Common use of Piggyback Registration Rights Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Piggyback Registration Rights. At If the Company at any time following the Funding and Consummation Date, whenever TCI proposes to register any TCI Stock for of its own or others account securities under the 1933 Act for a public offeringAct, other than (i) any shelf including an S-8 Registration Statement or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of otherwise, it will each such shares by the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI shall time give each of the Stockholders prompt written notice to all holders of outstanding Shares and Options of its intent intention so to do sodo. The Company will use best efforts at the request of Option Holder to register the shares underlying these options on a form S-8 registration statement. Upon the written request of a holder or holders of any of the Stockholders such Shares or Options given within 30 days after receipt of any such notice, TCI the Company will use its best efforts to cause all such Shares, the holders of which (or of the Options for which upon exercise thereof the Company will issue Shares) shall cause have so requested registration thereof, to be included registered under the Act (with the securities which the Company at the time propose to register), all to the extent requisite to permit the sale or other disposition by the prospective sellers of the Shares so registered; provided, however, that the Company may, as a condition precedent to the effectiveness of such registration, require each prospective seller to agree with the Company and the managing underwriter or underwriters of the offering to be made by the Company in connection with such registration all that such seller will not sell any securities of the TCI Stock issued to same class or convertible into the Stockholders pursuant to this Agreement same class as those registered by the Company (including any stock issued class into which the securities registered by the Company are convertible) for such reasonable period after such registration becomes effective (not exceeding 60 days) as (shall then be specified in writing by such underwriter or issuable upon underwriters if in the conversion opinion of such underwriter or exchange underwriters the Company's offering would be materially adversely affected in the absence of such an agreement. All expenses incurred by the Company in complying with this Section, including without limitation all registration and filing fees, listing fees, printing expenses, fees and disbursements of all independent accounts, or counsel for the Company and or counsel for the sellers and the expense of any convertible securityspecial audits incident to or required by any such registration and the expenses of complying with the securities or blue sky laws of any jurisdiction shall be paid by the Company. Notwithstanding the foregoing, warrant, right sellers shall pay all underwriting discounts or other security which is issued by TCI as) a dividend or other distribution commissions with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholderssellers.

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

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

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

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

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

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

Piggyback Registration Rights. At any time following (A) If the Funding and Consummation Date, whenever TCI Company proposes to register any TCI Stock for of its own or others account securities under the 1933 Securities Act for a public offering, other than (i) any shelf under employee compensation or other benefit programs, (ii) pursuant to an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company, or (iii) securities to be issued in connection with an acquisition or a transaction described in Rule 145(a) promulgated under the Securities Act, and the registration of shares form to be used as consideration may be used for acquisitions of additional businesses by TCI (including any the registration of resales Registrable Securities, the Company will give prompt written notice (which, in any event, shall be given no less than 15 days prior to the filing of a registration statement with respect to such offering) to Holders of Registrable Securities of its intention to effect such a registration and, upon the written request of a Holder of Registrable Securities sent within 15 days after the effective date of any such notice, the Company will use its best efforts to cause all Registrable Securities as to which any Holder shall have so requested registration to be registered under the Securities Act, all to the extent necessary to permit the sale in such offering of the Registrable Securities so registered on behalf of such shares Holder in the same manner as the Company (or stockholder other than such Holder, as the case may be) proposes to offer its securities (a "PIGGYBACK REGISTRATION"). The Company shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested by a Holder to be included in the holders thereof) registration for such offering on the same terms and (ii) registrations relating to employee stock options or other benefit plans, TCI shall give each conditions as any similar securities of the Stockholders prompt Company included therein; provided, however, that (A) if, at any time after giving written notice of its intent intention to do so. Upon register any of its securities and before the effective date of the registration statement filed in connection with the registration, the Company determines for any reason not to register its securities, the Company may, at its election, give written request notice of its determination to the Holders of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with that registration, without prejudice, however, to the future rights of the Holders of Registrable Securities under this Section, (B) if the Company determines in its discretion to delay the registration of its securities, the Company shall be permitted to delay the registration of any Registrable Securities for the same period as the delay in registering any other securities, and (C) the Company is not required to effect any registration for a requesting Holder of the Stockholders given within 30 days after receipt of such notice, TCI shall cause to be included in such registration all of the TCI Stock issued to the Stockholders Registrable Securities pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such Stockholder requests, provided that TCI shall have the right to reduce the number of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 3 unless it receives reasonable assurances that the number requesting Holder of shares Registrable Securities will pay any expenses required to be sold paid by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein it as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersprovided in Section 5.

