribution former directors, officers or employees of the Nabisco Entities) in any registration of Registrable Shares under this Agreement shall be Securities requested by the Holders pursuant to paragraph (a) above; provided, that if such Holders are advised in writing (with a firm commitment underwriting, the managing underwriter of which shall be copy to Nabisco) by a nationally recognized investment banking firm selected by such Holders (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and engaged the inclusion of such additional equity securities in such registration would be likely to have an adverse effect on the price, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the Selling Stockholders and approved by ANTEC, which approval registration of such additional equity securities or part thereof shall not be unreasonably withheldpermitted. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements The Holders with respect to secondary distributions. ANTEC, as a condition the Registrable Securities to fulfilling its obligations under this Agreement be offered may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against that any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission such additional equity securities be included in the Disclosure Documents (offering proposed by such Holders on the same conditions as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, Registrable Securities that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determinationare included therein. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares Securities requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in a registration statement by the Holders thereof exceeds the number which, in the good faith view of such Registration Statement by all Piggy-Back Sellers to investment banking firm, can be sold, the amount that such managing underwriter determines would not adversely affect number shall be allocated pro rata among the offering requesting Holders on the basis of the relative number of Registrable Shares requested to Securities then held by each such Holder (provided that any number in excess of a Holder's request may be registered by reallocated among the Selling Stockholder. Without limiting the foregoing, remaining requesting Holders in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Sellerlike manner).

Demand Registration. (ai) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall at At any time have during the right to request registration under five-year period following the Securities ActEffective Time, of the Shares and any securities issued in exchange for one or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of more Requesting Purchasers may make a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "CommissionDemand Notice"), and use its best efforts to cause to become effective, a ) for registration statement under the Securities Act (a "Registration StatementDemand Registration") of any Registrable Securities (such securities are herein referred to as "Demand Securities") held by such Requesting Purchasers. The Demand Notice will specify the number of Demand Securities proposed to be sold and will also specify the intended method of disposition thereof. Once given, a Demand Notice will be irrevocable. Following receipt of a Demand Notice from such Requesting Purchasers, the Company promptly will give written notice of the requested registration to all other Purchasers, and will thereafter file a registration statement on any appropriate form which shall will cover (1) the Registrable Shares specified in Demand Securities that the initial Company has been so requested to register by such Requesting Purchasers, (2) all other Demand Securities that the Company has been requested to registered by any other Purchasers by written request given to the Company within 15 days after the Company's giving of written notice of the Requesting Purchasers' requested registration and in any written request from (3) any other Stockholder received by ANTEC within 20 days of securities the Company determines to register for its giving the notice specified in clause (i) hereofown account. (cii) If so Unless the Requesting Purchasers shall consent in writing, no party (other than the Company or any other Purchaser) shall be permitted to offer securities under any such Demand Registration. The Company shall not be required to effect more than three Demand Registrations under this Section 2(a). A registration requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, 2(a) will not be deemed to have been effected (and it shall not count as one of the three Demand Registrations) unless the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated relating thereto has become effective under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority Act; provided, however, that if, after such Registration Statement has become effective, the offering of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be Demand Securities pursuant to a firm commitment underwritingsuch registration is interfered with by any stop order, injunction or other order or requirement of the managing underwriter of which shall SEC or other governmental agency or court, such registration will be a nationally recognized investment banking firm selected deemed not to have been effected (and engaged by the Selling Stockholders and approved by ANTEC, which approval it shall not be unreasonably withheld. ANTEC shall enter into count as one of the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereofthree Demand Registrations). (diii) ANTEC shall be entitled to postponeIf the Requesting Purchasers so elect, for a reasonable period the offering of time, but in no event in excess of 120 days after its receipt of an initial request for registration Demand Securities pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for in the purposes form of Section 4 hereof unless an Underwritten Offering. If the managing underwriter or underwriters of such Selling Stockholders pay (pro rata, offering advise the Company and the Participating Purchasers that in proportion to their view the number of shares Demand Securities requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers offering is sufficiently large so as to materially and adversely affect the amount that success of such offering, the Company will include in such registration the aggregate number of Demand Securities which in the view of such managing underwriter determines or underwriters can be sold without any such material adverse effect; provided, however, that no Demand Securities may be excluded before all securities proposed to be sold by the Company and any other Person have been excluded. If any Demand Securities are excluded, such registration (iv) Notwithstanding anything in this Agreement to the contrary, the Company may postpone the filing, effectiveness, supplementing or amending of a Registration Statement (a "Demand Suspension Notice") for up to 90 days if, in the good faith judgment of the Company's Board of Directors, the registration or sale of the Demand Securities would not adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the offering Company to make public disclosure of information the number public disclosure of Registrable Shares requested which would have a material adverse effect upon the Company; provided further, however that the Company may not give more than one Demand Suspension Notice in any 12 month period. If the Company shall deliver any Demand Suspension Notice with respect to any Demand Registration, such Demand Registration shall not be registered by counted in determining whether the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be Company is required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder file more than three Demand Registrations pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Sellerthis Agreement.

Demand Registration. All expenses (aother than underwriting discounts and commissions and ADS issuance and stock transfer taxes and fees) Investor incurred in connection with registrations, filings or any person acquiring qualifications pursuant to Section 2.1 for the Rights Holder (which right may be assigned as provided in Section 2.11), including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Rights Holder selected by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as them with the "Stockholders") shall at any time have the right to request registration under the Securities Act, approval of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTECCompany, which approval shall not be unreasonably withheld, shall be borne by the Company. ANTEC In addition, the Company shall enter into be responsible for all of its internal expenses incurred in connection with the same underwriting agreement consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Selling StockholdersCompany be responsible for any underwriting, containing representationsbroker or similar fees or commissions of any Rights Holder. Notwithstanding the foregoing, warranties the Company shall not be required to bear any costs and agreements not substantially different from those customarily made by an issuer expenses provided in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require Section 2.6(a) for the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration proceeding begun pursuant to this AgreementSection 2.1, if the filing registration request is subsequently withdrawn at the request of any Registration Statementthe Rights Holder of a majority of the Registrable Securities to be registered, unless if at the time it received of such withdrawal, the Rights Holder has learned of a request therefor ANTEC determinesmaterial adverse change in the condition, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganizationbusiness, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any prospects of the Selling Stockholders shall have Company not known to the right to withdraw Rights Holder at the time of his or its request for such registration by giving notice to ANTEC within 15 days and have withdrawn his request for registration with reasonable promptness after learning of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to material adverse change (in which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, case such registration shall be deemed to have occurred for not constitute the purposes use of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder demand registration pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.2.1);

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall 2.1.1 If at any time have and from time to time on or after the right to date hereof, the Company shall receive a request from one or more Holders (such Holders, the “Requesting Shareholders”) that the Company, effect a registration under the Securities Act, Act of all or any portion of the Shares and any securities issued in exchange for or in respect Requesting Shareholder’s Registrable Securities, specifying the intended method of disposition thereof, including whether to be conducted via an underwritten offering (each such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively request shall be referred to herein as a “Demand Registration”), the "Registrable Shares") upon Company shall use its reasonable best efforts to effect, as expeditiously as possible, and in no event later than 45 Business Days after the terms receipt of such request, the filing of a Registration Statement and the effectiveness of the Demand Registration, subject to the conditions restrictions set forth in this Agreement. (b) Upon receipt by ANTEC ARTICLE II. The Company shall give reasonably prompt notice of a written request for registration hereunder, ANTEC shall Demand Registration (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more later than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified 15 Business Days or 5 Business Days in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days case of its giving a Bought Deal prior to the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution anticipated filing date of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant relating to Rule 415 promulgated under such Demand Registration) to the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements other Holders with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or all other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any Registrable Securities of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (same class as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares those requested to be registered by the Selling Stockholder. Without limiting Requesting Shareholders (all such Holders, together with the foregoingRequesting Shareholders, and any other Holders participating in no event a Demand Registration or Piggyback Registration, the “Registering Shareholders”) that such Holders have the right to request the Company to register by request received by the Company within 10 Business Days, or 2 Business Days in the case of a Bought Deal, after the date of the Company’s notice of the Demand Registration, and the Company shall a Selling Stockholder be required use reasonable best efforts to reduce the number of include all Registrable Shares Securities requested to be registered by the Registering Shareholders in such Selling Stockholder Registration Statement. Notwithstanding the foregoing, the Company shall not be obligated to effect a Demand Registration (i) unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds $30,000,000 and (ii) if the Company shall have effected a Demand Registration in which Holders had the opportunity to sell Registrable Securities within the three-month period prior to receipt of the Demand Registration. 2.1.2 At any time prior to the Public Offering Launch of a Demand Registration, the Requesting Shareholders may revoke such request, without liability to any of the other Registering Shareholders, by providing a notice to the Company revoking such request. 2.1.3 The Company shall be liable for and pay all Registration Expenses in connection with any Demand Registration, regardless of whether (i) such Demand Registration is completed or (ii) a Requesting Shareholder sells Registrable Securities pursuant to Section 1 hereof as such Demand Registration. 2.1.4 A Demand Registration shall be deemed not to have occurred: (a) unless the Public Offering Pricing has been completed and a result final Prospectus or Shelf Prospectus Supplement relating to the applicable Registration Statement containing pricing information has been filed with the Commission; provided that a Demand Registration shall be deemed not to have occurred if either (1) such Registration Statement is interfered with by any cease trade or stop order, injunction or other order or requirement of the inclusion Commission or any other governmental agency or court or (2) less than 75% of the Registrable Securities included in such Registration Statement have been sold thereunder; or (b) if the Maximum Offering Size is reduced in accordance with subsection 2.1.5 such that less than 75% of the Registrable Securities of the Requesting Shareholders sought to be included in such registration are included. 2.1.5 If a Demand Registration involves an underwritten Public Offering and the managing underwriters advise the Company and the Registering Shareholders that, in their view, the amount of Registrable Securities requested to be included in such Demand Registration (including any securities that the Company proposes to include) exceeds the largest amount of Registrable Securities that can be sold without having an adverse effect on such offering, including the price at which such Registrable Securities can be sold (the “Maximum Offering Size”), the Company shall include in such registration, in the priority listed below, up to the Maximum Offering Size: (a) first, all Registrable Securities requested to be registered by the Registering Shareholders (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Persons on the basis of the relative number of Registrable Securities beneficially owned by such Registering Shareholders); and (b) second, any securities proposed to be registered by any other Persons (including the Company), with such priorities among them as the Company shall determine. 2.1.6 The Company may postpone effecting a Demand Registration on one occasion during any period of twelve consecutive months for a reasonable time specified in the notice but not exceeding 60 days (which period may not be extended or renewed), if the Company provides a certificate signed by the principal executive officer of the Company stating that in the good faith judgement of the Board that it would be seriously detrimental to the Company and its shareholders for such Demand Registration to be effected at such time. It is agreed that the existence or anticipation of a material acquisition or financing activity will be sufficient reason for the Company to postpone a Demand Registration. 2.1.7 At any time that Holders may request a Demand Registration, upon the request of one or more Holders that satisfy the Registration Requirements, the Company shall use its reasonable best efforts to file a Registration Statement for a Shelf Registration with respect to the Registrable Securities and to cause such Shelf Registration to become effective as soon as practicable thereafter. Any request for the Company to prepare and file a Shelf Prospectus Supplement pursuant to a Shelf Registration in any underwritten Public Offering shall be deemed to be a Demand Registration subject to the provisions of subsection 2.1.1; provided, that for purposes of such Shelf Prospectus Supplement, the reference to 45 business days in subsection 2.1.1 shall be deemed to be 25 business days; provided, further that none of (x) the filing of a Shelf Prospectus or (y) the filing of Shelf Prospectus Supplement that does not relate to an underwritten Public Offering and is only for the purpose of updating a Shelf Prospectus with the identities of any selling shareholders, the amounts of securities to be sold and any related information required by the applicable Registration Statement, shall constitute a Demand Registration subject to the provisions of subsection 2.1.1; provided, further, that no Holder may request a Shelf Registration pursuant to this subsection 2.1.7 if such Holder’s Registrable Securities may, at the time of such request, be resold pursuant to a Registration Statement of Common Stock or other securities of ANTEC to be offered previously filed by the Company and sold for declared effective by the account Commission. The Company shall give notice of any Piggy-Back SellerShelf Registration pursuant to the procedures in subsection 2.1.1.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor 2.1 Subject to Sections 2.4 and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall 2.5, if at any time have after one year has elapsed from the right to request registration under date the Securities Act, of the Shares and any securities issued in exchange for or in respect of such Shares whether Company first consummates a Public Offering pursuant to a stock dividendregistration statement on Form S-1 or Form SB-2, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of Company shall receive a written request for registration hereundertherefor from the record holder or holders of an aggregate of at least 51% of the Registrable Securities, ANTEC the Company shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration prepare and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover covering such number of Registrable Securities as are the Registrable Shares specified in the initial written subject of such request and in any shall use its best efforts to cause such registration statement to become effective. Upon the receipt of a registration request meeting the requirements of this Section 2.1, the Company shall promptly give written request from any notice to all other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution record holders of Registrable Shares Securities that such registration is to be effected. The Company shall include in such registration statement such additional Registrable Securities as such other record holders request in writing within thirty (a "Selling Stockholder"30) pursuant days after the date of the Company's written notice to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering")them. If so requested by Selling Stockholders who own (a) the holders of a majority of the Registrable SharesSecurities for which registration has been requested pursuant to this Section 2.1 determine for any reason not to proceed with the registration at any time before the related registration statement has been declared effective by the Commission, (b) such registration statement, if theretofore filed with the Commission, is withdrawn and (c) the holders of the Registrable Securities subject to such registration statement agree to bear their own Registration Expenses incurred in connection therewith and to reimburse the Company for the Registration Expenses incurred by it in such connection or if such registration statement, if theretofore filed with the Commission, is withdrawn at the initiative of the Company, then the holders of the Registrable Securities shall not be deemed to have exercised their demand registration right pursuant to this Section 2.1. 2.2 At the request of the holders of a majority of the Registrable Securities to be registered, the public offering or distribution method of disposition of all Registrable Shares under this Agreement Securities included in such registration shall be pursuant to a firm commitment underwriting, an underwritten Public Offering. The managing underwriter of any such Public Offering shall be selected by the Company. If in the good faith judgment of the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreementsuch Public Offering, the filing inclusion of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw Registrable Securities the registration of which has been requested would interfere with their requestsuccessful marketing, such request shall not be counted for purposes of determining the number of registrations Registrable Securities to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should be included in the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration Public Offering shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (reduced, pro rata, among the requesting holders thereof in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be Securities included in their respective requests for registration. Registrable Securities that are so excluded from such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.underwritten

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee"Subject to the provisions of Section 2.03(c) (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall Section 3.04 hereof, at any time have and from time to time after the right to request registration under the Securities ActClosing Date, of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in event that any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in Holder holds Registrable Securities that are not registered for resale on a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or basis, any similar rule then in effect Holder that holds at least five percent (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority 5.0%) of the Registrable SharesSecurities (such holder, the public offering “Demanding Holder”), may make a written demand for Registration for all or distribution part of such Registrable Shares under this Agreement shall be pursuant to Securities on a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at which written demand shall describe the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration amount and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any type of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by all Piggy-Back Sellers the Holder of the notice from the Company. For the avoidance of doubt, to the amount that extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.02, but is not the Holder who exercises such managing underwriter determines would Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not adversely affect count as the offering exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to Section 2.03(b) below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a Shelf as soon thereafter as practicable, but not more than thirty (30) days following the Company’s receipt of the number Demand Registration, for Registration of all Registrable Shares Securities requested to be registered by the Selling StockholderDemanding Holders and Requesting Holders pursuant to such Demand Registration. Without limiting The Company shall not be obligated to effect (i) more than two (2) Registrations pursuant to a Demand Registration initiated by the foregoingSponsor, (ii) more than two (2) Registrations pursuant to a Demand Registration initiated by the Holders (other than the Sponsor) or (iii) more than four (4) Registrations pursuant to a Demand Registration in the aggregate, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion each case, in any 12-month period; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement of Common Stock or other securities of ANTEC to that may be offered and sold for the account of any Piggy-Back Selleravailable at such time has become effective.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred Subject to individually as a "Stockholder" and collectively as the "Stockholders") shall terms of this Agreement, at any time have after the right to date hereof, the Holders of at least 75% of the then outstanding Holders' Securities may request registration under the Securities ActAct of all or part of their Holders' Securities on Form S-1 or S-3 or any similar registration (other than a shelf registration); provided, that any such request shall cover either (i) at least 20% of such Holders' Securities calculated as of the Shares and date of this Agreement or (ii) such smaller number to the extent it represents all of the remaining Holders' Securities. Within ten (10) days after receipt of any securities issued in exchange for or in respect request pursuant to this Section 3.01, CB&I will give written notice of such Shares whether request to all other Holders of Holders' Securities and will include in such registration all Holders' Securities with respect to which CB&I has received written requests for inclusion within thirty (30) days after delivery of CB&I's notice. All registrations requested pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively this Section 3.01 are referred to herein as the "Registrable SharesDemand Registrations.") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and CB&I will not include in any Demand Registration any Securities which are not Holders' Securities without the written request from any other Stockholder received by ANTEC within 20 days consent of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution Holders of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall Holders' Securities to be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer included in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determinationDemand Registration. If ANTEC shall postpone the filing of any a Demand Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly is an underwritten public offering and the managing underwriter thereof determines underwriters advise CB&I in writing that in their opinion the inclusion of the number of Holders' Securities and other Securities requested to be included creates a substantial risk that the price per share of Securities will be reduced, CB&I will include in such registration, prior to the inclusion of any Securities which are not Holders' Securities, the number of Holders' Securities requested to be included which in the opinion of such underwriters can be sold without creating such a risk, pro rata among the respective Holders of Holders' Securities on the basis of the number of Holders' Securities owned by such Holders, with further successive pro rata allocations among the Holders of Holders' Securities if any such Holder of Holders' Securities has requested the registration of less than all such Holders' Securities such Holder is entitled to register. (c) Notwithstanding any of the foregoing, CB&I shall not be obligated to effect any Demand Registration as follows: (i) CB&I will not be obligated to effect more than one Demand Registration within any twelve month period; (ii) CB&I will not be obligated to effect any Demand Registration during the period starting on the date 60 days prior to CB&I's estimated date of filing of, and ending on the date 90 days immediately following the effective date of, any registration statement pertaining to Securities of CB&I sold by CB&I, provided that CB&I is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and provided further that CB&I may not, pursuant to this Section 3.01(c)(ii), delay implementation of a Demand Registration more than once in any twelve (12) month period; (iii) With respect to any Demand Registration, if (A) the Supervisory Board reasonably and in good faith determines that such filing would be materially detrimental to CB&I or require a disclosure of a material fact that might reasonably be expected to have a Material Adverse Effect on CB&I or on any plan or proposal by CB&I or any of its subsidiaries to engage in any acquisition or disposition of assets or equity securities (other than in the inclusion in such Registration Statement ordinary course of business ) or any additional shares of Common Stock merger, consolidation, tender offer, material financing or other securities significant transaction and (B) CB&I shall furnish the Holders of ANTEC Holders' Securities who have requested a Demand Registration a certificate signed by an executive officer of CB&I to such effect, CB&I may postpone for up to ninety (90) days the filing or the effectiveness of a registration statement for a Demand Registration; provided, however, that CB&I may not postpone the filing or effectiveness of a registration statement for a Demand Registration for more than ninety (90) days during any twelve (12) month period; and (iv) CB&I will not be offered obligated to effect any Demand Registration after CB&I has effected four (4) Demand Registrations pursuant to this Section 3.01, and sold for the account of any person (including ANTEC) other than such Selling Stockholder (eachregistrations have been declared or ordered effective; provided, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholderhowever, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering after consummation of the number of Registrable Shares requested First Reserve Deal, CB&I will not be obligated to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder effect any Demand Registration after CB&I has effected two (2) Demand Registrations pursuant to this Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock 3.01, and such registrations have been declared or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Sellerordered effective.

Demand Registration. (ai) Investor Request for Registration. At any time, the Holders of Purchased Shares representing not less than 25% of the aggregate number of Registrable Securities (or any person acquiring by transfer any Shares lesser amount if the request relates to all remaining Registrable Securities) (the "Demand Party") may make two written requests for registration under the Act of their Registrable Securities (a "Permitted TransfereeDemand Registration") (Investor and ); provided, that no transferee of the Investors or of any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") transferee shall at any time have the right be permitted to request registration under the Securities Act, of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 2(a) unless the right to make such a request was specifically transferred by the Investors (or Section 2, any transferee) to such transferee. Any such request shall specify the Registration Statement shall provide for delayed or continuous offering number of Registrable Shares pursuant Securities proposed to Rule 415 promulgated under be sold and will also specify the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority intended method of disposition thereof, such method of disposition to be subject to the approval of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to Company if it is other than a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, underwritten public offering (which approval shall not be unreasonably withheld). ANTEC shall enter into Subject to the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under other provisions of this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement2(a), the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders Company shall give written notice of such determinationregistration request within 10 days after the receipt thereof to all other Holders. If ANTEC Within 15 days after receipt of such notice by any Holder, such Holder may request in writing that its Registrable Securities be included in such registration (whether or not such Registrable Securities are of the same series or class as the Registrable Securities that were the subject of the original demand) and the Company shall include in the Demand Registration the Registrable Securities of any such Holder requested to be so included. Each such request shall specify the number of Registrable Securities proposed to be sold and the intended method of disposition thereof, such method of disposition to be subject to the approval of the Company if it is other than a firm commitment underwritten public offering (which approval shall not be unreasonably withheld). Upon a demand, the Company will: (x) prepare and file within 30 days after a request has been made and use its reasonable best efforts to cause to become effective as promptly as reasonably commercially practicable (but in any event use its reasonable best efforts to cause to become effective within 90 days of such demand) a Registration Statement in respect of all the Registrable Securities which Holders request for inclusion therein; and (y) keep such Registration Statement continuously effective for the shorter of (A) 90 days and (B) such period of time as all of the Registrable Securities included in such Registration Statement have been sold thereunder (the shorter of (A) or (B), the "Effectiveness Period"); provided, that if such demand occurs during a Black Out Period (as defined below) or other period (not to exceed 180 days) during which the Company is prohibited or restricted from issuing or selling securities pursuant to any underwriting or purchase agreement relating to an underwritten Rule 144A offering or registered public offering of securities (a "Lock Up Period"), the Company shall notify the Demand Party of the basis therefore and shall not be required to notify the Holders of such demand or file such Registration Statement prior to the end of the Black Out Period or Lock Up Period, as the case may be, in which event, the Company will use its reasonable best efforts to cause such Registration Statement to become effective no later than the later of (A) 150 days after the original demand and (B) 90 days after the end of the Black Out Period or Lock Up Period, as the case may be; and provided, further, that the Company may postpone the filing of any Registration Statement (and, in the case of a Pending Event Suspension Period only, suspend the effectiveness of any registration, suspend the use of any Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference (other than an effective Registration Statement being used in an underwritten offering)) (A) for a period not to exceed an aggregate of 90 days (a "Pending Event Suspension Period") in the event that (1) an event or circumstance occurs and is continuing that has not been publicly disclosed and, if not disclosed in the Registration Statement, any related Prospectus or any document incorporated therein by reference as then amended or supplemented would, in the Company's good faith reasonable judgment, result in the Registration Statement, any related Prospectus or any such document containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein, or necessary in order to make the statements therein, in the light of the Selling Stockholders circumstances under which they were made, not misleading, and (2) in the good faith judgment of the Board of Directors of the Company (the "Board"), after consultation with its outside securities counsel, the Company has a bona fide business purpose for not then disclosing the existence of such event or circumstance or (B) in the event that the Company, for its own account or the account of others, has pending or is currently engaged in the process of and proposes to register shares of Common Stock for sale in an underwritten public offering on Form ▇-▇, ▇-▇ or S-3, their successor forms or any other form under the Securities Act appropriate for a public offering of such securities (other than a registration on Form S-8), for a period not to exceed 60 days after the consummation of such public offering (a "Pending Registration Suspension Period" and, together with a Pending Event Suspension Period, a "Black Out Period"); provided, further, that the Effectiveness Period shall be extended by the number of days in any Black Out Period occurring during the Effectiveness Period. In the event of the occurrence of any Black Out Period or Lock Up Period, the Company will promptly notify the Holders of Registrable Securities thereof in writing. If the Company shall postpone the filing of a Registration Statement, the Holders of Registrable Securities requesting registration thereof shall have the right to withdraw his or its the request for such registration by giving written notice to ANTEC the Company within 15 30 days after receipt of the notice of postponement. In postponement from the Company and, in the event that all of the Selling Stockholders withdraw their requestsuch withdrawal, such request shall not be counted for purposes of determining the number of registrations requests permitted to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale be made under this Section 2(a). The Company shall not be satisfactory permitted to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other assert more than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion one Black Out Period in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggyconsecutive 180-Back Sellerday period.

Demand Registration. (a) Investor After the expiration of 180 days after the Closing Date, any Holder or any person acquiring by transfer any Shares Holders who collectively Beneficially Own at least 20% of the Registrable Securities may request (a "Permitted TransfereeRequest Notice") (Investor and any such Permitted Transferees being hereinafter referred the Company to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have the right to request registration register under the Securities Act, Act all or any portion of the Shares and any securities issued in exchange for Registrable Securities that are held by such Holder or in respect of such Shares whether pursuant to a stock dividendHolders (collectively, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable SharesRequesting Holder") upon for sale in the terms and subject to manner specified in the conditions set forth in this AgreementRequest Notice. (b) Upon Promptly following receipt by ANTEC of a written request for registration hereunderRequest Notice, ANTEC the Company shall (i) promptly notify each other Stockholder in writing Holder (except the Requesting Holder) of its the receipt of such initial written request for registration a Request Notice and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and shall use its best commercially reasonable efforts to cause to become effective, file a registration statement under the Securities Act (each such registration statement is hereinafter referred to as a "Registration Statement") which shall cover effecting the registration under the Securities Act, for public sale in accordance with the method of disposition specified in such Request Notice, of the Registrable Shares Securities specified in the initial written request Request Notice (and in any written request notices that the Company receives from any other Stockholder received by ANTEC within 20 days Holders no later than the 15th day after receipt of its giving the notice specified in clause sent by the Company) (i) hereofsuch other Holders and the Requesting Holder are hereinafter referred to as the "Requesting Holders"). If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the Requesting Holders holding a majority of the Registrable Securities to be registered, which approval shall not be withheld unreasonably. The Company shall be obligated to register Registrable Securities pursuant to this Section 2.01 on two occasions only. (c) If so requested the Company has received a Request Notice, whether or not a Registration Statement with respect thereto has been filed or has become effective, and furnishes to the Requesting Holders a copy of a resolution of the Board of Directors of the Company certified by any Stockholder requesting participation the Secretary of the Company stating that in the good faith judgment of the Board of Directors it would not be in the best interest of the Company's stockholders for such Registration Statement (A) to be filed on or before the date such filing would otherwise be required hereunder, or (B) to become effective because such action (x) would materially interfere with a public offering significant acquisition, corporate reorganization or distribution other similar transaction involving the Company, (y) would require premature disclosure of Registrable Shares material information that the Company has a bona fide business purpose for preserving as confidential, or (a "Selling Stockholder"z) pursuant the Company is unable to this Section 1 or Section 2comply with requirements of the Commission, the Registration Statement Company shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under have the Securities Act or right, but not more than once in any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements calendar year with respect to secondary distributions. ANTECany Request Notice, to defer such filing or effectiveness for such period as a condition may be reasonably necessary (which period shall not, in any event, exceed ninety days from the date the response period for Holders pursuant to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof2.01(b) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereofexpires). (d) ANTEC The Company shall be entitled to postpone, for a reasonable period of time, but include in no event in excess of 120 days after its receipt of an initial request for registration any Registration Statement filed pursuant to this AgreementSection 2.01, for sale in accordance with the filing method of disposition specified by the Requesting Holder, securities of the Company entitled to vote generally in the election of directors (or any Registration Statementsecurities convertible into or exchangeable for or exercisable for the purchase of securities so entitled generally to vote in the election of directors) (collectively, if at "Voting Securities") to be sold by the time it received a request therefor ANTEC determinesCompany for its own account, except as and to the extent that, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any opinion of the Selling Stockholders managing underwriter (if such method of disposition shall have be an underwritten public offering), such inclusion would materially jeopardize the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days successful marketing of the notice of postponementRegistrable Securities to be sold. In Any Person other than a Holder (the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations "Other Holders") entitled to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such piggy-back registration rights with respect to a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms filed pursuant to this Section 2.01 may include Voting Securities of the sale not be satisfactory Company with respect to which such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion rights apply in such Registration Statement for sale in accordance with the method of disposition specified by the Requesting Holder, except and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering) such inclusion would materially jeopardize the successful marketing of the Registrable Securities to be sold. Except as provided in this subsection (d) and in Section 2.05, the Company will not effect any other registration of its Voting Securities (except with respect to Registration Statements on Form S-4 or S-8 or any forms succeeding thereto for purposes permissible under such forms as of the date hereof or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders or such other registration statements (i) for the resale of shares issued pursuant to an employee stock ownership trust or other benefit plan of a business acquired in an Acquisition or (ii) in connection with non-underwritten resales of securities issued to owners of a business acquired in an Acquisition), whether for its own account or that of any additional shares Other Holder, from the date of Common Stock receipt of a Request Notice requesting the registration of an underwritten public offering until the completion or other securities abandonment of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares distribution by the Selling Stockholderunderwriters of all securities thereunder. From and after the date of this Agreement and until no Registrable Securities remain outstanding, then the Company shall not grant any demand registration rights to any Person unless such rights are expressly made subject to the right of Holders to include an equal number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number Registrable Securities along with the other Person's shares in any registration relating to an underwritten public offering with respect to which, in the opinion of Registrable Shares the managing underwriter, the inclusion of all shares requested to be registered by all Persons holding registration rights, would materially jeopardize the Selling Stockholder. Without limiting successful marketing of the foregoing, in no event shall a Selling Stockholder be required to reduce securities (including the number of Registrable Shares requested Securities) to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Sellersold.

