Common use of Incidental Registrations Clause in Contracts

Incidental Registrations. At any time after the date of this ------------------------ Agreement, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 or any successor thereto), then the Company shall give written notice of such proposed filing to each of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity to register all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities requested to be included in such underwriting. ------

Incidental Registrations. At any (a) Right to Include Registrable Shares. Each time after the date of this ------------------------ Agreement, if the Company proposes BAMSI shall determine ----------------------------------- to file a Registration Statement registration statement under the Securities Act in connection with respect to an offering by the Company a proposed offer and sale for its own account cash of any equity securities (other than a an offering of debt securities which are convertible into equity securities or an offering of equity securities in an amount not in excess of 5% of the number of shares of Class A Common Stock outstanding at such time) either by it or by any holders of its outstanding equity securities, BAMSI will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least 30 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 21 days after the receipt of any such notice from BAMSI, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), BAMSI will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which BAMSI has been so requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, however, that (i) if, at any time after -------- ------- giving written notice of its intention to register any securities and prior to the effective date of the registration statement on Form S-4 or S-8 or filed in connection with such registration, BAMSI shall determine for any successor thereto)reason not to proceed with the proposed registration of the securities to be sold by it, then the Company shall BAMSI may, at its election, give written notice of such proposed filing determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Transfer Restricted Registrable Shares at least thirty (30) days before requesting to be included in BAMSI's registration must sell their Registrable Shares to the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity to register all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of the Company included therein. In connection apply to BAMSI, with such differences, including any Incidental Registration under this Section 1(c) involving an underwritingwith respect to indemnification and liability insurance, the Company shall not as may be required to include any Transfer Restricted Shares customary or appropriate in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company combined primary and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Companysecondary offerings. If in the written opinion of the Managing Underwriter the a registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth2 involves an underwritten public offering, any other securities requested Holder of Registrable Shares requesting to be included in such underwritingregistration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. ------No registration effected under this Section 2 shall relieve BAMSI of its obligations to effect registrations upon request under Section 4 hereof.

Incidental Registrations. At If, at any time after during (and solely during) the date of this ------------------------ Restricted Period, (a) Artal has exercised a demand registration right pursuant to the New Stockholders' Agreement, if including Annex A thereto (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the Agreement) (an "Artal Demand Right") and has delivered a demand notice to the Company in connection therewith to cause the Company to register any Artal Shares under the Securities Act for an underwritten, public offering (or, in connection with a registered, underwritten offering of Artal Shares pursuant to an effective Shelf Registration Statement, has delivered a notice to the Company regarding its intention to effect such an offering), or (b) the Company proposes to file engage in a registration of securities in which Artal will be entitled to exercise its incidental registration rights under Section 1.2(a) of Annex A of the New Stockholders' Agreement (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the Agreement) (an "Artal Piggyback"), the Company will each such time give prompt written notice to each Custodian of Artal's (or the Company's, as the case may be) intention to do so and of Bermore's rights under this Section 1.1, at least (i) with respect to the exercise of an Artal Demand Right, 15 days prior to the anticipated date of the initial filing of the related registration statement (or, in the case of a registered, underwritten offering pursuant to an effective Shelf Registration Statement under Statement, 15 days prior to the Securities Act formal commencement of such registered, underwritten offering of Artal Shares) or (ii) with respect to an offering by Artal Piggyback, 30 days prior to the Company for its own account (other than a registration statement on Form S-4 or S-8 or any successor thereto), then the Company shall give written notice of such proposed filing to each anticipated date of the Holders initial filing of Transfer Restricted Shares at least thirty (30) days before the anticipated filing daterelated registration statement. Such notice shall describe state the proposed Registration number of shares requested to be included in such offering by Artal (or, if such number is not known by the Company at the time of delivery of such notice, the Company shall notify Bermore of such number promptly upon receipt thereof) and distribution and shall offer such Holders Bermore the opportunity to register all or include in such registration statement (or, in the case of an effective Shelf Registration Statement, include in such registered, underwritten offering) a portion number of Bermore Shares equal to the product of (i) the number of Artal Shares which Artal proposes to sell in the proposed registered, underwritten offering and (ii) a fraction, (A) the numerator of which is the number of Remaining Bermore Shares and (B) the denominator of which is the number of Remaining Artal Shares. Upon the written request of Bermore delivered to Artal and the Company within (i) with respect to the exercise an Artal Demand Right, 10 days after the receipt of the Transfer Restricted Company's notice (which request shall specify the number of Bermore Shares then owned intended to be disposed of by such Holder Bermore) or (ii) with respect to an "Incidental Registration"Artal Piggyback, 20 days after the receipt of the Company's notice (which request shall specify the number of Bermore Shares intended to be disposed of by Bermore). The , the Company shall, shall (and Artal shall use its best efforts (within ten (10) days do cause the Company to do so), if applicable, use its best efforts to effect the registration under the Securities Act of all Artal Shares and Bermore Shares of the notice provided for in class then being registered which the preceding sentence) Company has been so requested to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") register by Artal and Bermore, to permit each the disposition of the Holders who Artal Shares and Bermore Shares so to be registered; provided that, (i) the investment banker or investment bankers and manager or managers that will manage the offering will be selected (i) with respect to an Artal Demand Right, by Artal or (ii) with respect to an Artal Piggyback, by the Company, and Bermore will not have requested the right to designate or select any underwriters in writing connection with such offering, (ii) if Bermore elects to participate in such registered, underwritten offering, it must sell the Incidental Registration Bermore Shares to include such Holder's Transfer Restricted Shares be included in such offering to the underwriters on the same terms and conditions as the securities apply to Artal (except that indemnification obligations of the Company included therein. In connection with any Incidental Registration Bermore shall be limited to those obligations set forth in Section 1.7(b)) and complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the such underwriting as agreed upon between the Company and the Managing Underwriterarrangements, and then only in such quantity as will not(iii) if, in the opinion at any time after giving written notice of the Managing Underwriterits intention to register any shares of Common Stock (or, jeopardize the success with respect to an effective Shelf Registration Statement, of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted its intention to sell Artal Shares which the Holders have requested pursuant to be included would materially adversely affect such a registered, underwritten offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor ) pursuant to this Section 1(c1.1 and, prior to the effective date of the related registration statement (or, in the case of an effective Shelf Registration Statement, prior to the execution of an underwriting agreement in connection with the applicable offering of Artal Shares), pro rata based on Artal (in the amount recommended by case of the Managing Underwriter; exercise of an Artal Demand Right) or the Company (in the case of the exercise of an Artal Piggyback), as the case may be, shall determine for any reason not to register (or, in the case of an effective Shelf Registration Statement, not to sell Artal Shares in a registered, underwritten offering) such shares of Common Stock, Artal or the Company, as the case may be, shall give written notice to Bermore and, thereupon, (A) Artal shall be relieved of its obligation to cause the Company to register (or, in the case of an effective Shelf Registration Statement, sell) any Bermore Shares in connection with such registered, underwritten offering and fourth(B) the Company shall be relieved of its obligation to register (or, in the case of an effective Shelf Registration Statement, sell) any other securities requested Bermore Shares in connection with such registered, underwritten offering. A registration (or, in the case of an effective Shelf Registration Statement, a sale pursuant to be included in such underwriting. ------a registered, underwritten offering) effected pursuant to this Section 1.1 is referred to herein as an "Incidental Registration."

Incidental Registrations. At any (a) Subject to Section 2.2(b), each time after the date of this ------------------------ Agreement, if the Company proposes shall determine to file a Registration Statement under the Securities Act in connection with respect the proposed offer and sale for cash of any equity securities (other than (i) debt securities that are convertible into equity securities and (ii) shares of Common Stock (A) to an offering be issued solely in connection with the acquisition of any Person or the assets of any Person, (B) issuable upon the exercise of grants under stock-based incentive plans, or (C) issuable pursuant to employee benefits plans, including employee stock purchase plans) either by it or by any holders of its outstanding equity securities (a “Requesting Holder”), the Company will give prompt written notice of its determination to each Holder and of such Holder’s rights under this Section 2.2(a), at least ten (10) days prior to the anticipated filing date of such Registration Statement. Upon the written request of each Holder made within five (5) days after the receipt of any such notice from the Company (which request shall specify the Registrable Shares intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which the Company has been so timely requested to register by the Holders thereof (provided that the Company will be under no obligation to include in such registration statement filed pursuant to this Section 2.2(a) Registrable Shares of the GS Entities prior to June 21, 2008), to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company or the Requesting Holder, as applicable, shall determine for any reason not to proceed with the proposed registration of the securities to be sold by the Company for its own account (other than a registration statement on Form S-4 or S-8 or any successor thereto)the Requesting Holder, then as applicable, the Company shall may, at its election, give written notice of such proposed filing determination to each Holder and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten public offering, all Holders of Transfer Restricted Registrable Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity requesting to register all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for be included in the preceding sentence) Company’s registration must sell their Registrable Shares to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of apply to the Company included thereinor the Requesting Holder, as applicable, with such differences, including any with respect to indemnification, as may be customary or appropriate in combined primary and secondary offerings. In connection with any Incidental Registration No registration effected under this Section 1(c2.2(a) involving an underwriting, shall relieve the Company of its obligations to effect registrations upon request pursuant to the terms and subject to the conditions of Section 2.1. Any Holder shall not be required have the right to include any Transfer Restricted withdraw its request for inclusion of its Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor any Registration Statement pursuant to this Section 1(c)2.2(a) by giving written notice to the Company of its request to withdraw; provided, pro rata based on that (i) such request must be made in writing prior to the amount recommended by earlier of the Managing Underwriter; execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and fourth(ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any other securities requested right to be included include Registrable Shares in the registration as to which such underwriting. ------withdrawal has been made.