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

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

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

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

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

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

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

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

Piggyback Registration Rights. At If, at any time following when Shares are outstanding and there is no effective registration statement covering the Funding Shares, ConnectClearly shall determine to prepare and Consummation Date, whenever TCI proposes file with the Securities Exchange Commission a registration statement relating to register any TCI Stock an offering for its own account or the account of others account under the 1933 Securities Act for a public offeringof any of its equity securities, other than on Form S-4 or Form S-8 (ieach as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any shelf acquisition of any entity or business or equity securities issuable in connection with stock option or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI ConnectClearly shall give send to each holder of the Stockholders prompt Shares written notice of its intent to do so. Upon the written request of any of the Stockholders given such determination and, if within 30 thirty (30) days after receipt of such notice, TCI any such holder shall cause so request in writing, (which request shall specify the Shares intended to be included disposed of by such holders), ConnectClearly will cause the registration under the Securities Act of all Shares which ConnectClearly has been so requested to register by the holder, to the extent requisite to permit the disposition of the Shares so to be registered, provided that 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, ConnectClearly shall determine for any reason not to register or to delay registration of such securities, ConnectClearly may, at its election, give written notice of such determination to such holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares in connection with such registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares being registered pursuant to this Section for the same period as the delay in registering such other securities. ConnectClearly shall include in such registration statement all of the TCI Stock issued to the Stockholders pursuant to this Agreement (including or any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement part of such TCI Stock) which Shares such holder requests to be registered. The terms and conditions governing any such Stockholder requests, provided that TCI shall have the right to reduce the number and all registrations of shares included in such registration to the extent that inclusion of such shares could, in the written opinion of tax counsel to TCI or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Code. In addition, if TCI is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement Shares under this Section 17.1 that 6A, and the number rights and obligations of shares to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offeringHolders in connection therewith, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing substantially similar to the number of shares to be sold by persons other than TCI, terms and conditions prescribed in the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding StockholdersRegistration Rights Agreement.

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

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

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

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

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

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

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

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

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

Piggyback Registration Rights. At any time following the Funding and Consummation Closing Date, whenever TCI SCC proposes to register any TCI Class A Common Stock for its own or others others' account under the 1933 Securities Act for a public offering, other than (i) any shelf or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including SCC or any registration of resales of such shares by the holders thereof) and its Affiliates or Subsidiaries, (ii) registrations relating to employee stock options or other benefit plans, TCI (iii) registrations made for others' account the terms of which preclude including shares owned by holders other than SCC and (iv) registrations relating to rights offerings made to the stockholders of SCC, SCC shall give each of the Stockholders Holders prompt written notice of its intent to do so. Upon the written request of any of the Stockholders Holders given within 30 10 days after receipt of such notice, TCI SCC shall cause to be included in such registration all of the TCI Stock issued to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) Registrable Securities which any such Stockholder Holder requests, provided that TCI SCC shall have the right to reduce the number of shares included in such registration registration, pro rata among all persons (including SCC) proposing to have shares registered, to the extent that inclusion of such shares couldwould, in the written opinion of tax counsel to TCI SCC or its independent auditors, jeopardize the any tax free status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization under Section 351 of the Codethereby. In addition, if TCI SCC is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 5.2 that the number of shares to be sold by persons other than TCI SCC is greater than the number of such shares which can be offered without adversely affecting the offering, TCI SCC may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholders.