Demand Registration. (a) Investor In the event that the S-1 Registration Statement is not filed by the Company by April 30, 2005 pursuant to Section 1.2 hereof, a Holder or any person acquiring by transfer any Shares Holders shall be entitled to initiate registration request hereunder (“Initiating Holders) The Initiating Holders shall so advise the Company in writing that the Company file a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have the right to request registration statement under the Securities ActAct registering the Registrable Securities. The Company shall file a Form S-1 Registration Statement no later than 45 days from the date of such registration request and be declared effective not later than 90 days from the date thereof. The Company and the Holder shall further agree that such filing will satisfy the piggyback registration rights given to Holder pursuant to this Agreement; provided, however, that such inclusion satisfies such obligation only if the registration statement is declared effective not later than 90 days from the date of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as request from the "Registrable Shares") upon the terms and subject to the conditions set forth in this AgreementInitiating Holders. (b) Upon receipt Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.3, a certificate signed by ANTEC the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed owing to a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt material pending transaction and it is therefore essential to defer the filing of such initial written request registration statement, the Company shall have the right to defer taking action with respect to such filing for registration and (ii) as soon as practicable, but in no event a period of not more than 45 120 days after receipt of such written request, file with the Securities and Exchange Commission (request of the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereofInitiating Holders. (c) If so requested by In addition, the Company shall not be obligated to effect, or to take any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") action to effect, any registration pursuant to this Section 1 or Section 2, 1.3 in any particular jurisdiction in which the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") Company would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce execute a general consent to service of process in effecting such registration, qualification or compliance, unless the number of Registrable Shares requested Company is already subject to service in such jurisdiction and except as may be registered required by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back SellerAct.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor On and any such Permitted Transferees being hereinafter referred after the Registration Availability Date, the Securities Holder may make written request to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have Company requesting that the right to request registration Company register under the Securities Act, Act all or any part of the Shares issued and any securities issued in exchange for or in respect of outstanding Registrable Securities, but such request may be made only after the Registrable Securities relating to such Shares whether have been issued (a “Demand Registration Request”). The Securities Holder is entitled to make a total of three Demand Registration Requests pursuant to this Agreement, but not more than one such request in any 12 month period. Upon receipt by the Company of a stock dividendvalid Demand Registration Request, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth restrictions contained herein, the Company shall, in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunderaccordance with Article V below, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover with the Commission as promptly as practicable after receiving such request to register under the Securities Act that number of Registrable Shares specified Securities that has been issued and requested in the initial respective Demand Registration Request, or (ii) file with the Commission a prospectus supplement (the “Prospectus Supplement”) to an existing shelf registration statement on Form S-3 which is at the time currently effective (the “Form S-3”) as promptly as practicable after receiving such request hereof to register such number of Registrable Securities, but, in each case, only to the extent that the Securities Holder has complied with its obligations under Section 7.1 below (each a “Demand Registration”). (b) In the event that the Securities Purchase Agreement has been terminated pursuant to the terms thereof, the Securities Holder may make two written request requests to the Company requesting that the Company register under the Securities Act the New Debt. The Company shall endeavor to register such New Debt in substantially the same manner as, and in any written request from any other Stockholder received by ANTEC within 20 days the Company and the Securities Holder shall be subject to the same terms, conditions and agreements herein provided for, a Demand Registration of its giving Shares, with such appropriate changes to reflect the notice specified in clause (i) hereofnature of the security registered, as the parties hereto shall agree, each acting reasonably. (c) If so requested by any Stockholder requesting participation From and after the Debt Securities Lock-Up End Date (as defined in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2the Securities Purchase Agreement), the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant Securities Holder may make three written requests to Rule 415 promulgated the Company requesting that the Company register under the Securities Act or any similar rule then the Rollover Notes and/or the Backstop Notes. The Company shall endeavor to register such Rollover Notes and/or Backstop Notes, as applicable, in effect (substantially the same manner as, and the Company and the Securities Holder shall be subject to the same terms, conditions and agreements herein provided for, a "Shelf Offering"). If so requested by Selling Stockholders who own a majority Demand Registration of Shares, with such appropriate changes to reflect the nature of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTECsecurity registered, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereofparties hereto shall agree, each acting reasonably. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.

Demand Registration. Subject to the Stockholder’s satisfaction of its obligations under Section 5.25 of the Purchase Agreement with respect to the financial statements then required, from and after the end of the Lock-Up Period, the Stockholder may request in writing (a “Request”) (a) Investor or any person acquiring by transfer any Shares that the Company file a prospectus supplement (a "Permitted Transferee"the “Takedown Prospectus Supplement”) (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have the right an effective Shelf Registration Statement filed pursuant to request registration Rule 424 under the Securities ActAct with respect to the Registrable Securities identified in the Request (a “Takedown Request”) or, (b) if such Shelf Registration Statement is not available for the resale of the Shares and Registrable Securities, including if for any securities issued reason the Company shall be ineligible to maintain or use a Shelf Registration Statement, that the Company register under the Securities Act all or part of the Registrable Securities that are Beneficially Owned by the Stockholder or its Affiliates (i) on a Registration Statement on Form S-3 or, (ii) if the Company is not then eligible to file a Form S-3, any other available form (a “Demand Registration”), in exchange each case, including sales or distributions by way of underwritten offering, block trade or other distribution plan designated by the Stockholder. The Stockholder shall be entitled to make no more than three (3) Requests for or an underwritten offering in respect of any twelve-month period (it being understood that each underwritten offering (including any underwritten block trade) under this Agreement shall count as a Request, even if such Shares whether offering is a Takedown Request conducted pursuant to a stock dividendShelf Registration Statement and regardless of whether such offering is publicly marketed before or after the underwriters agree to purchase the Registrable Securities, stock splitunless the Stockholder withdraws its request in the circumstances described in the second sentence of Section 5.6), stock reclassification or otherwise (and each such Shares and such securities issued in exchange for or in respect Request shall be to register an amount of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject Securities equal to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC lesser of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing an aggregate market value as of its receipt the date of such initial written request for registration Request of at least fifty million dollars ($50,000,000) and (ii) the total outstanding Registrable Securities then held by the Stockholder; provided, that any Request pursuant to this clause (ii) shall have a minimum aggregate market value as soon as practicable, but in no event more than 45 days after receipt of the date of such written request, file with Request of at least twenty-five million dollars ($25,000,000). The Company shall not be obligated to effect a Demand Registration or Takedown Request during the Securities and Exchange Commission sixty (60) day period following the "Commission"), and use its best efforts effective date of a Registration Statement pursuant to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days Demand Registration or the closing of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in underwritten offering pursuant to a public offering or distribution of Registrable Shares (a "Selling Stockholder") Takedown Request. Each Request pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement 5.1(a) shall be pursuant to a firm commitment underwriting, the managing underwriter of which in writing and shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of specify the number of Registrable Shares Securities requested to be registered by and the Selling Stockholderintended method of distribution of such Registrable Securities. Without limiting Nothing in this Article 5 shall affect, supersede or otherwise modify any of the foregoingrestrictions on Transfer set forth in Article 2 or any other provision of this Agreement. For the avoidance of doubt, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof underwritten overnight bought deals will count as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back SellerRequest.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares Subject to the Stockholder’s satisfaction of its obligations under Section 5.25 of the Purchase Agreement with respect to the financial statements then required, from and after the end of the Lock-Up Period, the Stockholder may request in writing (a "Permitted Transferee"“Request”) (Investor and any such Permitted Transferees being hereinafter referred a) that the Company file a prospectus supplement (the “Takedown Prospectus Supplement”) to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have the right an effective Shelf Registration Statement filed pursuant to request registration Rule 424 under the Securities ActAct with respect to the Registrable Securities identified in the Request (a “Takedown Request”) or, (b) if such Shelf Registration Statement is not available for the resale of the Shares and Registrable Securities, including if for any securities issued reason the Company shall be ineligible to maintain or use a Shelf Registration Statement, that the Company register under the Securities Act all or part of the Registrable Securities that are Beneficially Owned by the Stockholder or its Affiliates (i) on a Registration Statement on Form S-3 or, (ii) if the Company is not then eligible to file a Form S-3, any other available form (a “Demand Registration”), in exchange each case, including sales or distributions by way of underwritten offering, block trade or other distribution plan designated by the Stockholder. The Stockholder shall be entitled to make no more than three (3) Requests for or an underwritten offering in respect of any twelve-month period (it being understood that each underwritten offering (including any underwritten block trade) under this Agreement shall count as a Request, even if such Shares whether offering is a Takedown Request conducted pursuant to a stock dividendShelf Registration Statement and regardless of whether such offering is publicly marketed before or after the underwriters agree to purchase the Registrable Securities, stock splitunless the Stockholder withdraws its request in the circumstances described in the second sentence of Section 5.6), stock reclassification and each such Request shall be to register an amount of Registrable Securities equal to the lesser of (i) an aggregate market value as of the date of such Request of at least fifty million dollars ($50,000,000) and (ii) the total outstanding Registrable Securities then held by the Stockholder; provided, that any Request pursuant to this clause (ii) shall have a minimum aggregate market value as of the date of such Request of at least twenty-five million dollars ($25,000,000). The Company shall not be obligated to effect a Demand Registration or Takedown Request during the sixty (60) day period following the effective date of a Registration Statement pursuant to any other Demand Registration or the closing of any underwritten offering pursuant to a Takedown Request. Each Request pursuant to this Section 5.1(a) shall be in writing and shall specify the number of Registrable Securities requested to be registered and the intended method of distribution of such Registrable Securities. Nothing in this Article 5 shall affect, supersede or otherwise (such Shares and such securities issued in exchange for or in respect modify any of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions restrictions on Transfer set forth in Article 2 or any other provision of this Agreement. For the avoidance of doubt, underwritten overnight bought deals will count as a Request. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing Subject to the Stockholder’s satisfaction of its receipt obligations under Section 5.25 of such initial written request for registration and (ii) as soon as practicablethe Purchase Agreement with respect to the financial statements then required, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and Company shall use its reasonable best efforts to cause to become effective, a file within ninety (90) days after the Closing Date an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) on Form S-3 (an “Automatic Shelf Registration Statement”), or if the Company does not qualify as a well-known seasoned issuer as defined in Rule 405 under the Securities Act (a "“WKSI”), a Registration Statement") Statement (which shall cover be on Form S-3 if the Registrable Shares specified in Company is then eligible to use such form) permitting the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution resale of Registrable Shares (Securities, on a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares basis pursuant to Rule 415 promulgated under of the Securities Act in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder (including any Automatic Shelf Registration Statement, a “Shelf Registration Statement”), or any similar rule then in effect (a "otherwise designating an existing Shelf Offering"). If so requested by Selling Stockholders who own a majority Registration Statement with the SEC, covering the sale or distribution of all of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant Securities from time to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged time by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly one or more Takedown Requests, including by way of underwritten public offering offering, block trade or other distribution plan designated by the Stockholder, and the managing underwriter thereof determines reasonably and in good faith that the inclusion in to cause such Shelf Registration Statement of any additional shares of Common Stock to become or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares deemed effective by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering end of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any PiggyLock-Back Sellerup Period.

Demand Registration. (a) Investor or any person acquiring by transfer any Subject to the restrictions contained in this Section 2, Holders holding at least 75% of the aggregate number of Warrant Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as that are issuable upon the "Stockholders") shall at any time have exercise of all of the right to Warrants may request the registration the Warrant Shares under the Securities Act, and under the securities or blue sky laws of any jurisdiction designated by such Holders. Notwithstanding the foregoing, the Company shall only be required to effect one registration under this Section 2.1. A request for a registration under this Section 2.1 shall specify the amount of the Warrant Shares proposed to be sold, the intended method of disposition of the Warrant Shares and any securities issued the jurisdictions in exchange for or in respect of which registration is desired. Upon such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and Company shall use its best efforts to cause to become effective, a the registration statement under the Securities Act of the Warrant Shares that the Holders have demanded to be registered. Within fifteen (a "Registration Statement"15) which days after the receipt of the request, the Company shall cover give written notice of the Registrable Shares specified request to all other Holders and include in the initial registration all Warrant Shares held by a Holder from whom or which the Company has received a written request for inclusion in the registration at least ten (10) days prior to the filing of the registration statement. Each request will also specify the number of Warrant Shares to be registered, the intended method of disposition of the Warrant Shares and the jurisdictions in which registration is desired. The Company shall be entitled to include in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public registration statement and offering or distribution of Registrable Shares (a "Selling Stockholder") made pursuant to this Section 1 or Section 22.1, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, authorized but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional unissued shares of Common Stock or other securities shares of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares Common Stock held by the Selling StockholderCompany as treasury shares; provided, then the number of shares to be offered for the accounts of each Piggy-Back Seller that such inclusion shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) permitted only to the extent necessary to reduce the total number of shares to be included that it is provided for in such Registration Statement by all Piggy-Back Sellers and subject to the amount terms of the underwriting agreement or arrangements, if any, entered into with respect to the Registration Statement. Notwithstanding anything else to the contrary contained herein, in the event that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested being registered must be reduced pursuant to Sections 2.3 or 2.5 hereof, any such reduction shall be registered accomplished by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce first reducing the number of Registrable Purchased Shares, if any, that are being registered on a pro rata basis until such number reaches zero and then by reducing the number of Warrant Shares requested to be that are being registered by such Selling Stockholder pursuant to Section 1 hereof as on a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Sellerpro rata basis.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor Buyer, on its own behalf and any such Permitted Transferees being hereinafter referred on behalf of the other Holders, may make up to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have the right to request two written requests for registration under the Securities Act, Act of all or any part of the Shares Registrable Securities held by the Holders (each, a DEMAND REGISTRATION). Such request will specify the aggregate number of shares of Registrable Securities proposed to be sold and any securities issued in exchange will also specify the intended method of disposition thereof. A registration will not count as a Demand Registration until it has become effective. Should a Demand Registration not become effective due to the failure of a Holder to perform its obligations under this Exhibit B or the inability of the requesting Holders to reach agreement with the Underwriters for the proposed sale on price or other customary terms for such transaction, or in respect the event the requesting Holders withdraw or do not pursue the request for the Demand Registration (in each of the foregoing cases, provided that at such Shares whether pursuant time the Corporation is in compliance in all material respects with its obligations under this Exhibit B), then such Demand Registration shall be deemed to have been effected (provided that if the Demand Registration does not become effective because of a stock dividendmaterial adverse change in the condition (financial or otherwise), stock splitbusiness, stock reclassification assets or otherwise (such Shares results of operations of the Corporation and such securities issued in exchange for or in respect of such Shares being collectively referred to herein its subsidiaries taken as the "Registrable Shares") upon the terms and subject a whole that occurs subsequent to the conditions set forth in this Agreementdate of the written request made by the requesting Holders, then the Demand Registration shall not be deemed to have been effected). (b) Upon receipt by ANTEC of In the event that the requesting Holders withdraw or do not pursue a written request for registration a Demand Registration and, pursuant to Section 2.01(a) hereof, such Demand Registration is deemed to have been effected, the Holders may reacquire such Demand Registration (such that the withdrawal or failure to pursue a request will not count as a Demand Registration hereunder, ANTEC shall (i) promptly notify each other Stockholder if the Holders reimburse the Corporation for any and all Registration Expenses incurred by the Corporation in writing of its receipt of connection with such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt a Demand Registration; provided that the right to reacquire a Demand Registration may be exercised a maximum of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereoftwo times. (c) If the Selling Holders so requested by any Stockholder requesting participation in a public elect, the offering or distribution of such Registrable Shares (a "Selling Stockholder") Securities pursuant to this Section 1 or Section 2, such Demand Registration shall be in the Registration Statement shall provide for delayed or continuous offering form of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then an underwritten offering. A majority in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority interest of the Registrable Shares, Selling Holders shall have the public offering or distribution of Registrable Shares under this Agreement shall be pursuant right to a firm commitment underwriting, select the managing underwriter of which shall Underwriters and any additional investment bankers and managers to be a nationally recognized investment banking firm selected and engaged by used in connection with such offering, subject to the Selling Stockholders and approved by ANTECCorporation's approval, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period The Selling Holders will inform the Corporation of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing time and manner of any Registration Statementdisposition of Registrable Securities, if at and agree to reasonably cooperate with the time it received a request therefor ANTEC determines, Corporation in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives effecting the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any disposition of the Selling Stockholders shall have Registrable Securities in a manner that does not unreasonably disrupt the right to withdraw his or its request public trading market for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunderCommon Stock. (e) Each The Corporation will have the right to preempt any Demand Registration with a primary registration by delivering written notice (within five business days after the Corporation has received a request for such Demand Registration) of such intention to the Selling Stockholder may, before such Holders indicating that the Corporation has identified a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should specific business need and use for the terms proceeds of the sale of such securities and the Corporation shall use commercially reasonable efforts to effect a primary registration within 60 days of such notice. In the ensuing primary registration, the Holders will have such piggyback registration rights as are set forth in Section 2.02 hereof. Upon the Corporation's preemption of a requested Demand Registration, such requested registration will not count as a Demand Registration; provided that a Demand Registration will not be satisfactory deemed preempted if the Holders are permitted to such Selling Stockholder; should sell all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred securities in connection with such registration. (f) In the event that a Registration Statement requested ensuing primary offering by a Selling Stockholder pursuant to exercising their piggyback registration rights as set forth in Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.2.02

Demand Registration. If on any one occasion after the earlier of the Initial Public Offering or two (a2) Investor years from the date of this Agreement (including an occasion of registration on Form S- 1 or any person acquiring by transfer any Shares (its then equivalent) one or more Holders of at least a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred majority of the Registrable Securities shall notify the Company in writing that it or they intend to individually as offer or cause to be offered PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Registrable Securities for public sale, the Company will so notify all Holders of Registrable Securities, including all Holders who have a "Stockholder" and collectively as the "Stockholders") shall at any time have the right to acquire Registrable Securities. Upon written request registration under of any Holder given within ten (10) business days after the Securities Act, of receipt by such Holder from the Shares and any securities issued in exchange for or in respect Company of such Shares whether pursuant to a stock dividendnotification, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and Company will use its best efforts to cause such of the Registrable Securities as may be requested by any Holder thereof (including the Holder or Holders giving the initial notice of intent to become effective, a registration statement offer) to be registered under the Securities Act (a "Registration Statement") which as expeditiously as possible. The Company shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") not be required to effect more than one registration pursuant to this Section 1 or Section 23; provided, however, that if the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant Company determines to Rule 415 promulgated under the Securities Act include shares to be sold by it or any similar rule then stockholders other than the Holders in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration requests pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, howeverSection 3, such registration shall be deemed to have occurred for been a registration under Section 2 of this Agreement, and not a registration under this Section 3, if the purposes Holders of Section 4 hereof unless such Selling Stockholders pay (pro rata, Registrable Securities are unable to include in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, Registration Statement all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement Registrable Securities initially requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the for inclusion in such Registration Statement Statement, either as a result of any additional limitation on the registration of shares placed by the underwriters or for any other reason. The Company shall not be obligated or required to effect a registration pursuant to this Section 3: (a) if the registration would be the Company's Initial Public Offering and does not (or in the opinion of Common Stock the underwriters is not likely to) constitute a Qualified Public Offering; or other securities (b) during the period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of ANTEC any Registration Statement pertaining to be offered and sold any registration initiated by the Company, for the account of the Company, or by Company in response to the exercise of demand registration rights by other stockholders of the Company, if the written request of Holders for demand registration pursuant to this Section 3 shall have been received by the Company after the Company has given notice to all Holders of Registrable Securities stating that the Company is commencing a registration; provided, however, that the Company shall use its best efforts in good faith to cause any person such Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible and provided further that in the case of any registration initiated by the Company in response to the exercise of demand registration rights of other stockholders of the Company, the Holders of Registrable Securities shall have been able to include in such registration all of the Registrable Securities requested by the Holders for inclusion in such registration pursuant to Section 2 above. A registration requested pursuant to this Section 3 shall not be deemed to have been effected (including ANTECi) other than such Selling Stockholder unless a Registration Statement with respect thereto has been declared effective by the Commission or (eachii) if the Registration Statement does not remain effective for a period of at least 180 days beyond the effective date thereof or, a "Piggy-Back Seller") would adversely affect the with respect to an underwritten offering of any Registrable Shares Securities, until 45 days after the commencement of the distribution by the Selling Stockholder, then holders of the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be Registrable Securities included in such Registration Statement by all PiggyStatement. If a registration requested pursuant to this Section 3 is deemed not to have been effected as provided herein, then the Company shall continue to be obligated to effect one demand registration pursuant hereto without giving effect to such requested registration. Short-Back Sellers Form Registration on Form S-3. In addition to the amount rights provided to the Holders of Registrable Securities in Sections 2 and 3 hereof, if one or more Holders of at least a majority of the Registrable Securities shall notify the Company in writing that it or they intend to offer or cause to be offered Registrable Securities for public sale, and the Company shall determine that such managing underwriter determines would not adversely affect registration can be effected on Form S-3 (or any similar form promulgated by the offering Commission), the Company will so notify each Holder of Registrable Securities, including each PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT. EXECUTION COPY Holder who has a right to acquire Registrable Securities, and then will, as expeditiously as possible, use its best efforts to effect qualification and registration under the Securities Act on said Form S-3 of all or such portion of the number of Registrable Shares requested to be registered by Securities as the Selling Stockholder. Without limiting Holder or Holders shall specify; provided, however, that the foregoing, in no event shall a Selling Stockholder Company will not be required to reduce effect a registration pursuant to this Section 4 unless the number Holder or Holders are requesting registration of shares of Registrable Shares requested Securities having an aggregate expected public offering price (before deduction of underwriting discounts and expenses of sale) of at least $500,000. The Company shall not be obligated or required to be registered by such Selling Stockholder effect a registration pursuant to this Section 1 hereof as a result of 4 during the inclusion in period commencing on the Company's filing of, and ending on the date one hundred and twenty (120) days following the effective date of, any Registration Statement of Common Stock or other securities of ANTEC pertaining to be offered and sold any underwritten registration initiated by the Company, for the account of the Company, if the written request of Holders for such demand registration pursuant to this Section 4 shall have been received by the Company after the Company shall have given to all Holders of Registrable Securities a written notice stating that the Company is commencing an underwritten registration initiated by the Company; provided, however, that the Company shall use its best efforts in good faith to cause any Piggy-Back Sellersuch Registration Statement to be filed and to become effective as expeditiously as shall be reasonably possible. The obligations of the Company under this Section 4 shall expire at any time after the Company has effected three registrations for the benefit of the Holders of Registrable Securities pursuant to a Registration Statement on Form S-3.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall If, at any time have after the right conclusion of the Applicable Holdback Period with respect to the First Public Offering, the Company shall receive a written request from (1) both the CVC US Securityholder Representative (on behalf of one or more of the entities comprising CVC US or their Permitted Transferees) and the FP Securityholder Representative (on behalf of one or more of the entities comprising FP or their Permitted Transferees) or (2) after the first anniversary of the date hereof, (A) either the CVC US Securityholder Representative (on behalf of one or more of the entities comprising CVC US or their Permitted Transferees) or the FP Securityholder Representative (on behalf of one or more of the entities comprising FP or their Permitted Transferees) or (B) the CVC Asia Pacific Securityholder Representative (on behalf of one or more of the CVC Asia Pacific Investors or their Permitted Transferees) (either of the foregoing, a “Demand Registration”) that the Company effect the registration under the Securities ActAct of all or a portion of such Requesting Securityholder’s Registrable Securities, and specifying the intended method of disposition thereof, then the Company shall promptly give written notice of such requested registration at least 15 days prior to the anticipated filing date of the Shares and any securities issued in exchange for or in respect of registration statement relating to such Shares whether pursuant Demand Registration to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as each Non-Requesting Securityholder. Upon the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC Company’s giving notice of a written request for registration hereunderrequested registration, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and Company will use its best efforts to cause to become effectiveeffect, a as expeditiously as possible, the registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause of: (i) hereof. (c) If the Registrable Securities that the Company has been so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged register by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration StatementRequesting Securityholders and, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statementthey are not Requesting Securityholders, any Institutional Securityholder, CVC Asia Pacific Investors, Peninsula, and each of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are respective Permitted Transferees participating in such registration so withdrawregistration, howeverthen held by the Requesting Securityholders and such participating Institutional Securityholder, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay and (pro rata, in proportion ii) subject to the number of shares requested to be included) within 20 days after any such withdrawalrestrictions set forth in Section 5.02, all other Registrable Securities of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event same class or series as that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting Requesting Securityholders that are held by a Securityholder not covered by Section 5.01(a)(i) entitled to request the foregoingCompany to effect an Incidental Registration pursuant to Section 5.02 (all such Securityholders, together with the Requesting Securityholders, the “Holders”) have requested the Company to register by written request received by the Company within 15 days after the receipt by such Holders of such written notice given by the Company, all to the extent necessary to permit the disposition (in no event accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, provided that the Company shall not be obligated to effect a Selling Stockholder Demand Registration unless the gross aggregate proceeds expected to be required to reduce received from the number sale of Registrable the Common Shares requested to be registered by included in such Selling Stockholder pursuant Demand Registration equal or exceed $25,000,000 or, in the case of a Shortform Registration, $5,000,000. In no event will the Company be required to Section 1 hereof as a result of effect more than one Demand Registration hereunder within any four-month period and the inclusion in any Registration Statement of Common Stock or other securities of ANTEC CVC Asia Pacific Securityholder Representative shall not be entitled to be offered and sold make more than two requests for the account of any Piggy-Back SellerDemand Registrations.

Demand Registration. Provided that the Securityholders deliver a Demand for Registration within four months from the date of this Agreement, the Corporation agrees to file a registration statement covering all of the Registrable Shares then outstanding and to use its reasonable best efforts to cause that registration statement to become effective under the Securities Act by no later than October 7, 2001. The Corporation agrees to promptly file, and cause to become effective under the Securities Act within 90 days of such filing, additional registration statements following receipt of Demand for Registration delivered more than one year from the date of this Agreement covering Registrable Shares that were not previously registered. The Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (a) Investor the Corporation shall not be obligated to file more than one registration statement pursuant to this Section 2 with respect to any of the Registrable Shares that were outstanding at the time of effectiveness of a registration statement covering any of the Registrable Shares where those outstanding shares could have been included in the registration statement that went effective; (b) with respect to any registration pursuant to this Section 2, the Corporation shall give notice of such registration to the Securityholders hereunder and to the holders of all Other Shares which are entitled to registration rights and the Corporation may include in such registration any Primary Shares or any person acquiring Other Shares; (c) if the method of disposition requested by transfer any the holders, pursuant to this Section 2, is an underwritten public offering, the majority of the holders of Registrable Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have the right to request registration under designate the Securities Act, of the Shares and any securities issued in exchange for or in respect managing underwriter of such Shares whether pursuant to a stock dividendoffering, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject which underwriter shall be reasonably acceptable to the conditions set forth in this Agreement.Corporation; and (bd) Upon receipt by ANTEC of a written request for at any time before the registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become statement covering Registrable Shares becomes effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days holders of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of such shares may request the Registrable SharesCorporation to withdraw or not to file the registration statement. In that event, if such request of withdrawal shall not have been caused by, or made in response to, the public offering material adverse effect of an event on the business, properties, condition, financial or distribution otherwise, or operations of the Corporation, the Company shall have no further obligations with respect to the registration of Registrable Shares under this Agreement Section 2 unless the holders shall be pursuant pay to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged Corporation the expenses incurred by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into Corporation through the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice date of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred Subject to individually as a "Stockholder" and collectively as the "Stockholders") shall terms of this Agreement, at any time have after the right to date hereof, the Holders of at least 75% of the then outstanding Holders' Securities may request registration under the Securities ActAct of all or part of their Holders' Securities on Form S-1 or S-3 or any similar registration (other than a shelf registration); provided, that any such request shall cover either (i) at least 20% of such Holders' Securities calculated as of the Shares and date of this Agreement or (ii) such smaller number to the extent it represents all of the remaining Holders' Securities. Within ten (10) days after receipt of any securities issued in exchange for or in respect request pursuant to this Section 3.01, CB&I will give written notice of such Shares whether request to all other Holders of Holders' Securities and will include in such registration all Holders' Securities with respect to which CB&I has received written requests for inclusion within thirty (30) days after delivery of CB&I's notice. All registrations requested pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively this Section 3.01 are referred to herein as the "Registrable SharesDemand Registrations.") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and CB&I will not include in any Demand Registration any Securities which are not Holders' Securities without the written request from any other Stockholder received by ANTEC within 20 days consent of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution Holders of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall Holders' Securities to be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer included in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determinationDemand Registration. If ANTEC shall postpone the filing of any a Demand Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly is an underwritten public offering and the managing underwriter thereof determines underwriters advise CB&I in writing that in their opinion the inclusion of the number of Holders' Securities and other Securities requested to be included creates a substantial risk that the price per share of Securities will be reduced, CB&I will include in such registration, prior to the inclusion of any Securities which are not Holders' Securities, the number of Holders' Securities requested to be included which in the opinion of such underwriters can be sold without creating such a risk, pro rata among the respective Holders of Holders' Securities on the basis of the number of Holders' Securities owned by such Holders, with further successive pro rata allocations among the Holders of Holders' Securities if any such Holder of Holders' Securities has requested the registration of less than all such Holders' Securities such Holder is entitled to register. (c) Notwithstanding any of the foregoing, CB&I shall not be obligated to effect any Demand Registration as follows: (i) CB&I will not be obligated to effect more than one Demand Registration within any twelve month period; (ii) CB&I will not be obligated to effect any Demand Registration during the period starting on the date 60 days prior to CB&I's estimated date of filing of, and ending on the date 90 days immediately following the effective date of, any registration statement pertaining to Securities of CB&I sold by CB&I, provided that CB&I is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; and provided further that CB&I may not, pursuant to this Section 3.01(c)(ii), delay implementation of a Demand Registration more than once in any twelve (12) month period; (iii) With respect to any Demand Registration, if (A) the Supervisory Board reasonably and in good faith determines that such filing would be materially detrimental to CB&I or require a disclosure of a material fact that might reasonably be expected to have a Material Adverse Effect on CB&I or on any plan or proposal by CB&I or any of its subsidiaries to engage in any acquisition or disposition of assets or equity securities (other than in the inclusion in such Registration Statement ordinary course of business) or any additional shares of Common Stock merger, consolidation, tender offer, material financing or other securities significant transaction and (B) CB&I shall furnish the Holders of ANTEC Holders' Securities who have requested a Demand Registration a certificate signed by an executive officer of CB&I to such effect, CB&I may postpone for up to ninety (90) days the filing or the effectiveness of a registration statement for a Demand Registration; provided, however, that CB&I may not postpone the filing or effectiveness of a registration statement for a Demand Registration for more than ninety (90) days during any twelve (12) month period; and (iv) CB&I will not be offered and sold for the account of obligated to effect any person Demand Registration after CB&I has effected two (including ANTEC2) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder Demand Registrations pursuant to this Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock 3.01, and such registrations have been declared or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Sellerordered effective.