Incidental Registrations. At (a) If the Company at any time after the date of this ------------------------ Agreement, if the Company Lock-Up Period has expired proposes to file a Registration Statement register Equity Securities under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 S-8, or any successor theretoor other forms promulgated for similar purposes or any registration statement filed pursuant to the Registration Rights Agreement dated December 27, 2004 among the Company and Citigroup Global Markets, Inc. and Deutsche Bank Securities Inc. with respect to the Company’s 4% Convertible Perpetual Preferred Stock, whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all Stockholders of its intention to do so and of such Stockholders’ rights under this Agreement. Upon the written request of any such Stockholder made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Stockholder), then the Company will use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Stockholders thereof; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such proposed filing determination to each Stockholder and, thereupon, shall be relieved of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity its obligation to register all or a portion of any Registrable Securities in connection with such registration (but not from its obligation to pay the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"Registration Expenses in connection therewith). The Company shall, and shall use its best efforts (within ten (10ii) days of the notice provided for if such registration involves an underwritten offering, all Stockholders requesting to be included in the preceding sentence) Company’s registration must sell their Registrable Securities to cause the managing underwriter or underwriters of a proposed underwritten offering (selected by the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering Company on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required apply to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If in the written opinion of the Managing Underwriter the a registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourthinvolves an underwritten public offering, any other securities requested Stockholder requesting to be included in such underwritingregistration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. ------The registrations provided for in this Section 3.2 are in addition to, and not in lieu of, registrations made in accordance with Section 3.1.

Incidental Registrations. At (a) If the Company at any time after the date of this ------------------------ Agreement, if the Company hereof proposes to file a Registration Statement register Equity Securities under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 S-8, or any successor theretoor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all Holders of its intention to do so and of such Holders’ rights under this Article IV. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof; provided, that (i) if, at any time after giving written notice of its intention to register any securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such proposed filing determination to each Holder and, thereupon, shall be relieved of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity its obligation to register all or a portion of any Registrable Securities in connection with such registration (but not from its obligation to pay the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"Registration Expenses in connection therewith). The Company shall, and shall use its best efforts (within ten (10ii) days of the notice provided for if such registration involves an underwritten offering, all Holders requesting to be included in the preceding sentence) Company’s registration must sell their Registrable Securities to cause the managing underwriter or underwriters of a proposed underwritten offering (selected by the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering Company on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required apply to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If in the written opinion of the Managing Underwriter the a registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourthinvolves an underwritten public offering, any other securities requested Holder requesting to be included in such underwritingregistration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. ------The registrations provided for in this Section 4.1 are in addition to, and not in lieu of, registrations made upon the request of Lightyear in accordance with Section 4.2.

Incidental Registrations. At any Each time after the date of this ------------------------ Agreement, if the Company that Newco proposes to file a Registration Statement register any of its equity securities under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 effected solely to implement an employee benefit or S-8 stock option plan or to sell shares obtained under any employee benefit or stock option plan or a registration in connection with a transaction to which Rule 145 or any successor theretorule of the Commission under the Securities Act is applicable), then whether for its account or the Company shall account of other stockholders of Newco, Newco will give written notice to the Stockholders of such proposed filing its intention to each do so. Each of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity Stockholders may give Newco a written request to register all or a portion some of its Registrable Shares in the Transfer Restricted registration described in the written notice from Newco as set forth in the foregoing sentence, provided that such written request is given within 20 days after receipt of any such notice from Newco (with such request stating (i) the amount of Registrable Shares then owned to be disposed of and the intended method of disposition of such Registrable Shares and (ii) any other information customarily requested by issuers in secondary distributions to properly effect the registration of such Holder (an "Incidental Registration"Registrable Shares). The Company shallUpon receipt of such request, and shall Newco will use its reasonable best efforts to cause promptly all such Registrable Shares intended to be disposed of to be registered under the Securities Act so as to permit their sale or other disposition (within ten (10) days of in accordance with the notice provided for intended methods set forth in the preceding sentence) to cause request for registration), unless the sale is a firm commitment underwritten public offering and the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested thereof determines reasonably and in good faith in writing to participate in that the Incidental Registration to include inclusion of such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such the offering, then the Company shall include in such Incidental Registration, to the extent of which case the number of shares that to be offered for the Managing Underwriter believes may accounts of the Selling Stockholders shall be reduced or limited in proportion to the number of shares owned by such Selling Stockholders to the extent necessary to reduce the total number of shares to be included in such offering to the amount recommended by such managing underwriting; provided, that, subject to the provisions of the TCI Registration Rights Agreement, if securities are being offered for the account of other persons or entities as well as Newco, such reduction shall be made pro rata from the securities intended to be offered by such persons and from the Selling Stockholders. Newco's obligations under this Section 2 shall apply to a registration to be effected for securities to be sold without causing such adverse effect, first, all for the account of the Newco as well as a registration statement which includes securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account other holders of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to Newco equity securities. No registration effected under this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities requested 2 shall relieve Newco of its obligations to be included in such underwriting. ------effect demand registrations under Section 1.

Incidental Registrations. At (a) If the Company at any time after the date of this ------------------------ Agreement, if the Company hereof proposes to file a Registration Statement register Equity Securities under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 S-8, or any successor theretoor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all Holders of its intention to do so and of such Holders’ rights under this Article IV. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof; provided, that (i) if, at any time after giving written notice of its intention to register any securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such proposed filing determination to each Holder and, thereupon, shall be relieved of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), (ii) if such registration involves an underwritten offering, all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for Holders requesting to be included in the preceding sentence) Company’s registration must sell their Registrable Securities to cause the managing underwriter or underwriters of a proposed underwritten offering (selected by the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering Company on the same terms and conditions as apply to the securities of Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings, and (iii) in no event shall the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the effect more than one registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on 4.1 within eighteen (18) months from the amount recommended by the Managing Underwriter; and fourthdate hereof. If a registration requested pursuant to this Section involves an underwritten public offering, any other securities requested Holder requesting to be included in such underwritingregistration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. ------The registrations provided for in this Section 4.1 are in addition to, and not in lieu of, registrations made upon the request of Lightyear in accordance with Section 4.2.

Incidental Registrations. At If at any time prior to the date on which the Registration statement becomes effective, JAKKS shall file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with an acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), then JAKKS shall send to each Shareholder written notice of such determination and, if within fifteen (15) days after the date of this ------------------------ Agreementsuch notice, if the Company proposes to file a any Shareholder shall so request in writing, JAKKS shall include in such Registration Statement under all or any part of the Registrable Securities Act such Shareholder requests to be registered, except that if, in connection with any underwritten public offering, the managing underwriter(s) thereof shall impose a limitation on the number of shares of Common Stock which may be included in the Registration Statement because, in such underwriter(s)' judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then JAKKS shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Shareholder has requested inclusion hereunder as the underwriter shall permit. Any exclusion of Registrable Securities shall be made pro rata among the Shareholders seeking to include Registrable Securities, in proportion to the number of Registrable Securities sought to be included by such Shareholders; provided, however, that JAKKS shall not exclude any Registrable Securities unless JAKKS has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities; and provided, further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement. No right to registration of Registrable Securities under this Section 2.2 shall be construed to limit any registration required under Section 2.1 hereof. If an offering by the Company for its own account (other than in connection with which a Shareholder is entitled to registration statement on Form S-4 or S-8 or any successor thereto)under this Section 2.2 is an underwritten offering, then the Company shall give written notice of each Shareholder whose Registrable Securities are included in such proposed filing to each of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity to register all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company Statement shall, unless otherwise agreed by JAKKS, offer and shall use its best efforts (within ten (10) days of sell such Registrable Securities in an underwritten offering using the notice provided for in the preceding sentence) to cause the managing same underwriter or underwriters and, subject to the provisions of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering this Agreement, on the same terms and conditions as the securities other shares of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities requested to be Common Stock included in such underwriting. ------underwritten offering.

Incidental Registrations. At any Each time after the date of this ------------------------ Agreement, if the Company that ANTEC proposes to file a Registration Statement register any of its equity securities under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 effected solely to implement an employee benefit or S-8 stock option plan or to sell shares obtained under any employee benefit or stock option plan or a transaction to which Rule 145 or any successor thereto), then other similar rule of the Company shall Commission under the Securities Act is applicable) ANTEC will give written notice to the Stockholders of such proposed filing its intention to each do so. Each of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity Stockholders may give ANTEC a written request to register all or a portion some of its Registrable Shares in the Transfer Restricted Shares then owned registration described in the written notice from ANTEC as set forth in the foregoing sentence, provided that such written request is given within 20 days after receipt of any such notice from ANTEC (with such request stating (i) the amount of Registrable Securities to be disposed of and the intended method of disposition of such Registrable Securities and (ii) any other information reasonably requested by ANTEC to properly effect the registration of such Holder (an "Incidental Registration"Registrable Securities). The Company shallUpon receipt of such request, and shall ANTEC will use its best efforts to cause promptly all such Registrable Securities intended to be disposed of to be registered under the Securities Act so as to permit their sale or other disposition (within ten (10) days of in accordance with the notice provided for intended methods set forth in the preceding sentence) to cause request for registration), unless the sale is a firmly underwritten public offering and the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested thereof determines reasonably and in good faith in writing to participate in that the Incidental Registration to include inclusion of such Holder's Transfer Restricted Shares in such offering on securities would adversely affect the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will notoffering, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of case the number of shares to be offered for the accounts of the Selling Stockholders shall be reduced or limited in proportion to the number of shares owned by such Selling Stockholders to the extent necessary to reduce the total number of shares to be included in such offering to the amount recommended by such managing underwriting; provided, that if securities are being offered for the Managing Underwriter believes may account of other persons or entities as well as ANTEC, such reduction shall be made pro rata from the securities intended to be offered by such persons and from the Selling Stockholders. ANTEC's obligations under this Section 2 shall apply to a registration to be effected for securities to be sold without causing such adverse effect, first, all for the account of the ANTEC as well as a registration statement which includes securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account other holders of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities requested to be included in such underwriting. ------ANTEC equity securities.