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

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

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

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

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

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

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

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

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

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

Piggyback Registration Rights. At 5.1 If the Company at any time following the Funding and Consummation Date, whenever TCI proposes to register under the Securities Act any TCI Common Stock or any security convertible into or exchangeable or exercisable for Common Stock, whether or not for sale for its own or others account account, on a form and in a manner which would permit registration of the Common Stock held by a Stockholder for sale to the public under the 1933 Securities Act for a public offering, (other than (i) any shelf pursuant to Form S-4 or other registration of shares to be used as consideration for acquisitions of additional businesses by TCI (including any registration of resales of such shares by Form S-8 or successor or similar forms), the holders thereof) and (ii) registrations relating to employee stock options or other benefit plans, TCI Company shall give each of the Stockholders prompt written notice of its intent the proposed registration to do so. Upon the written request of any of the Stockholders given within 30 each Stockholder not later than thirty (30) days after receipt of such notice, TCI shall cause to be included in such registration all of the TCI Stock issued prior to the Stockholders pursuant to this Agreement (including any stock issued as (or issuable upon the conversion or exchange of any convertible security, warrant, right or other security which is issued by TCI as) a dividend or other distribution with respect to, or in exchange for, or in replacement of such TCI Stock) which any such filing thereof. Each Stockholder requests, provided that TCI shall have the right to reduce the number request that all or any part of shares his or its Registrable Common Stock be included in such registration. Any such registration that the Company proposes for its own account shall be referred to as a "PRIMARY REGISTRATION" and any such registration that the Company proposes that is not for its own account shall be referred to as a "SECONDARY REGISTRATION." Each Stockholder can make such a request by giving written notice to the extent that inclusion Company within ten (10) Business Days after the giving of such shares couldnotice by the Company (any Stockholder giving the Company a notice requesting that the Registrable Common Stock owned by it be included in such proposed registration being hereinafter referred to in this SECTION 5 as a "REGISTERING STOCKHOLDER"); PROVIDED, in HOWEVER, that if the written opinion Company or the managing underwriters of tax counsel to TCI or its independent auditors, jeopardize such offering determine that the status aggregate amount of securities of the transactions contemplated hereby Company which the Company, all Registering Stockholders and by the Registration Statement as a tax-free organization under Section 351 all other Stockholders of the CodeCompany entitled to register securities in connection with any offering ("OTHER REGISTERING HOLDERS") propose to include in such registration statement exceeds the maximum amount of securities that may be sold without having a material adverse effect on the success of the offering, including without limitation the selling price and other terms of such offering, the Company will include in such registration, first, the securities which the Company proposes to sell in a Primary Registration, second, the Registrable Common Stock of such Registering Stockholders who are Apollo Stockholders, and third, the Registrable Common Stock to be sold for the account of Other Registering Holders (including the IMC Stockholders) and shares to be registered for the account of the Company in a Secondary Registration, pro rata among all such Registering Stockholders and such Other Registering Holders, taken together, on the basis of the relative percentage of Registrable Common Stock owned by all such Registering Stockholders and such Other Registering Holders who have requested that securities owned by them be so included. In addition, if TCI is advised in writing in good faith by any managing underwriter of Registrable Common Stock proposed to be registered and sold pursuant to an underwritten offering for the account of any Registering Stockholder shall be sold to the prospective underwriters selected or approved by the Company and on the terms and subject to the conditions of one or more underwriting agreements negotiated between the Company and the prospective underwriters. Any Registering Stockholder who holds Registrable Common Stock being registered in any offering shall have the right to receive a copy of the securities being offered pursuant form of underwriting agreement and shall have an opportunity to hold discussions with the lead underwriter of the terms of such underwriting agreement. The Company may withdraw any registration statement under this Section 17.1 that at any time before it becomes effective, or postpone or terminate the number offering of shares securities, without obligation or liability to be sold by persons other than TCI is greater than the number of such shares which can be offered without adversely affecting the offering, TCI may reduce pro rata the number of shares offered for the accounts of such persons (based upon the number of shares proposed to be sold by each such person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by TCI after the IPO, such reduction shall be made first by reducing the number of shares to be sold by persons other than TCI, the Stockholders and the stockholders of the Other Founding Companies (collectively, the Stockholders and the stockholders of the other Founding Companies being referred to herein as the "Founding Stockholders"), and thereafter, if a further reduction is required, by reducing the number of shares to be sold by the Founding Stockholdersany Registering Stockholder.

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

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

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

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

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

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

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