Demand Registration. (a1) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall at At any time and from time to time beginning on the one-year anniversary of the Closing Date (as defined in the Merger Agreement) and ending on the ten-year anniversary of such Closing Date, any Holder(s) holding no less than fifty percent (50%) of the Registrable Securities (or, with respect to a second Demand Registration hereunder, fifty percent (50%) of the remaining Registrable Securities), shall have the right to request registration under require the Securities Act, of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant Company to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (covering all or any part of their respective Registrable Securities, by delivering a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving therefor to the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution Company specifying the number of Registrable Shares (Securities to be included in such registration by such Holder(s), a "Selling Stockholder"price range acceptable to such Holder(s) for the sale of such Registrable Securities and the intended method of distribution thereof. All such requests pursuant to this Section 1 or Section 22(a) are referred to herein as "DEMAND REGISTRATION REQUESTS" and the registrations so requested are referred to herein as "DEMAND REGISTRATIONS" and, with respect to any Demand Registration, the Holder(s) making such demand for registration being referred to as the "INITIATING HOLDER". As promptly as practicable, but no later than 10 Business Days after receipt of a Demand Registration Statement Request, the Company shall provide for delayed or continuous offering give written notice (the "DEMAND EXERCISE NOTICE") of such Demand Registration Request to all Holders of record of Registrable Shares pursuant Securities. Upon receipt of the Demand Exercise Notice, each Other Holder shall have 10 Business Days from the date of receipt to Rule 415 promulgated under deliver a written request to the Company asking that such Other Holder's Registrable Securities Act or be included in the registration statement. Such written request by the Other Holder shall include the number of Registrable Securities held by such Other Holder that he desires to be included in the registration statement. The Company shall include in a Demand Registration (i) the Registrable Securities of the Initiating Holder, (ii) the Registrable Securities of any similar rule then Other Holders that shall have made a written request to the Company for inclusion thereof in effect such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Other Holders) within 30 days after the receipt of the Demand Exercise Notice and the Primary Securities and Other Securities of the Company requested to be included in such registration by holders of such Other Securities and (iii) any Primary Securities the Company wishes to register. The Company shall, as expeditiously as practicable following a "Shelf Offering"). If so requested by Selling Stockholders who own a majority Demand Registration Request, use its best efforts to (i) prepare, file and cause to become effective registration of the Registrable SharesSecurities on Form S-1, Form SB-2 or Form S-3 (if available) or any successor form promulgated by the public offering or distribution SEC pursuant to this Section 2(a)(A), and (ii) if requested by the Initiating Holder, request acceleration of the effective date of the registration statement relating to such registration. (2) The rights of Holders of Registrable Shares under this Agreement shall be Securities to request Demand Registrations pursuant to a firm commitment underwriting, this Section 2(a) are subject to the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by following limitations: (i) the Selling Stockholders and approved by ANTEC, which approval Company shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect required to secondary distributions. ANTEC, as a condition take any action to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against effect any Losses Demand Registration after it has effected two (as defined in Section 6 hereof2) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration such registrations pursuant to this AgreementSection 2 (a), the filing of any Registration Statementand such registrations have been declared or ordered effective; PROVIDED, if at the time it received a request therefor ANTEC determinesnumber of Registrable Securities requested to be included in such registration exceeds the number which, in its reasonable business judgmentthe opinion of the managing underwriter, that can be sold in such offering within a price range acceptable to the Initiating Holder and as a result only a pro rata portion of the Initiating Holder's Registrable Securities representing less than seventy five percent (75%) of the Registrable Securities of the Initiating Holder requested by such Initiating Holder for inclusion are included in the registration and underwriting pursuant to Section 2(a)(C), then such registration and offering could interfere with shall not be deemed to be a Demand Registration under this Section 2(a); (ii) the Company shall not be required to take any financingaction to effect any Demand Registration within the 90-day period following the effective date of a previous Demand Registration; and (iii) If the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, acquisition, corporate reorganization, it would be materially detrimental to the Company (including to any material proposed or other planned material transaction or development involving ANTEC or any of the Company) and its affiliates and gives stockholders for such registration to be effected at such time, in which event the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders Company shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days defer the filing of the notice registration statement for a period of postponement. In the event that all not more than 90 days after receipt of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining from the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling StockholderHolder under this Section 2(a); should all Selling Stockholders who are participating in such registration so withdrawprovided, however, that the Company shall not utilize this right more than once in any twelve month period. In such registration shall event, the Holders requesting such Demand Registration will be deemed entitled to have occurred for the purposes of Section 4 hereof unless withdraw such Selling Stockholders pay (pro ratarequest and, in proportion to the number of shares requested to be included) within 20 days after any if such withdrawalrequest is withdrawn, all such Demand Registration will not count as one of the out-of-pocket expenses of ANTEC incurred permitted Demand Registrations hereunder and the Company will pay all Registration Expenses in connection with such registration. (f3) In the event that a Registration Statement requested by registration pursuant to this Section 2(a) is for a Selling Stockholder registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to Section 1 hereof involves a firmly underwritten public offering 2(a)(1) above. In such event, the right of any Holder to registration pursuant to this Section 2(a) shall be conditioned upon such Holder's participation in the underwriting arrangements required by this Section 2(a)(3), and the managing underwriter thereof determines reasonably and inclusion of such Holder's Registrable Securities in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) underwriting to the extent necessary to reduce the total number of shares to requested shall be included in such Registration Statement by all Piggy-Back Sellers limited to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Sellerextent provided herein.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as If the "Stockholders") Company shall receive at any time have after its initial firm-commitment public offering (so long as such request is not within 180 days after the right to request effective date of a registration under statement filed by the Securities Act, Company covering an underwritten offering of the Shares and any an of its securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (bpublic) Upon receipt by ANTEC of a written request for registration hereunderfrom holders ("Holders") of shares of Common Stock issued or to be issued upon exercise of any Bridge Notes ("Bridge Stock") holding at least 666,667 shares of Common Stock, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, that the Company file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under for its Common Stock, then the Securities Act (a "Registration Statement") which Company shall cover use commercially reasonable efforts to effect such registration, on Form S-3 or successor form replacing Form S-3, if practicable, as would permit or facilitate the Registrable Shares sale and distribution of all or such portion of such Bridge Stock as is specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days such request. For purposes of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing term "Restricted Securities" shall mean all Bridge Notes and Bridge Stock that bear the restrictive legend set forth in Section 8 of any Registration Statementthe Bridge Notes. If the managing underwriter for the respective offering, if at any, advises the time it received a request therefor ANTEC determines, Company in its reasonable business judgment, writing that the inclusion in such registration and offering could interfere with any financing, acquisition, corporate reorganization, of some or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, Bridge Stock sought to be registered by the Holder or Holders in its opinion will cause the proceeds or the price per unit the Company or the requesting or demanding holder of securities will derive from such request shall not registration to be counted for purposes of determining reduced or that the number of registrations securities to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should be registered at the terms instance of the sale not Company or such requesting or demanding holder plus the number of securities sought to be satisfactory registered by the Holders is too large a number to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdrawbe reasonably sold, however, such registration the number of securities sought to be registered for each Holder shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (reduced pro rata, in proportion to the number of shares requested securities sought to be included) within 20 days after any such withdrawal, registered by all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. Holders (f) In the event that a Registration Statement requested by a Selling Stockholder including Holders requesting registration pursuant to Section 1 hereof involves a firmly underwritten public offering registration rights granted under the Note and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (eachWarrant Purchase Agreement), a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested securities to be registered to the number recommended by the Selling Stockholder. Without limiting managing underwriter (the foregoing"Recommended Number"), in no event shall a Selling Stockholder be required subject at all times to reduce the number of Registrable Shares requested those registration rights granted to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result certain holders of the inclusion Company's securities set forth in any the Investors' Rights Agreement, the Oxygen Subscription Agreement and the Registration Statement of Common Stock or other securities of ANTEC to be offered Rights Agreement dated October 30, 1999 between the Company and sold for Guidance Solutions, Inc. (the account of any Piggy-Back Seller"Guidance Registration Rights Agreement").

Demand Registration. Subject to the restrictions set forth below, if at any time after the thirtieth (30th) day following the date of the Purchase Agreement Seller shall receive from Buyer a written request to register all of the Registrable Securities owned by Buyer (or his respective successors and permitted assigns) as of the date of such request, then Seller shall effect as soon thereafter as practicable the Registration under the Securities Act of all Registrable Securities that Buyer requests to be registered. Seller shall not be obligated to effect, or to take any action to effect, any such registration pursuant to this Section 2.01: (a) Investor or any person acquiring by transfer any Shares during the period starting with the date sixty (a "Permitted Transferee"60) (Investor and any such Permitted Transferees being hereinafter referred days prior to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have the right to request registration under the Securities Act, Seller’s good faith estimate of the Shares date of filing of, and any securities issued in exchange for or in respect ending on a date one hundred eighty (180) days after the effective date of, a Company-initiated Registration; provided that Seller has delivered notice of such Shares whether pursuant Registration to Buyer prior to its receipt of Buyer’s written request for a stock dividendDemand Registration, stock split, stock reclassification or otherwise (and it continues to actively employ in good faith all reasonable efforts to cause such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred Registration Statement to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement.become effective; or (b) Upon receipt by ANTEC of a written request if the offering cannot be made on Form S-3 for registration hereunder, ANTEC shall (i) promptly notify each any reason other Stockholder in writing of than Seller’s failure to timely file its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement periodic reports under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof.Exchange Act; or (c) If so requested by any Stockholder requesting participation if, in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority good faith judgment of the Registrable SharesBoard, such Registration would be seriously detrimental to Seller and the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTECBoard concludes, as a condition result, that it is essential to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, defer the filing of any such Registration StatementStatement at such time, if at and Seller shall furnish to Buyer a certificate signed by the time President of Seller stating that in the good faith judgment of the Board, it received a request therefor ANTEC determineswould be seriously detrimental to Seller for such Registration Statement to be filed in the near future and that it is, in its reasonable business judgmenttherefore, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone essential to defer the filing of any such Registration Statement. In such event, any of the Selling Stockholders Seller shall have the right to withdraw his or its request defer such filing (except as provided in subparagraph (a) above) for such registration by giving notice to ANTEC within 15 a period of not more than one hundred eighty (180) days after receipt of the notice request of postponement. In the event Buyer; provided, that all of the Selling Stockholders withdraw their request, such request Seller shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or defer its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating obligation in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other this manner more than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion twice in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy12-Back Sellermonth period.

Demand Registration. (a) Investor If the Company or any person acquiring by transfer any Shares Parent, as the case may be shall receive a Demand Registration Request from the Holders (the "SELLING HOLDERS") of Transfer Restricted Securities that the Company or Parent, as the case may be, effect the registration under the Act of all or a portion of such Selling Holders' Transfer Restricted Securities, and specifying the intended method of disposition thereof, then the Company or Parent, as the case may be, shall promptly give written notice of such requested registration (a "Permitted TransfereeDEMAND REGISTRATION") (Investor at least 30 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to all Holders and any such Permitted Transferees being hereinafter referred thereupon will use its best efforts to individually effect, as a "Stockholder" and collectively expeditiously as possible, the "Stockholders") shall at any time have the right to request registration under the Act of: (i) the Transfer Restricted Securities Actwhich the Company or Parent, of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares"case may be, has been so requested to register by the Selling Holders, then held by such Selling Holders; and (ii) upon the terms and subject to the conditions restrictions set forth in this AgreementSection 4(e), all other Transfer Restricted Securities of the same type as that to which the request by the Selling Holders relates which any other person entitled to request Parent to effect an Incidental Registration (as such term is defined in Section 5) pursuant to Section 5 has requested Parent to register by written request received by Parent within 15 days after the receipt by such Holders of such written notice given by Parent, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Transfer Restricted Securities so to be registered; provided that, (A) the Company shall not be obligated to effect more than two Demand Registrations with respect to Transfer Restricted Notes, and (B) Parent shall not be obligated to effect more than one Demand Registration with respect to Transfer Restricted Warrant Securities in addition to its obligations under Section 7; provided, further that the Company shall not be obligated to effect any shelf registration of Transfer Restricted Notes and neither the Company nor Parent shall be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Transfer Restricted Securities to be included in such Demand Registration, in the reasonable opinion of DLJ Merchant Banking Partners II, L.P. exercised in good faith, equals or exceeds $15,000,000. In no event will the Company or Parent be required to effect more than one Demand Registration within any four-month period. (b) Upon receipt Promptly after the expiration of the 15-day period referred to in Section 4(a)(ii) hereof, Parent will notify all of the Selling Holders of the other Holders who have requested to include their Transfer Restricted Warrant Securities in the registration and the number of Transfer Restricted Securities requested to be included therein. The Selling Holders requesting a registration under this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request, without liability to any of the other Holders, by ANTEC of providing a written request for registration hereundernotice to the Company or Parent, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of as the case may be, revoking such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file in which case such request, so revoked, shall be considered an effected Demand Registration unless the Selling Holders reimburse the Company or Parent, as the case may be, for all costs incurred by the Company or Parent, as the case may be, in connection with such registration, or unless such revocation arose out of the Securities and Exchange Commission (fault of the "Commission")Company or Parent, and use its best efforts to cause to become effectiveas the case may be, a registration statement under the Securities Act (a "Registration Statement") in which case such request shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereofnot be considered an effected Demand Registration. (c) If so requested by any Stockholder requesting participation in a public offering The Company or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTECParent, as a condition to fulfilling its obligations under this Agreement the case may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (be, will pay all registration expenses as defined set forth in Section 6 9 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for A registration made pursuant to this Agreement, Section 4 shall not be deemed to have been effected (i) unless the filing registration statement relating thereto (A) has become effective under the Act and (B) has remained effective for a period of any Registration Statement, if at least 180 days (or such shorter period in which all Transfer Restricted Securities of the time it received a request therefor ANTEC determines, Holders included in its reasonable business judgment, that such registration and offering could interfere have actually been sold thereunder); provided that if after any registration statement filed pursuant to this Section 4 becomes effective (x) such registration statement is interfered with by any financingstop order, acquisition, corporate reorganization, injunction or other material transaction order or development involving ANTEC requirement of the Commission or any other governmental agency or court and (y) less than 75% of its affiliates and gives the Selling Stockholders written notice Transfer Restricted Securities included in such registration statement has been sold thereunder, such registration statement shall not be considered an effected Demand Registration or (ii) if the Maximum Offering Size (as defined below) is reduced in accordance with Section 5.01(e) or 5.01(f) such that less than 66 2/3% of such determination. If ANTEC shall postpone the filing of any Registration Statement, any Transfer Restricted Securities of the Selling Stockholders shall have the right Holders sought to withdraw his or its request for be included in such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunderincluded. (e) Each Selling Stockholder may, before such If a Demand Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly an underwritten public offering Public Offering and the managing underwriter thereof determines reasonably shall advise the Company or Parent, as the case may be, and the Selling Holders that, in good faith that its view, (i) the number of Transfer Restricted Securities requested to be included in such registration (including any securities which the Company or Parent, as the case may be, proposes to be included which are not Transfer Restricted Securities) or (ii) the inclusion of some or all of the Transfer Restricted Securities owned by the Holders, in any such case, exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold (the "MAXIMUM OFFERING SIZE"), the Company or Parent, as the case may be, will include in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC registration, in the priority listed below, up to the Maximum Offering Size: (i) first, the Transfer Restricted Securities requested to be offered included in such registration pursuant to Section 4(a)(i) and pursuant to Section 5 by the Holders, allocated (if necessary) pro rata among such Holders on the basis of the relative number of Transfer Restricted Securities each such Holder has requested to be included in such registrations; and (ii) second, securities to be sold for the account of any person other persons (including ANTEC) other than the Company or Parent, as the case may be), with such Selling Stockholder (eachpriorities among them as the Company or Parent, a "Piggy-Back Seller") would adversely affect as the offering of any Registrable Shares by the Selling Stockholdercase may be, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Sellerdetermine.

Demand Registration. (a) Investor or any person acquiring If the Company shall be requested by transfer any Shares (the Requisite Stockholders to effect a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have the right to request registration under the Securities ActAct of Registrable Shares in accordance with this Section, then the Company shall promptly give written notice of the such proposed registration to all holders of Restricted Shares and shall offer to include in such proposed registration any securities issued Registrable Shares requested to be included in exchange for or such proposed registration by such holders who respond in respect writing to the Company's notice within 15 days after delivery of such notice (which response shall specify the number of Registrable Shares whether pursuant proposed to a stock dividend, stock split, stock reclassification or otherwise (be included in such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC registration). The Company shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effectiveeffect such registration on an appropriate form, a registration statement including Form S-2 or S-3, if available, under the Securities Act (a "Registration Statement") which shall cover of the Registrable Shares specified which the Company has been so requested to register; provided, however, that the Company shall not be obligated to effect any registration under the Securities Act except in accordance with the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause following provisions: (i) hereof. (c) If so requested by any Stockholder requesting participation the Company shall not be obligated to file more than one registration statement in a public offering or distribution of Registrable Shares (a "Selling Stockholder") total pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares which registration statement was initiated pursuant to Rule 415 this Section and becomes effective or which is rescinded by the Requisite Stockholders without reimbursement as specified in the last paragraph of this Section; (ii) the Company shall not be obligated to file any registration statement during any period in which any other registration statement (other than on Form S-4 or Form S-8 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be successor forms thereto) pursuant to a firm commitment underwriting, which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements prior 90 days; (iii) with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this AgreementSection, the filing of Company may include in such registration any Registration StatementPrimary Shares or Other Shares; provided, if at the time it received a request therefor ANTEC determines, in its reasonable business judgmenthowever, that if the managing underwriter advises the Company that the inclusion of all Registrable Shares, Primary Shares and Other Shares proposed to be included in such registration and offering could would interfere with any financingthe successful marketing (including pricing) of all such securities, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining then the number of registrations Registrable Shares, Primary Shares and Other Shares proposed to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating included in such registration so withdraw, however, such registration shall be deemed to have occurred for included in the purposes of Section 4 hereof unless such Selling Stockholders pay following order: (A) First, the Registrable Shares held by all Stockholders, pro rata, in proportion to rata based upon the number of shares Restricted Shares owned by each such Stockholder at the time of such registration; (B) Second, the Primary Shares; and (C) Third, the Other Shares. (b) A requested registration under this Section may be rescinded by written notice to be includedthe Company by the Requisite Stockholders; such rescinded registration shall not count as a registration statement initiated pursuant to this Section for purposes of paragraph (a) within 20 days after any above if such withdrawal, registration statement is rescinded prior to the effective date thereof and if the Requisite Stockholders shall have reimbursed the Company for all of the out-of-pocket expenses of ANTEC incurred by the Company in connection with such rescinded registration. (f) In the event that . A registration shall not count as a Registration Statement requested by a Selling Stockholder registration statement initiated pursuant to this Section 1 hereof involves a firmly underwritten public offering for purposes of paragraph (a) above unless it becomes effective and the managing underwriter thereof determines reasonably and in good faith that Requisite Stockholders are able to sell at least 80% of the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares sought to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Sellerregistration statement.

Demand Registration. The Company will provide a list of the names, ------------------- addresses and number of Warrants held of all current Holders within ten (a10) Investor days of a written request of any Holder for such information. On or any person acquiring by transfer any after the Commencement Date, the holders of the Warrants and Warrant Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred may require the Company to individually as a "Stockholder" and collectively as effect the "Stockholders") shall at any time have the registration of Warrant Shares. The right to request registration under this Section 5(b) may be exercised on three (3) separate ------------ occasions, only unless such request is withdrawn in accordance with the terms hereof. The three (3) rights granted hereunder are distinct and separate from any other rights to request registration which have been granted to any other Person. A request may be delivered prior to the Commencement Date; provided that the registration statement does not have to be declared effective until after such date. A shelf registration may be demanded pursuant to this Section 5(b). ------------ These demand registration rights may only be exercised if the holders of a majority of Warrant Shares (whether or not the Warrant Shares have been issued) (the "Majority Holders") shall give notice to the Company to the effect that ---------------- holders of Warrants or Warrant Shares intend to (i) transfer all or any part of the Warrant Shares or (ii) exercise all or any part of the Warrant and transfer all or any part of the Warrant Shares under such circumstances that a public distribution (within the meaning of the Securities Act, ) of the Warrant Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividendwill be involved, stock split, stock reclassification or otherwise then the Company (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares"A) upon the terms and subject to the conditions set forth in this Agreement. within ten (b10) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such notice shall give written requestnotice of the proposed registration pursuant to this Section 5(b) to the other holders of Warrants and Warrant Shares and (B) ------------ within thirty (30) days after receipt of such notice from the Majority Holders, shall file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement pursuant to the Securities Act to the end that all Warrant Shares the holders of which requested registration thereof either pursuant to the original notice from the Majority Holders given pursuant to this sentence or by written notice given to the Company during such 30-day period, may be sold under the Securities Act as promptly as is practicable thereafter. The Company shall use commercially reasonable efforts to cause any such registration to become effective and to keep the prospectus included therein current for ninety (a "Registration Statement"90) which days; provided, however, that such holders shall cover -------- ------- furnish the Registrable Shares specified Company with such appropriate information as is required in connection with such registration as the initial written request Company may reasonly requwet in writing and in that such holders shall comply with Section 8 --------- of this agreement. If the managing underwriter for any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") made pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect 5(b) (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTECMajority Holders, subject to the consent of ---- the Company, which approval shall not be unreasonably withheld) advises the Company in writing that, in its opinion, the inclusion of all of the Warrant Shares requested to be included in such registration by the holders of Warrants and Warrant Shares would materially adversely affect the distribution of all such securities, then there shall be included in such registration shares of the holders of Warrants or Warrant Shares pro rata based on the number of shares -------- originally proposed to be registered by each holder of Warrants or Warrant Shares and no other Common Shares shall be included in such registration. ANTEC shall A registration will not count as a demand registration under this Section 5(b) ------------ until it has become effective and the holders of the Warrants or Warrant Shares participating in the demand registration are able to register and sell at least 50% of the Warrant Shares originally requested to be included in such registration. The Company agrees to enter into the same an underwriting agreement in customary form with the managing underwriter. Such underwriting agreement will contain such representations and warranties by the Company and such other terms and provisions as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those are customarily made by an issuer contained in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon including, without limitation, indemnities and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereofcontribution. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.

Demand Registration. The Company will provide a list of the names, addresses and number of Warrants held of all current Holders within ten (a10) Investor days of a written request of any Holder for such information. On or any person acquiring by transfer any after the Commencement Date, the holders of the Warrants and Warrant Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred may require the Company to individually as a "Stockholder" and collectively as effect the "Stockholders") shall at any time have the registration of Warrant Shares. The right to request registration under this Section 5(b) may be exercised on three (3) separate occasions, only unless such request is withdrawn in accordance with the terms hereof. The three (3) rights granted hereunder are distinct and separate from any other rights to request registration which have been granted to any other Person. A request may be delivered prior to the Commencement Date; provided that the registration statement does not have to be declared effective until after such date. A shelf registration may be demanded pursuant to this Section 5(b). These demand registration rights may only be exercised if the holders of a majority of Warrant Shares (whether or not the Warrant Shares have been issued) (the "Majority Holders") shall give notice to the Company to the effect that holders of Warrants or Warrant Shares intend to (i) transfer all or any part of the Warrant Shares or (ii) exercise all or any part of the Warrant and transfer all or any part of the Warrant Shares under such circumstances that a public distribution (within the meaning of the Securities Act, ) of the Warrant Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividendwill be involved, stock split, stock reclassification or otherwise then the Company (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares"A) upon the terms and subject to the conditions set forth in this Agreement. within ten (b10) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such notice shall give written requestnotice of the proposed registration pursuant to this Section 5(b) to the other holders of Warrants and Warrant Shares and (B) within thirty (30) days after receipt of such notice from the Majority Holders, shall file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement pursuant to the Securities Act to the end that all Warrant Shares the holders of which requested registration thereof either pursuant to the original notice from the Majority Holders given pursuant to this sentence or by written notice given to the Company during such 30-day period, may be sold under the Securities Act as promptly as is practicable thereafter. The Company shall use commercially reasonable efforts to cause any such registration to become effective and to keep the prospectus included therein current for ninety (a "Registration Statement"90) which days; provided, however, that such holders shall cover furnish the Registrable Shares specified Company with such appropriate information as is required in connection with such registration as the initial written Company may reasonably request in writing and in that such holders shall comply with Section 8 of this Agreement. If the managing underwriter for any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") made pursuant to this Section 1 or Section 25(b) (who shall be selected by the Majority Holders, subject to the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority consent of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTECCompany, which approval shall not be unreasonably withheld) advises the Company in writing that, in its opinion, the inclusion of all of the Warrant Shares requested to be included in such registration by the holders of Warrants and Warrant Shares would materially adversely affect the distribution of all such securities, then there shall be included in such registration shares of the holders of Warrants or Warrant Shares pro rata based on the number of shares originally proposed to be registered by each holder of Warrants or Warrant Shares and no other Common Shares shall be included in such registration. ANTEC shall A registration will not count as a demand registration under this Section 5(b) until it has become effective and the holders of the Warrants or Warrant Shares participating in the demand registration are able to register and sell at least 50% of the Warrant Shares originally requested to be included in such registration. The Company agrees to enter into the same an underwriting agreement in customary form with the managing underwriter. Such underwriting agreement will contain such representations and warranties by the Company and such other terms and provisions as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those are customarily made by an issuer contained in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon including, without limitation, indemnities and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereofcontribution. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.

Demand Registration. (a) Investor Upon written notice at any time after the Closing Date from any Holder of Registrable Securities requesting that Peachtree effect the registration under the Securities Act of any or all of the Registrable Securities held by such Holder, which notice shall specify the intended method or methods of disposition of such Registrable Securities, Peachtree shall use its best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (including in a Rule 415 Offering, if Peachtree is then eligible to register such Registrable Securities on Form S-3 (or a successor form) for such offering); provided, that: (i) with respect to any registration statement filed, or to be filed, pursuant to this Section 2.1, if Peachtree shall furnish to the Holders of Registrable Securities that have made such request a certified resolution of the Board of Directors of Peachtree (adopted by the affirmative vote of a majority of the directors that are neither designated by the ADP Entities nor directors or officers of any ADP Entity) stating that in the Board of Directors' good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or financing activity, or the unavailability for reasons beyond Peachtree's reasonable control of any required financial statements, or any person acquiring by transfer any Shares other event or condition of similar significance to Peachtree) be significantly disadvantageous (a "Permitted TransfereeDisadvantageous Condition") (Investor to Peachtree for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth the general reasons for such judgment, Peachtree shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such Permitted Transferees being hereinafter referred registration statement, until such Disadvantageous Condition no longer exists (notice of which Peachtree shall promptly deliver to individually such Holders). Upon receipt of any such notice of a Disadvantageous Condition, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by Peachtree, each such Holder will deliver to Peachtree all copies, other than permanent file copies then in such Holder's possession, of the prospectus then covering such Registrable Securities current at the time of receipt of such notice; provided, that the filing or use of any such registration statement may not be delayed or discontinued for a period in excess of 90 days due to the occurrence of any particular Disadvantageous Condition and no more than two resolutions regarding Disadvantageous Conditions may be made by the Board of Directors in any two-year period; (ii) the Holders of Registrable Securities may collectively exercise their rights under this Section 2.1(through notice delivered by Holders owning in the aggregate a majority in economic interest of the Registrable Securities then held by Holders) on not more than four occasions; (iii) except as a "Stockholder" and collectively as otherwise provided herein, the "Stockholders") Holders of Registrable Securities shall at any time not have the right to request exercise registration under rights pursuant to this Section 2.1 within the 180-day period following the registration and sale of Registrable Securities Act, of the Shares and any securities issued in exchange for or in respect of such Shares whether effected pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect prior exercise of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth registration rights provided in this AgreementSection 2.1; and (iv) the Holders of Registrable Securities shall not have the right to exercise registration rights pursuant to this Section 2.1 within any "lock-up" period following the Closing Date agreed with the Underwriters in connection with the Offering, unless such "lock-up" is waived by the Underwriters. (b) Upon receipt Notwithstanding any other provision of this Agreement to the contrary, a registration requested by ANTEC a Holder of a written request Registrable Securities pursuant to this Section 2.1 shall not be deemed to have been effected (and, therefore, not requested for registration hereunderpurposes of paragraph (a) above), ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and unless it has become effective, (ii) if after it has become effective such registration 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 other than a misrepresentation or an omission by such Holder and, as soon as practicablea result thereof, but the Registrable Securities requested to be registered cannot be completely distributed in no event more than 45 days after receipt of such written request, file accordance with the Securities and Exchange Commission (plan of distribution set forth in the "Commission"), and use its best efforts to cause to become effective, a related registration statement under or (iii) if the Securities Act (a "Registration Statement") which shall cover the Registrable Shares conditions to closing specified in the initial written request and any purchase or underwriting agreement entered into in any written request from any connection with such registration are not satisfied or waived other Stockholder received than by ANTEC within 20 days reason of its giving the notice specified in clause (i) hereofsome act or omission by such Holder of Registrable Securities. (c) If so requested by In the event that any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") registration pursuant to this Section 1 2.1 shall involve, in whole or Section 2in part, an underwritten offering, the Registration Statement shall provide for delayed or continuous offering Holders of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable SharesSecurities to be registered shall have the right to designate an underwriter or underwriters reasonably acceptable to Peachtree as the lead or managing underwriters of such underwritten offering and, in connection with each registration pursuant to this Section 2.1, such Holders may select one counsel reasonably acceptable to Peachtree to represent all such Holders. (d) Peachtree shall have the right to cause the registration of additional equity securities for sale for its account, the public offering account of any Peachtree Entity or distribution any existing or former directors, officers or employees of Peachtree Entities in any registration of Registrable Shares under this Agreement shall be Securities requested by the Holders pursuant to paragraph (a) above; provided, that if such Holders are advised in writing (with a firm commitment underwriting, the managing underwriter of which shall be copy to Peachtree) by a nationally recognized investment banking firm selected by such Holders reasonably acceptable to Peachtree (which shall be the lead underwriter or a managing underwriter in the case of an underwritten offering) that, in such firm's good faith view, all or a part of such additional equity securities cannot be sold and engaged the inclusion of such additional equity securities in such registration would be likely to have an adverse effect on the price, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Holder, the Selling Stockholders and approved by ANTEC, which approval registration of such additional equity securities or part thereof shall not be unreasonably withheldpermitted. ANTEC shall enter into The Holders of the Registrable Securities to be offered may require that any such additional equity securities be included in the offering proposed by such Holders on the same underwriting agreement conditions as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) Registrable Securities that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponementincluded therein. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares Securities requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in a registration statement by the Holders thereof exceeds the number which, in the good faith view of such Registration Statement by all Piggy-Back Sellers to investment banking firm, can be sold without adversely affecting the amount that such managing underwriter determines would not adversely affect price, timing, distribution or sale of securities in the offering offering, the number shall be allocated pro rata among the requesting Holders on the basis of the relative number of Registrable Shares requested to Securities then held by each such Holder (provided, that any number in excess of a Holder's request may be registered by reallocated among the Selling Stockholder. Without limiting the foregoing, remaining requesting Holders in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Sellerlike manner).