Incidental Registrations. At If, at any time during the four-year period commencing on December __, 1997, the Company shall file a registration statement (other than on Form X-0, Xxxx X-0, or any successor forms) to register shares of Common Stock for its own account with the Commission while any Warrants or Warrant Shares are outstanding, the Company shall give all of the Eligible Holders at least 45 days prior written notice of the filing of such registration statement. If requested by any Eligible Holder in writing within 30 days after receipt of any such notice, the date Company shall, at the Company's sole expense (other than the fees and disbursements of this ------------------------ Agreementcounsel for the Eligible Holders), register or qualify all or, at each Eligible Holder's option, any portion of the Warrant Shares of any Eligible Holders who shall have made such request, concurrently with the registration of such other securities, all to the extent required to permit the public offering and sale of the Warrant Shares through the facilities of all appropriate securities exchanges and the over-the-counter market, and will use its best efforts through its officers, directors, auditors and counsel to cause (i) such registration statement to become effective as promptly as practicable and (ii) to keep such registration statement effective for at least twelve (12) months. Notwithstanding the foregoing, if the managing underwriter of any such offering shall advise the Company proposes in writing that, in its opinion, the distribution of all or a portion of the Warrant Shares requested to file a Registration Statement under be included in the Securities Act registration concurrently with respect to an offering the securities being registered by the Company, would materially adversely affect the distribution of such securities by the Company for its own account (other than a registration statement on Form S-4 or S-8 or any successor thereto)account, then the Company shall give written notice number of such proposed filing to each of the Holders of Transfer Restricted Warrant Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity to register all or a portion of the Transfer Restricted Shares then owned held by such Eligible Holder (an "Incidental Registration"). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities requested to be included in such underwriting. ------registration statement shall be reduced to the extent advised by such managing underwriter, but not in greater proportion than the smallest proportionate reduction in the number of shares of Common Stock included in the registration statement for the account of any person other than the Company.

Incidental Registrations. At (a) If at any time after the date of this ------------------------ Agreement, if the Company Buyer proposes to file on its behalf and/or on behalf of any of its security holders a Registration Statement registration statement under the Act on Form S-1, or on any other Form for the general registration of securities to be sold for cash with respect to any class of equity security (as defined in Section 3(a)(11) under the Securities Exchange Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 or any successor theretoof 1934), then the Company Buyer shall be required to give written notice of such proposed filing to each of the Holders of Transfer Restricted Shares Seller and its transferees, if any (collectively referred to as "Seller Shareholders"), at least thirty (30) days before the anticipated filing date. Such notice shall describe with the proposed Registration Securities and distribution and offer such Holders the opportunity to register all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering Exchange Commission (the "Managing UnderwriterCommission") to permit each of the Holders who have requested in writing to participate in the Incidental Registration such registration statement. The notice shall offer to include such Holder's Transfer Restricted Shares in such offering filing on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities requested proposed to be included in such underwritingregistration statement of Buyer and/or any of its security holders such number of shares as the Seller Shareholders may request, subject to the limitations hereinafter set forth. ------Those Seller Shareholders desiring to have shares registered under this Section 18.1 shall be required (i) to so advise Buyer in writing within twenty (20) days after the date of receipt of such offer from Buyer, setting forth the number of shares of Buyer common stock which registration is requested, and (ii) to deliver to Buyer a letter from counsel (who shall be reasonably satisfactory to Buyer) for those Seller Shareholders requesting registration to the effect that registration of such shares under the Securities Act of 1933 (the "Act") is required. Buyer shall thereupon include in such filing subject to the limitations hereinafter set forth, the shares proposed to be offered for sale by the Seller Shareholders making such request, on the same terms and conditions as the securities proposed to be included in such filing on behalf of Buyer and/or any of its security holders, and shall use its best efforts to effect registration under the Act of such shares.

Incidental Registrations. At (a) If the Company at any time after the date of this ------------------------ Agreement, if the Company hereof proposes to file a Registration Statement register Equity Securities under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 S-8, or any successor theretoor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all Holders of its intention to do so and of such Holders' rights under this Article IV. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof; provided, that (i) if, at any time after giving written notice of its intention to register any securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such proposed filing determination to each Holder and, thereupon, shall be relieved of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity its obligation to register all or a portion of any Registrable Securities in connection with such registration (but not from its obligation to pay the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"Registration Expenses in connection therewith). The Company shall, and shall use its best efforts (within ten (10ii) days of the notice provided for if such registration involves an underwritten offering, all Holders requesting to be included in the preceding sentence) Company's registration must sell their Registrable Securities to cause the managing underwriter or underwriters of a proposed underwritten offering (selected by the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering Company on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required apply to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If in the written opinion of the Managing Underwriter the a registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourthinvolves an underwritten public offering, any other securities requested Holder requesting to be included in such underwritingregistration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. ------Nothing in this Section shall operate to limit the right of any Holder to request the registration of Common Stock issuable upon conversion, exchange or exercise of securities held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities. The registrations provided for in this Section 4.1 are in addition to, and not in lieu of, registrations made upon the request of any Investor Securityholder in accordance with Sections 4.2 and 4.3.

Incidental Registrations. At any time after the date of this ------------------------ Agreement, if the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 or any successor thereto), then the Company shall give written notice of such proposed filing to each of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity to register all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will shall not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold sold, if any, without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourththird, any other securities requested to be included in such underwriting. ------.

Incidental Registrations. At (a) If the Company at any time after the date of this ------------------------ Agreement, if the Company IPO Date proposes to file a Registration Statement register Common Stock under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement filed by the Company in connection with the IPO or a registration on Form S-4 or S-8 S-8, or any successor theretoor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all Holders of its intention to do so and of such Holders’ rights under this Article II. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof; provided that (i) if, at any time after giving written notice of its intention to register any securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such proposed filing determination to each Holder and, thereupon, shall be relieved of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity its obligation to register all or a portion of any Registrable Securities in connection with such registration (but not from its obligation to pay the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"Registration Expenses in connection therewith). The Company shall, and shall use its best efforts (within ten (10ii) days of the notice provided for if such registration involves an underwritten offering, all Holders requesting to be included in the preceding sentence) Company’s registration must sell their Registrable Securities to cause the managing underwriter or underwriters of a proposed underwritten offering (selected by the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering Company on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required apply to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company, with such differences as may be customary or appropriate in combined primary and secondary offerings. If in the written opinion of the Managing Underwriter the a registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourthinvolves an underwritten public offering, any other securities requested Holder requesting to be included in such underwritingregistration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register any of such securities in connection with such registration. ------The registrations provided for in this Section 2.1 are in addition to, and not in lieu of, registrations made upon the request of the Investor Stockholders in accordance with Section 2.2.

Incidental Registrations. At any (a) Right to Include Registrable Shares. Subject to Section 2(b), each time after the date of this ------------------------ Agreement, if the Company proposes shall determine to file a Registration Statement registration statement under the Securities Act in connection with respect the proposed offer and sale for cash of any equity securities (other than (i) debt securities which are convertible into equity securities and (ii) shares of Common Stock (A) to an offering be issued solely in connection with the acquisition of any Person or the assets of any Person, (B) issuable upon the exercise of grants under stock-based incentive plans, or (C) issuable pursuant to employee benefits plans) either by it or by any holders of its outstanding equity securities (a "Requesting Holder"), the Company will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2(a), at least 21 days prior to the anticipated filing date of such registration statement. Upon the written request of each Holder made within 14 days after the receipt of any such notice from the Company (which request shall specify the Registrable Shares intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Shares which the Company has been so timely requested to register by the Holders thereof, to the extent required to permit the disposition of the Registrable Shares so to be registered; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company or the Requesting Holder, as applicable, shall determine for any reason not to proceed with the proposed registration of the securities to be sold by the Company for its own account (other than a registration statement on Form S-4 or S-8 or any successor thereto)the Requesting Holder, then as applicable, the Company shall may, at its election, give written notice of such proposed filing determination to each Holder and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten public offering, all Holders of Transfer Restricted Registrable Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity requesting to register all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for be included in the preceding sentence) Company's registration must sell their Registrable Shares to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of apply to the Company included therein. In connection or the Requesting Holder, as applicable, with such differences, including any Incidental Registration under this Section 1(c) involving an underwritingwith respect to indemnification, the Company shall not as may be required to include any Transfer Restricted Shares customary or appropriate in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company combined primary and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Companysecondary offerings. If in the written opinion of the Managing Underwriter the a registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth2(a) involves an underwritten public offering, any other securities requested Holder of Registrable Shares requesting to be included in such underwritingregistration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. ------No registration effected under this Section 2(a) shall relieve the Company of its obligations to effect registrations upon request pursuant to the terms and subject to the conditions of Section 4. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Shares in any registration statement pursuant to this Section 2 by giving written notice to the Company of its request to withdraw; provided, however, that (i) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Shares in the registration as to which such withdrawal has been made.

Incidental Registrations. At (a) If the Company at any time after the date of this ------------------------ Agreement, if the Company hereof proposes to file a Registration Statement register Equity Securities under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 S-8, or any successor theretoor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Company Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all Holders of its intention to do so and of such Holders' rights under this Agreement. Upon the written request of any such Holder made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its commercially reasonable efforts to effect the registration under the Securities Act of all Company Registrable Securities which the Company has been so requested to register by the Holders thereof; PROVIDED, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such proposed filing determination to each Holder and, thereupon, shall be relieved of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity its obligation to register all or a portion of any Company Registrable Securities in connection with such registration (but not from its obligation to pay the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"Registration Expenses in connection therewith). The Company shall, and shall use its best efforts (within ten (10ii) days of the notice provided for if such registration involves an underwritten offering, all Holders requesting to be included in the preceding sentence) Company's registration must sell their Company Registrable Securities to cause the managing underwriter or underwriters of a proposed underwritten offering (selected by the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering Company on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required apply to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If in the written opinion of the Managing Underwriter the a registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourthinvolves an underwritten public offering, any other securities requested Holder requesting to be included in such underwritingregistration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. ------Nothing in this Section shall operate to limit the right of any Holder to request the registration of Common Stock issuable upon conversion, exchange or exercise of securities, including Warrants, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities. The registrations provided for in this Section 4.3 are in addition to, and not in lieu of, registrations made upon the request of the Equity Purchaser and any other Holder in accordance with Sections 4.1 and 4.2.

Incidental Registrations. At any Each time after the date of this ------------------------ Agreement, if the Company that ANTEC proposes to file a Registration Statement register ------------------------ any of its equity securities under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 effected solely to implement an employee benefit or S-8 stock option plan or to sell shares obtained under any employee benefit or stock option plan or a transaction to which Rule 145 or any successor thereto), then other similar rule of the Company shall Commission under the Securities Act is applicable) ANTEC will give written notice to the Stockholders of such proposed filing its intention to each do so. Each of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity Stockholders may give ANTEC a written request to register all or a portion some of its Registrable Shares in the Transfer Restricted Shares then owned registration described in the written notice from ANTEC as set forth in the foregoing sentence, provided that such written request is given within 20 days after receipt of any such notice from ANTEC (with such request stating (i) the amount of Registrable Securities to be disposed of and the intended method of disposition of such Registrable Securities and (ii) any other information reasonably requested by ANTEC to properly effect the registration of such Holder (an "Incidental Registration"Registrable Securities). The Company shallUpon receipt of such request, and shall ANTEC will use its best efforts to cause promptly all such Registrable Securities intended to be disposed of to be registered under the Securities Act so as to permit their sale or other disposition (within ten (10) days of in accordance with the notice provided for intended methods set forth in the preceding sentence) to cause request for registration), unless the sale is a firmly underwritten public offering and the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested thereof determines reasonably and in good faith in writing to participate in that the Incidental Registration to include inclusion of such Holder's Transfer Restricted Shares in such offering on securities would adversely affect the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will notoffering, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of case the number of shares to be offered for the accounts of the Selling Stockholders shall be reduced or limited in proportion to the number of shares owned by such Selling Stockholders to the extent necessary to reduce the total number of shares to be included in such offering to the amount recommended by such managing underwriting; provided, that if securities are being offered for the Managing Underwriter believes may account of other persons or entities as well as ANTEC, such reduction shall be made pro rata from the securities intended to be offered by such persons and from the Selling Stockholders. ANTEC's obligations under this Section 2 shall apply to a registration to be effected for securities to be sold without causing such adverse effect, first, all for the account of the ANTEC as well as a registration statement which includes securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account other holders of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities requested to be included in such underwriting. ------ANTEC equity securities.

Incidental Registrations. At Participation. (A) If the Company at any time after the date of this ------------------------ Agreement, if the Company proposes to file a Registration Statement under the Securities Act with respect to an any offering by the Company of its securities for its own account or for the account of any holders of its securities (other than (1) a registration statement under Section 2(a) or 2(b) hereof, (2) a registration on Form S-4 or S-8 or any successor theretoform to such forms, (3) a registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement or (4) a registration of securities for the benefit of the holders pursuant to Section 6(e) of that certain registration rights agreement (the “Bric Registration Rights Agreement”) dated as of May 1, 2006 among the Company, Bricoleur Partners, L.P., Bricoleur Enhanced, L.P., BRIC 6, L.P. and Bricoleur Offshore Ltd. (the “Bricoleur Parties”) but only for so long as there is not an effective registration statement covering the registrable securities of the Bricoleur Parties, then, as soon as practicable (but in no event less than 20 days prior to the proposed date of filing such Registration Statement), then the Company shall give written notice of such proposed filing to each all Holders of Registrable Securities and (unless all such Registrable Securities are then registered pursuant to Section 2(a) or a Shelf Registration Statement under Section 2(b) is in effect) such notice shall offer the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders Registrable Securities the opportunity to register all or a portion such number of the Transfer Restricted Shares then owned by Registrable Securities as each such Holder may request in writing (an "“Incidental Registration"”). The Company shallSubject to Section 2(d)(ii), and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing Registration Statement all such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities Registrable Securities which are requested to be included therein within 10 days after the receipt by such Holder of any such notice. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such underwriting. ------registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Incidental Registrations. At a. If at any time after the date of this ------------------------ Agreement, if the Company Acubid proposes to file on its behalf and/or on behalf of any of its security holders a Registration Statement under the Securities Act on form S-1, or on any other form for the general registration of securities to be sold for cash with respect to an offering by any class of equity security (as defined in Section 3(a)(11) under the Company for its own account (other than a registration statement on Form S-4 or S-8 or any successor theretoExchange Act), then the Company Acubid shall be required to give written notice of such proposed filing to each of the Holders of Transfer Restricted Shares Former JDI Shareholder at least thirty (30) days before the anticipated filing datewith the Commission of such Registration Statement. Such The notice shall describe the proposed Registration and distribution and offer such Holders the opportunity to register all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering filing on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities requested proposed to be included in such underwritingRegistration Statement of Acubid and/or any of its security holders such number of shares of Restricted Stock as the Former JDI Shareholders may request, subject in the limitations hereinafter set forth. ------Those Former JDI Shareholders desiring to have Restricted Stock registered under this section 11.2 shall be required (i) to so advise Acubid in writing within twenty (20) days after the date of receipt of such offer from Acubid, setting for the number of shares of Restricted Stock for which registration is requested, and (ii) to deliver to Acubid a letter from counsel (who shall be reasonably satisfactory to Acubid) for those Former JDI Shareholders requesting registration to the effect that registration of such Restricted Stock under the Act is required. Acubid shall thereupon include in such filing subject to the limitations hereinafter set forth, the Restricted Stock proposed to be offered for sale by the Former JDI Shareholders making such request, on the same terms and conditions as the securities proposed to be included in such filing on behalf of Acubid and/or any of its security holders, and shall use its best efforts to effect registration under the Act of such shares.

Incidental Registrations. At any time after the date of this ------------------------ Agreement(a) Subject to Section 5.3, if the Company at any time proposes to file a Registration Statement register Equity Securities under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 S-8, or any successor theretoor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all Holders of its intention to do so and of such Holders' rights under this Article V. Upon the written request of any such Holder made within 20 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof; provided, that (a) if, at any time after giving written notice of its intention to register any securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such proposed filing determination to each Holder and, thereupon, shall be relieved of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity its obligation to register all or a portion of any Registrable Securities in connection with such registration (but not from its obligation to pay the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"Registration Expenses in connection therewith). The Company shall, and shall use its best efforts (within ten (10b) days of the notice provided for if such registration involves an underwritten offering, all Holders requesting that their Registrable Securities be included in the preceding sentence) registration must sell their Registrable Securities to cause the managing underwriter underwriters selected by the Company or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of selling security holders requesting such registration, as the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering case may be, on the same terms and conditions as the securities of apply to the Company included therein. In connection or such selling shareholders, with such differences, including any Incidental Registration under this Section 1(c) involving an underwritingwith respect to indemnification and liability insurance, the Company shall not as may be required to include any Transfer Restricted Shares customary or appropriate in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company combined primary and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Companysecondary offerings. If in the written opinion of the Managing Underwriter the a registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourthinvolves an underwritten public offering, any other securities requested Holder requesting to be included in such underwriting. ------registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration.

Incidental Registrations. At (a) If the Company at any time after the date of this ------------------------ Agreement, if the Company hereof proposes to file a Registration Statement register its Common Stock under the Securities Act with respect to an offering by the Company (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account (other than with respect to any registration pursuant to Section 8.2, in which case the rights granted to Stockholders of Registerable Securities under this Section 8.1 shall not apply), pursuant to a registration statement on Form S-4 or S-8 or which it is permissible to register Registerable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to all holders of Registerable Securities of its intention to do so and of such Stockholders' rights under this Section 8.1. Subject to the terms of this Section 8, upon the written request of any successor theretosuch Stockholder made within fifteen (15) days after the receipt of any such notice (which request shall specify the Registerable Securities intended to be disposed of by such Stockholder), then the Company will use its best efforts to effect the registration under the Securities Act of all Registerable Securities which the Company has been so requested to register by the holders thereof; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the Common Stock to be sold by it, the Company may, at its election, give written notice of such proposed filing determination to each holder of the Holders Registerable Securities and, thereupon, shall be relieved of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity its obligation to register any Registerable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), (ii) if such registration involves an underwritten offering, all or a portion holders of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, Registerable Securities requesting and shall use its best efforts (within ten (10) days of the notice provided for entitled to be included in the preceding sentence) Company's registration must sell their Registerable Securities to cause the managing underwriter or underwriters of a proposed underwritten offering (selected by the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering Company on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required apply to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested , with such differences, including any with respect to be included would materially adversely affect such offeringindemnification and liability insurance, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes as may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor customary or appropriate in combined primary and secondary offerings and (iii) if a registration requested pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth8.1(a) involves an underwritten public offering, any other securities requested holder of Registerable Securities requesting to be included in such underwriting. ------registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such Common Stock in connection with such registration.