Demand Registration. At any time following the 20th day following the SEC Compliant Date, Holders collectively holding greater than 25% of the Registrable Securities (a) Investor or at least $5.0 million of Registrable Securities (the party or the parties making the request shall be referred to as the "INITIATING HOLDERS"), may make a written request to Penn Traffic to register, and Penn Traffic shall register, under the Securities Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any person acquiring by transfer any Shares successor form thereto), in accordance with the terms of this Agreement (a "Permitted TransfereeDEMAND Registration"), the number of Registrable Securities stated in such request (a "DEMAND REQUEST") then the Company shall, within ten (Investor and any 10) days after receipt of such Permitted Transferees being hereinafter referred to individually as a Demand Request, give written notice of such request ("Stockholder" and collectively as the "StockholdersREQUEST NOTICE") to all Holders. Each Demand Request shall at any time have (x) specify the right number of Registrable Securities that the Initiating Holders intend to request registration under sell or dispose of, (y) state the intended method or methods of sale or disposition of the Registrable Securities and (z) specify the expected price range (net of underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Penn Traffic shall not be obligated to effect more than two such Demand Registrations. The Registration Statement when effective (including the documents incorporated therein by reference) shall comply as to form with all applicable requirements of the Securities Act, of Act and the Shares Exchange Act and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC shall not contain an untrue statement of a written material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Following receipt of a request for registration hereundera Demand Registration, ANTEC shall the Company shall: (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) cause to be filed, as soon as practicable, but in no any event more than 45 within 60 days after receipt of such written request, file with the Securities and Exchange Commission (date of delivery to the "Commission"), and use its best efforts to cause to become effectiveCompany of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Initiating Holders and other Holders who request to the Company that their Registrable Securities be registered within 20 days of the mailing of the Request Notice, providing for the registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) Securities to the extent necessary to reduce permit the total number disposition of shares such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its commercially reasonable efforts to be included in have such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered declared effective by the Selling Stockholder. Without limiting the foregoingSEC as soon as practicable thereafter; and (iii) refrain from filing any other Registration Statements, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder other than pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of ANTEC the Company until such date which is 180 days following effectiveness of the Registration Statement filed in response to be offered and sold for the account of any Piggy-Back SellerDemand Request.

Demand Registration. If a Holder holds Registrable Securities that it desires to sell, and if (a) Investor but only if), after consultation with legal counsel, the Holder determines in good faith that there is reasonable uncertainty as to whether Rule 144 of the Securities Act (or any person acquiring by transfer any Shares (a "Permitted Transferee"successor rule or regulation to Rule 144) (Investor and any or another exemption from registration is available to enable such Permitted Transferees being hereinafter referred Holder to individually as a "Stockholder" and collectively as dispose of the "Stockholders") shall number of Registrable Securities it desires to sell at any the time have the right it desires to request do so without registration under the Securities Act, then, at the option and upon the written request of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise Holder (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for to affirm that the Holder has consulted with legal counsel regarding whether Rule 144 or another exemption from registration hereunderis available), ANTEC TLP shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) file with the Commission as soon expeditiously as practicable, but in no event more than 45 days possible after receipt of receiving such written request, file with the Securities and Exchange Commission (the "Commission"), and use its reasonable best efforts to cause to become effectiveeffective and remain effective for a period of not less than six months following its effective date or such shorter period as shall terminate when all Registrable Securities covered by such registration statement have been sold (the "Effectiveness Period"), a registration statement under the Securities Act (including, as provided below or as otherwise elected by TLP, a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received shelf registration statement permitted by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of Act) registering the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering sale of the number of Registrable Shares requested to be registered Securities specified by the Selling Stockholder. Without limiting the foregoingHolder ("Registration Statement"); provided, in no event however, that TLP shall a Selling Stockholder not be required to reduce effect more than four registrations pursuant to this Section 2.01; and provided further, that TLP shall not be required to effect the registration of fewer than the lesser of 200,000 Registrable Securities (as adjusted to account for any split or reverse split of the Common Units) or the number of Registrable Shares requested Securities currently outstanding and held by all Holders. Notwithstanding anything herein to the contrary, no Holder will be entitled to demand that any Registrable Securities be registered by such Selling Stockholder pursuant to this Section 1 hereof as a result 2.01(a) if such Registrable Securities were outstanding at the time of any prior registration effected by TLP pursuant to this Section 2.01. If the inclusion in any Holders' demand registration rights will be permanently exhausted pursuant to this Section 2.01(a) following the then-current demand, then the Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggythen-Back Sellercurrent demand shall be a shelf registration statement permitted by Rule 415 under the Securities Act if so elected by the Holder.

Demand Registration. (a) Investor Upon written notice to the Issuer prior to the Termination Date from a Holder or any person acquiring by transfer any Shares Holders holding a majority in interest of the Registrable Securities (a the "Permitted TransfereeDemand Request") requesting that the Issuer effect the registration under the Securities Act of any or all of the Registrable Securities held by such requesting Holders (Investor the "Requesting Holders" which term shall include parties deemed "Requesting Holders" pursuant to Section 2.1(d)) in a firmly underwritten public offering, the Issuer shall prepare as soon as practicable and, within 30 days after such request, file with the Commission a registration statement with respect to such Registrable Securities and any thereafter use its reasonable best efforts to cause such Permitted Transferees being hereinafter registration statement to be declared effective under the Securities Act within 45 days after the filing of such registration statement. A registration effected pursuant to a Demand Request pursuant to this Section 2.1(a) shall be referred to individually herein as a "StockholderDemand Registration." and Notwithstanding any other provision of this Agreement to the contrary: (i) the Holders may collectively as the "Stockholders") shall at any time have the right exercise their rights to request registration Demand Registrations on not more the one occasion in any 12-month period; (ii) the method of disposition requested by Holders in connection with any Demand Registration may not, without the Issuer's written consent, be a Rule 415 Offering; and (iii) the Issuer shall not be required to effect a Demand Registration hereunder unless the aggregate offering size for such offering is at least $500 million. (b) Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration requested by Holders pursuant to this Section 2.1 shall not be deemed to have been effected, and, therefore, not requested and the rights of each Holder shall be deemed not to have been exercised for purposes of paragraph (a) above, if (i) such Demand Registration has not become effective under the Securities Act or (ii) such Demand Registration, after it became effective under the Securities Act, of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement was not maintained effective under the Securities Act (other than as a "Registration Statement"result of any stop order, injunction or other order or requirement of the Commission or other government agency or court solely on the account of a material misrepresentation or omission of a Holder) which shall cover for at least 90 days (or such shorter period ending when all the Registrable Shares specified Securities covered thereby have been disposed of pursuant thereto) and, as a result thereof, the Registrable Securities requested to be registered cannot be distributed in accordance with the plan of distribution set forth in the initial written request and related registration statement. So long as a Demand Request is made by the Holders prior to the Termination Date, the Holders shall not lose their right to their Demand Registration under Section 2.1(a) if the Demand Registration related to such Demand Request is delayed or not effected in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified circumstances set forth in clause (ithis Section 2.1(b) hereofor Section 2.4. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders The Issuer shall have the right to withdraw his or its request cause the registration of additional equity securities for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of the Issuer or any person (including ANTEC) other than such Selling Stockholder (eachPerson to whom the Issuer has granted registration rights from time to time, a "Piggy-Back Seller") would adversely affect in the offering registration of any Registrable Shares Securities requested by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder Holders pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.2.1(a)

Demand Registration. (a) Investor At any time, and from time to time after the one year anniversary of the Purchase Agreement, the Holders of a majority in number of the Registrable Shares, shall have the right, by written notice (the “Demand Notice”) given to the Corporation, to request that the Corporation register (a “Demand Registration”) under and in accordance with the provisions of the Securities Act all or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and portion of such Holders’ Registrable Shares. Upon receipt of any such Permitted Transferees being hereinafter referred Demand Notice, the Corporation shall promptly, but in no event more than five (5) business days after receipt thereof, notify each other Holder of the receipt of such Demand Notice and, subject to individually as a "Stockholder" the limitations set forth below, shall include in the proposed registration all Registrable Shares with respect to which the Corporation has received written requests for inclusion therein within 30 days after delivery of the Corporation’s notice. In connection with any Demand Registration in which more than one Holder or holders of Other Shares or the Corporation participates, in the event that such Demand Registration involves an underwritten offering and collectively as the "Stockholders"managing underwriter or underwriters participating in such offering advise in writing the Holders of Registrable Shares to be included in such offering that the total amount of Shares to be included in such offering exceeds the amount that can be sold in (or during the time of) shall at any time have such offering without delaying or jeopardizing the right to request registration under success of such offering (including the Securities Act, price per share of the Shares to be sold), then the number of Registrable Shares, Primary Shares and Other Shares (which have registration rights with respect to such offering) shall be reduced on a pro rata basis (based upon the number of shares requested or proposed to be registered by each such holder and the Corporation) to a number deemed satisfactory by such managing underwriter or underwriters, provided, that the securities to be excluded shall be determined in the sequence reflected in Section 3(b)(A). The Holders as a group shall be entitled to one Demand Registration on Form S-1, and, as a group, up to three Demand Registrations on Form S-2 or Form S-3 (or any securities issued successor form thereto); provided, that any Demand Registration that does not become effective or is not maintained for the time period required in exchange for or in respect accordance with Section 2(c) hereof shall not count as one of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this AgreementDemand Registrations. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC The Corporation shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 90 days after receipt of such written requestthe date on which the Corporation receives a Demand Notice given by the Holders in accordance with Section 2(a) hereof, file with the Securities and Exchange Commission (the "Commission")SEC, and the Corporation shall thereafter use its best efforts to cause to become effectivebe declared effective within 180 days following the date the Corporation receives such Demand Notice, a Registration Statement on the appropriate form for the registration statement under and sale, in accordance with the Securities Act (a "Registration Statement") which shall cover intended method or methods of distribution, of the total number of Registrable Shares specified by the Holders in such Demand Notice together with any other Registrable Shares with respect to which the initial Corporation has received a written request and for inclusion in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified accordance with Section 2(a) hereof, subject to reduction as set forth in clause (iSection 2(a) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") The Corporation shall use best efforts to keep each Registration Statement filed pursuant to this Section 1 or 2 continuously effective and usable for the resale of the Registrable Shares covered thereby for a period of 180 days from the date on which the SEC declares such Registration Statement effective, as such period may be extended pursuant to this Section 2, or if shorter, until all the Registrable Shares covered by such Registration Statement shall provide for delayed or continuous offering of Registrable Shares have been sold pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereofsuch Registration Statement. (d) ANTEC The Corporation shall be entitled to postponepostpone the filing of any Registration Statement otherwise required to be prepared and filed by the Corporation pursuant to this Section 2, or suspend the use of any effective Registration Statement under this Section 2, for a reasonable period of timetime which shall be as short as practicable, but in no any event not in excess of 120 60 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement(a “Delay Period”), if at the time it received a request therefor ANTEC determines, Corporation determines in its reasonable business judgment, good faith that such the registration and offering could distribution of the Registrable Shares covered or to be covered by such Registration Statement would materially interfere with any pending material financing, acquisition, disposition or corporate reorganization, reorganization or other material transaction or corporate development involving ANTEC the Corporation or any of its affiliates subsidiaries or would require premature disclosure thereof and promptly gives the Selling Stockholders Holders written notice of such determination, containing a statement of the reasons for such postponement and an approximation of the period of the anticipated delay; provided, however, that (i) the aggregate number of days included in all Delay Periods during any consecutive 12 months shall not exceed the aggregate of (x) 120 days minus (y) the number of days occurring during all Hold Back Periods and Interruption Periods during such consecutive 12 months and (ii) a period of at least 60 days shall elapse between the termination of any Delay Period, Hold Back Period or Interruption Period and the commencement of the immediately succeeding Delay Period. If ANTEC the Corporation shall so postpone the filing of any a Registration Statement, any the Holders of the Selling Stockholders Registrable Shares to be registered shall have the right to withdraw his or its the request for such registration by giving written notice given by the Holders of a majority of the Registrable Shares that were to ANTEC be registered to the Corporation within 15 45 days after receipt of the notice of postponementpostponement or, if earlier, the termination of such Delay Period. In The time period for which the event that Corporation is required to maintain the effectiveness of any Registration Statement shall be extended by the aggregate number of days of all of the Selling Stockholders withdraw their requestDelay Periods, all Hold Back Periods and all Interruption Periods occurring during such request Registration. The Corporation shall not be counted for purposes entitled to initiate a Delay Period unless it shall (A) concurrently prohibit sales by other securityholders under registration statements covering securities held by such other securityholders and (B) forbid purchases and sales in the open market by all officers and executives of determining the number of registrations to which Stockholders are entitled hereunderCorporation. (e) Each Selling Stockholder may, before such The Holders of a majority in number of the Registrable Shares to be included in a Registration Statement becomes effectivepursuant to this Section 2 may, withdraw his or its at any time prior to the effective date of the Registration Statement relating to such Demand Registration, revoke such request by providing a written notice to the Corporation revoking such request, in which case such request will not count, except as provided below, towards the quota of Demand Registrations to which the Holders are entitled pursuant to this Agreement. In the event of such revocation, the Holders of the Registrable Shares from sale, should the terms of the sale not to be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating included in such registration so withdraw, however, such registration Demand Registration shall be deemed to have occurred reimburse the Corporation for the purposes of Section 4 hereof unless such Selling Stockholders pay their pro rata share (pro rata, in proportion to based upon the number of shares Shares requested or proposed to be includedregistered in such Registration) within 20 days after any such withdrawal, all of the out-of-pocket registration expenses of ANTEC referred to in Section 6 hereof incurred by the Corporation in connection with the preparation, filing and processing of the Registration Statement, unless (i) there has been a material adverse change in the business, assets, properties, condition (financial or other) or results of operations of the Corporation and its subsidiaries taken as a whole, since the time of the Demand Notice, (ii) such registration. revocation was based on the Corporation’s failure to comply in any material respect with its obligations hereunder or (fiii) In the event that Holders of a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and majority in number of the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Demand Registration Statement by all Piggy-Back Sellers choose to count the amount that such managing underwriter determines would not adversely affect the offering Demand Registration as one of the number of Registrable Shares requested Demand Registrations to be registered by which the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder Holders are entitled pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Sellerthis Agreement.

Demand Registration. (a) Investor If, on or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have after the right to request Effectiveness Date there is no currently effective “Shelf” Registration Statement, then at any time thereafter, upon written notice (a “Demand”) from a Holder or Holders holding at least 50% of the Registrable Securities requesting that the Company effect the registration under the Securities Act, Act of any or all of the Shares and any securities issued in exchange for Registrable Securities held by such Holder or in respect Holders, which notice shall specify the intended method or methods of disposition of such Shares whether pursuant to a stock dividendRegistrable Securities, stock splitthe Company shall, stock reclassification within five (5) days after receiving the Holder’s or otherwise Holders’ Demand, give written notice (such Shares and such securities issued in exchange for or in respect the “Request Notice”) of such Shares being collectively referred registration request to herein all other Holders, except if all the Registrable Securities are held by a single Holder, no Request Notice shall be required. The Request Notice shall offer to each such Holder the opportunity to include in such Registration Statement such number of Registrable Securities as such Holder may request within ten (10) days after the "Registrable Shares") upon date of the terms and Request Notice, subject to the conditions limitations of this Section 2(a) and to compliance with the other provisions of this Agreement. As promptly as possible after such ten (10) day period, but no later than the 30th day following receipt of the Demand, the Company shall file a Registration Statement with the Commission for purposes of effecting, in the manner set forth in this Agreement. (b) Upon receipt by ANTEC Section 2 and Section 3 hereof, the registration under the Securities Act of a written request all such Registrable Securities for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder disposition in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file accordance with the Securities intended method or methods of disposition stated in the Holder’s or Holders’ request and Exchange Commission (the "Commission"), and shall use its best efforts to cause such Registration Statement to become effective, a registration statement be declared effective under the Securities Act (a "Registration Statement") which shall cover as promptly as possible after the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause filing thereof, provided that: (i) hereof.if the filing of a Registration Statement in respect of a Demand would require the Company (A) to make an Adverse Disclosure or (B) if the Company has already commenced a bona fide financing plan through a formal “all hands” meeting or comparable action, and, in the good- faith business judgment of a majority of the Board of Directors, a Demand registration at the time and on the terms requested would have a material adverse effect on the ability of the Company to obtain such financing, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing of such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose; provided, however that the Company shall not be permitted to do so (A) more than three times during any twenty-four month period, (B) for a period not exceeding 40 days on any one occasion or (C) for a period exceeding 60 days in any 12 month period. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 2(a)(i); (cii) If so requested by any Stockholder requesting participation in the Company shall not be obligated to file a public offering or distribution of Registrable Shares (Registration Statement relating to a "Selling Stockholder") registration request pursuant to this Section 1 2(a): (A) on more than three occasions (it being understood and agreed that the Company shall only be responsible for Registration Expenses for the first two occasions), (B) within a period of one (1) month after the effective date of any other Registration Statement of the Company demanded pursuant to this Section 2(a); or Section 2(C) if such registration request is for a number of Registrable Securities that represent in the aggregate (on an as converted basis) less than one third of the number of Shares originally acquired by the Holders; (iii) the Company shall be deemed to have effected a Demand registration if (i) the applicable Registration Statement is withdrawn at the request of the Purchasers after having been filed with the Commission or (ii) the applicable Registration Statement is declared effective by the Commission and remains effective for not less than 180 days, or, if such Registration Statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriter or underwriters is required by law for the delivery of a Prospectus in connection with the sale of Registrable Securities by an underwriter or dealer; (iv) a Holder may elect to withdraw its Registrable Securities from a Demand Registration at any time. If all such Holders do so, the Registration Statement Company shall provide for delayed or continuous offering of Registrable Shares cease its efforts to secure registration; and (v) Registrations pursuant to Rule 415 promulgated under this Section 2(a) shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities Act or any similar rule then on Form S-3, in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own which case such registration shall be on another appropriate form, reasonably acceptable to the Holders of a majority of the Registrable SharesSecurities, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall permit the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer disposition of the Registrable Securities in underwriting agreements accordance with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out intended method of distribution or are based upon an untrue statement or an alleged untrue statement or omission methods of distribution specified in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically applicable Holder’s or Holders’ requests for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall at At any time have after the right to date of this Agreement the Majority Investor Holders may request in writing that the Corporation effect the registration under the Securities ActAct of any or all of the Registrable Securities held by the Investor Holders, which notice shall specify the intended method or methods of disposition of such Registrable Securities. Except as otherwise provided herein, the Corporation shall prepare and (within 90 days after such request has been given) file with the Securities and Exchange Commission a registration statement with respect to (x) all Registrable Securities included in such request and (y) all Registrable Securities included in any request delivered by the Requesting Holders pursuant to Section 2.01(g), and thereafter use its reasonable best efforts to effect the registration under the Securities Act and applicable state securities laws of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request (which requested method of disposition may be a Rule 415 Offering); provided that the Corporation shall not be obligated to (i) effect a registration for a Rule 415 Offering unless the aggregate amount of Registrable Securities to be registered exceeds $10 million and (ii) send officers of the Corporation to attend any “road show” presentations in connection with any registration pursuant to this Section 2.01(a) unless the aggregate amount of Registrable Securities to be registered exceeds $50 million; provided further that if the Corporation furnishes to the Requesting Holders a certified resolution of the Board stating that in the Board’s good faith judgment it would (because of the existence of, or in anticipation of, any acquisition or other material event or transaction the public disclosure of which at the time would be materially prejudicial to the Corporation) be significantly disadvantageous (a “Disadvantageous Condition”) to the Corporation for such a registration statement to be maintained effective, or to be filed and become effective, and setting forth in reasonable detail the general reasons for such judgment, the Corporation shall be entitled to cause such registration statement to be withdrawn and the effectiveness of such registration statement terminated, or, in the event no registration statement has yet been filed, shall be entitled not to file any such registration statement, until such Disadvantageous Condition no longer exists (written notice of which the Corporation shall promptly deliver to each Requesting Holder). Upon receipt of any certification of a Disadvantageous Condition, such Requesting Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so directed by the Corporation, such Requesting Holders shall deliver to the Corporation all copies, other than permanent file copies, of the Shares prospectus covering such Registrable Securities current at the time of receipt of such notice. Neither the filing nor the effectiveness of any such registration statement may be delayed for a period in excess of 60 days due to the occurrence of any particular Disadvantageous Condition and the Corporation may exercise its delay rights on only one occasion in connection with any securities issued in exchange for registration request under Section 2.01 or in respect any one-year period. If requested by the Initial Requesting Holders, the Corporation shall, if any registration statement shall have been withdrawn, at such time as it is possible or, if earlier, at the end of the 90-day period following such Shares whether pursuant to withdrawal, file a stock dividend, stock split, stock reclassification or otherwise (new registration statement covering the Registrable Securities that were covered by such Shares withdrawn registration and maintain the effectiveness thereof for such securities issued in exchange for or in respect of such Shares being collectively referred to herein time as the "Registrable Shares") upon the terms and subject to the conditions set forth in is required under this Agreement. (b) Upon receipt by ANTEC The Investor Holders may collectively exercise their rights under this Section 2.01 (x) on an unlimited number of occasions with respect to registration statements on Forms S-2 or S-3 (or any successors thereto) and (y) on not more than three occasions with respect to registration statements on Form S-1 (or any successor thereto). (c) The Holders shall not have the right to require the filing of a written registration statement pursuant to this Section 2.01 within six months following the registration and sale of Registrable Securities effected pursuant to a prior exercise of the registration rights provided for in this Section 2.01. (d) The Initial Requesting Holders may, at any time prior to the effective date of the registration statement relating to any requested registration, revoke such request (which request will then not count as the exercise of a request for purposes of Section 2.01(a)), without liability to any Requesting Holder, by providing a written notice to the Corporation revoking such request. (e) Notwithstanding any other provision of this Agreement to the contrary, a registration hereunderpursuant to this Section 2.01 shall not be deemed to have been effected (and, ANTEC therefore, rights of a Requesting Holder shall be deemed not to have been exercised for purposes of paragraphs (a) or (b) above) (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and unless it has become effective, (ii) as soon as practicableif after it has become effective such registration is interfered with by any stop order, but in no event more than 45 days after receipt injunction or other order or requirement of such written request, file with the Securities and Exchange Commission (or other governmental agency or court for any reason other than a misrepresentation or an omission by such Requesting Holder and, as a result thereof, the "Commission"), and use its best efforts Registrable Securities requested to cause to become effective, a be registered cannot be completely distributed in accordance with the plan of distribution set forth in the related registration statement under or (iii) if the Securities Act (a "Registration Statement") which shall cover the Registrable Shares conditions to closing specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering purchase agreement or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter entered into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registrationregistration are not satisfied or waived other than solely by reason of some act or omission by such Requesting Holder. (f) In the event that a Registration Statement requested by a Selling Stockholder any registration pursuant to this Section 1 hereof involves 2.01 shall involve, in whole or in part, an underwritten offering, the Holders of a firmly underwritten public offering and majority of the managing underwriter thereof determines reasonably and in good faith that Registrable Securities to be registered shall select the lead underwriter, as well as counsel for the Holders, with respect to such registration. (g) Upon receipt of a written request from the Initial Requesting Holders pursuant to the first sentence of Section 2.01(a), the Corporation shall promptly give written notice of such requested registration to all other Holders of Registrable Securities. Each other Holder may, by written notice to the Corporation to be delivered within 15 days of the delivery of the Corporation’s notice, request the inclusion in such Registration Statement registration of any additional shares Registrable Securities held by such other Holder. The Corporation shall promptly after the expiration of Common Stock or such 15-day period notify each Requesting Holder of (i) the identity of the other securities Requesting Holders and (ii) the number of ANTEC Registrable Securities requested to be offered and sold included therein by each Requesting Holder. (h) Subject to Section 2.10, the Corporation shall have the right to cause the registration of additional equity securities for sale for the account of any person Person that is not a Holder (including ANTECthe Corporation and any directors, officers or employees of the Corporation) other than in any registration of Registrable Securities requested by the Requesting Holders; provided that if such Selling Stockholder Requesting Holders are advised in writing (eachwith a copy to the Corporation) by a nationally recognized investment banking firm selected pursuant to paragraph (f) above that, in such firm’s good faith view, all or a "Piggy-Back Seller") part of such additional equity securities cannot be sold and the inclusion of such additional equity securities or part thereof in such registration would adversely affect be likely to have an adverse effect on the price, timing or distribution of the offering and sale of the Registrable Securities then contemplated by any Registrable Shares by Requesting Holder, the Selling Stockholderregistration of such additional equity securities or part thereof shall not be permitted (unless such registration is the initial Public Offering and such other Persons (the “Institutional Holders”) are exercising their registration rights under the Institutional Registration Rights Agreement, then in which case the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares equity securities to be included in such Registration Statement registration statement shall be allocated pro rata among all of the Requesting Holders and Institutional Holders pro rata on the basis of the relative number of Registrable Securities and other equity securities of the Corporation then held by all Piggy-Back Sellers to each such Requesting Holder and each such Institutional Holder (with any number in excess of a Requesting Holder’s or Institutional Holder’s request reallocated among the amount remaining Requesting Holders and Institutional Holders in a like manner)). In the event that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares Securities requested to be registered included in a registration statement by the Selling Stockholder. Without limiting Requesting Holders exceeds the foregoingnumber which, in no event the good faith view of such investment banking firm, can be sold without adversely affecting the price, timing, distribution or sale of securities in the offering, the number shall a Selling Stockholder be required to reduce allocated pro rata among all of the Requesting Holders on the basis of the relative number of Registrable Shares requested to be registered Securities then held by each such Selling Stockholder pursuant to Section 1 hereof as Requesting Holder (with any number in excess of a result of Requesting Holder’s request reallocated among the inclusion remaining Requesting Holders in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Sellera like manner).

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall at At any time have during the right to request registration under five year period following the Securities ActClosing Date, of the Shares and any securities issued in exchange for one or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of more Requesting Purchasers may make a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "CommissionDemand Notice"), and use its best efforts to cause to become effective, a ) for registration statement under the Securities Act (a "Registration StatementDemand Registration") which shall cover of the Registrable Shares specified in Securities held by such Requesting Purchasers. The Demand Notice will specify the initial number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of a Demand Notice from the Requesting Purchasers, the Company promptly will give written request notice of the requested registration to all other Purchasers, and in will thereafter file a registration statement on any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause appropriate form which will cover (i) hereof. (c) If the Registrable Securities that the Company has been so requested to register by such Requesting Purchasers and (ii) all other Registrable Securities that the Company has been requested to register by any Stockholder requesting participation other Purchasers by written request given to the Company within 15 days after the Company's giving of written notice of the Requesting Purchasers' requested registration. Unless each Participating Holder shall consent in a public offering writing, no party (including the Company) other than any Purchaser, DDR, USAA Real Estate Company ("Realco"), Praedium II Industrial Associates LLC ("Praedium"), LaSalle Advisors Limited Partnership acting as agent for and on behalf of certain clients ("LaSalle"), or distribution of Registrable Shares ABKB/LaSalle Securities Limited Partnership (a "Selling StockholderABKB" and together with LaSalle, the "LaSalle Entities") shall be permitted to offer securities under any such Demand Registration. The Company shall not be required to effect more than three Demand Registrations under this Section 2(b). A registration requested pursuant to this Section 1 or Section 2, 2(b) will not be deemed to have been effected (and it shall not count as one of the three Demand Registrations) unless the Registration Statement relating thereto has become effective under the Securities Act; provided, however that if, after such Registration Statement has become effective, the offering of the Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such registration will be deemed not to have been effected (and it shall provide for delayed or continuous not count as one of the three Demand Registrations). Participating Purchasers holding in excess of 50% of the Registrable Securities covered by a Demand Registration may at any time prior to the effective date of the Registration Statement relating to such registration revoke a Demand Notice by providing a written notice to the Company (in which case such Demand Registration shall not count as one of the three Demand Registrations). If Participating Purchasers holding in the aggregate in excess of 50% of the Registrable Securities covered by the Demand Registration so elect, the offering of Registrable Shares Securities pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for in the purposes form of Section 4 hereof unless an Underwritten Offering. If the managing underwriter or underwriters of such Selling Stockholders pay (pro rata, offering advise the Company and the Participating Purchasers in proportion to writing that in their opinion the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering Registrable Securities and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.DDR,

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall If at any time prior to the expiration of the Registration Period and after the date on which Parent pays any portion of the Contingent Payments in shares of Parent Common Stock, any Registrable Securities shall not have been registered by Parent, then the Representative shall on behalf of the Company Stockholders have the right by delivery of written notice to Parent, to request that Parent effect a registration on Form S-3 covering the resale of the Registrable Securities to the extent issued; provided, however, that Parent shall not be obligated to effect any such registration (i) during the period starting with the date thirty (30) days prior to Parent’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Parent-initiated registration; provided that Parent is actively employing in good faith all reasonable efforts to cause such registration statement to become effective, or (ii) (A) if Parent is engaged in any material activity which, in the good faith determination of the Board of Directors of Parent, based on the advice of counsel, would be required to be disclosed in connection with such registration, and such disclosure would adversely affect such material activity to the material detriment of Parent, and (B) Parent shall furnish to Representative a certificate signed by the President of Parent stating that in the good faith judgment of the Board of Directors of Parent, it would be seriously detrimental to Parent for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then Parent shall have the right to request registration under the Securities Act, defer such filing for a period of not more than ninety (90) days after receipt of the Shares and request of Representative, and, provided further, that Parent shall not defer its obligation in this manner more than once in any securities issued in exchange for or in respect of twelve-month period. The date on which Parent receives such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively notice is referred to herein as the "“Demand Date.” In the event that Form S-3 is unavailable and/or inappropriate for such a registration of all the Registrable Shares") upon the terms Securities, Parent shall use such other form or forms as are available and appropriate for such a registration, subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority consent of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTECRepresentative, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.