Incidental Registrations. At The Company agrees that at any time after the date of this ------------------------ Agreement, if the Company it proposes to file register any of its Common Shares in a Registration Statement primary or secondary offering under the Securities Act with respect (otherwise than pursuant to an offering by the Company for its own account Section 7.3) on Form S-3 or any other form of registration statement (other than a registration statement on Form S-4 or S-8 Form S-8) then available for the registration under the Securities Act, it will give timely written notice to all Holders of outstanding Warrants and Restricted Shares of its intention so to do and upon the written request of the Holder of any such Warrants or Restricted Shares, given within 30 days after receipt of any successor thereto)such notice from the Company, then the Company shall give written notice will in each instance; subject to the next paragraph of such proposed filing to each of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity to register all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shallthis Section 7.5, and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter all Underlying Shares or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities requested to be included in such underwritingregistration by any such requesting Holder to be registered under the Securities Act and registered or qualified under any state securities laws, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the prospective seller of the Securities so registered. ------Nothing in this Section 7.5 shall be deemed to require the Company to proceed with any registration of its Common Shares after giving the notice herein provided. Registration pursuant to this Section 7.5 shall, to the extent applicable, be in accordance with, and subject to the provisions of, the "Registration Procedures" set forth in Section 7.3(b). If the managing underwriter engaged by the Company in connection with an underwritten public offering of such Common Shares proposed for registration under this Section 7.5 determines in good faith and for valid business reasons that registration of such Underlying Shares or Restricted Shares would have an adverse effect on the marketability or the price of such offering (an "Incidental Cutback Determination"), such managing underwriter shall give prompt written notice of such Incidental Cutback Determination to such requesting Holder or Holders. In such event the Company, upon written notice to the Holders of such Underlying Shares or Restricted Shares, shall have the right to limit such Underlying Shares or such Restricted Shares to be registered, if any, to the largest number which would not result in such adverse effect on marketability or the price of such offering (such limitation being applied to each such requesting Holder of Underlying Shares or Restricted Shares pro rata in respect of the number of shares subject to such request); provided that, if Common Shares of the Company held by any Person other than the Purchaser and its permitted transferees are to be included in such underwritten public offering pursuant to so-called "demand" or "piggy-back" rights given to such other Person, such reduction in the number of Underlying Shares or Restricted Shares (treating all such shares as one class of Securities for this purpose) shall be only after the exclusion of all equity instruments proposed to be included by such other Person pursuant to so-called "demand" or "piggy-back" rights.

Incidental Registrations. At Company agrees that at any time after the date of this ------------------------ Agreement, if the Company it proposes to file register any of its Securities in a Registration Statement primary or secondary offering of such Securities under the Securities Act with respect (otherwise than pursuant to an offering by the Company for its own account Section 7.3) on Form S-l or any other form of registration statement (other than a registration statement on Form S-4 or S-8 or any successor thereto)Form S-8) then available for the registration under the Securities Act of Securities of Company, then the Company shall it will give timely written notice to all Holders of such proposed filing outstanding Warrants and Registrable Warrant Shares of its intention so to each do and upon the written request of the Holders Holder of Transfer Restricted Shares at least thirty (30) any such Warrants or Registrable Warrant Shares, given within 30 days before after receipt of any such notice from Company, Company will in each instance, subject to the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity to register all or a portion next paragraph of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shallthis Section 7.5, and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted all Registrable Warrant Shares in such offering on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities requested to be included in such underwritingregistration by any such requesting Holder to be registered under the Securities Act and registered or qualified under any state securities laws, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the prospective seller of the Securities so registered. ------Nothing in this Section 7.5 shall be deemed to require Company to proceed with any registration of its Securities after giving the notice herein provided. Registration pursuant to this Section 7.5 shall be in accordance with, and subject to the provisions of, the “Registration Procedures” set forth in Section 7.3(b). If the managing underwriter engaged by Company in connection with an underwritten public offering of Securities proposed for registration as described in this Section 7.5 determines in good faith and for valid business reasons that registration of the Registrable Warrant Shares proposed for inclusion in such registration would, when combined with the other Securities to be included in such registration, have an adverse effect on the marketability or the price of such offering (an “Incidental Cutback Determination”), such managing underwriter shall give prompt written notice of such Incidental Cutback Determination to such requesting Holder or Holders. In such event Company, upon written notice to the Holders of such Registrable Warrant Shares, shall have the right to limit such Registrable Warrant Shares to be registered, if any, to the largest number which would not result in such adverse effect on marketability or the price of such offering (such limitation being applied to each such requesting Holder of Registrable Warrant Shares pro rata in respect of the number of shares subject to such request).

Incidental Registrations. At (a) If the Company at any time after the date of this ------------------------ Agreement, if the Company hereof proposes to file a Registration Statement register Equity Securities under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 S-8, or any successor theretoor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Company Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all Holders of its intention to do so and of such Holders’ rights under this Agreement. Upon the written request of any such Holder made within thirty (30) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its commercially reasonable efforts to effect the registration under the Securities Act of all Company Registrable Securities which the Company has been so requested to register by the Holders thereof; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such proposed filing determination to each Holder and, thereupon, shall be relieved of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity its obligation to register all or a portion of any Company Registrable Securities in connection with such registration (but not from its obligation to pay the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"Registration Expenses in connection therewith). The Company shall, and shall use its best efforts (within ten (10ii) days of the notice provided for if such registration involves an underwritten offering, all Holders requesting to be included in the preceding sentence) Company’s registration must sell their Company Registrable Securities to cause the managing underwriter or underwriters of a proposed underwritten offering (selected by the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering Company on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required apply to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If in the written opinion of the Managing Underwriter the a registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourthinvolves an underwritten public offering, any other securities requested Holder requesting to be included in such underwritingregistration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. ------Nothing in this Section shall operate to limit the right of any Holder to request the registration of Common Stock issuable upon conversion, exchange or exercise of securities, including Warrants, held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities. The registrations provided for in this Section 4.3 are in addition to, and not in lieu of, registrations made upon the request of the Equity Purchaser and any other Holder in accordance with Sections 4.1 and 4.2.

Incidental Registrations. At (a) If the Company, at any time after the date of this ------------------------ AgreementClosing, if the Company proposes to file a Registration Statement register Common Stock under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 S-8, or any successor theretoor other forms promulgated for similar purposes), then for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act and all of the members of the Parent Group, in the aggregate, hold in excess of 1.5 million shares of Retained Stock, it will, at each such time, give prompt written notice to Parent of its intention to do so and of Parent's rights under this Agreement. Upon the written request of Parent made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by the Parent Group), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by Parent; provided, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such proposed filing determination to each Parent and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, if Parent requests to be included in the Company's registration the applicable members of the Holders of Transfer Restricted Shares at least thirty Parent Group must sell their Registrable Securities to the underwriters selected by the Company (30if they sell such securities pursuant to such registration statement) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity to register all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required apply to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If in the written opinion of the Managing Underwriter the a registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c)involves an underwritten public offering, pro rata based on Parent may elect, in writing prior to the amount recommended by effective date of the Managing Underwriter; registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. The registrations provided for in this Section 3.2 are in addition to, and fourthnot in lieu of, any other securities requested to be included registrations made upon the request of Parent in such underwriting. ------accordance with Section 3.1.

Incidental Registrations. At If the Company at any time after the date of this ------------------------ Agreement, if the Company proposes to file a Registration Statement register any IDSs, Class A Common Stock, or Class C Common Stock under the Securities Act with respect to an offering by the Company for its own account, the account of any other Person or Persons or pursuant to Section 2.1 or 3.2 hereof (other than pursuant to a registration statement on Form S-4 or S-8 or any successor theretoform), then the Company shall promptly, but in any event within 10 days of its decision to register securities, give written notice to all ASLP Holders, Holdings Unit Holders, Class B Holders (subject to Section 1.3(g)(ii)), and holders of Registrable Securities, regarding such proposed filing registration (but without duplication of any notice given under Section 2.1 or 3.2). Upon the written request of any such ASLP Holder, Holdings Unit Holder, Class B Holder (subject to each Section 1.3(g)(ii)) or other such holder made within 15 days after the receipt of any such notice (which request shall specify (x) the Holders number of Transfer Restricted Shares at least thirty Registrable Securities and/or shares of Class B Common Stock intended to be issued to or disposed of by such ASLP Holder, Holdings Unit Holder, Class B Holder or other such holder and the intended method or methods of disposition thereof, and/or (30y) days before the anticipated filing date. Such notice shall describe number of IDSs sufficient to permit Holdings or ASLP, as the proposed Registration and distribution and offer case may be, to redeem from such Holders the opportunity to register Holdings Unit Holder or ASLP Holder all or a specified portion of the Transfer Restricted Shares then owned Class A Holdings Units and Holdings Notes or ASLP Units held by such Holder (an "Incidental Registration"holder as provided herein). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required use its reasonable best efforts to include any Transfer Restricted Shares in such underwriting unless effect the Holders thereof accept registration under the terms of the underwriting as agreed upon between the Company and the Managing UnderwriterSecurities Act (both with respect to their initial issuance to holders, if required, and then only in to their resales) of such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), Registrable Securities and/or Class B Common Stock on a pro rata based on the amount recommended by the Managing Underwriter; and fourthbasis in accordance with such intended method or methods of disposition, any other securities requested to be included in such underwriting. ------provided that:

Incidental Registrations. At (a) "PIGGY-BACK" REGISTRATIONS. If the Parent at any time after the date Commencement Date and prior to the termination of this ------------------------ Agreement, if the Company Agreement proposes to file a Registration Statement register its Common Stock under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 X-0, X-0 or any successor theretoor similar forms) for a public offering for cash, whether or not for its own account, it will, each such time, give prompt written notice to all Shareholders of record of Registrable Securities of its intention to do so and of such Shareholders' rights under this Section 1.2, at least 30 calendar days prior to the anticipated date of the initial filing of the registration statement relating to such registration. Upon the written request of any such Shareholder made within 20 calendar days after the receipt of the Parent's notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Shareholder), then the Company shall give written notice of such proposed filing to each of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity to register all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, and Parent shall use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Parent has been so requested to register by the Shareholders (within ten (10subject to Section 1.2(b) days hereof), to permit the disposition of the notice provided for Registrable Securities so to be registered, PROVIDED that: (i) if such registration involves an underwritten offering, all Shareholders requesting Registrable Securities to be included in the preceding sentence) Parent's registration must sell their Registrable Securities to cause the managing underwriter underwriters selected by the Parent or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering other party entitled thereto on the same terms and conditions as the securities have been agreed to by Parent or such other party; (ii) if, at any time after giving written notice of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required its intention to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor register its Common Stock pursuant to this Section 1(c)1.2 and prior to the effective date of the registration statement filed in connection with such registration, pro rata based the Parent or other party on whose behalf such registration statement has been filed shall determine for any reason not to register such Common Stock, the amount recommended by the Managing Underwriter; and fourthParent shall give written notice to all Shareholders and, thereupon, shall be relieved of its obligation to register any other securities requested Registrable Securities in connection with such registration. A registration effected pursuant to be included in such underwriting. ------this Section 1.2(a) is referred to herein as an "INCIDENTAL REGISTRATION."

Incidental Registrations. At (a) If the Company at any time after the date of this ------------------------ Agreement, if the Company hereof proposes to file a Registration Statement register Equity Securities under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 S-8, or any successor theretoor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all Holders of its intention to do so and of such Holders' rights under this Article IV. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof; PROVIDED, that (a) if, at any time after giving written notice of its intention to register any securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such proposed filing determination to each Holder and, thereupon, shall be relieved of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity its obligation to register all or a portion of any Registrable Securities in connection with such registration (but not from its obligation to pay the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"Registration Expenses in connection therewith). The Company shall, and shall use its best efforts (within ten (10b) days of the notice provided for if such registration involves an underwritten offering, all Holders requesting to be included in the preceding sentence) Company's registration must sell their Registrable Securities to cause the managing underwriter or underwriters of a proposed underwritten offering (selected by the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering Company on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required apply to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If in the written opinion of the Managing Underwriter the a registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourthinvolves an underwritten public offering, any other securities requested Holder requesting to be included in such underwritingregistration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. ------Nothing in this Section shall operate to limit the right of any Holder to request the registration of Common Stock issuable upon conversion, exchange or exercise of securities held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities. The registrations provided for in this Section 4.1 are in addition to, and not in lieu of, registrations made upon the request of any Investor Securityholder in accordance with Section 4.2.

Incidental Registrations. At The Company agrees that at any time after an Initial Public Offering (and, in the date of this ------------------------ Agreement, if event the Company has granted any so-called piggy-back rights with respect to the Initial Public Offering, in connection with the Initial Public Offering) and before the tenth (10th) anniversary of the Qualified Initial Public Offering, it proposes to file register any of its Securities in a Registration Statement primary offering of such Securities under the Securities Act (otherwise than pursuant to Section 8.03) on Form S-1 or any other form of registration statement (other than Form S-4 or Form S-8) then available for the registration under the Securities Act of Securities of the Company, it will give timely written notice to all holders of outstanding Series A Preferred Stock and Conversion Shares of its intention so to do and upon the written request of the holder of any such Series A Preferred Stock or Conversion Shares, given within thirty days after receipt of any such notice from the Company, the Company will in each instance, subject to the next paragraph of this Section 8.05, use commercially reasonable efforts to cause all such Underlying Shares or Conversion Shares held by any such requesting holder of Series A Preferred Stock or Conversion Shares to be registered under the Securities Act and registered or qualified under any state securities laws, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the prospective seller of the securities so registered. Any holder requesting registration of its Underlying Shares or Conversion Shares shall in its request describe briefly the manner of any proposed transfer of its Underlying Shares or Conversion Shares which proposed transfer shall, in any event, be in accordance with respect the manner of distribution provided for in such registration. The Company shall provide to an each holder of Series A Preferred Stock or Conversion Shares that has requested inclusion of shares in the registration written notice of the date (the "FINAL DECISION DATE") that is three (3) business days prior to the Company's estimate of the date it will first send to either underwriters or potential investors a preliminary prospectus covering the proposed offering. The Final Decision Date will not change so long as a preliminary prospectus is sent to either underwriters or potential investors within fifteen (15) days of the Company's estimated date for sending the preliminary prospectus. The notice shall be made to each holder of Series A Preferred Stock or Conversion Shares in writing by overnight air courier or facsimile communication in accordance with the provisions of Section 10.03 at least two (2) business days prior to the Final Decision Date. Each holder of Series A Preferred Stock or Conversion Shares that has previously requested inclusion of shares in the registration shall have until 5:00 p.m. Dallas, Texas time on the Final Decision Date to deliver to the Company a written notice of withdrawal of its request to include shares in the proposed offering. Any holder of Series A Preferred Stock or Conversion Shares that has previously requested inclusion of shares in the registration that does not withdraw such request in accordance with the preceding sentence shall thereafter be bound to (i) sell in the proposed offering covered by the registration the number of shares previously requested by the holder to be included in the registration (subject to reduction in accordance with the next paragraph of this Section 8.05) upon substantially the same terms and at the same price per share as shares are sold by the Company for in the proposed offering, (ii) voluntarily convert into Conversion Shares such number of shares of Series A Preferred Stock as are necessary to permit such holder to deliver and sell the required number of shares in the proposed offering, and (iii) enter into such customary agreements (including an underwriting agreement and any lock-up agreement requested by the Managing Underwriter and agreed to by the Company) and take such other actions in connection therewith as the Company shall reasonably request in order to expedite or facilitate the registration or the proposed offering, and in such connection (1) make such representations and warranties as are relevant to such holder to the Company and the underwriters, in form, substance and scope as are customarily made in an underwritten offering; (2) comply with information requests by the Company in accordance with the last paragraph of Section 8.03; and (3) deliver such documents and certificates aS may be reasonably requested by the Company and the managing underwriters to evidence compliance with clause (1) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the selling holder which in no event shall require indemnification of any party by such selling holder except with regards to written material misstatements or material omissions in written material provided by such selling holder. Nothing in this Section 8.05 shall be deemed to require the Company to proceed with any registration of its own account Securities after giving the notice herein provided. Registration pursuant to this Section 8.05 shall be in accordance with, and subject to the provisions of, the "Registration Procedures" set forth in Section 8.03(b) (other than a registration statement on Form S-4 or S-8 or any successor theretoclauses (i), then (ii) and (v) thereof). If the managing underwriter engaged by the Company in connection with an underwritten public offering of such Securities proposed for registration under the Securities Act determines in good faith and for valid business reasons that registration of such Underlying Shares or Conversion Shares would have an adverse effect on the marketability or the price of such offering, the Company shall cause such managing underwriter to give prompt written notice of such proposed filing determination to each of such requesting holder or holders, setting forth in reasonable detail the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer reasons for such Holders the opportunity to register all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of the Company included thereindetermination. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by event the Company. If in , upon written notice to the written opinion holders of such Underlying Shares or Conversion Shares, shall have the Managing Underwriter the registration of all right to limit such Underlying Shares or part of the Transfer Restricted such Conversion Shares which the Holders have requested to be included would materially adversely affect such offeringregistered, then the Company shall include in such Incidental Registrationif any, to the extent largest number which would not result in such adverse effect on marketability or the price of such offering (such limitation being applied to each such requesting holder pro rata in respect of the number of shares subject to such request); PROVIDED that the Managing Underwriter believes may be sold without causing such adverse effect, first, all if Securities of the securities to be offered for the account of Company held by any Person (other than the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities requested ) are to be included in such underwriting. ------underwritten public offering, such reduction in the number of Underlying Shares or Conversion Shares (treating all such Shares as one class of Securities for this purpose) shall be not more than proportionate to the reduction in the number of such other Securities which are to be included in such registration.

Incidental Registrations. At Matador agrees that at any time after a First Public Sale (and, in the date event Matador has granted any so-called piggy-back rights with respect to the First Public Sale, in connection with the First Public Sale) and before the tenth (10th) anniversary of this ------------------------ Agreementthe Qualified First Public Sale, if the Company it proposes to file register any of its securities in a Registration Statement primary offering of such securities under the Securities Act with respect (otherwise than pursuant to an offering by the Company for its own account Section 5.3) on Form S-1 or any other form of registration statement (other than a registration statement on Form S-4 or S-8 Form S-8) then available for the registration under the Securities Act of securities of Matador, it will give timely written notice to all holders of outstanding Registrable Shares of its intention so to do and upon the written request of the holder of any such Registrable Shares, given within 30 days after receipt of any such notice from Matador, Matador will in each instance, subject to the next paragraph of this Section 5.5, use commercially reasonable efforts to cause all such Registrable Shares held by any such requesting holder of Registrable Shares to be registered under the Securities Act and registered or qualified under any successor theretostate securities laws, all to the extent necessary to permit the sale or other disposition thereof in the manner stated in such request by the prospective seller of the securities so registered. Any holder requesting registration of its Registrable Shares shall in its request describe briefly the manner of any proposed transfer of its Registrable Shares which proposed transfer shall, in any event, be in accordance with the manner of distribution provided for in such registration. Matador shall provide to each holder of Registrable Shares that has requested inclusion of shares in the registration written notice of the date (the "FINAL DECISION DATE") that is three business days prior to Matador's estimate of the date it will first send to either underwriters or potential investors a preliminary prospectus covering the proposed offering. The Final Decision Date will not change so long as a preliminary prospectus is sent to either underwriters or potential investors within 15 days of Matador's estimated date for sending the preliminary prospectus. The notice shall be made to each holder of Registrable Shares in writing by overnight air courier or facsimile communication in accordance with the provisions of Section 7.7 at least two business days prior to the Final Decision Date. Each holder of Registrable Shares that has previously requested inclusion of shares in the registration shall have until 5:00 p.m. Dallas, Texas time on the Final Decision Date to deliver to Matador a written notice of withdrawal of its request to include shares in the proposed offering. Any holder of Registrable Shares that has previously requested inclusion of shares in the registration that does not withdraw such request in accordance with the preceding sentence shall thereafter be bound to (i) sell in the proposed offering covered by the registration the number of shares previously requested by the holder to be included in the registration (subject to reduction in accordance with the next paragraph of this Section 5.5) upon substantially the same terms and at the same price per share as shares are sold by Matador in the proposed offering, and (ii) enter into such customary agreements (including an underwriting agreement and any lock-up agreement requested by the Managing Underwriter and agreed to by Matador) and take such other actions in connection therewith as Matador shall reasonably request in order to expedite or facilitate the registration or the proposed offering, and in such connection (1) make such representations and warranties as are relevant to such holder to Matador and the underwriters, in form, substance and scope as are customarily made in an underwritten offering; (2) comply with information requests by Matador in accordance with the last paragraph of Section 5.3; and (3) deliver such documents and certificates as may be reasonably requested by Matador and the managing underwriters to evidence compliance with clause (1) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the selling holder which in no event shall require indemnification of any party by such selling holder except with regards to written material misstatements or material omissions in written material provided by such selling holder. Nothing in this Section 5.5 shall be deemed to require Matador to proceed with any registration of its securities after giving the notice herein provided. Registration pursuant to this Section 5.5 shall be in accordance with, and subject to the provisions of, the "Registration Procedures" set forth in Section 5.3(b) (other than clauses (i), then (ii) and (v) thereof). If the Company managing underwriter engaged by Matador in connection with an underwritten public offering of such securities proposed for registration under the Securities Act determines in good faith and for valid business reasons that registration of such Registrable Shares would have an adverse effect on the marketability or the price of such offering, Matador shall cause such managing underwriter to give prompt written notice of such proposed filing determination to each of such requesting holder or holders, setting forth in reasonable detail the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer reasons for such Holders the opportunity to register all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of the Company included thereindetermination. In connection with any Incidental Registration under this Section 1(c) involving an underwritingsuch event Matador, upon written notice to the Company holders of such Registrable Shares, shall not be required have the right to include any Transfer Restricted limit such Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offeringregistered, then the Company shall include in such Incidental Registrationif any, to the extent largest number which would not result in such adverse effect on marketability or the price of such offering (such limitation being applied to each such requesting holder pro rata in respect of the number of shares that the Managing Underwriter believes may be sold without causing subject to such adverse effect, first, all request); PROVIDED THAT if securities of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders Matador held by any person (other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities requested Matador) are to be included in such underwriting. ------underwritten public offering, such reduction in the number of Registrable Shares (treating all such shares as one class of securities for this purpose) shall be not more than proportionate to the reduction in the number of such other securities which are to be included in such registration.