Demand Registration. (a) Investor or Upon the written demand of ------------------- any person acquiring by transfer any Shares Warrant Holder to the Issuer (a "Permitted TransfereeDemand") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time and from time to time after the Closing Date requesting that the Issuer effect the registration under the Securities Act of Non-Public Warrant Shares of such Warrant Holder, the Issuer will promptly give written notice (a "Demand Notice") of such Demand to all other Warrant Holders. Each other Warrant Holder may request that the Issuer effect the registration under the Securities Act of additional Non-Public Warrant Shares of such Warrant Holder by delivering written notice to the Issuer specifying such number of Non-Public Warrant Shares within 20 days of receipt of the Demand Notice. In the event that the Issuer receives requests for the registration under the Securities Act of Non-Public Warrant Shares representing at least the greater of (i) an aggregate of twenty (20) percent of the Warrants initially issued under the Warrant Agreements or (ii) Non-Public Warrant Shares having an aggregate market value of at least $250,000 (or if a lesser number of Non-Public Warrant Shares are outstanding, the remainder of the Non-Public Warrant Shares then outstanding) within such 20-day period the Issuer shall give written notice (a "Registration Notice") to all Warrant Holders that the Issuer will be filing a registration statement pursuant to this Section 2 and will thereupon use its reasonable best efforts promptly to effect the registration under the Securities Act of (i) the Non-Public Warrant Shares which Warrant Holders have requested to be registered within 20 days of the Demand Notice, and (ii) additional Non-Public Warrant Shares which Warrant Holders have requested to be registered within 10 days of the Registration Notice. Promptly within 20 days of the Registration Notice, the Issuer will notify all Warrant Holders whose Non-Public Warrant Shares are to be included in the registration of the number of additional Non-Public Warrant Shares requested to be included therein by the other Warrant Holders. If the registration of which the Issuer gives notice pursuant to this Section 2 is for an underwritten public offering, Non-Public Warrant Shares which are to be included in the underwriting may be included in such registration, and the Issuer shall, after reasonable consultation with the selling Warrant Holders, have the right to request registration under designate the Securities Act, managing underwriter(s) in any such underwritten public offering with the consent of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise selling Warrant Holders (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval consent shall not be unreasonably withheld). ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer Holders who include Warrant Shares in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this AgreementSection 2 shall bear the cost of any underwriters' discounts and commissions relating to their Warrant Shares which are sold. Notwithstanding the foregoing, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders Warrant Holders shall have the right to withdraw his make no more than three (3) demands for registration under this Section 2. If the Issuer shall furnish to the Warrant Holders a certificate signed by the Issuer's chief executive officer stating that, because of unannounced material pending acquisitions or other undisclosed material facts, in the good faith judgment of the Board of Directors of the Issuer, it would not be in the best interests of the Issuer and its request for shareholders generally to sell shares pursuant to such registration by giving statement for a period not to exceed sixty (60) days from the date of such officer's certificate, the Warrant Holders shall agree that they shall not sell securities pursuant to such registration statement during such period; provided, however, that the Issuer shall be entitled to give such notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their requestonly once in any 365-day period, such request and shall not be counted for purposes of determining the number of registrations entitled to give such notice at any time at which Stockholders are entitled hereunderan underwritten offering is being effected. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.

Demand Registration. (a) Investor Any time after the date of this Agreement, any Holder or any person acquiring by transfer any Shares Holders who collectively beneficially own at least a majority of the Registrable Securities outstanding at such time may request (a "Permitted TransfereeRequest Notice") (Investor and any such Permitted Transferees being hereinafter referred the Company to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have the right to request registration register under the Securities Act, Act all or any portion (provided that such portion will have an aggregate offering price of at least $1,000,000) of the Shares and any securities issued in exchange for Registrable Securities that are held or in respect will be held upon the conversion of shares of Convertible Preferred Stock or the exercise of Warrants by such Shares whether pursuant to a stock dividendHolder or Holders (collectively, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable SharesRequesting Holder") upon for sale in the terms and subject to manner specified in the conditions set forth in this AgreementRequest Notice. (b) Upon Promptly following receipt by ANTEC of a written request for registration hereunderRequest Notice, ANTEC the Company shall immediately notify any Person who is a Holder of Registrable Securities (iexcept the Requesting Holder) promptly notify each other Stockholder in writing of its the receipt of such initial written request for registration a Request Notice and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and shall use its best efforts to cause to become effective, file a registration statement under the Securities Act (each such registration statement is hereinafter referred to as a "Registration Statement") which shall cover effecting the registration under the Securities Act, for public sale in accordance with the method of disposition specified in such Request Notice, the Registrable Shares Securities specified in the initial written request Request Notice (and in any written request notices received from any other Stockholder received by ANTEC within 20 days Holders no later than the 10th Business Day after receipt of its giving the notice specified in clause sent by the Company) (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a such other Holders and the Requesting Holder are hereinafter referred to as the "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf OfferingRequesting Holders"). If so requested by Selling Stockholders who own such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the Requesting Holders holding a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall Securities to be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTECregistered, which approval shall not be unreasonably withheldwithheld unreasonably. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC The Company shall be entitled obligated to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration register Registrable Securities pursuant to this AgreementSection 2.01 on three occasions only. A request pursuant to this Section 2.01 shall be counted only when (i) all the Registrable Securities requested to be included in any such registration have been so included, (ii) the corresponding Registration Statement has become effective under the Securities Act, and (iii) the public offering has been consummated and the Registrable Securities have been sold on the terms and conditions specified therein. Notwithstanding anything to the contrary contained herein, the Company may delay the filing or effectiveness of any a Registration Statement, Statement after receipt of a Request Notice (i) for up to 90 days if at the time it received of such request, the Company is engaged in a request therefor ANTEC determinesfirm commitment underwritten public offering of its securities in which Holders may include Registrable Securities and for which the Company has delivered the notice to Holders required by the first sentence of Section 2.02 or (ii) for up to 60 days if at the time of such request, the Board of Directors of the Company determines in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably judgment and in good faith that the filing of such a Registration Statement or the making of any required disclosure in connection therewith would have a material adverse effect on the Company or substantially interfere with a significant transaction in which the Company is then engaged; provided that the Company may not delay the filing of a Registration Statement in reliance on this clause (ii) more than once during any period of twelve consecutive calendar months. (c) The Company shall be entitled to include in any Registration Statement filed pursuant to this Section 2.01, for sale in accordance with the method of disposition specified by the Requesting Holders, Voting Securities to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would materially jeopardize the successful marketing of the Registrable Securities to be sold. Any Person other than a Holder entitled to piggy-back registration rights with respect to a Registration Statement filed pursuant to this Section 2.01 132 may include Voting Securities of the Company with respect to which such rights apply in such Registration Statement for sale in accordance with the method of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares disposition specified by the Selling StockholderRequesting Holder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) except and to the extent necessary to reduce that, in the total number opinion of shares the managing underwriter (if such method of disposition shall be an underwritten public offering) such inclusion would materially jeopardize the successful marketing of the Registrable Securities to be included sold. Except as provided in this subsection (c), the Company will not effect any other registration of its Voting Securities (except with respect to Registration Statements on Form S-4 or S-8 for purposes permissible under such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering forms as of the number of Registrable Shares requested to date hereof, or any successor forms for comparable purposes that may be registered adopted by the Selling Stockholder. Without limiting Commission), whether for its own account or that of any other security holder, from the foregoing, in no event shall date of receipt of a Selling Stockholder be required to reduce Request Notice requesting the number registration of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result an underwritten public offering until the completion of the inclusion in distribution by the underwriters of all securities thereunder. (d) From and after the date of this Agreement and until no Registrable Securities remain outstanding, the Company shall not issue any Registration Statement demand registration rights to any Person without the prior written consent of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back SellerPurchaser.

Demand Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, including (awithout limitation) Investor or any person acquiring all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as them with the "Stockholders") shall at any time have the right to request registration under the Securities Act, approval of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTECCompany, which approval shall not be unreasonably withheld. ANTEC , shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC be borne by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postponeCompany; provided, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgmenthowever, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request Company shall not be counted required to pay for purposes any expenses of determining any registration proceeding begun pursuant to Section 1.2 if (i) the number registration request was initiated by the Holders of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms majority of the sale not Registrable Securities and the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be satisfactory to registered (in which case all participating Holders shall bear such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, expenses in proportion to the number of shares requested Registrable Securities proposed to be included) within 20 days after any such withdrawalregistered), all unless the Holders of a majority of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1 hereof involves 1.2(a)(ii)(A); (ii) the registration request was initiated by the Holders of a firmly underwritten public offering majority of the Series D Preferred Stock (or the Common Stock issued upon conversion thereof) and the managing underwriter thereof determines reasonably and in good faith that registration request is subsequently withdrawn at the inclusion in such Registration Statement request of any additional shares the Holders of a majority of the Series D Preferred Stock (or the Common Stock or other securities of ANTEC issued upon conversion thereof) to be offered and sold for the account of any person registered (including ANTEC) other than in which case all participating Holders shall bear such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited expenses in proportion to the number of shares owned Registrable Securities proposed to be registered), unless the Holders of a majority of the Series D Preferred Stock (or the Common Stock issued upon conversion of thereof) agree to forfeit their right to one demand registration pursuant to Section 1.2(a)(ii)(B); (iii) the registration request was initiated by each such Piggy-Back Seller the Holders of a majority of the Series E Preferred Stock (as compared to all such Piggy-Back Stockholdersor the Common Stock issued upon conversion thereof) and the registration request is subsequently withdrawn at the request of the Holders of a majority of the Series E Preferred Stock (or the Common Stock issued upon conversion thereof) to the extent necessary be registered (in which case all participating Holders shall bear such expenses in proportion to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested Securities proposed to be registered), unless the Holders of a majority of the Series E Preferred Stock (or the Common Stock issued upon conversion thereof) agree to forfeit their right to one demand registration pursuant to Section 1.2(a)(ii)(C); (iv) the registration request was initiated by the Holders of a majority of the Series E-1 Preferred Stock (or the Common Stock issued upon conversion thereof) and the registration request is subsequently withdrawn at the request of the Holders of a majority of the Series E-1 Preferred Stock (or the Common Stock issued upon conversion thereof) to be registered by the Selling Stockholder. Without limiting the foregoing, (in no event which case all participating Holders shall a Selling Stockholder be required bear such expenses in proportion to reduce the number of Registrable Shares requested Securities proposed to be registered), unless the Holders of a majority of the Series E-1 Preferred Stock (or the Common Stock issued upon conversion thereof) agree to forfeit their right to one demand registration pursuant to Section 1.2(a)(ii)(D); or (v) the registration request was initiated by the Holders of a majority of the Series G Preferred Stock (or the capital stock issued upon conversion thereof, determined on an as converted to Common Stock basis) and the registration request is subsequently withdrawn at the request of the Holders of a majority of the Series G Preferred Stock (or the capital stock issued upon conversion thereof, determined on an as converted to Common Stock basis) to be registered by (in which case all participating Holders shall bear such Selling Stockholder expenses in proportion to the number of Registrable Securities proposed to be registered), unless the Holders of a majority of the Series G Preferred Stock (or the capital stock issued upon conversion thereof, determined on an as converted to Common Stock basis) agree to forfeit their right to one demand registration pursuant to Section 1 hereof as 1.2(a)(ii)(E), provided further, however, that if at the time of such withdrawal, the Holders have learned of a result material adverse change in the condition, business, or prospects of the inclusion in Company from that known to the Holders at the time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any Registration Statement of Common Stock such expenses and shall retain their rights pursuant to Section 1.2(a)(ii)(A), (B), (C), (D) or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller(E), as applicable.

Demand Registration. (a) Investor or At any person acquiring by transfer any Shares time after July 1, 1999, upon written request (a "Permitted TransfereeRegistration Request") of holders of a majority of the Purchased Shares then subject to the registration rights provided for in this Section 10(a) (Investor and any such Permitted Transferees being hereinafter who for purposes of this Section 10 shall be referred to individually as a "Stockholder" and collectively as the "StockholdersPurchaser") shall at any time have ), the right Company hereby agrees to request registration under the Securities Act, of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "CommissionSEC"), as soon as practicable thereafter but not later than 30 days after receipt of such request, a registration statement on Form S-3 or its successor form (the "Form S-3 Registration Statement"), registering the Purchased Shares then outstanding for resale by the Purchaser. Upon receipt of the Registration Request, the Company will give notice to all other holders of Purchased Shares then subject to the registration rights provided for in this Section 10(a) of the Registration Request (other than those making such request) (the "Other Purchasers"), and offer to include in the Form S-3 Registration Statement Purchased Shares (subject to the registration rights provided for in this Section 10) then held by the Other Purchasers, and will include all such shares held by the Other Purchasers in the Form S-3 Registration Statement which such Other Purchasers elect, by a written notice to the Company within 15 days of their receipt of the Company's notice. The Company will furnish the Purchaser with copies of the Form S-3 Registration Statement prior to the filing of the same. The Company will use its best reasonable efforts to cause have such Form S-3 Registration Statement declared effective promptly by the SEC. The Company shall keep such Form S-3 Registration Statement effective for the period necessary for the Purchaser to become effectivecomplete the public resale or other disposition or distribution of the Purchased Shares or, a registration statement if earlier, the date when all of the Purchased Shares are eligible for sale in one 3-month period under Rule 144 under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified Act. If in the initial written request and in any written request from any other Stockholder received good faith judgment of the Board of Directors of the Company (as evidenced by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2an appropriately adopted resolution), the filing, effectiveness or continued use of the Form S-3 Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant would be materially detrimental to Rule 415 promulgated under the Securities Act or any similar rule Company and its shareholders, then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders Company shall have the right to withdraw his defer such filing or its request effectiveness, and may suspend the Purchaser's right to sell Common Stock under the Form S-3 Registration Statement, for the period during which such registration by giving notice filing, effectiveness or use would be materially detrimental to ANTEC within 15 the Company, provided that such deferral or suspension shall be for a period of not more than sixty (60) days of and the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request Company shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before make such a Registration Statement becomes effectivedeferral or suspension more than once in any twelve month period, withdraw his and, further provided, that during such deferral or its Registrable Shares from sale, should suspension the terms of the sale Company shall not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such file a registration so withdraw, however, such registration shall be deemed to have occurred statement for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested securities to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered issued and sold for its own account or for the account of any person (including ANTEC) other than such Selling Stockholder (eachsecurity holder of the Company, a "Piggy-Back Seller") would adversely affect or both. The Company shall have the offering right to defer the filing of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Form S-3 Registration Statement by all Piggy-Back Sellers to for a period of 180 days after the amount that such managing underwriter determines would not adversely affect effective date of a registration statement, the offering preparation of which the Company initiated at the time of the number of Registrable Shares requested to be registered by the Selling StockholderPurchaser's request for registration. Without limiting the foregoing, in no event The Company shall a Selling Stockholder not be required to reduce file the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as Form S-3 Registration Statement on a result of date when the inclusion in any such Form S-3 Registration Statement of Common Stock or financial statements of the Company, other securities than the historical financial statements of ANTEC the Company required to be offered contained in the most recently required reports of the Company on SEC Forms 10-K and sold for 10-Q and the account required reports on SEC Form 8-K since the end of any Piggythe fiscal year covered by the most recently required report on Form 10-Back SellerK, would be required under the General Rules and Regulations of the SEC.

Demand Registration. (a) Investor At any time at least one hundred eighty (180) days following the Distribution, the Stockholder may submit a Registration Request for Demand Registration covering all or any person acquiring by transfer any part of his Registrable Shares, which request must request registration of at least Two Hundred Fifty Thousand (250,000) Shares. The Registration Request shall state the number of Registrable Shares to be registered and the intended plan of distribution thereof. eCost shall be obligated to honor Registration Requests to register Registrable Shares pursuant to this Section 2 on a total of only two (2) occasions. A request withdrawn pursuant to Subsection 2(c) hereof or deemed to be a "Permitted Transferee"Piggyback Registration pursuant to Subsection 2(d) (Investor and any such Permitted Transferees being hereinafter referred to individually hereof shall not be counted as a "Stockholder" and collectively as the "Stockholders") Registration Request. eCost shall at any time be deemed to have the right satisfied its obligation under this Section 2 with respect to request a Registration Request if a registration under the Securities Act, of the Shares and any securities issued in exchange for or in respect of such Shares whether statement filed pursuant to a stock dividendRegistration Request becomes effective under the Act and remains effective for the period required hereby, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect if the failure of such Shares being collectively referred a registration statement to herein as become or remain effective results primarily from any action or inaction of the "Registrable Shares") upon the terms and subject Stockholder. Subject to the conditions set forth in this Agreementand limitations of Section 4 hereof, eCost will use commercially reasonable efforts to file a registration statement under the Act registering the Registrable Shares covered by a Registration Request within forty-five (45) days after it receives such Registration Request unless such Registration Request is withdrawn as permitted by Subsection 2(c) hereof. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall The right to Demand Registration is subject to the procedures in Section 4 hereof and the following additional conditions and limitations: (i) promptly notify each other The Stockholder may withdraw the Stockholder's Registrable Shares from the Registration Request at any time prior to the time the registration statement becomes effective, provided that eCost may ignore a notice of withdrawal made within twenty-four (24) hours of the time the registration statement becomes effective. Following such a withdrawal, eCost shall not take any further action to register the withdrawn Registrable Shares, and shall not be obligated to register any Registrable Shares if the number of non-withdrawn Registrable Shares is less than Two Hundred Fifty Thousand (250,000) Shares. However, except as otherwise provided in writing Subsection 2(c) or (d) hereof, a Registration Request, once made, shall count as having been made for purposes of its receipt Subsection 2(a), unless it is withdrawn by the Stockholder making such request within fifteen (15) days after having been made or it is withdrawn before eCost devotes any significant efforts to the preparation of such initial written request for the registration and statement. (ii) as soon as practicableUnless otherwise agreed to by eCost, but any Demand Registration must relate to a firm commitment underwriting for which the managing underwriter shall be reasonably satisfactory to eCost (such satisfaction not to be withheld unreasonably) or a non-underwritten offering on a "shelf" basis in no event more than 45 days after receipt accordance with Rule 415 under the Act. (iii) eCost shall be permitted to use any registration form available to it for the registration of such written request, file with the Securities and Exchange Commission (the "Commission")Registrable Shares, and use its best efforts shall not be obligated to cause include in the prospectus any information that may be incorporated by reference or that is not required to become effective, a be included therein by the applicable registration statement form. (iv) No Registration Request may be made by the Stockholder if the amount of shares proposed to be sold could be sold by the Stockholder without limitation under Rule 144 under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereofAct. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, Notwithstanding the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statementforegoing, if eCost is aware at the time it received receives a request therefor ANTEC determinesRegistration Request that a registered public sale of Shares is being contemplated or is in the process of being prepared (except as provided in Section 7 hereof), in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives it will notify the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any Stockholder of the Selling Stockholders relevant facts, and the Stockholder who joined such Registration Request shall have the right to withdraw his or its the request for by written notice given to eCost within ten (10) days after eCost's notice under this Subsection 2(c), in which case such registration by giving notice Registration Request will be deemed not to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted have been made for purposes of determining Subsection 2(a). (d) For an additional ninety (90) days following the date on which the Stockholder may first submit a Registration Request for Demand Registration, eCost will be entitled to include Shares in any Demand Registration and to reduce the number of registrations Shares to which Stockholders are entitled hereunder. be sold by the Stockholder thereunder to a minimum of twenty percent (e) Each Selling Stockholder may20%), before such a Registration Statement becomes effectivecollectively, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdrawtotal offering plus any underwriters' over-allotment option. If, howeveras a result of this cutback procedure, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of Shares sold by the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other offering constitutes less than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting , the foregoing, in no event shall a Selling Stockholder registration would be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof treated as a result Piggyback Registration under Section 3 below, and a Registration Request will be deemed not to have been made for purposes of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back SellerSubsection 2(a) hereof.

Demand Registration. (a) Investor Upon written notice to the Issuer from a Holder or any person acquiring by transfer any Shares Holders holding at least 30% of the Registrable Securities (a the "Permitted TransfereeDEMAND REQUEST") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as requesting that the "Stockholders") shall at any time have Issuer effect the right to request registration under the Securities Act, Act of all or part of the Shares and any securities issued in exchange for or in respect of Registrable Securities held by such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise requesting Holders (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable SharesREQUESTING HOLDERS") upon ), the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC Issuer shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) prepare as soon as practicable, but in no event more than 45 days after receipt of such written request, practicable and file with the Commission, within 30 days after such request, a registration statement with respect to such Registrable Securities and Exchange Commission (the "Commission"), and thereafter use its best efforts to cause to become effective, a such registration statement to be declared effective under the Securities Act (as soon as practicable. A registration effected pursuant to a Demand Request pursuant to this Section 2.1(a) shall be referred to herein as a "Registration StatementDEMAND REGISTRATION." (b) which shall cover the Registrable Shares specified in the initial written request and in any written request from Notwithstanding any other Stockholder received provision of this Agreement to the contrary, a Demand Registration requested by ANTEC within 20 days Holders pursuant to this Section 2.1 shall not be deemed to have been effected, and, therefore, not requested and the rights of its giving the notice specified in clause each Holder shall be deemed not to have been exercised for purposes of paragraph (a) above, if (i) hereofsuch Demand Registration has not become effective under the Securities Act or (ii) such Demand Registration, after it became effective under the Securities Act, was not maintained effective under the Securities Act for at least 180 days (or such shorter period ending when all the Registrable Securities covered thereby have been disposed of pursuant thereto) and, as a result thereof, the Registrable Securities requested to be registered cannot be distributed in accordance with the plan of distribution set forth in the related registration statement. (c) If the Requesting Holders initiating the Demand Registration intend to distribute the Registrable Securities covered by their request by means of an underwritten offering, they shall so requested by advise the Issuer as a part of their Demand Request and the Issuer shall include such information in the written notice referred to in Section 2.1(d). In such event, the right of any Stockholder requesting Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in a public offering or distribution such underwriting and the inclusion of such Holder's Registrable Shares (a "Selling Stockholder") pursuant Securities in the underwriting to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of extent provided herein. All Holders proposing to distribute their Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC through such underwriting shall enter into the same an underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against with the underwriter or underwriters selected for such underwriting by a majority in interest of the Requesting Holders initiating the registration (which underwriter or underwriters shall be reasonably acceptable to the Issuer). Notwithstanding any Losses other provision of this Section 2.1, if the managing underwriter advises the Issuer that marketing factors require a limitation of the number of securities to be underwritten (as defined in Section 6 hereof) including Registrable Securities), then the Issuer shall so advise all Requesting Holders of Registrable Securities that arise out would otherwise be underwritten pursuant hereto, and the number of or are based upon an untrue statement or an alleged untrue statement or omission Registrable Securities that may be included in the Disclosure Documents (underwriting shall be allocated to the Requesting Holders on a pro rata basis based on the number of Registrable Securities held by all Requesting Holders; provided, however, that the number of Registrable Securities to be included in such underwriting and registration will not be reduced unless all other securities of the Issuer that are entitled by contract or otherwise to be included therein are first entirely excluded from such underwriting and registration. If, as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by a result of the underwriters specifically for use reduction specified in the preparation thereofimmediately previous sentence, the Requesting Holders are required to reduce the securities they sought to register by 50% or more then the registration shall not constitute a Demand Registration under this Section 2.1. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 Within five days after delivery of a Demand Request by a Holder, the Issuer shall provide a written notice to all other Holders, advising each such Holder of its receipt right to include all or part of an initial request the Registrable Securities held by such Holder for registration sale pursuant to the Demand Registration and advising such Holder of procedures to enable such Holder to elect to so include Registrable Securities for sale in the Demand Registration. Any Holder may, within 10 days of delivery to such Holder of a notice pursuant to this AgreementSection 2.1(d), the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC elect to so include all or any portion of its affiliates and gives such Holder's Registrable Securities in the Selling Stockholders Demand Registration by written notice to such effect to the Issuer specifying the number of Registrable Securities desired to be so included by such determinationHolder. If ANTEC All Holders requesting to have their Registrable Securities included in a Demand Registration pursuant to this Section 2.1(d) shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted deemed "Requesting Holders" for purposes of determining the number of registrations to which Stockholders are entitled hereunderthis Article 2. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should The Demand Registrations requested pursuant to Section 2.1(a) are subject to all the terms of following limitations: (i) the sale Issuer shall not be satisfactory required to such Selling Stockholdereffect more than three Demand Registrations; should all Selling Stockholders who are participating (ii) the Issuer shall not be required to effect more than one registration statement on Form S-1 or any similar long form registration statement in such any 12 month period and (iii) a registration so withdraw, however, such statement on Form S-1 or any similar long form registration shall be deemed to have occurred for the purposes statement must include Registrable Securities with an aggregate public offering price of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registrationat least $10,000,000. (f) In Notwithstanding anything contained herein, upon the event that written request ("FORM S-3 REQUEST") of a Registration Statement Holder, the Issuer shall prepare and file with the Commission within 30 days after such request one or more registration statements on Form S-3 (which may at the Holder's request be a Rule 415 Offering) covering the resale of Registrable Securities in an amount as requested by a Selling Stockholder such Holder, and the Issuer shall use its best efforts to obtain the effectiveness of such registration statement as soon as practicable after filing and to maintain the effectiveness of such registration statement until the Registrable Securities have been sold pursuant thereto; provided, however, that the Issuer shall not be obligated to effect any such registration pursuant to this Section 1 hereof involves a firmly underwritten public offering and 2.1(f): (i) if Form S-3 is not available or (ii) if the managing underwriter thereof determines reasonably and in good faith that Holders, together with the holders of any other securities of the Issuer entitled to inclusion in such Registration Statement registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any additional shares underwriters' discounts or commissions) of Common Stock or other securities of ANTEC less than $10,000,000. No registration pursuant to be offered and sold for the account of any person (including ANTECthis Section 2.1(f) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number deemed a Demand Registration for purposes of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller2.1(e).

Demand Registration. (a) Investor At any time after the date of this Agreement, a Majority Interest of the Investors may notify the Company that they intend to offer or cause to be offered for public sale all or any person acquiring by transfer portion of their Registrable Securities in the manner specified in such request. Upon receipt of such request, the Company shall promptly deliver notice of such request to all Persons holding Registrable Securities and who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event, the right of any Shares Person to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. The Company will use its reasonable best efforts to expeditiously effect the registration of all Registrable Securities whose holders request participation in such registration under the Securities Act and qualified for sale under any state blue sky law; provided, however, that the Company shall not be required to effect registration pursuant to a request under this Section 2 more than one (a "Permitted Transferee"1) (Investor and any such Permitted Transferees being hereinafter referred to individually time for the holders of the Registrable Securities as a "Stockholder" group. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within ninety (90) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering. The Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 2 for a reasonable time period, provided that such postponements shall not exceed ninety (90) days in the aggregate during any twelve (12) month period, if (i) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and collectively the Board of Directors of the Company determines in good faith that such disclosure is not in the best interests of the Company and its stockholders or (ii) the Board of Directors of the Company determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness (which period may be extended an additional 30 days if such deferral will materially reduce the expenses of such registration due to the elimination of the need for any special audits to be performed in connection with such registration). A registration will not count as a requested registration under this Section 2(a) until the "Stockholders"registration statement relating to such registration has been declared effective by the Commission at the request of the initiating holders; provided, however, that if a majority in interest of the participating Investors holding Registrable Securities shall request, in writing, that the Company withdraw a registration statement which has been filed under this Section 2(a) shall at any time have but not yet been declared effective, a majority in interest of such Investors may thereafter request the right Company to request registration reinstate such Registration Statement, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein; provided however, that if the withdrawal and filing of another registration statement materially increases the Shares and any securities issued in exchange for or in total expenses anticipated to be incurred with respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreementwithdrawn registration, the Investors shall share equally with the Company such increased expenses. (b) Upon receipt by ANTEC of If a written request for requested registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by involves an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof of such offering determines reasonably and in good faith that the inclusion number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such Registration Statement underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter, provided that the shares to be excluded shall be determined in the following sequence: (i) first, securities held by any other Persons (other than the Investors or Other Holders holding Registrable Securities) not having registration rights or having contractual, incidental "piggy back" right to include such securities in the registration statement, (ii) second, shares sought to be registered by the Company, (iii) third, Registrable Securities of holders (other than Investors and Other Holders) who did not make the original request for registration, and (iv) fourth, Registrable Securities of holders who requested such registration pursuant to Section 2(a), it being understood that no shares shall be registered for the account of the Company or any additional shareholder other than the Investors or Other Holders unless all Registrable Securities for which Investors and Other Holders have requested registration have been registered. If there is a reduction of the number of Registrable Securities pursuant to clauses (i), (iii) or (iv), such reduction shall be made on a pro rata basis (based upon the aggregate number of shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares Securities held by the Selling Stockholder, then the number of shares to be offered for the accounts of holders in each Piggy-Back Seller shall be reduced or limited in proportion tranche and subject to the number of shares owned by each such Piggy-Back Seller priorities set forth in the preceding sentence). (as compared c) With respect to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder request for registration pursuant to Section 1 hereof as 2(a) which is for an underwritten public offering, the managing underwriter shall be chosen by the Investors holding not less than a result Majority Interest of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC Registrable Securities to be offered and sold in such offering, subject to the Company's consent, which such consent shall not be unreasonably withheld. The Company may not cause any other registration of securities for sale for its own account (other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the account Securities Act is applicable) to become effective within one hundred eighty (180) days following the effective date of any Piggy-Back Sellerregistration required pursuant to this Section 2 or such lesser period as may be consented to by the managing underwriter.

Demand Registration. (a) Investor Any Holder or any person acquiring by transfer any Shares Holders who collectively beneficially own a majority of the Registrable Securities may request (a "Permitted TransfereeRequest Notice") the Company to register under the Securities Act all or any portion of the Registrable Securities that are held by such Holder or Holders (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as collectively, the "StockholdersRequesting Holder") for sale in the manner specified in the Request Notice. Any Registration Statement filed by the Company in response to a Request Notice may be filed on a Form S-3 (or any comparable successor form), to the extent the Company is then eligible to file such form. The Company shall at any time have be obligated to register Registrable Securities pursuant to this Section 2.1 on three occasions only. A request pursuant to this Section 2.1 shall be counted only when the right to request registration corresponding Registration Statement has been filed and becomes effective under the Securities Act. Notwithstanding the foregoing, of in the Shares and any securities issued in exchange for or in respect of such Shares whether event the Company files a Registration Statement pursuant to a stock dividend, stock split, stock reclassification this Section 2.1 (a) and one or otherwise (more Holders thereafter withdraw Registrable Securities from inclusion in such Shares Registration Statement prior to its effectiveness and such securities issued in exchange for or in respect of withdrawal causes such Shares being collectively referred Registration Statement not to herein be declared effective, then such Registration Statement shall be counted as the "Registrable Shares") upon exercise by the terms and subject to Holders of a demand registration right, unless the conditions set forth Holders reimburse the Company for the Registration Expenses incurred by the Company in this Agreementconnection with such Registration Statement. (b) Upon Promptly following receipt by ANTEC of a written request for registration hereunderRequest Notice, ANTEC the Company shall (i) promptly immediately notify each other Stockholder in writing Holder (except the Requesting Holder) of its the receipt of such initial written request for registration a Request Notice and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and shall use its best efforts to cause to become effective, file a registration statement under the Securities Act (each such registration statement is hereinafter referred to as a "Registration Statement") which shall cover effecting the registration under the Securities Act, for public sale in accordance with the method of disposition specified in such Request Notice, of the Registrable Shares Securities specified in the initial written request Request Notice (and in any written request notices that the Company receives from any other Stockholder received by ANTEC within 20 days Holders no later than the 15th day after receipt of its giving the notice specified in clause sent by the Company) (i) hereofsuch other Holders and the Requesting Holder are hereinafter referred to as the "Requesting Holders"). If such method of disposition shall be an underwritten public offering, the Requesting Holders holding a majority of the Registerable Securities to be registered may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be withheld unreasonably. (c) If so requested the Company has received a Request Notice, whether or not a Registration Statement with respect thereto has been filed or has become effective, and furnishes to the Requesting Holders a copy of a resolution of the Board of Directors of the Company certified by any Stockholder requesting participation the Secretary of the Company stating that in the good faith judgment of the Board of Directors it would be materially detrimental to the Company and its stockholders for such Registration Statement (A) to be filed on or before the date such filing would otherwise be required hereunder, or (B) to become effective because such action (x) would materially interfere with a public offering significant acquisition, corporate reorganization or distribution other similar transaction involving the Company, (y) would require premature disclosure of Registrable Shares material information that the Company has a bona fide business purpose for preserving as confidential or (a "Selling Stockholder"z) pursuant the Company is unable to this Section 1 or Section 2comply with requirements of the Commission, the Registration Statement Company shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under have the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Sharesright, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall but not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements more than once with respect to secondary distributions. ANTECany Request Notice, to defer such filing or effectiveness for such period as a condition may be reasonably necessary (which period shall not, in any event, exceed 120 days from the date the Request Notice is deemed to fulfilling its obligations be received under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof3.2). (d) ANTEC shall be The Company and any Person other than a Holder (the "Other Holders") who is entitled to postpone, for piggy-back registration rights with respect to a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration Registration Statement filed pursuant to this Agreement, Section 2.1 may include securities of the filing of any Company in such Registration Statement, if at but only to the time it received a request therefor ANTEC determinesextent, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any the opinion of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that (if such method of disposition shall be an underwritten public offering), such inclusion would not have a material adverse effect on the inclusion in such Registration Statement successful marketing of any additional shares of Common Stock or other securities of ANTEC the Registerable Securities to be offered and sold for sold. If the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent managing underwriter determines that it is necessary to reduce the total number of shares securities to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering registered on behalf of the number of Registrable Shares requested Company or such Other Holders, securities held by such Other Holders shall be excluded first and then the securities to be registered by the Selling StockholderCompany shall be excluded. Without limiting Except as provided in this subsection (d), the foregoing, in no event shall a Selling Stockholder be required Company will not effect any other registration of its securities (except with respect to reduce the number of Registrable Shares requested to be registered by Registration Statements on Form S-4 or S-8 or any forms succeeding thereto for purposes permissible under such Selling Stockholder pursuant to Section 1 hereof forms as a result of the inclusion in any Registration Statement of Common Stock date hereof), whether for its own account or other securities of ANTEC to be offered and sold for the account that of any Piggy-Back SellerOther Holder, from the date of receipt of a Request Notice related to an underwritten public offering until the completion of the distribution by the underwriters of all securities thereunder.

Demand Registration. (ai) Investor If, on any one occasion during the Registration Period, either (A) Investors holding at least 50% of the Registrable Securities then outstanding or any person acquiring by transfer any Shares (a "Permitted Transferee"B) (Investor and any GEOSP, propose to dispose of all or part of their shares of the Registrable Securities, then such Permitted Transferees being hereinafter referred Investors or GESOP may request Plug Power in writing to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have the right to request effect such registration under the Securities 1933 Act, stating the number of shares of Registrable Securities to be disposed of and the Shares and any securities issued in exchange for or in respect intended method(s) of disposition of such Shares whether shares. Holders of Registrable Securities which request registration pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively this Section 2(a)(i) are referred to herein as the "Initiating Holders". In the event that a Demand Registration becomes a Cutback Registration, each Investor and GEOSP shall be permitted to withdraw all, but not less than all, of their respective shares of Registrable Shares") upon Securities from the terms Registration Statement relating to such Demand Registration by giving written notice to Plug Power at least 5 days before the expected effective date of such Registration Statement. In the event that each Investor and subject GEOSP withdraws all of its shares of Registrable Securities from a Demand Registration pursuant to the conditions set forth preceding sentence such that no shares of Registrable Securities are included in such Demand Registration, such Demand Registration shall not count as the one Demand Registration to which the Investors and GEOSP are entitled under this AgreementSection 2(a) (but shall count as the first and only Demand Registration for which Plug Power is to bear expenses pursuant to Section 5 hereof) and such parties shall continue to be entitled to request one Demand Registration pursuant to this Section 2(a). (bii) Upon receipt by ANTEC of a request pursuant to Section 2(a)(i) above, Plug Power shall give prompt written request for registration hereunder, ANTEC shall (i) promptly notify each notice thereof to all other Stockholder in writing of its Investors who hold Registrable Securities. Upon receipt of such initial request, Plug Power shall use its best efforts to promptly effect the registration under the 1933 Act of all shares of Registrable Securities specified in the requests of the Initiating Holders and the written request for registration requests (stating the number of shares of Registrable Securities to be disposed of and (iithe intended method of disposition of such shares) as soon as practicable, but in no event more than 45 of other holders of shares of Registrable Securities given within 20 days after receipt of such written requestnotice from Plug Power, file all to the extent requisite to permit the disposition (in accordance with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement"intended methods of disposition) which shall cover of the Registrable Shares specified Securities to be registered; provided that in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days no event will Plug Power be obligated to (A) register a number of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution shares of Registrable Shares (a "Selling Stockholder") Securities pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof2(a) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt (x) 3,000,000 (as appropriately adjusted for stock splits, stock dividends, mergers, recapitalizations and similar transactions) less (y) the aggregate number of an initial request for shares of Registrable Securities included in Registration Statements pursuant to Section 2(c) below (the "Registration Limit") or (B) effect more than one registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponementSection 2(a). In the event that all the aggregate number of shares of Registrable Securities for which registration is requested in accordance with this Section 2(a) exceeds the Selling Stockholders withdraw their requestRegistration Limit, such request shall not aggregate number will be counted for purposes of determining reduced to the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such Registration Limit and will be allocated among the holders requesting registration on a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, rata basis in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares Securities requested to be registered by such Selling Stockholder holders. (iii) Notwithstanding the foregoing, Plug Power may postpone taking action with respect to a Demand Registration for a reasonable period of time after receipt of the request (not exceeding 60 days) if, in the good faith opinion of Plug Power's Board of Directors, effecting the registration would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require Plug Power to make public disclosure of information the public disclosure of which would have a material adverse effect upon Plug Power; provided that Plug Power shall not delay such action pursuant to Section 1 hereof as a result of the inclusion this sentence more than twice in any twelve (12) month period. The Registration Statement (and each amendment or supplement thereto, and each request for acceleration of Common Stock effectiveness thereof) shall be provided to and approved by GEOSP and its counsel prior to its filing or other securities of ANTEC submission, such approval not to be offered and sold for the account of any Piggy-Back Sellerunreasonably withheld.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall If at any time have the right to Company shall receive a written request therefor from Holder for the registration under the Securities ActAct of Registrable Securities aggregating not less than Five Million Dollars ($5,000,000) in market value, or all of the Shares and any securities issued in exchange for or in respect Registrable Securities then held by the Holder if the market value of such Shares whether pursuant Registrable Security is estimated to a stock dividendbe less than Five Million Dollars ($5,000,000), stock split, stock reclassification or otherwise (such Shares the Company shall prepare and such securities issued file as soon as practicable and in exchange for or in respect any event within 90 days of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") covering the number of Registrable Securities which shall cover are the Registrable Shares specified in the initial written subject of such request and in any written request from any other Stockholder received by ANTEC within 20 days of shall use its giving best efforts to cause such registration statement to become effective; provided, however, that the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in Company shall not be obligated to prepare and file a public offering or distribution of Registrable Shares (a "Selling Stockholder") registration statement pursuant to this Section 1 or Section 2, 1.2 until six (6) months have elapsed from the Registration Statement shall provide for delayed or continuous offering date that the Company has first registered and sold a class of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act equity securities on Form S-1 (or any similar rule then in effect (a "Shelf Offering"successor form). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all Holder determines for any reason not to proceed with a registration at any time before the registration statement has been declared effective by the Commission, and such registration statement, if theretofore filed with the Commission, is withdrawn with respect to the Registrable Securities covered thereby, and Holder agrees to bear its own expenses incurred in connection therewith and to reimburse the Company for the expenses incurred by it attributable to the registration of the Selling Stockholders withdraw their requestsuch Registrable Securities, such request then Holder shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for exercised its right to require the purposes Company to register Registrable Securities pursuant to this Section at the expense of the Company. If a registration statement filed by the Company at the request of Holder pursuant to this Section 4 hereof unless is withdrawn at the initiative of the Company, then Holder shall not be deemed to have exercised its right to require the Company to register Registrable Securities pursuant to this Section. The managing underwriter of an offering registered pursuant to this Section shall be selected by the Company and shall be reasonably acceptable to Holder. Without the written consent of Holder, neither the Company nor any other holder of securities of the Company may include securities in such Selling Stockholders pay (pro rata, registration if in proportion to the number good faith judgment of shares requested the managing underwriter of such public offering the inclusion of such securities would interfere with the successful marketing of the Registrable Securities or require the exclusion of any portion of the Registrable Securities to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant registered. Shares to Section 1 hereof involves a firmly be excluded from an underwritten public offering and shall be selected pro rata among the managing underwriter thereof determines reasonably and in good faith that holders of securities of the Company requesting inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller registration. The Company shall be reduced or limited in proportion obligated to the number of shares owned by each such Piggy-Back Seller effect only two (as compared to all such Piggy-Back Stockholders2) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder registrations pursuant to this Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller1.2.

Demand Registration. Subject to the Stockholder’s satisfaction of its obligations under Section 5.25 of the Purchase Agreement with respect to the financial statements then required, from and after the end of the Lock-Up Period, the Stockholder may request in writing (a “Request”) (a) Investor that the Company file a prospectus supplement (the “Takedown Prospectus Supplement”) to an effective Shelf Registration Statement filed pursuant to Rule 424 under the Securities Act with respect to the Registrable Securities identified in the Request (a “Takedown Request”) or, (b) if such Shelf Registration Statement is not available for the resale of the Registrable Securities, including if for any reason the Company shall be ineligible to maintain or use a Shelf Registration Statement, that the Company register under the Securities Act all or part of the Registrable Securities that are Beneficially Owned by the Stockholder or its Affiliates (i) on a Registration Statement on Form S-3 or, (ii) if the Company is not then eligible to file a Form S-3, any other available form (a “Demand Registration”), in each case, including sales or distributions by way of underwritten offering, block trade or other distribution plan designated by the Stockholder. The Stockholder shall be entitled to make no more than three (3) Requests for an underwritten offering in any twelve-month period (it being understood that each underwritten offering (including any underwritten block trade) under this Agreement shall count as a Request, even if such offering is a Takedown Request conducted pursuant to a Shelf Registration Statement and regardless of whether such offering is publicly marketed before or after the underwriters agree to purchase the Registrable Securities, unless the Stockholder withdraws its request in the circumstances described in the second sentence of Section 5.6), and each such Request shall be to register an amount of Registrable Securities equal to the lesser of (i) an aggregate market value as of the date of such Request of at least fifty million dollars ($50,000,000) and (ii) the total outstanding Registrable Securities then held by the Stockholder; provided, that any Request pursuant to this clause (ii) shall have a minimum aggregate market value as of the date of such Request of at least twenty-five million dollars ($25,000,000). The Company shall not be obligated to effect a Demand Registration or Takedown Request during the sixty (60) day period following the effective date of a Registration Statement pursuant to any other Demand Registration or the closing of any underwritten offering pursuant to a Takedown Request. Each Request pursuant to this Section 5.1(a) shall be in writing and shall specify the number of Registrable Securities requested to be registered and the intended method of distribution of such Registrable Securities. Nothing in this Article 5 shall affect, supersede or otherwise modify any of the restrictions on Transfer set forth in Article 2 or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually other provision of this Agreement. For the avoidance of doubt, underwritten overnight bought deals will count as a "Request. D-13 (b) Subject to the Stockholder" and collectively ’s satisfaction of its obligations under Section 5.25 of the Purchase Agreement with respect to the financial statements then required, the Company shall use its reasonable best efforts to file within ninety (90) days after the Closing Date an automatic shelf registration statement (as the "Stockholders") shall at any time have the right to request registration defined in Rule 405 under the Securities Act, of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise ) on Form S-3 (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"an “Automatic Shelf Registration Statement”), and use its best efforts to cause to become effective, or if the Company does not qualify as a registration statement well-known seasoned issuer as defined in Rule 405 under the Securities Act (a "“WKSI”), a Registration Statement") Statement (which shall cover be on Form S-3 if the Registrable Shares specified in Company is then eligible to use such form) permitting the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution resale of Registrable Shares (Securities, on a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares basis pursuant to Rule 415 promulgated under of the Securities Act in accordance with the requirements of the Securities Act and the rules and regulations of the SEC thereunder (including any Automatic Shelf Registration Statement, a “Shelf Registration Statement”), or any similar rule then in effect (a "otherwise designating an existing Shelf Offering"). If so requested by Selling Stockholders who own a majority Registration Statement with the SEC, covering the sale or distribution of all of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant Securities from time to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged time by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly one or more Takedown Requests, including by way of underwritten public offering offering, block trade or other distribution plan designated by the Stockholder, and the managing underwriter thereof determines reasonably and in good faith that the inclusion in to cause such Shelf Registration Statement of any additional shares of Common Stock to become or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares deemed effective by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering end of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any PiggyLock-Back Sellerup Period.

Demand Registration. (a) Investor or At any person acquiring by transfer any Shares (time during the Warrant Exercise Term, the Holders of Registrable Securities representing a "Permitted TransfereeMajority" (as defined in Section 7.4(i)) of such securities (assuming the exercise of all of the Warrants) shall have the right (which right is in addition to the rights under Section 7.2 hereof), exercisable by written notice to the Company (the "Demand Registration Request"), to have the Company prepare and file with the Commission, on one occasion, a registration statement and such other documents, including a prospectus, as may be necessary in the opinion of both counsel for the Company and counsel for such Holders, in order to comply with the provisions of the Act, so as to permit a public offering and sale of their respective Registrable Securities for twelve (12) (Investor consecutive months by such Holders and any other Holders of the Registrable Securities who notify the Company within ten (10) days after receiving notice from the Company of such Permitted Transferees being hereinafter referred request. (b) The Company covenants and agrees to individually as a "Stockholder" and collectively as give written notice of any Demand Registration Request to all registered Holders of the Registrable Securities within ten (10) days from the date of the Company's receipt of any such Demand Registration Request (the "StockholdersDemand Registration Notice") ). Such Demand Registration Notice shall at any time state that Holders have the right to have the Company include their Registrable Securities in such registration statement, provided that the Holders notify the Company in writing within ten (10) days. After receiving a Demand Registration Notice from the Company as provided within Section 7.3(b) hereof, the Holders of Registrable Securities may request that the Company include their Registrable Securities in the registration under statement to be filed pursuant to Section 7.3(a) hereof by notifying the Securities Act, Company in writing within ten (10) days of their receipt of the Shares Demand Registration Notice; provided, however, that (i) the Company may delay the filing of the registration statement for an additional period of thirty (30) days beyond the period specified in Section 7.4(a) if, at the time of receipt of a Demand Registration Request, there is pending with the Company an undisclosed material transaction that would be required to be disclosed in such registration statement; and any securities issued in exchange for or in respect of such Shares whether (ii) the Company's obligations pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares"Section 7.4(a) hereof are contingent upon the terms and subject to the conditions set forth in Holders' compliance with their obligations under this Agreement. (bc) Upon receipt by ANTEC of The Company shall not be required to file a written request for registration hereunderstatement pursuant to a Demand Registration Request if within twenty (20) days after it receives such Demand Registration Request, ANTEC shall the Company commits in writing to purchase (i) promptly notify each other Stockholder any and all Warrants at the price equal to the Market Price described in writing clause (ii) of its receipt this sentence, less the Exercise Price of such initial written request for registration Warrants, and (ii) as soon as practicable, but in no event more than 45 any and all Warrant Shares at the price per share of the Common Stock's Market Price on the date of the Demand Registration Request. Such repurchases shall be by certified or bank check and shall occur within ten (10) days after receipt of the date the Company makes such written request, file with commitment. Nothing in this Section 7.3(c) shall obligate any Holder to sell any Warrant and/or Warrant Share to the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") Company pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereofsuch commitment. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.

Demand Registration. (a) Investor Upon written notice to the Issuer from a Holder or any person acquiring by transfer any Shares Holders holding a majority in interest of the Registrable Securities (a but no later than the Exhibit 13 date that is 12 months after the Effective Time) (the "Permitted TransfereeDemand Request") requesting that the Issuer effect the registration under the Securities Act of any or all of the Registrable Securities held by such requesting Holders, which notice shall specify the intended method or methods of disposition of such Registrable Securities, the Issuer shall prepare as soon as practicable and, within 15 days after such request, file with the Commission a registration statement with respect to such Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act for purposes of dispositions in accordance with the intended method or methods of disposition stated in such request within 30 days after the filing of such registration statement. Notwithstanding any other provision of this Agreement to the contrary: (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and i) the Holders may collectively as the "Stockholders") shall at any time have the right exercise their rights to request registration under the Securities Act, of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise this Section 2.2(a) on not more than one occasion (such Shares and such securities issued in exchange for or in respect of such Shares registration being collectively referred to herein as the "Demand Registration"); (ii) the method of disposition requested by Holders in connection with any Demand Registration may not, without the Issuer's written consent, be a Rule 415 Offering; and (iii) the Issuer shall not be required to effect the Demand Registration hereunder if all securities that were Registrable Shares") upon Securities on the terms and subject date hereof have ceased to the conditions set forth in this Agreementbe Registrable Securities. (b) Upon receipt Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration requested by ANTEC Holders pursuant to this Section 2.2 shall not be deemed to have been effected, and, therefore, not requested and the rights of a written request each Holder shall be deemed not to have been exercised for registration hereunderpurposes of paragraph (a) above, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of if such initial written request for registration and Demand Registration has not become effective under the Securities Act or (ii) as soon as practicableif such Demand Registration, but in no event more than 45 days after receipt of such written request, file with it became effective under the Securities and Exchange Commission (the "Commission")Act, and use its best efforts to cause to become effective, a registration statement was not maintained effective under the Securities Act (other than as a "Registration Statement"result of any stop order, injunction or other order or requirement of the Commission or other government agency or court solely on the account of a material misrepresentation or omission of a Holder) which shall cover for at least 30 days (or such shorter period ending when all the Registrable Shares specified Securities covered thereby have been disposed of pursuant thereto) and, as a result thereof, the Registrable Securities requested to be registered cannot be distributed in accordance with the plan of distribution set forth in the initial written request and related registration statement. So long as a Demand Request is made by the Holders within the 12-month period referred to in any written request from any other Stockholder received by ANTEC within 20 days of its giving Section 2.2(a), the notice specified Holders shall not lose their right to their Demand Registration under Section 2.2 if the Demand Registration related to such Demand Request is delayed or not effected in the circumstances set forth in this clause (i) hereofb). (c) If so The Issuer shall have the right to cause the registration of additional equity securities for sale for the account of the Issuer, but not for the account of any other person, in the registration of Registrable Securities requested by any Stockholder requesting participation the Holders pursuant to Section 2.2(a) above, provided that if such Holders are advised in writing (with a public offering copy to the Issuer) by the lead or managing underwriter referred to in Section 2.3(b) that, in such underwriter's good faith view, all Exhibit 13 or a part of such Registrable Securities and additional equity securities cannot be sold and the inclusion of such Registrable Securities and additional equity securities in such registration would be likely to have an adverse effect on the price, timing or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority and sale of the Registrable SharesSecurities and additional equity securities then contemplated, then the number of securities that can, in the good faith view of such underwriter, be sold in such offering without so adversely affecting such offering shall be allocated pro rata among the requesting Holders and the Issuer on the basis of the relative number requested to be included therein by the Issuer and each such Holder; provided that in the event such a pro rata allocation shall be made in connection with the Demand Request, the public offering or distribution of Registrable Shares under this Agreement remaining Holders shall be entitled to request one additional Demand Registration (without needing to make a Demand Request therefor within the 12-month period referred to in Section 2.2(a)); provided further that in connection with such additional Demand Registration, if any, the Issuer may not include additional securities therein for its own account if such inclusion would result in any reduction in the Registrable Securities proposed to be sold therein by the Holders. The Holders of the Registrable Securities to be offered pursuant to a firm commitment underwriting, the managing underwriter of which shall paragraph (a) above may require that any such additional equity securities be a nationally recognized investment banking firm selected and engaged included by the Selling Stockholders and approved Issuer in the offering proposed by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into such Holders on the same underwriting agreement conditions as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) Registrable Securities that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereofincluded therein. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 Within 7 days after delivery of a Demand Request by a Holder, the Issuer shall provide a written notice to each Holder (provided that, if so requested by the Issuer after appropriate notice to the Zell ▇▇▇ders' Agent by the Issuer, the Zell ▇▇▇ders' Agent shall provide written notice to each Zell ▇▇▇▇▇▇), ▇dvising such Holder of its receipt right to include any or all of an initial request the Registrable Securities held by such Holder for registration sale pursuant to the Demand Registration and advising such Holder of procedures to enable such Holder to elect to so include Registrable Securities for sale in the Demand Registration. Any Holder may, within 7 days of delivery to such Holder of a notice pursuant to this AgreementSection 2.2(d), elect to so include Registrable Securities in the filing of any Demand Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders by written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion effect to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of Issuer specifying the number of Registrable Shares requested Securities desired to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered so included by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back SellerHolder.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall at At any time have prior to three years from the right to request registration under date hereof, the Securities Act, Signatory Stockholders owning a majority of the Shares and any securities AMRE common stock issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth Signatory Stockholders in this Agreement. (b) Upon receipt by ANTEC of the Merger may make a written request for registration hereunder("DEMAND REGISTRATION") under the Securities Act of 1933, ANTEC as amended (the "SECURITIES ACT") of all or a part of the common stock of AMRE received pursuant to the Merger Agreement (the "REGISTRABLE SECURITIES"). Subject to the provisions of this paragraph, AMRE shall not be obligated to effect more than one such Demand Registration. Notwithstanding the foregoing, (i) promptly notify each other Stockholder in writing AMRE shall not be obligated to effect a registration pursuant to this Section 6(a) during the period starting with the date ninety (90) days prior to AMRE's estimated date of its receipt filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of such initial written request Common Stock for registration the account of AMRE, and (ii) as soon as practicableif AMRE is required to effect a registration pursuant to this Section 6(a) and AMRE furnishes to the Signatory Stockholders a certificate signed by the President of AMRE stating that in the good faith judgment of the Board of Directors of AMRE it would be materially adverse to AMRE and its stockholders for such registration statement to be filed on or before the date such filing would otherwise be required hereunder and it is therefore necessary to defer the filing of such registration statement, but in no event more than 45 then AMRE shall have the right to defer such filing for a period not to exceed 90 days after receipt of the request for such written requestregistration from the Signatory Stockholders; provided that during such time AMRE may not file a registration statement for securities to be issued and sold for its own account other than on Form S-8, file with ▇-▇ ▇▇ any successor similar forms or any other form not available for registering the Registrable Securities and Exchange Commission (for sale to the "Commission"), and public. AMRE shall at all times use its best commercially reasonable efforts to cause to register such Registrable Securities. A registration will not count as a Demand Registration until it has become effective, a registration statement under unless the Securities Act (a "cause of such failure shall be in part attributable to actions of any of the Signatory Stockholders. If any Demand Registration Statement") which shall cover the Registrable Shares specified is in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days form of its giving an underwritten offering, AMRE shall have the notice specified in clause (iright to designate the underwriter(s) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, with the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority approval of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTECSignatory Stockholders, which approval shall not be unreasonably withheldwithheld or delayed. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as If a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for requested registration pursuant to this AgreementSection 6(a) involves an underwritten offering, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and shall advise AMRE in good faith that the inclusion writing that, in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (eachits opinion, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares securities requested to be included in such Registration Statement by all Piggy-Back Sellers registration exceeds the number which can be sold in such offering, then the Registrable Securities requested to the amount that such managing underwriter determines would not adversely affect the offering of be registered pursuant to this Section 6(a) shall either (i) be reduced to the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.Securities which AMRE

Demand Registration. (a) Investor If, on or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have after the right to request Effectiveness Date there is no currently effective “Shelf” Registration Statement, then at any time thereafter, upon written notice (a “Demand”) from a Holder or Holders holding at least 50% of the Registrable Securities requesting that the Company effect the registration under the Securities Act, Act of any or all of the Shares and any securities issued in exchange for Registrable Securities held by such Holder or in respect Holders, which notice shall specify the intended method or methods of disposition of such Shares whether pursuant to a stock dividendRegistrable Securities, stock splitthe Company shall, stock reclassification within five (5) days after receiving the Holder’s or otherwise Holders’ Demand, give written notice (such Shares and such securities issued in exchange for or in respect the “Request Notice”) of such Shares being collectively referred registration request to herein all other Holders, except if all the Registrable Securities are held by a single Holder, no Request Notice shall be required. The Request Notice shall offer to each such Holder the opportunity to include in such Registration Statement such number of Registrable Securities as such Holder may request within ten (10) days after the "Registrable Shares") upon date of the terms and Request Notice, subject to the conditions limitations of this Section 2(a) and to compliance with the other provisions of this Agreement. As promptly as possible after such ten (10) day period, but no later than the 30th day following receipt of the Demand, the Company shall file a Registration Statement with the Commission for purposes of effecting, in the manner set forth in this Agreement. (b) Upon receipt by ANTEC Section 2 and Section 3 hereof, the registration under the Securities Act of a written request all such Registrable Securities for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder disposition in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file accordance with the Securities intended method or methods of disposition stated in the Holder’s or Holders’ request and Exchange Commission (the "Commission"), and shall use its best efforts to cause such Registration Statement to become effective, a registration statement be declared effective under the Securities Act (a "Registration Statement") which shall cover as promptly as possible after the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause filing thereof, provided that: (i) hereof.if the filing of a Registration Statement in respect of a Demand would require the Company (A) to make an Adverse Disclosure or (B) if the Company has already commenced a bona fide financing plan through a formal “all hands” meeting or comparable action, and, in the good faith business judgment of a majority of the Board of Directors, a Demand registration at the time and on the terms requested would have a material adverse effect on the ability of the Company to obtain such financing, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing of such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such purpose; provided, however that the Company shall not be permitted to do so (A) more than three times during any twenty-four month period, (B) for a period not exceeding 40 days on any one occasion or (C) for a period exceeding 60 days in any 12 month period. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 2(a)(i); (cii) If so requested by any Stockholder requesting participation in the Company shall not be obligated to file a public offering or distribution of Registrable Shares (Registration Statement relating to a "Selling Stockholder") registration request pursuant to this Section 1 2(a): (A) on more than three occasions (it being understood and agreed that the Company shall only be responsible for Registration Expenses for the first two occasions), (B) within a period of one (1) month after the effective date of any other Registration Statement of the Company demanded pursuant to this Section 2(a); or Section 2(C) if such registration request is for a number of Registrable Securities that represent in the aggregate (on an as converted basis) less than one third of the number of Shares originally acquired by the Holders; (iii) the Company shall be deemed to have effected a Demand registration if (i) the applicable Registration Statement is withdrawn at the request of the Purchasers after having been filed with the Commission or (ii) the applicable Registration Statement is declared effective by the Commission and remains effective for not less than 180 days, or, if such Registration Statement relates to an underwritten offering, such longer period as, in the opinion of counsel for the underwriter or underwriters is required by law for the delivery of a Prospectus in connection with the sale of Registrable Securities by an underwriter or dealer; (iv) a Holder may elect to withdraw its Registrable Securities from a Demand Registration at any time. If all such Holders do so, the Registration Statement Company shall provide for delayed or continuous offering of Registrable Shares cease its efforts to secure registration; and (v) Registrations pursuant to Rule 415 promulgated under this Section 2(a) shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities Act or any similar rule then on Form S-3, in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own which case such registration shall be on another appropriate form, reasonably acceptable to the Holders of a majority of the Registrable SharesSecurities, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall permit the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer disposition of the Registrable Securities in underwriting agreements accordance with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out intended method of distribution or are based upon an untrue statement or an alleged untrue statement or omission methods of distribution specified in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically applicable Holder’s or Holders’ requests for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.