Incidental Registrations. At any (a) Each time after the date of this ------------------------ Agreement, if the Company that RMI proposes to file a Registration Statement register any of its equity securities under the Securities Act with respect to an offering by of 1933, as amended, (the Company for its own account "Securities Act") (other than a registration statement on Form S-4 effected solely to implement an employee benefit or S-8 stock option plan or to sell shares obtained under any employee benefit or stock option plan or a transaction to which Rule 145 or any successor thereto), then other similar rule under the Company shall Securities Act is applicable) RMI will give written notice to the Investor of such proposed filing its intention to do so. The Investor and each of the Holders of Transfer Restricted Shares at least thirty other Selling Stockholder (30as defined below) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity may give RMI a written request to register all or a portion some of the Transfer Restricted Common Stock issued to it pursuant to the Purchase Agreement ("Registrable Shares") in the registration described in the written notice from RMI as set forth in the foregoing sentence, provided that such written request is given within 20 days after receipt of any such notice from RMI (with such request stating (i) the amount of Registrable Shares then owned to be disposed of and the intended method of disposition of such Registrable Shares and (ii) any other information reasonably requested by RMI to properly effect the registration of such Holder (an "Incidental Registration"Registrable Shares). The Company shallAs used in this Agreement, a "Selling Stockholder" is the Investor and shall any other person to whom the Investor has transferred Registrable Shares in compliance with applicable federal and state securities laws and who has agreed to be bound by this Agreement by signing a counterpart hereof. Upon receipt of such request, RMI will use its best reasonable efforts to cause promptly all such Registrable Shares intended to be disposed of to be registered under the Securities Act so as to permit their sale or other disposition (within ten (10) days of in accordance with the notice provided for intended methods set forth in the preceding sentence) to cause request for registration), unless the sale is a firmly underwritten public offering and the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested thereof determines reasonably and in good faith in writing to participate in that the Incidental Registration to include inclusion of such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such the offering, then the Company shall include in such Incidental Registration, to the extent of which case the number of shares to be offered for the accounts of the Selling Stockholders shall be reduced or limited (an "Underwriter Cutback") in proportion to the number of shares owned by such Selling Stockholders to the extent necessary to reduce the total number of shares to be included in such offering to the amount recommended by such managing underwriter; provided, that if securities are being offered for the Managing Underwriter believes may account of other persons or entities as well as RMI, such reduction shall be made pro rata from the securities intended to be offered by such persons and from the Selling Stockholders. RMI's obligations under this Section 1 shall apply to a registration to be effected for securities to be sold without causing such adverse effect, first, all for the account of the RMI as well as a registration statement which includes securities to be offered for the account of other holders of RMI equity securities. RMI represents and warrants that the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account only registration rights granted by it as of the Holders date of this Agreement (other than Investor pursuant those contained in this Agreement) are as set forth on 2. Schedule 1 to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities requested to be included in such underwriting. ------Agreement.

Incidental Registrations. At (a) If the Company at any time after the date of this ------------------------ Agreement, if the Company proposes to file a Registration Statement register any of its securities under the Securities Act (other than pursuant to Section 6.1 hereof), whether of its own accord or at the demand of any holder of securities pursuant to an agreement with respect to an offering by the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of registration statement proposed to be used may be used for the registration of Conversion Shares, the Company for its own account (other will give notice to the Investor not less than a 5 days nor more than 30 days prior to the filing of such registration statement on Form S-4 or S-8 or any successor thereto), then the Company shall give written notice of such proposed filing its intention to each of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe proceed with the proposed Registration and distribution and offer such Holders registration (the opportunity to register all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The , and, upon the written request of the Investor made within 5 days after the receipt of any such notice (which request will specify the Conversion Shares intended to be disposed of by such holder and state the intended method of disposition thereof), the Company shall, and shall will use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause all Conversion Shares as to which registration has been requested to be registered under the managing underwriter or underwriters of a proposed Securities Act, provided that if such registration is in connection with an underwritten offering (public offering, the "Managing Underwriter") Conversion Shares to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares be included in such offering on registration shall be offered upon the same terms and conditions as the apply to any other securities of the Company included thereinin such registration. In connection with any Incidental Registration under Notwithstanding anything contained in this Section 1(c) involving an underwriting6.2 to the contrary, the Company shall not only be required obligated to include any Transfer Restricted cause Conversion Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then registered under this Section 6.2 on one occasion and the Company shall include in such Incidental Registration, have no obligation to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities cause Conversion Shares to be offered for registered (i) if the account primary registration is in connection with the Initial Public Offering of the Company; ----- second 's Common Stock or (ii) at any time after five years following the Transfer Restricted closing of the Initial Public Offering, provided, however, that once the Conversion Shares become eligible for resale under Rule 144(k) of the Securities Act, the Company shall have no obligation to cause the Conversion Shares to be offered for registered if the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account Investor holds less than 2% of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities requested to be included in such underwriting. ------then outstanding Common Stock.

Incidental Registrations. At (a) If the Company at any time after the date 18-month anniversary of this ------------------------ Agreement, if the Company Closing proposes to file a Registration Statement register Equity Securities under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 S-8, or any successor theretoor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all Holders of its intention to do so and of such Holders' rights under this Article V. Upon the written request --------- of any such Holder made within 20 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof; provided, that (a) if such registration is to be effected at a time -------- when the registration statement required by Section 5.1(a) is effective, the -------------- Company shall be obligated to give such notice and to effect the registration of Registrable Securities only if the proposed registration is to be effected as an underwritten public offering, (b) if, at any time after giving written notice of its intention to register any securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such proposed filing determination to each Holder and, thereupon, shall be relieved of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity its obligation to register all or a portion of any Registrable Securities in connection with such registration (but not from its obligation to pay the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"Registration Expenses in connection therewith). The Company shall, and shall use its best efforts (within ten (10c) days of the notice provided for if such registration involves an underwritten offering, all Holders requesting that their Registrable Securities be included in the preceding sentence) registration must sell their Registrable Securities to cause the managing underwriter underwriters selected by the Company or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of selling security holders requesting such registration, as the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering case may be, on the same terms and conditions as the securities of apply to the Company included therein. In connection or such selling shareholders, with such differences, including any Incidental Registration under this Section 1(c) involving an underwritingwith respect to indemnification and liability insurance, the Company shall not as may be required to include any Transfer Restricted Shares customary or appropriate in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company combined primary and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Companysecondary offerings. If in the written opinion of the Managing Underwriter the a registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourthinvolves an underwritten public offering, any other securities requested Holder requesting to be included in such underwritingregistration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. ------Nothing in this Section shall operate to limit the right of any Holder to request the registration of Common Stock issuable upon conversion, exchange or exercise of securities held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities.

Incidental Registrations. At (a) "Piggy-back" Registrations. If the Company at any time after the date of this ------------------------ Agreement, if proposes to register (including a registration effected by the Company proposes to file a Registration Statement for shareholders other than Artal and its Assignees) any Common Stock under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 or S-8, X-0 xx any successor thereto)or similar forms) for public offerings for cash, then the Company shall whether or not for its own account, it will, each such time, give prompt written notice to Artal and its Assignees, Bermore (to the extent permitted by and in accordance with its incidental registration rights contained in Annex A to the Bermore Agreement) and all Other Holders of Registrable Securities with then existing rights of registration of its intention to do so and of such proposed filing stockholders' rights under this Section 1.2, at least 30 days prior to each the anticipated date of the Holders initial filing of Transfer Restricted Shares at least thirty (30) days before the anticipated filing dateregistration statement relating to such registration. Such notice shall describe the proposed Registration and distribution and offer all such Holders stockholders the opportunity to register all or a portion include in such registration statement such number of Registrable Securities as each such stockholder may request. Upon the written request of any such stockholder made within 20 days after the receipt of the Transfer Restricted Shares then owned Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder (an "Incidental Registration"stockholder). The , the Company shall, and shall use its best efforts (within ten (10) days to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by such stockholders and to permit the disposition of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested Registrable Securities so to be included would materially adversely affect registered, provided that (i) if such registration involves an underwritten offering, then the Company shall include in such Incidental Registration, to the extent all stockholders of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities requested Registrable Securities requesting to be included in such underwriting. ------the Company's registration must sell

Incidental Registrations. At (a) If the Company at any time after the date of this ------------------------ Agreement, if the Company hereof proposes to file a Registration Statement register Equity Securities under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 S-8, or any successor theretoor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all Holders of its intention to do so and of such Holders' rights under this Article IV. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof; provided, that (i) if, at any time after giving written notice of its intention to register any securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such proposed filing determination to each Holder and, thereupon, shall be relieved of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity its obligation to register all or a portion of any Registrable Securities in connection with such registration (but not from its obligation to pay the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"Registration Expenses in connection therewith). The Company shall, and shall use its best efforts (within ten (10ii) days of the notice provided for if such registration involves an underwritten offering, all Holders requesting to be included in the preceding sentence) Company's registration must sell their Registrable Securities to cause the managing underwriter or underwriters of a proposed underwritten offering (selected by the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering Company on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required apply to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If in the written opinion of the Managing Underwriter the a registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourthinvolves an underwritten public offering, any other securities requested Holder requesting to be included in such underwritingregistration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. ------Nothing in this Section shall operate to limit the right of any Holder to request the registration of Common Stock issuable upon conversion, exchange or exercise of securities held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities. The registrations provided for in this Section 4.1 are in addition to, and not in lieu of, registrations made upon the request of Lightyear in accordance with Section 4.2.

Incidental Registrations. At a. If at any time after the date of this ------------------------ Agreement, if the Company AWHI proposes to file on its behalf and/or on behalf of any of its security holders a Registration Statement under the Securities Act on Form S-1, or on any other form for the general registration of securities to be sold for cash with respect to an offering by any class of equity security (as defined in Section 3(a)(11) under the Company for its own account (other than a registration statement on Form S-4 or S-8 or any successor theretoExchange Act), then the Company AWHI shall be required to give written notice of such proposed filing to each of the Holders of Transfer Restricted Shares Eligible Shareholder at least thirty (30) days before the anticipated filing datewith the SEC of such Registration Statement. Such The notice shall describe the proposed Registration and distribution and offer such Holders the opportunity to register all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering filing on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities requested proposed to be included in such underwritingRegistration Statement of AWHI and/or any of its security holders such number of shares of Restricted Stock as the Eligible Shareholders may request, subject to the limitations hereinafter set forth. ------Those Eligible Shareholders desiring to have Restricted Stock registered under this Section 1.2 shall be required (i) to so advise AWHI in writing within twenty (20) days after the date of receipt of such offer from AWHI, setting for the number of shares of Restricted Stock for which registration is requested, and (ii) to deliver to AWHI a letter from counsel (who shall be reasonably satisfactory to AWHI) for those Eligible Shareholders requesting registration to the effect that registration under the Act of the proposed sale of such Restricted Stock as required under the Act in order to Transfer such Restricted Stock in the manner contemplated. AWHI shall thereupon include in such filing subject to the limitations hereinafter set forth, the Restricted Stock proposed to be offered for sale by the Eligible Shareholders making such request, on the same terms and conditions as the securities proposed to be included in such filing on behalf of AWHI and/or any of its security holders, and shall use its best efforts to effect registration under the Act of the sale of such shares.

Incidental Registrations. At (i) If Parent at any time after the date of this ------------------------ Agreement, if the Company (other than pursuant to Sections 5.13(a) hereof) proposes to file a Registration Statement register any of its shares of Common Stock under the Securities Act with respect for sale to an offering by the Company public, for its own account (other than a except with respect to registration statement statements on Form Forms S-4 or S-8 or any successor theretoS-8, another form not available for registering shares for sale to the public for cash), then the Company shall each such time it will give written notice of such proposed filing to each Seller of its intention so to do at least 20 days prior to the filing of the Holders registration statement. Upon the written request of Transfer Restricted Shares at least thirty (30) any Seller, given within 20 days before after the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity Seller's receipt of any such notice, to register all or a any portion of the Transfer Restricted Shares Contingent Merger Consideration then owned held by such Holder (an "Incidental Registration"). The Company shallSeller, and shall Parent will use its best commercially reasonable efforts to cause such Contingent Merger Consideration to be included in the securities to be covered by the registration statement proposed to be filed by Parent, all to the extent requisite to permit the sale or other disposition by such Seller (within ten (10in accordance with its written request) days of the notice shares so registered; provided for that Parent's obligation under this sentence is subject the terms and conditions set forth in Section 5.13(b)(ii) below. In the event that any registration pursuant to this Section 5.13(b)(i) shall be, in whole or in part, an underwritten public offering, any request by a Seller pursuant to this Section 5.13(b)(i) to register shares shall specify that either (i) such shares are to be included in the preceding sentence) to cause the managing underwriter or underwriters of a proposed underwritten offering (the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering underwriting on the same terms and conditions as the securities shares of Common Stock otherwise being sold through underwriters under such registration or (ii) such shares are to be sold in the Company included therein. In connection with open market without any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required on terms and conditions comparable to include any Transfer Restricted Shares those normally applicable to offerings of common stock in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company. If in the written opinion of the Managing Underwriter the registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth, any other securities requested to be included in such underwriting. ------reasonably similar circumstances.

Incidental Registrations. At (a) If the Company at any ------------------------ time after the date of this ------------------------ Agreement, if the Company hereof proposes to file a Registration Statement register Equity Securities under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 S-8, or any successor theretoor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all Holders of its intention to do so and of such Holders' rights under this Article IV. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its commercially reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof; provided, that (a) if, at any time after giving written notice of its intention -------- to register any securities, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such proposed filing determination to each Holder and, thereupon, shall be relieved of the Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity its obligation to register all or a portion of any Registrable Securities in connection with such registration (but not from its obligation to pay the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"Registration Expenses in connection therewith). The Company shall, and shall use its best efforts (within ten (10b) days of the notice provided for if such registration involves an underwritten offering, all Holders requesting to be included in the preceding sentence) Company's registration must sell their Registrable Securities to cause the managing underwriter or underwriters of a proposed underwritten offering (selected by the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering Company on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required apply to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If in the written opinion of the Managing Underwriter the a registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourthinvolves an underwritten public offering, any other securities requested Holder requesting to be included in such underwritingregistration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of such securities in connection with such registration. ------Nothing in this Section shall operate to limit the right of any Holder to request the registration of Common Stock issuable upon conversion, exchange or exercise of securities held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities. The registrations provided for in this Section 4.1 are in addition to, and not in lieu of, registrations made upon the request of the Investor Stockholder in accordance with Section 4.2.

Incidental Registrations. At (a) Right to Include Common or ------------------------- ----------------------------- Common Equivalent Registrable Securities. If the Company at any time after the ------------------------------------------ date of this ------------------------ Agreement, if the Company hereof proposes to file a Registration Statement register its Common Stock (or any security, including, without limitation, Preferred Stock or Warrants, which is convertible into or exchangeable or exercisable for Common Stock) under the Securities Act with respect to an offering by the Company for its own account (other than a registration statement on Form S-4 or S-8 S-8, or any successor theretoor other forms promulgated for similar purposes), then whether or not for sale for its own account, in a manner which would permit registration of Common or Common Equivalent Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all Holders of Common or Common Equivalent Registrable Securities of its intention to do so and of such Holders' rights under this Section 2. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Common or Common Equivalent Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Common or Common Equivalent Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Common or Common Equivalent Registrable Securities so to be registered; provided -------- that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such proposed filing determination to each Holder of Common or Common Equivalent Registrable Securities and, thereupon, shall be relieved of its obligation to register any Common or Common Equivalent Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Transfer Restricted Shares at least thirty (30) days before the anticipated filing date. Such notice shall describe the proposed Registration and distribution and offer such Holders the opportunity Common or Common Equivalent Registrable Securities requesting to register all or a portion of the Transfer Restricted Shares then owned by such Holder (an "Incidental Registration"). The Company shall, and shall use its best efforts (within ten (10) days of the notice provided for be included in the preceding sentence) Company's registration must sell their Common or Common Equivalent Registrable Securities to cause the managing underwriter or underwriters of a proposed underwritten offering (selected by the "Managing Underwriter") to permit each of the Holders who have requested in writing to participate in the Incidental Registration to include such Holder's Transfer Restricted Shares in such offering Company on the same terms and conditions as the securities of the Company included therein. In connection with any Incidental Registration under this Section 1(c) involving an underwriting, the Company shall not be required apply to include any Transfer Restricted Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon between the Company and the Managing Underwriter, and then only in such quantity as will not, in the opinion of the Managing Underwriter, jeopardize the success of the offering by the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If in the written opinion of the Managing Underwriter the a registration of all or part of the Transfer Restricted Shares which the Holders have requested to be included would materially adversely affect such offering, then the Company shall include in such Incidental Registration, to the extent of the number of shares that the Managing Underwriter believes may be sold without causing such adverse effect, first, all of the securities to be offered for the account of the Company; ----- second the Transfer Restricted Shares to be offered for the account of ------ XxxxxxxXxxx.xxx, Inc.; third the Transfer Restricted Shares to be offered for ----- the account of the Holders other than Investor pursuant to this Section 1(c), pro rata based on the amount recommended by the Managing Underwriter; and fourth2(a) involves an underwritten public offering, any other securities requested Holder of Common or Common Equivalent Registrable Securities requesting to be included in such underwritingregistration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration. ------Nothing in this Section 2(a) shall operate to limit the right of a Holder to (i) request the registration of Common Stock issuable upon conversion or exercise of convertible securities held by such Holder notwithstanding the fact that, at the time of request, such Holder holds only convertible securities or (ii) request the registration at one time of both Common Stock and Common Equivalent Registrable Securities.