Demand Registration. (a) Investor Upon written notice to the Issuer from an Apollo Holder or any person acquiring Apollo Holders holding a majority in interest of the Registrable Securities held by transfer any Shares the Apollo Holders (a but not later than the date that is 180 days after the Shelf Termination Date) (the "Permitted TransfereeDemand Request") requesting that the Issuer effect the registration under the Securities Act of any or all of the Registrable Securities held by such requesting Holders, which notice shall specify the intended method or methods of disposition of such Registrable Securities, the Issuer shall prepare as soon as practicable and, within 60 days after such request, file with the Commission a registration statement with respect to such Registrable Securities and thereafter use its reasonable best efforts to cause such registration statement to be declared effective under the Securities Act for purposes of dispositions in accordance with the intended method or methods of disposition stated in such request. Notwithstanding any other provision of this Agreement to the contrary: (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and i) the Apollo Holders may collectively as the "Stockholders") shall at any time have the right exercise their rights to request registration under the Securities Act, of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise this Section 2.2(a) on not more than one occasion (such Shares and such securities issued in exchange for or in respect of such Shares registration being collectively referred to herein as the "Demand Registration"); (ii) the Issuer shall not be required to effect any Demand Registration unless the aggregate number of Registrable Shares") upon the terms and subject Securities to be registered pursuant to the conditions set forth Demand Registration is equal to or more than 35% of the initial Registrable Securities held by the Apollo Holders; (iii) the method of disposition requested by the Apollo Holders in this Agreementconnection with any Demand Registration may not, without the Issuer's written consent, be a Rule 415 Offering; and (iv) the Issuer shall not be required to effect the Demand Registration hereunder if all securities that were Registrable Securities on the date hereof have ceased to be Registrable Securities. (b) Upon receipt Notwithstanding any other provision of this Agreement to the contrary, a Demand Registration requested by ANTEC the Apollo Holders pursuant to this Section 2.2 shall not be deemed to have been effected, and, therefore, not requested and the rights of a written request each Apollo Holder shall be deemed not to have been exercised for registration hereunderpurposes of paragraph (a) above, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of if such initial written request for registration and Demand Registration has not become effective under the Securities Act or (ii) as soon as practicableif such Demand Registration, but in no event more than 45 days after receipt of such written request, file with it became effective under the Securities and Exchange Commission (the "Commission")Act, and use its best efforts to cause to become effective, a registration statement was not maintained effective under the Securities Act (other than as a "Registration Statement"result of any stop order, injunction or other order or requirement of the Commission or other government agency or court solely on the account of a material misrepresentation or omission of a Holder) which shall cover for at least 30 days (or such shorter period ending when all the Registrable Shares specified Securities covered thereby have been disposed of pursuant thereto) and, as a result thereof, the Registrable Securities requested to be registered cannot be distributed in accordance with the plan of distribution set forth in the initial written request and related registration statement. So long as a Demand Request is made by the Apollo Holders within the 180-day period referred to in any written request from any other Stockholder received by ANTEC within 20 days of its giving Section 2.2(a), the notice specified Apollo Holders shall not lose their right to their Demand Registration under Section 2.2 if the Demand Registration related to such Demand Request is delayed or not effected in the circumstances set forth in this clause (i) hereofb). (c) If so The Issuer shall have the right to cause the registration of additional equity securities for sale for the account of the Issuer in the registration of Registrable Securities requested by any Stockholder requesting participation the Apollo Holders pursuant to Section 2.2(a) above, provided that if such Holders are advised in writing (with a public offering copy to the Issuer) by the lead or managing underwriter referred to in Section 2.3(b) that, in such underwriters good faith view, all or a part of such Registrable Securities and additional equity securities cannot be sold and the inclusion of such Registrable Securities and additional equity securities in such registration would be likely to have an adverse effect on the price, timing or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority and sale of the Registrable SharesSecurities and additional equity securities then contemplated, then the public number of securities that can, in the good faith view of such underwriter, be sold in such offering or distribution of Registrable Shares under this Agreement without so adversely affecting such offering shall be allocated pro rata among the requesting Apollo Holders on the basis of the relative number requested to be included therein by each such Holder before any equity securities may be included for the account of the Issuer. The Holders of the Registrable Securities to be offered pursuant to a firm commitment underwriting, the managing underwriter of which shall paragraph (a) above may require that any such additional equity securities be a nationally recognized investment banking firm selected and engaged included by the Selling Stockholders and approved Issuer in the offering proposed by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into such Holders on the same underwriting agreement conditions as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) Registrable Securities that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereofincluded therein. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 within 7 days after delivery of a Demand Request by an Apollo Holder, the Issuer shall provide a written notice to each Apollo Holder (or, if so requested by the Issuer after appropriate notice to the Apollo Holders' Agent by the Issuer, the Apollo Holders' Agent shall provide written notice to each Apollo Holder), advising such Apollo Holder of its receipt right to include any or all of an initial request the Registrable Securities held by such Apollo Holder for registration sale pursuant to the Demand Registration and advising such Apollo Holder of procedures to enable such Apollo Holder to elect to so include Registrable Securities for sale in the Demand Registration. Any Apollo Holder may, within 7 days of delivery to such Apollo Holder of a notice pursuant to this AgreementSection 2.2(d), elect to so include Registrable Securities in the filing of any Demand Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders by written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion effect to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of Issuer specifying the number of Registrable Shares requested Securities desired to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered so included by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back SellerApollo Holder.

Demand Registration. (a) Investor Any time after the date of this Agreement, any Holder or any person acquiring by transfer any Holders who collectively beneficially own at least a majority of the Exchange Shares outstanding at such time may request (a "Permitted TransfereeRequest Notice") (Investor and any such Permitted Transferees being hereinafter referred the Company to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have the right to request registration register under the Securities Act, Act all or any portion (provided that such portion will have an aggregate offering price of at least $1,000,000) of the Shares and any securities issued Registrable Securities that are held for sale in exchange for or the manner specified in respect of such Shares whether the Request Notice; provided that the Company shall be obligated to register Registrable Securities pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this AgreementSection 2.01 on one occasion only. (b) Upon Promptly following receipt by ANTEC of a written request for registration hereunderRequest Notice, ANTEC the Company shall immediately notify any Person who is a Holder (iexcept the Holder or Holders who gave the Request Notice) promptly notify each other Stockholder in writing of its the receipt of such initial written request for registration a Request Notice and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and shall use its best efforts to cause to become effective, file a registration statement under the Securities Act (each such registration statement is hereinafter referred to as a "Registration Statement") which shall cover effecting the registration under the Securities Act, for public sale in accordance with the method of disposition specified in such Request Notice, the Registrable Shares Securities specified in the initial written request Request Notice (and in any written request notices received from any other Stockholder received by ANTEC within 20 days Holders no later than the 10th Business Day after receipt of its giving the notice specified in clause sent by the Company) (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering such other Holders and the Holder or distribution of Registrable Shares (a Holders who gave the Request Notice are hereinafter referred to as the "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf OfferingRequesting Holders"). If so requested by Selling Stockholders who own such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the Requesting Holders holding a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall Securities to be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTECregistered, which approval shall not be unreasonably withheldwithheld unreasonably. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial A request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC Section 2.01 shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining only when (i) all the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares Securities requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in any such registration have been so included, (ii) the corresponding Registration Statement by all Piggy-Back Sellers has become effective under the Securities Act, and (iii) the public offering has been consummated and the Registrable Securities have been sold on the terms and conditions specified therein. Notwithstanding anything to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.contrary contained herein,

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred Subject to individually as a "Stockholder" and collectively as the "Stockholders") shall Section 2.1(c), at any time after the Closing, Holders holding in the aggregate at least a majority of the Registrable Securities may request, in writing (the "Registration Request"), that the Company effect the registration of such number of Registrable Securities as indicated in the Registration Request. The Holders, in the aggregate, shall be entitled to one Registration Request. If the Holders initiating the registration intend to distribute the Registrable Securities by means of an underwriting, they shall so advise the Company in the Registration Request. Upon receipt of the Registration Request, the Company shall promptly give written notice of the requested registration to all of the Holders not included in the Registration Request and each such Holder shall have ten (10) days to notify the Company in writing that such Holder desires to have all or a portion of such Holder's Registrable Securities included in the Registration Request. In the event the Registration Request indicates that the registration is to be underwritten, the right of any Holder to request registration under the Securities Act, of the Shares and any securities issued participate shall be conditioned on such Holder's participation in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreementunderwriting. (b) Upon receipt by ANTEC of a written request for registration hereunderRegistration Request, ANTEC the Company shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission Commission, promptly but not later than thirty (30) days after the "Commission"), and use its best efforts date the Registration Request is delivered to cause to become effectivethe Company, a registration statement under (the Securities Act (a "Registration Statement") which shall cover on Form S-3 (or a successor form), or on Form S-1 (or a successor form) if Form S-3 is not available, covering the resale to the public by the Holders of the Registrable Shares specified in Securities. In no event shall the initial written request Company be required to file a Registration Statement pursuant to this Section 2.1 before the ninetieth (90) day after the Closing. Except as otherwise expressly provided herein, the Company shall use its good faith best efforts to cause the Registration Statement to be declared effective and in any written request from any other Stockholder received by ANTEC within 20 days to expedite and accelerate all aspects of its giving the notice specified in clause (i) hereofregistration process. (c) If so requested by the Board, in its good faith judgment after consultation with outside counsel, determines that any Stockholder requesting participation in a public offering or distribution registration of Registrable Shares Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or other similar material transaction involving the Company or any of its subsidiaries or that such registration would require disclosure of non-public information that the Board, in its good faith judgment after consultation with outside counsel, deems not advisable to disclose (a "Selling StockholderCorporate Development") pursuant to this Section 1 or Section 2), the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement Company may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, postpone for a reasonable period of timetime (x) filing a Registration Statement required to be filed under this Section 2.1, but and (y) in no event the case in excess of 120 days after its receipt of an initial request for registration which a Registration Statement has been filed pursuant to this AgreementSection 2.1, causing such Registration Statement to become effective; provided that such postponement shall not exceed either (i) ninety (90) days, or (ii) if during such postponement the Company files a Registration Statement pursuant to which all Registrable Securities are permitted to be registered in accordance with Section 2.2, one hundred eighty (180) days. The Company shall give written notice to the Holders of its determination to postpone such offering or withdraw such Registration Statement and of the fact that the Corporate Development for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone the filing or effectiveness of a Registration Statement more than once in any twelve-month period. In addition, the Company shall only be required to effect one Registration Statement pursuant to this Section 2.1. (i) The filing by the Company of the Registration Statement pursuant to a Registration Request which is not made effective as a result of action taken by any Holder; or (ii) Any time after the Company has commenced preparation of the Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives withdrawal by the Selling Stockholders written notice Holders from the Registration Request of such determination. If ANTEC shall postpone the filing number of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event Registrable Securities that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining would reduce the number of registrations Registrable Securities to which Stockholders are entitled hereunderthe Registration Request applies below a majority of all Registrable Securities shall, in each case, count as the exercise of the registration right granted under this Section 2.1 and the Company shall have no further obligation under this Section 2.1. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his The Company will keep any registration or its Registrable Shares from sale, should post-effective amendment filed under Section 2.1 effective under the terms Securities Act until the earliest of (i) the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, date that all of the out-of-pocket expenses Registrable Securities have been sold pursuant to the registration, (ii) the date that the Registrable Securities may be sold under the provisions of ANTEC incurred in connection with such Rule 144(k) or (iii) the date that is 270 days after the effective date of the registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall If, at any time have (i) the right Company Securityholders hold Parent Common Shares issued as part of the Stock Consideration representing at least 5% of Parent’s then-outstanding common stock and (ii) Parent is or becomes eligible to request registration register its common shares for resale by selling stockholders on Form S-3 under the Securities Act, of then the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC Company Securityholders shall be entitled to postpone, for make one written request that Parent file a reasonable period of time, but in no event in excess of 120 days after its registration statement on Form S-3 to register any or all outstanding Parent Common Shares issued to Company Securityholders hereunder that are then held by the Company Securityholders. Upon receipt of an initial such a written request for from the Stockholder Representative that Parent effect such a registration pursuant and any related qualification or compliance with respect to this Agreementall of such shares, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that Parent will as soon as reasonably practicable effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Parent Common Shares as are specified in such request; provided, however, that Parent shall not be obligated to effect any such registration, qualification or compliance (A) during the period starting with the date of filing of, and ending on the date 180 days following the effective date of the registration statement pertaining to, a public offering, (B) if within 15 days of receipt of such a written request from the Stockholder’s Representative, Parent gives notice to the Stockholder Representative of Parent’s intention to make a public offering could interfere with any financing, acquisition, corporate reorganizationwithin 60 days, or other material transaction or development involving ANTEC or any of its affiliates and gives (C) if Parent shall furnish to the Selling Stockholders written notice of such determination. If ANTEC shall postpone Stockholder Representative a certificate signed by the filing of any Registration Statement, any Chairman of the Selling Stockholders Board of Directors or Chief Executive Officer of Parent stating that in the good faith judgment of the Board of Directors of Parent, it would be detrimental to Parent and its stockholders for such Form S-3 to be filed at such time, in which event Parent shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days defer the filing of the notice Form S-3 registration statement for a period of postponement. In the event that all not more than 60 days after receipt of the Selling Stockholders withdraw their requestrequest of the Stockholder Representative under this Section 5.16. Notwithstanding the foregoing, such request Parent shall not be counted for purposes of determining the number of registrations required to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms register any shares of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who Stock Consideration that are participating in such registration so withdraw, however, such registration shall be deemed to have occurred eligible for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder resale pursuant to Section 1 hereof involves Rule 144 under the Securities Act without regard to volume limitations or that are the subject of a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Sellereffective registration statement.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred Subject to individually as a "Stockholder" and collectively as the "Stockholders") shall Section 2.3 at any time and from time to time after ninety (90) days after the Closing Date, the Holders of a majority in interest of the then-outstanding number of Registrable Securities shall have the right to request make a written demand to effect one or more registration statements under the Securities ActAct covering all of their Registrable Securities (the “Demanding Holders”), by delivering a written demand therefor to the Company, which written demand shall describe the amount and type of securities to be included in such Registration and the Shares and intended method(s) of distribution thereof. Any such request by any securities issued in exchange for or in respect of such Shares whether Demanding Holder pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively this subsection 2.1.1 is referred to herein as a “Demand Registration Request,” and the "registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Demanding Holders making such demand for registration being referred to as the “Initiating Holders”). Subject to Section 2.3, the Demanding Holders shall be entitled to request (and the Company shall be required to effect) an aggregate of one (1) Demand Registration in any twelve (12)-month period pursuant to this subsection 2.1.1 with respect to any or all Registrable Shares"Securities; provided, however, that a Demand Registration shall not be counted for such purposes unless a Registration Statement has become effective; provided, further, that a Demand Registration shall be counted for such purposes if all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Demand Registration have been so registered. The Company shall give written notice (the “Demand Exercise Notice”) upon of such Demand Registration Request to each of the terms and Holders of record of Registrable Securities as promptly as practicable but no later than ten (10) Business Days after receipt of the Demand Registration Request. The Company, subject to Section 2.3, shall include in a Demand Registration (a) the conditions set forth in this Agreement. Registrable Securities of the Initiating Holders and (b) Upon receipt by ANTEC the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration hereunderpursuant to Subsection 2.1.1 (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within five (5) calendar days following the receipt of any such Demand Exercise Notice. The Company shall, ANTEC shall as expeditiously as possible, but subject to Section 2.3, use its commercially reasonable efforts to (i) promptly notify each other Stockholder in writing of its file or confidentially submit with the Commission (no later than (A) thirty (30) days from the Company’s receipt of such initial written request for the applicable Demand Registration Request if the Demand Registration is on Form S-1 or similar long-form registration and or (B) thirty (30) days from the Company’s receipt of the applicable Demand Registration Request if the Demand Registration is on Form S-3 or any similar short-form registration), (ii) cause to be declared effective as soon as practicable, but in no event more than 45 days after receipt of reasonably practicable such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover that includes the Registrable Shares specified in Securities that the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If Company has been so requested by any Stockholder requesting participation to register, for distribution in a public offering or accordance with the intended method of distribution of Registrable Shares and (a "Selling Stockholder"iii) pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so if requested by Selling Stockholders who own a majority the Initiating Holders, obtain acceleration of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any effective date of the Selling Stockholders shall have the right registration statement relating to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.

Demand Registration. (ai) Investor Commencing on or any person acquiring by transfer any Shares after the date which shall be twelve (a "Permitted Transferee"12) months after the date on which the Commission declares the Company's registration statement covering the shares offered in the eXodus IPO to be effective (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "StockholdersDEMAND REGISTRATION RIGHTS COMMENCEMENT DATE") shall at any time have the right to request registration under the Securities Act), a majority in interest of the Shares and any securities Holders, as determined by reference to their respective proportions of the aggregate number of Registrable Securities issued in exchange for or in respect of to such Shares whether Holders pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to conditions of the conditions set forth in this Agreement. Subscription Agreements and still held of record by such Holders at the time of any such determination (b) Upon receipt by ANTEC of hereinafter, a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "CommissionMAJORITY IN INTEREST"), may request on one and use its best efforts to cause to become effective, ONLY one occasion (except as hereinafter set forth) that the Company file a registration statement under the Securities Act Act, on a registration statement form then available to the Company and the Holders for such purpose, for the sale by the Holders of not less than $500,000 in value (based upon the closing price (or, if the closing price is so reported on the principal market for such securities, the closing bid price) of a "Registration Statement") share of the eXodus Common Stock as reported on the principal market for such securities on the date on which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder such demand is received by ANTEC within 20 days of its giving the notice specified in clause (iCompany) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable SharesSecurities issued to such Holders pursuant to such Subscription Agreements and still held of record by such Holders as of such date. Each request for such a registration (hereinafter referred to as a "DEMAND REGISTRATION") shall specify the approximate number of shares of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten (10) days after receipt of any such request, the public offering or distribution Company will give written notice of such requested registration to all other Holders, and the other Holders may request in writing received by the Company within five (5) days thereafter that Registrable Securities issued to such other Holders pursuant to the Subscription Agreements and still held of record by such other Holders be included in the Demand Registration, such request to specify the approximate number of shares of Registrable Shares under this Agreement shall Securities requested to be pursuant so registered. Subject to the approval of the holders of a firm commitment underwriting, Majority in Interest of the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTECHolders, which approval consent shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at Company may select the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration investment banker(s) and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives manager(s) to administer the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponementoffering. In the event that all the Company attempts to cause a Demand Registration to become effective after a demand is made pursuant to this SECTION 2(B), but such Demand Registration is not declared effective pursuant to the rules and regulations of the Selling Stockholders withdraw their requestCommission within six (6) months after the demand therefor is received by the Company (other than due to the failure of any Holder seeking to have such Holder's shares included in such registration to perform such Holder's obligations), such then unless and until said Demand Registration so becomes effective, the Holders shall still be deemed to have the right hereunder to request one (1) Demand Registration pursuant to this SECTION 2(B). Notwithstanding anything to the contrary in this Agreement, the Holders may not require any Demand Registration within six (6) months of any opportunity to participate in any Incidental Registration to the extent of Registrable Securities having a value of at least $250,000 (PROVIDED that Registrable Securities not included in any Incidental Registration due to an underwriter determination in accordance with SECTION 2(A)(II) of this Agreement shall not be counted as part of the total of $250,000 in Registrable Securities), measured (in the same fashion as above in this SECTION 2(B)(I)) as of the date of request by any Holder for purposes of determining the number of registrations to which Stockholders are entitled hereunderinclusion in such Incidental Registration. (eii) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional The Company may include shares of Common Stock or other its securities of ANTEC to be offered and sold for the its own account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC pursuant to be offered and sold for the account of any Piggy-Back Sellerthis SECTION 2(B).

Demand Registration. (a) Investor Any time after the date of this Agreement at which the Common Stock (or any person acquiring by transfer other class or series of securities of the Company or any Shares other Person of which Registrable Securities are a part) is registered with the Commission under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any Holder or Holders who collectively beneficially own at least a majority of the JEDI Registrable Securities or at least a majority of the TCW Registrable Securities, in each case outstanding at such time, may request (a "Permitted TransfereeRequest Notice") (Investor and any such Permitted Transferees being hereinafter referred the Company to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have the right to request registration register under the Securities Act, Act all or any portion (provided that such portion will have an aggregate offering price of at least $1,000,000) of the Shares and any securities issued in exchange for JEDI Registrable Securities or in respect of TCW Registrable Securities, as applicable, that are held by such Shares whether pursuant to a stock dividendHolder or Holders (collectively, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable SharesOriginal Requesting Holders") upon for sale in the terms and subject to manner specified in the conditions set forth in this AgreementRequest Notice. (b) Upon Promptly following receipt by ANTEC of a written request for registration hereunderRequest Notice, ANTEC the Company shall (i) promptly immediately notify each other Stockholder in writing Holder (except the Original Requesting Holders) of its the receipt of such initial written request for registration a Request Notice and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and shall use its best efforts to cause to become effective, file a registration statement under the Securities Act (each such registration statement is hereinafter referred to as a "Registration Statement") which shall cover effecting the registration under the Securities Act, for public sale in accordance with the method of disposition specified in such Request Notice, of the Registrable Shares Securities specified in the initial written request Request Notice (and in any written request notices received from any additional Holders other Stockholder received by ANTEC within 20 days than the Original Requesting Holders no later than the 15th day after receipt of its giving the notice specified in clause sent by the Company) (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a such additional Holders and the Original Requesting Holders are hereinafter referred to collectively as the "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf OfferingRequesting Holders"). If so requested by Selling Stockholders who own such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the Requesting Holders holding a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall Securities requested to be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTECregistered, which approval shall not be unreasonably withheldwithheld unreasonably. ANTEC The Company shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements be obligated to register Registrable Securities pursuant to this Section 2.01 on three occasions only with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC Request Notices delivered by the underwriters specifically for use in Holders of a majority of the preparation thereof. (d) ANTEC shall be entitled JEDI Registrable Securities and on three occasions only with respect to postponeRequest Notices delivered by Holders of a majority of the TCW Registrable Securities. For purposes of the foregoing sentence, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this AgreementSection 2.01 shall be counted only when (i) all the Registrable Securities requested to be included in any such registration have been so included, (ii) the corresponding Registration Statement has become effective under the Securities Act, and (iii) the effectiveness of the Registration Statement has been maintained for the period specified in Section 2.03(g) below; provided, however, that a request shall be counted in the event that clause (i), (ii) or (iii) above is not satisfied for reasons that are solely within the control of the Original Requesting Holders. Notwithstanding anything to the contrary contained herein, the Company may delay the filing or effectiveness of any a Registration StatementStatement after receipt of a Request Notice (i) for up to 60 days if, if at the time it received of such request, a request therefor ANTEC determinesfirm commitment underwritten public offering of the Company's securities is being conducted (A) pursuant to a Request Notice under this Section 2.01 or (B) in which Holders may include Registrable Securities and for which the Company has delivered the notice to Holders required by the first sentence of Section 2.02 or (ii) for up to 45 days if, within five days after the date of such request, the Board of Directors of the Company determines in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably judgment and in good faith that the filing of such a Registration Statement or the making of any required disclosure in connection therewith would have a material adverse effect on the Company or substantially interfere with a significant transaction in which the Company is then engaged; provided that the Company may not delay the filing of a Registration Statement in reliance on this clause (ii) more than once during any period of eighteen consecutive calendar months. (c) The Company shall be entitled to include in any Registration Statement filed pursuant to this Section 2.01, for sale in accordance with the method of disposition specified by the Original Requesting Holders, securities of the Company entitled to vote generally in the election of directors (or any securities convertible into or exchangeable for or exercisable for the purchase of securities so entitled generally to vote in the election of directors) (collectively, "Voting Securities") to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering) or in the opinion of the Requesting Holders owning a majority of the Registrable Securities requested to be registered (if such method of distribution is not an underwritten public offering), such inclusion would adversely affect the price or materially jeopardize the successful marketing of the Registrable Securities to be sold. Any Person, other than a Holder, who is entitled to piggy-back registration rights with respect to a Registration Statement filed pursuant to this Section 2.01 may include Voting Securities of the Company with respect to which such rights apply in such Registration Statement for sale in accordance with the method of any additional shares disposition specified by the Original Requesting Holders, except and to the extent that, in the opinion of Common Stock the managing underwriter (if such method of disposition shall be an underwritten public offering) or other securities in the opinion of ANTEC the Requesting Holders owning a majority of the Registrable Securities requested to be offered and sold for the account registered (if such method of any person (including ANTEC) other than distribution is not an underwritten public offering), such Selling Stockholder (each, a "Piggy-Back Seller") inclusion would adversely affect the offering price or materially jeopardize the successful marketing of any the Registrable Shares Securities to be sold. In the event that, in the opinion of the managing underwriter (if the method of distribution is an underwritten public offering), the number of Registrable Securities to be included by Requesting Holders in a registration pursuant to this Section 2.01 exceeds the Selling Stockholdernumber (the "Maximum Number") of Registrable Securities that may be included without adversely affecting the price or materially jeopardizing the marketing of Registrable Securities, then the number of shares Registrable Securities to be offered for included in the accounts of each Piggy-Back Seller registration shall be reduced or limited to the Maximum Number of Registrable Securities. In effecting such reduction, the number of Registrable Securities to be included by each Requesting Holder shall be reduced in proportion to the respective number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares Registrable Securities requested to be included by each Requesting Holder. Except as provided in this subsection (c), the Company will not effect any other registration of its Voting Securities (except with respect to Registration Statements on Form S-4 or S-8 for purposes permissible under such forms as of the date hereof), whether for its own account or that of any other security holder, from the date of receipt of a Request Notice requesting the registration of an underwritten public offering until the completion of the distribution by the underwriters of all securities thereunder or, if sooner, until 60 days following the date of effectiveness under the Securities Act of the Registration Statement by all Piggy-Back Sellers relating to the amount that such managing underwriter determines would not adversely affect request notice. In addition, in connection with any underwritten public offering pursuant to a request notice under this Section 2.01, the offering Company will, if requested by the underwriters, cooperate with the underwriters in obtaining from the officers, directors and significant stockholders (other than Holders) of the number Company customary lock-up agreements prohibiting the sale of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered Voting Securities by such Selling Stockholder pursuant persons for a period not to Section 1 hereof as a result exceed 60 days following effectiveness under the Securities Act of the inclusion in any Registration Statement relating to the request notice. (d) Until no Registrable Securities remain outstanding, the Company shall not issue any demand registration rights to any person or entity without the prior written consent of Common Stock or other securities the Holders of ANTEC to be offered a majority of the JEDI Registrable Securities and sold for the account Holders of any Piggy-Back Sellera majority of the TCW Registrable Securities.

Demand Registration. (a) Investor or At any person acquiring by transfer any Shares time after 180 days after the IPO effective date, the Advent Holders may request (the “Requesting Holders”, which term shall include parties deemed “Requesting Holders” pursuant to Section 4.01(f) hereof), in writing (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as “Demand Request”), that the "Stockholders") shall at any time have Company effect the right to request registration under the Securities Act, Act of the Shares and any securities issued in exchange for all or in respect part of such Shares whether pursuant to its or their Registrable Securities (a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement“Demand Registration”). (b) Upon receipt by ANTEC Each Demand Request shall specify the number of Registrable Securities proposed to be sold. Subject to Section 4.01(g), the Company shall file the Demand Registration within ninety (90) days after receiving a written request for registration hereunder, ANTEC shall Demand Request (ithe “Required Filing Date”) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but practicable and in no any event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and shall use its all reasonable best efforts to cause the same to be declared effective by the SEC or, if eligible, to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereofautomatically effective as promptly as practicable after such filing. (c) If so requested by any Stockholder requesting participation A registration will not count as a Demand Registration until it has become effective (unless the Requesting Holders withdraw all their Registrable Securities and the Company has performed its obligations hereunder in all material respects, in which case such demand will count as a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2Demand Registration unless the Requesting Holders pay all Registration Expenses, the Registration Statement shall provide for delayed or continuous as hereinafter defined, in connection with such withdrawn registration); provided, however, that if, after it has become effective, an offering of Registrable Shares Securities pursuant to Rule 415 promulgated under a registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration. (d) The offering of Registrable Securities Act or any similar rule then pursuant to a Demand Registration shall be in effect (the form of a "Shelf Offering")“firm commitment” underwritten offering. If so requested by Selling Stockholders who own The Requesting Holders of a majority of the Registrable Shares, Securities to be registered in a Demand Registration shall select the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by or firms to manage the Selling Stockholders and approved by ANTECunderwritten offering, provided that such selection shall be subject to the consent of the Company, which approval consent shall not be unreasonably withheld. ANTEC shall enter into No Person may participate in any registration pursuant to Section 4.01(a) unless such Person (i) agrees to sell such Person’s Registrable Securities on the same basis provided in any underwriting agreement as shall the Selling Stockholdersarrangements described above and (ii) completes and executes all questionnaires, containing representationspowers of attorney, warranties and agreements not substantially different from those customarily made by an issuer in indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (A) such Person’s ownership of his or its Registrable Securities to be transferred free and clear of all liens, claims and encumbrances, (B) such Person’s power and authority to effect such transfer and (C) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, provided, further, that such liability will be limited to the net amount received by such Person from the sale of his or its pursuant to such registration; and provided; further, that if the Company cannot include such provisions in any underwriting agreement, then the Company shall indemnify such Person to the fullest extent permitted by law with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require any loss resulting from the underwriters to enter into an underwriting agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out differing from the provisions of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested No securities to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person Person (including ANTECthe Company) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Company or the Requesting Holders in writing that the inclusion of such Selling Stockholder (each, a "Piggy-Back Seller") would securities will not materially and adversely affect the price or success of the offering (a “Material Adverse Effect”). Furthermore, in the event the managing underwriter or underwriters shall advise the Company or the Requesting Holders that even after exclusion of any Registrable Shares by the Selling Stockholder, then the number all securities of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion other Persons pursuant to the number immediately preceding sentence, the amount of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares Registrable Securities proposed to be included in such Demand Registration Statement by all Piggy-Back Sellers Requesting Holders is sufficiently large to cause a Material Adverse Effect, the amount that Registrable Securities of the Requesting Holders to be included in such managing underwriter determines would not adversely affect Demand Registration shall equal the number of shares which the Company is so advised can be sold in such offering without a Material Adverse Effect and such shares shall be allocated pro rata among the Requesting Holders on the basis of the number of Registrable Shares Securities requested to be included in such registration by each such Requesting Holder. (f) Upon receipt of any Demand Request, the Company shall promptly (but in any event within ten (10) days) give written notice of such proposed Demand Registration to all other holders of Registrable Securities, who shall have the right, exercisable by written notice to the Company within twenty (20) days of their receipt of the Company’s notice, to elect to include in such Demand Registration such portion of their Registrable Securities as they may request. All Stockholders requesting to have their Registrable Securities included in a Demand Registration in accordance with the preceding sentence shall be deemed to be “Requesting Holders” for purposes of this Section 4.01(f). (g) The Company may defer the filing (but not the preparation) of a registration statement required by Section 4.01(a) until a date not later than 180 days after the Required Filing Date (or, if longer, ninety (90) days after the effective date of the registration statement contemplated by clause (ii) below) if (i) at the time the Company receives the Demand Request, the Company are engaged in confidential negotiations or other confidential business activities, disclosure of which would be required in such registration statement (but would not be required if such registration statement were not filed), and the Board determines in good faith that such disclosure would be materially detrimental to the Company and its Stockholders or (ii) prior to receiving the Demand Request, the Board had determined to effect a registered underwritten Public Offering of the Company’s securities for the Company’s account and the Company had taken substantial steps (including, but not limited to, selecting a managing underwriter for such offering) and is proceeding with reasonable diligence to effect such offering. A deferral of the filing of a registration statement pursuant to this Section 4.01(g) shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (i) of the preceding sentence, the negotiations or other activities are disclosed or terminated, or, in the case of a deferral pursuant to clause (ii) of the preceding sentence, the proposed registration for the Company’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section 4.01(g), the Company shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of the Company stating that the Company is deferring such filing pursuant to this Section 4.01(g) and a general statement of the reason for such deferral and an approximation of the anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Selling StockholderRequesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to the Company; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement. Without limiting The Company may defer the foregoing, in no event shall filing of a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder particular registration statement pursuant to this Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller4.01(g) only once.

Demand Registration. (a) Investor Any time after the date of this Agreement any Holder or any person acquiring by transfer any Shares Holders may request (a "Permitted TransfereeRequest Notice") the Company to: (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders"i) shall at any time have the right to request registration register under the Securities Act, provided either (i) at that time the Common Shares are registered with the Commission under Section 12 of the Shares Securities Exchange Act of 1934, as amended (the "Exchange Act") or the Company is otherwise subject to reporting requirements under the Exchange Act; or (ii) the Company is otherwise required to register under the Securities Act in order for the Company to effect a distribution in Canada; (ii) file and any securities issued obtain a receipt for a preliminary prospectus in exchange for or all provinces in Canada in respect of such Shares whether pursuant to of; or (iii) register as described in (i) above and file a stock dividendprospectus as described in (ii) above, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of; all or any portion (provided that such portion represents at least 22% of all of the Registrable Securities at the date hereof) of the Registrable Securities that are held by such Shares being collectively referred to herein as Holder or Holders (collectively, the "Registrable SharesRequesting Holder") upon for sale in the terms and subject to manner specified in the conditions set forth in this AgreementRequest Notice. (b) Upon Following receipt by ANTEC of a written request for registration hereunderRequest Notice, ANTEC the Company shall (i) promptly notify each other Stockholder in writing Holder (except the Requesting Holder) of its the receipt of such initial written request for registration a Request Notice and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and shall use its best efforts to cause to become effective, to (i) file a registration statement under the Securities Act (each such registration statement is hereinafter referred to as a "Registration Statement") which shall cover effecting the registration under the Securities Act; (ii) file a preliminary short form prospectus in all provinces of Canada (each such preliminary short form prospectus is hereinafter referred to as a "Canadian Prospectus") qualifying the relevant Registrable Securities; or (iii) file both a Registration Statement and a Canadian Prospectus as described in (i) and (ii) above; for public sale in accordance with the method of disposition specified in such Request Notice, the Registrable Shares Securities specified in the initial written request Request Notice (and in any written request notices received from any other Stockholder received by ANTEC within 20 days Holders no later than the 15th day after receipt of its giving the notice specified in clause sent by the Company) (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a such other Holders and the Requesting Holder are hereinafter referred to as the "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf OfferingRequesting Holders"). If so requested by Selling Stockholders who own such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the Requesting Holders holding a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall Securities to be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTECregistered, which approval shall not be unreasonably withheldwithheld unreasonably. (c) The Company shall be obligated to register (pursuant to Section 2.1(b)(i)), file a qualifying prospectus in respect of Registrable Securities (pursuant to Section 2.1(b)(ii)), or register and file a qualifying prospectus (pursuant to Section 2.1(b)(iii)), on three occasions only. ANTEC A request pursuant to Section 2.1(a)(i), (ii) or (iii) shall enter into be counted as one of the same underwriting agreement as shall three required registrations, prospectus filings or combined registration and prospectus filings only when (i) all the Selling StockholdersRegistrable Securities requested to be included in any such registration or prospectus filing have been so included, containing representations(ii) the corresponding Registration Statement has become effective under the Securities Act, warranties and agreements not substantially different from those customarily made and/or a receipt for a final prospectus has been issued by an issuer in underwriting agreements with respect to secondary distributions. ANTECthe Ontario Securities Commission, as applicable, and (iii) the public offering has been consummated and the Registrable Securities have been sold on the terms and conditions specified therein unless the offering is not consummated or any Registrable Securities have not been sold as a condition result of a default by a Requesting Holder or any underwriter or the Company shall have no further obligation pursuant to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof2.3(g). (d) ANTEC The Company shall be entitled to postpone, for a reasonable period of time, but include in no event in excess of 120 days after its receipt of an initial request for registration any Registration Statement or Canadian Prospectus filed pursuant to this AgreementSection 2.1, for sale in accordance with the method of disposition specified by the Requesting Holder, securities of the Company entitled to vote generally in the election of directors (or any securities convertible into or exchangeable for or exercisable for the purchase of securities so entitled generally to vote in the election of directors) (collectively, "Voting Securities") to be sold by the Company for its own account, except as and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would materially jeopardize the successful marketing of the Registrable Securities to be sold. Any Person other than a Holder entitled to piggy-back registration rights with respect to a Registration Statement or Canadian Prospectus filed pursuant to this Section 2.1 may include Voting Securities of the Company with respect to which such rights apply in such Registration Statement or Canadian Prospectus for sale in accordance with the method of disposition specified by the Requesting Holder, except and to the extent that, in the opinion of the managing underwriter (if such method of disposition shall be an underwritten public offering) such inclusion would materially jeopardize the successful marketing of the Registrable Securities to be sold. Except as provided in this subsection (d), the filing Company will not effect any other registration, or file a preliminary prospectus in respect of, its Voting Securities (except with respect to Registration Statements on Form S-4 or S-8, or the equivalent form for foreign private issuers, for purposes permissible under such forms as of the date hereof), whether for its own account or that of any Registration Statementother security holder, if at from the time it received date of receipt of a request therefor ANTEC determines, Request Notice requesting the registration of or prospectus filing in its reasonable business judgment, that such registration and respect of a firm commitment underwritten public offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives until the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any completion of the Selling Stockholders shall have distribution by the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days underwriters of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereundersecurities thereunder. (e) Each Selling Stockholder mayUntil no Registrable Securities remain outstanding, before such a Registration Statement becomes effectivethe Company shall not issue any demand registration rights or Canadian prospectus qualification rights to any person or entity without the prior written consent of Shareholder, withdraw his or its Registrable Shares from sale, should the terms of the sale which consent shall not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdrawunreasonably withheld, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after provided always that notwithstanding any such withdrawal, all issue Shareholder shall remain entitled to exercise the registration rights as set forth in Section 2.2 in respect of the out-of-pocket expenses of ANTEC incurred a demand registration or prospectus qualification by any such person or entity and demand registration rights as set forth in connection with such registrationSection 2.1. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller.

Demand Registration. (a) Investor or any person acquiring by transfer any Shares (a "Permitted Transferee"Subject to Section 2.03(c) (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall Section 3.05, at any time have and from time to time after the right to request registration under the Securities ActClosing Date, of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in event that any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in Holder holds Registrable Securities that are not registered for resale on a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or basis, any similar rule then in effect Holder that holds at least seven and one-half percent (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority 7.5%) of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTECSecurities (such Holder, as applicable, a condition to fulfilling its obligations under this Agreement “Demanding Holder”), may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out make a written demand for Registration for all or part of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for such Registrable Securities on a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at which written demand shall describe the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration amount and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any type of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, promptly following the Company’s receipt of a Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by all Piggy-Back Sellers the Holder of the notice from the Company. For the avoidance of doubt, to the amount that extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section 2.02, but is not the Holder who exercises such managing underwriter determines would Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not adversely affect count as the offering exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to Section 2.03(b) below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use its commercially reasonable efforts to file a Shelf as soon thereafter as practicable, but not more than thirty (30) days following the Company’s receipt of the number Demand Registration, for Registration of all Registrable Shares Securities requested to be registered by the Selling StockholderDemanding Holders and Requesting Holders pursuant to such Demand Registration. Without limiting The Company shall not be obligated to effect (i) more than two (2) Registrations pursuant to a Demand Registration initiated by the foregoingENNV Holders (other than GSAM), (ii) more than two (2) Registrations pursuant to a Demand Registration initiated by GSAM, (iii) more than two (2) Registrations pursuant to a Demand Registration initiated by the Legacy Fast Radius Holders or (iv) more than four (4) Registrations pursuant to a Demand Registration in the aggregate, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion each case, in any 12-month period; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement of Common Stock or other securities of ANTEC to that may be offered and sold for the account of any Piggy-Back Selleravailable at such time has become effective.

Demand Registration. (a) Investor If the Company or any person acquiring by transfer any Shares Parent, as the case may be shall receive a Demand Registration Request from the Holders (the "Selling Holders") of Transfer Restricted Securities that the Company or Parent, as the case may be, effect the registration under the Act of all or a portion of such Selling Holders' Transfer Restricted Securities, and specifying the intended method of disposition thereof, then the Company or Parent, as the case may be, shall promptly give written notice of such requested registration (a "Permitted TransfereeDemand Registration") (Investor at least 30 days prior to the anticipated filing date of the registration statement relating to such Demand Registration to all Holders and any such Permitted Transferees being hereinafter referred thereupon will use its best efforts to individually effect, as a "Stockholder" and collectively expeditiously as possible, the "Stockholders") shall at any time have the right to request registration under the Act of: (i) the Transfer Restricted Securities Actwhich the Company or Parent, of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares"case may be, has been so requested to register by the Selling Holders, then held by such Selling Holders; and (ii) upon the terms and subject to the conditions restrictions set forth in this AgreementSection 4(e), all other Transfer Restricted Securities of the same type as that to which the request by the Selling Holders relates which any other person entitled to request Parent to effect an Incidental Registration (as such term is defined in Section 5) pursuant to Section 5 has requested Parent to register by written request received by Parent within 15 days after the receipt by such Holders of such written notice given by Parent, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Transfer Restricted Securities so to be registered; provided that, (A) the Company shall not be obligated to effect more than two Demand Registrations with respect to Transfer Restricted Notes, and (B) Parent shall not be obligated to effect more than one Demand Registration with respect to Transfer Restricted Warrant Securities in addition to its obligations under Section 7; provided, further that the Company shall not be obligated to effect any shelf registration of Transfer Restricted Notes and neither the Company nor Parent shall be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Transfer Restricted Securities to be included in such Demand Registration, in the reasonable opinion of DLJ Merchant Banking Partners II, L.P. exercised in good faith, equals or exceeds $15,000,000. In no event will the Company or Parent be required to effect more than one Demand Registration within any four-month period. (b) Upon receipt Promptly after the expiration of the 15-day period referred to in Section 4(a)(ii) hereof, Parent will notify all of the Selling Holders of the other Holders who have requested to include their Transfer Restricted Warrant Securities in the registration and the number of Transfer Restricted Securities requested to be included therein. The Selling Holders requesting a registration under this Section 4 may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request, without liability to any of the other Holders, by ANTEC of providing a written request for registration hereundernotice to the Company or Parent, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of as the case may be, revoking such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file in which case such request, so revoked, shall be considered an effected Demand Registration unless the Selling Holders reimburse the Company or Parent, as the case may be, for all costs incurred by the Company or Parent, as the case may be, in connection with such registration, or unless such revocation arose out of the Securities and Exchange Commission (fault of the "Commission")Company or Parent, and use its best efforts to cause to become effectiveas the case may be, a registration statement under the Securities Act (a "Registration Statement") in which case such request shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereofnot be considered an effected Demand Registration. (c) If so requested by any Stockholder requesting participation in a public offering The Company or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTECParent, as a condition to fulfilling its obligations under this Agreement the case may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (be, will pay all registration expenses as defined set forth in Section 6 9 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for A registration made pursuant to this Agreement, Section 4 shall not be deemed to have been effected (i) unless the filing registration statement relating thereto (A) has become effective under the Act and (B) has remained effective for a period of any Registration Statement, if at least 180 days (or such shorter period in which all Transfer Restricted Securities of the time it received a request therefor ANTEC determines, Holders included in its reasonable business judgment, that such registration and offering could interfere have actually been sold thereunder); provided that if after any registration statement filed pursuant to this Section 4 becomes effective (x) such registration statement is interfered with by any financingstop order, acquisition, corporate reorganization, injunction or other material transaction order or development involving ANTEC requirement of the Commission or any other governmental agency or court and (y) less than 75% of its affiliates and gives the Selling Stockholders written notice Transfer Restricted Securities included in such registration statement has been sold thereunder, such registration statement shall not be considered an effected Demand Registration or (ii) if the Maximum Offering Size (as defined below) is reduced in accordance with Section 5.01(e) or 5.01(f) such that less than 66 2/3% of such determination. If ANTEC shall postpone the filing of any Registration Statement, any Transfer Restricted Securities of the Selling Stockholders shall have the right Holders sought to withdraw his or its request for be included in such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunderincluded. (e) Each Selling Stockholder may, before such If a Demand Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly an underwritten public offering Public Offering and the managing underwriter thereof determines reasonably shall advise the Company or Parent, as the case may be, and the Selling Holders that, in good faith that its view, (i) the number of Transfer Restricted Securities requested to be included in such registration (including any securities which the Company or Parent, as the case may be, proposes to be included which are not Transfer Restricted Securities) or (ii) the inclusion of some or all of the Transfer Restricted Securities owned by the Holders, in any such case, exceeds the largest number of securities which can be sold without having an adverse effect on such offering, including the price at which such securities can be sold (the "Maximum Offering Size"), the Company or Parent, as the case may be, will include in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC registration, in the priority listed below, up to the Maximum Offering Size: (i) first, the Transfer Restricted Securities requested to be offered included in such registration pursuant to Section 4(a)(i) and pursuant to Section 5 by the Holders, allocated (if necessary) pro rata among such Holders on the basis of the relative number of Transfer Restricted Securities each such Holder has requested to be included in such registrations; and (ii) second, securities to be sold for the account of any person other persons (including ANTEC) other than the Company or Parent, as the case may be), with such Selling Stockholder (eachpriorities among them as the Company or Parent, a "Piggy-Back Seller") would adversely affect as the offering of any Registrable Shares by the Selling Stockholdercase may be, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of the number of Registrable Shares requested to be registered by the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares requested to be registered by such Selling Stockholder pursuant to Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Sellerdetermine.

Demand Registration. (a) Investor or any person acquiring If Parent has not previously given a notice to Holders as provided by transfer any Shares (a "Permitted Transferee") (Investor and any such Permitted Transferees being hereinafter referred to individually as a "Stockholder" and collectively as the "Stockholders") shall Section 9, at any time have after the right to request second anniversary of the Closing under the Merger Agreement, upon written notice from a Holder requesting that Parent effect the registration under the Securities Act, Act of the Shares and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request for registration and (ii) as soon as practicable, but in no event more than 45 days after receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereof. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of Registrable Shares (a "Selling Stockholder") pursuant to this Section 1 or Section 2, the Registration Statement shall provide for delayed or continuous offering of Registrable Shares pursuant to Rule 415 promulgated under the Securities Act or any similar rule then in effect (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority all of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged Securities held by the Selling Stockholders and approved by ANTECsuch Holder, which approval notice shall not be unreasonably withheld. ANTEC shall enter into the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC by the underwriters specifically for use in the preparation thereof. (d) ANTEC shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreement, the filing of any Registration Statement, if at the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice of such determination. If ANTEC shall postpone the filing of any Registration Statement, any of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their request, such request shall not be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunder. (e) Each Selling Stockholder may, before such a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should the terms of the sale not be satisfactory to such Selling Stockholder; should all Selling Stockholders who are participating in such registration so withdraw, however, such registration shall be deemed to have occurred for the purposes of Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registration. (f) In the event that a Registration Statement requested by a Selling Stockholder pursuant to Section 1 hereof involves a firmly underwritten public offering and the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering of specify the number of Registrable Shares Securities for which registration is requested and the intended method or methods of disposition of such Registrable Securities, Parent shall have the right, exercisable within 10 days by written notice to be registered by such Holder, to purchase all of the Selling Stockholder. Without limiting the foregoing, in no event shall a Selling Stockholder be required to reduce the number of Registrable Shares Securities requested to be registered by such Selling Stockholder Holder at a cash price per share equal to the arithmetic mean of each of the closing sales prices per share of Parent Common Stock on The New York Stock Exchange for each of the 15 consecutive trading days ending on the fifth trading day immediately preceding the date of the written notice from the Holder under this Section 10(a). The closing of such purchase shall take place no later than 15 days after the date of the written notice from Parent under this Section 10(a). If Parent gives written notice under this Section 10(a), the written notice from the Holder under this Section 10(a) shall not be deemed a request for registration for purposes of Section 10(b). (b) If Parent does not exercise its right to purchase under Section 10(a) above, Parent shall, within 15 days after receipt of the Holder's request, serve written notice (the "Request Notice") of such registration request to all other Holders of Registrable Securities. The Request Notice will state that Parent will include in such registration all Registrable Securities, subject to the limitations of this Section 10(b) and to compliance with the other provisions of this Agreement, as to which Parent receives written requests for inclusion within 15 days after the date of the Request Notice. As promptly as practicable after such 15 day period, Parent shall use its best efforts to effect the registration under the Securities Act of the Registrable Securities to be included for disposition in accordance with the intended method or methods of disposition stated in the Holder's request, provided that: (i) if prior to receipt of a registration request pursuant to this Section 1 hereof as 10(b), Parent had commenced a result financing plan through a formal "all hands" meeting with outside advisors, including an underwriter if such financing plan is an underwritten offering, and, in the good-faith judgment of Parent's underwriter, confirmed to Parent in writing (with a copy to the Holders requesting registration), a registration by the requesting Holders at the time and on the terms requested would materially and adversely affect such financing plan of Parent (a "Transaction Blackout"), Parent shall give written notice of such events to the Holders requesting registration and shall not be required to serve the Request Notice and effect a registration pursuant to this Section 9(b) until the earliest of (A) Parent's abandonment of such offering, (B) 90 days after the termination of such offering, (C) the termination of any "hold back" period obtained by the underwriter(s) of such offering from any person, including Parent, in connection therewith or (D) 110 days after receipt by the Holder requesting registration of the inclusion written notice of Transaction Blackout from Parent; (ii) if, at the time of receipt of a registration request or while a registration request is pending pursuant to this Section 10(b), the Company has determined in good faith that (A) the filing of a registration statement would jeopardize or delay a contemplated material transaction other than a financing plan involving Parent or would require the disclosure of material information that Parent has a bona fide business purpose for preserving as confidential, or (B) Parent then is unable to comply with SEC requirements applicable to the requested registration, Parent shall not be required to effect a registration pursuant to this Section 10(b) until the earlier of (1) the date upon which such contemplated transaction is completed or abandoned or such material information is otherwise disclosed to the public or ceases to be material or Parent is able to so comply with applicable SEC requirements, as the case may be, and (2) 90 days after Parent makes such good-faith determination, provided that Parent shall not be permitted to delay a requested registration in reliance on this clause (ii) more than once in any Registration Statement 180-day period; and (iii) Parent shall be obligated to file only one registration statement pursuant to this Section 10(b) and shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 10(b) if such registration request (including Registrable Securities requested to be included in response to a Request Notice) is for a number of Common Stock Registrable Securities which have an aggregate market value less than $10 million. (c) Notwithstanding any other provision of this Agreement to the contrary, a registration requested pursuant to this Section 10 shall not be deemed to have been effected (and, therefore, not requested for purposes of Section 10(b)), (A) until the registration statement with respect thereto has become effective under the Securities Act (unless the registration statement fails to become effective because the Holders request that the registration be withdrawn for a reason other than contemplated in clause (B)); (B) if it is withdrawn based upon material adverse information relating to Parent that is different from the information known to the Holder requesting registration at the time of the Holder's request for registration; or (C) if after it has become effective such registration is interfered with by any stop order, injunction or other securities order or requirement of ANTEC the SEC or other governmental agency or court for any reason other than a misrepresentation or an omission by a Holder whose Registrable Securities are the subject of such registration statement. (d) If the Registrable Securities are to be offered sold in an underwritten offering, the underwriter or underwriters and sold for manager or managers that will administer the account offering will be selected by Parent, and the Holders who desire to sell Registrable Securities must execute an underwriting or similar agreement and complete and execute all reasonable questionnaires, powers of any Piggyattorneys, indemnities, lock-Back Sellerup letters and other documents reasonably required under the underwriting arrangement.

Demand Registration. (a) Investor At any time after the execution of this Agreement, the Initiating Holders may request in writing that the Company register under the Securities Act all or any person acquiring portion of the shares of Registrable Stock held by transfer such Initiating Holders for sale in the manner specified in such notice provided that the shares of Registrable Stock for which such registration has been requested. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 2 within sixty (60) days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the Holders of Registrable Stock shall have been entitled to join pursuant to Sections 3 or 4 and in which there shall have been effectively registered and sold all shares of Registrable Stock as to which registration shall have been so requested. (b) Following receipt of any Shares (a "Permitted Transferee") (Investor notice under this Section 2, the Company shall immediately notify all Holders of Registrable Stock from whom notice has not been received and any such Permitted Transferees being hereinafter referred shall use its best efforts to individually as a "Stockholder" and collectively as the "Stockholders") shall at any time have the right to request registration register under the Securities Act, for public sale in accordance with the method of disposition specified in such notice from requesting Holders, the Shares number of shares of Registrable Stock specified in such notice (and any securities issued in exchange for or in respect of such Shares whether pursuant to a stock dividend, stock split, stock reclassification or otherwise all notices received by the Company from all other Holders within thirty (such Shares and such securities issued in exchange for or in respect of such Shares being collectively referred to herein as 30) days after the "Registrable Shares") upon the terms and subject to the conditions set forth in this Agreement. (b) Upon receipt by ANTEC of a written request for registration hereunder, ANTEC shall (i) promptly notify each other Stockholder in writing of its receipt of such initial written request notice given by the Company to such Holders). Notwithstanding the foregoing, in the event that the Board of Directors in good faith determines that it would be detrimental to the Company or its stockholders to proceed immediately with a public offering, the Company may defer its obligations under this Section 2 for registration and a period of up to ninety (ii90) as soon as practicable, but in no event more than 45 days after from the date of the receipt of such written request, file with the Securities and Exchange Commission (the "Commission"), and use its best efforts to cause to become effective, a registration statement under the Securities Act (a "Registration Statement") which shall cover the Registrable Shares specified in the initial written request and in any written request from any other Stockholder received by ANTEC within 20 days of its giving the notice specified in clause (i) hereofrequest. (c) If so requested by any Stockholder requesting participation in a public offering or distribution of The Company shall be obligated to register Registrable Shares (a "Selling Stockholder") Stock pursuant to this Section 1 or Section 22 on not more than two occasions only in respect of any one investor; provided, the Registration Statement however, that such obligation shall provide for delayed or continuous offering be deemed satisfied only when a registration statement covering all shares of Registrable Shares pursuant to Rule 415 promulgated under Stock specified in the Securities Act or any similar rule then in effect notice (a "Shelf Offering"). If so requested by Selling Stockholders who own a majority of the Registrable Shares, the public offering or distribution of Registrable Shares under this Agreement shall be pursuant to a firm commitment underwriting, the managing underwriter of which shall be a nationally recognized investment banking firm selected and engaged have not subsequently been withdrawn by the Selling Stockholders and approved by ANTEC, which approval shall not be unreasonably withheld. ANTEC shall enter into Holders giving such notice) received as aforesaid for sale in accordance with the same underwriting agreement as shall the Selling Stockholders, containing representations, warranties and agreements not substantially different from those customarily made by an issuer in underwriting agreements with respect to secondary distributions. ANTEC, as a condition to fulfilling its obligations under this Agreement may require the underwriters to enter into an agreement in customary form indemnifying ANTEC against any Losses (as defined in Section 6 hereof) that arise out method of or are based upon an untrue statement or an alleged untrue statement or omission in the Disclosure Documents (as defined in Section 6 hereof) made in reliance upon and in conformity with written information furnished to ANTEC disposition specified by the underwriters specifically for use in the preparation thereofrequesting Holders, shall have become effective. (d) ANTEC If the method of disposition shall be entitled to postpone, for a reasonable period of time, but in no event in excess of 120 days after its receipt of an initial request for registration pursuant to this Agreementunderwritten public offering, the filing of any Registration Statement, if at Company may designate the time it received a request therefor ANTEC determines, in its reasonable business judgment, that such registration and offering could interfere with any financing, acquisition, corporate reorganization, or other material transaction or development involving ANTEC or any of its affiliates and gives the Selling Stockholders written notice managing underwriter of such determination. If ANTEC shall postpone offering, subject to the filing of any Registration Statement, any approval of the Selling Stockholders shall have the right to withdraw his or its request for such registration by giving notice to ANTEC within 15 days of the notice of postponement. In the event that all of the Selling Stockholders withdraw their requestInitiating Holders, such request shall approval not to be counted for purposes of determining the number of registrations to which Stockholders are entitled hereunderunreasonably withheld. (e) Each Selling Stockholder mayThe Company shall be entitled to include in any registration statement referred to in this Section 2, before such for sale in accordance with the method of disposition specified by the Initiating Holders, shares of Common Stock to be sold by the Company for its own account, except as and to the extent that, in the written opinion (a Registration Statement becomes effective, withdraw his or its Registrable Shares from sale, should copy of which shall be delivered to the terms Holders) of the sale managing underwriter (if such method of disposition shall be an underwritten public offering), such inclusion would adversely affect the marketing of the Registrable Stock to be sold, and except that (i) the number of shares of Registrable Stock to be included in such underwriting shall not be satisfactory reduced unless all other securities are first entirely excluded from the underwriting and (ii) if shares of Common Stock are to such Selling Stockholder; should all Selling Stockholders who are participating in such registration be so withdrawincluded for the account of the Company, however, then such registration shall be deemed to have occurred for the purposes of be a registration in accordance with and pursuant to Section 4 hereof unless such Selling Stockholders pay (pro rata, in proportion 3 and not a registration pursuant to the number of shares requested to be included) within 20 days after any such withdrawal, all of the out-of-pocket expenses of ANTEC incurred in connection with such registrationthis Section 2. (f) In The Company will not file with the event Commission any other registration statement with respect to its Common Stock, whether for its own account or that of other stockholders (other than with respect to the filing of a Registration Statement requested by Form S-8 to register securities issuable under the Company's stock option or incentive plans), from the date of receipt of a Selling Stockholder notice from requesting Holders pursuant to this Section 1 hereof involves a firmly underwritten public offering and 2 until the managing underwriter thereof determines reasonably and in good faith that the inclusion in such Registration Statement of any additional shares of Common Stock or other securities of ANTEC to be offered and sold for the account of any person (including ANTEC) other than such Selling Stockholder (each, a "Piggy-Back Seller") would adversely affect the offering of any Registrable Shares by the Selling Stockholder, then the number of shares to be offered for the accounts of each Piggy-Back Seller shall be reduced or limited in proportion to the number of shares owned by each such Piggy-Back Seller (as compared to all such Piggy-Back Stockholders) to the extent necessary to reduce the total number of shares to be included in such Registration Statement by all Piggy-Back Sellers to the amount that such managing underwriter determines would not adversely affect the offering completion of the number period of Registrable Shares requested to be registered by distribution of the Selling Stockholder. Without limiting the foregoing, registration contemplated thereby but in no event shall a Selling Stockholder be required to reduce such forbearance continue past the number date six months following the effective date of Registrable Shares requested to be registered by such Selling Stockholder registration made pursuant to this Section 1 hereof as a result of the inclusion in any Registration Statement of Common Stock or other securities of ANTEC to be offered and sold for the account of any Piggy-Back Seller2.