Common use of Certain Issues of Common Stock Excepted Clause in Contracts

Certain Issues of Common Stock Excepted. Anything herein to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of the Conversion Price in the case of (A) the issuance, or deemed issuance, of shares of Common Stock to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation in connection with their service as directors of the Corporation or a subsidiary of the Corporation, their employment by the Corporation or a subsidiary of the Corporation or their retention as consultants by the Corporation or a subsidiary of the Corporation under the Corporation's Amended and Restated 1999 Stock Plan, the Vector Internet Services Inc. 1997 Stock Option Plan, the Vector Internet Services Inc. 1999 Stock Option Plan, the Corporation's 1999 Employee Stock Purchase Plan or the Corporation's Amended and Restated 2001 Stock Option and Incentive Plan (the "Plans"), plus such additional number of shares issued or issuable to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation under any amendment of the Plans, or under other plans, adopted or assumed by the Corporation with the approval of the Board of Directors of the Corporation (including a majority of the Series X Directors (as defined in Section 4(b)), plus such number of shares of Common Stock which are repurchased by the Corporation from such persons pursuant to contractual rights held by the Corporation and at repurchase prices not exceeding the respective original purchase prices paid by such persons to the Corporation therefor, (B) the issuance of shares of Common Stock upon exercise of the warrant to purchase 27,770 shares of Common Stock (appropriately adjusted to reflect the occurrence of any event described in subsection 3(f)) issued to VantagePoint Venture Partners 1996, L.P., (C) the issuance of shares of Common Stock upon exercise of the warrant to purchase 55,544 shares of Common Stock (appropriately adjusted to reflect the occurrence of any event described in subsection 3(f)) issued to VantagePoint Communications Partners, L.P., (D) the issuance of shares of Common Stock upon exercise of the warrant to purchase 12,950,000 shares of Common Stock (appropriately adjusted to reflect the occurrence of any event described in subsection 3(f)) issued to affiliates of VantagePoint Venture Partners and Columbia Capital Partners in connection with the guaranty of the Corporation's obligations under that certain Revolving Credit and Term Loan Agreement dated as of December 13, 2002 by and between the Corporation and Fleet National Bank; (E) the issuance of shares of Common Stock upon exercise of the warrant to purchase an aggregate of 2,260,909 shares of Common Stock (appropriately adjusted to reflect the occurrence of any event described in subsection 3(f)) issued to VantagePoint Venture Partners III (Q), L.P., (F) the issuance, or deemed issuance, of shares of Common Stock pursuant to a merger, consolidation or stock or asset acquisition approved by the Corporation's Board of Directors, including a majority of the Series X Directors; (G) the issuance of shares of Common Stock upon the conversion of the Series X Preferred Stock or Series Y Preferred Stock; (H) the issuance, or deemed issuance, of securities of the Corporation for any purpose and in any amount as approved by the Corporation's Board of Directors, including a majority of the Series X Directors and the approval of the Series Y Director (as defined in the Amended and Restated Stockholders Agreement dated as of July 18, 2003 among the Corporation, holders of the Series X Preferred Stock, holders of the Series Y Preferred Stock and certain other signatories thereto); and (I) the issuance and sale of warrants to purchase shares of Common Stock pursuant to the Note and Warrant Purchase Agreement dated as of July 18, 2003 by and among the Corporation and the investors named therein and the issuance of shares of Common Stock upon the exercise of such warrants. The terms of the Series X Preferred Stock shall be amended to extend the redemption date for the Series X Preferred Stock from January 1, 2005 to [three years after the Initial Closing Date] by amending and restating the first sentence of Section 6(a) of the Series X Certificate of Designation in its entirety, so that as so amended and restated such first sentence of Section 6(a) shall read in its entirety as follows:

Certain Issues of Common Stock Excepted. Anything herein to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of the Conversion Price in the case of (A) the issuance, or deemed issuance, of shares of Common Stock to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation in connection with their service as directors of the Corporation or a subsidiary of the Corporation, their employment by the Corporation or a subsidiary of the Corporation or their retention as consultants by the Corporation or a subsidiary of the Corporation under the Corporation's Amended and Restated 1999 Stock Plan, the Vector Internet Services Inc. 1997 Stock Option Plan, the Vector Internet Services Inc. 1999 Stock Option Plan, the Corporation's 1999 Employee Stock Purchase Plan or the Corporation's Amended and Restated 2001 Stock Option and Incentive Plan (the "Plans"), plus such additional number of shares issued or issuable to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation under any amendment of the Plans, or under other plans, adopted or assumed by the Corporation with the approval of the Board of Directors of the Corporation (including a majority of the Series X Directors (as defined in Section 4(b)), plus such number of shares of Common Stock which are repurchased by the Corporation from such persons pursuant to contractual rights held by the Corporation and at repurchase prices not exceeding the respective original purchase prices paid by such persons to the Corporation therefor, (B) the issuance of shares of Common Stock upon exercise of the warrant to purchase 27,770 shares of Common Stock (appropriately adjusted to reflect the occurrence of any event described in subsection 3(f)) issued to VantagePoint Venture Partners 1996, L.P., (C) the issuance of shares of Common Stock upon exercise of the warrant to purchase 55,544 shares of Common Stock (appropriately adjusted to reflect the occurrence of any event described in subsection 3(f)) issued to VantagePoint Communications Partners, L.P., (D) the issuance of shares of Common Stock upon exercise of the warrant to purchase 12,950,000 shares of Common Stock (appropriately adjusted to reflect the occurrence of any event described in subsection 3(f)) issued to affiliates of VantagePoint Venture Partners and Columbia Capital Partners in connection with the guaranty of the Corporation's obligations under that certain Revolving Credit and Term Loan Agreement dated as of December 13, 2002 by and between the Corporation and Fleet National Bank; (E) the issuance of shares of Common Stock upon exercise of the warrant to purchase an aggregate of 2,260,909 2,206,909 shares of Common Stock (appropriately adjusted to reflect the occurrence of any event described in subsection 3(f)) issued to VantagePoint Venture Partners III (Q), L.P., (F) the issuance, or deemed issuance, of shares of Common Stock pursuant to a merger, consolidation or stock or asset acquisition approved by the Corporation's Board of Directors, including a majority of the Series X Directors; (G) the issuance of shares of Common Stock upon the conversion of the Series X Preferred Stock or Series Y Preferred Stock; (H) the issuance, or deemed issuance, of securities of the Corporation for any purpose and in any amount as approved by the Corporation's Board of Directors, including a majority of the Series X Directors and the approval of the Series Y Director (as defined in the Amended and Restated Stockholders Agreement dated as of July 18, 2003 among the Corporation, holders of the Series X Preferred Stock, holders of the Series Y Preferred Stock and certain other signatories thereto); and (I) the issuance and sale of warrants to purchase shares of Common Stock pursuant to the Note and Warrant Purchase Agreement dated as of July 18, 2003 by and among the Corporation and the investors named therein and the issuance of shares of Common Stock upon the exercise of such warrants. The terms of the Series X Y Preferred Stock shall be amended to extend the redemption date for the Series X Y Preferred Stock from January 1, 2005 to [three years after the Initial Closing Date] by amending and restating the first sentence of Section 6(a) of the Series X Y Certificate of Designation in its entirety, so that as so amended and restated such first sentence of Section 6(a) shall read in its entirety as follows:

Certain Issues of Common Stock Excepted. Anything herein to the contrary notwithstanding, the Corporation shall not be required to make any adjustment of the Conversion Price in the case of (A) the issuance, or deemed issuance, of shares of Common Stock to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation in connection with their service as directors of the Corporation or a subsidiary of the Corporation, their employment by the Corporation or a subsidiary of the Corporation or their retention as consultants by the Corporation or a subsidiary of the Corporation under the Corporation's Amended and Restated 1999 Stock Plan, the Vector Internet Services Inc. 1997 Stock Option Plan, the Vector Internet Services Inc. 1999 Stock Option Plan, the Corporation's 1999 Employee Stock Purchase Plan or the CorporationCompany's Amended and Restated 2001 Stock Option and Incentive Plan (the "Plans"), plus such additional number of shares issued or issuable to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation under any amendment of the Plans, or under other plans, adopted or assumed by the Corporation with the approval of the Board of Directors of the Corporation (including a majority of the Series X Directors (as defined in Section 4(b) of the Certificate of Designation of Series X Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on November 14, 2001) (the "Series X Certificate of Designation")), plus such number of shares of Common Stock which are repurchased by the Corporation from such persons pursuant to contractual rights held by the Corporation and at repurchase prices not exceeding the respective original purchase prices paid by such persons to the Corporation therefor, (B) the issuance of shares of Common Stock upon exercise of the warrant to purchase 27,770 shares of Common Stock (appropriately adjusted to reflect the occurrence of any event described in subsection 3(f)) issued to VantagePoint Venture Partners 1996, L.P., (C) the issuance of shares of Common Stock upon exercise of the warrant to purchase 55,544 shares of Common Stock (appropriately adjusted to reflect the occurrence of any event described in subsection 3(f)) issued to VantagePoint Communications Partners, L.P., (D) the issuance of shares of Common Stock upon exercise of the warrant to purchase 12,950,000 shares of Common Stock (appropriately adjusted to reflect the occurrence of any event described in subsection 3(f)) issued to affiliates of VantagePoint Venture Partners and Columbia Capital Partners in connection with the guaranty of the Corporation's obligations under that certain Revolving Credit and Term Loan Agreement dated as of December 13, 2002 by and between the Corporation and Fleet National Bank; (E) the issuance of shares of Common Stock upon exercise of the warrant to purchase an aggregate of 2,260,909 shares of Common Stock (appropriately adjusted to reflect the occurrence of any event described in subsection 3(f)) issued to VantagePoint Venture Partners III (Q), L.P., (F) the issuance, or deemed issuance, of shares of Common Stock pursuant to a merger, consolidation or stock or asset acquisition approved by the Corporation's Board of Directors, including a majority of the Series X Directors; (GE) the issuance of shares of Common Stock upon the conversion of the Series X Preferred Stock or Series Y Preferred Stock; (HF) the issuance of up to an aggregate of 20,000 shares of Series X Preferred Stock (including the 10,000 shares issued prior to the Filing Date) ; and (G) the issuance, or deemed issuance, of securities of the Corporation for any purpose and in any amount as approved by the Corporation's Board of Directors, including which approval shall include a majority of the Series X Directors and the approval of the Series Y Director (as defined in the Amended and Restated Stockholders Agreement dated as of July 18December 24, 2003 2001 among the CorporationCompany, holders of the Series X Preferred Stock, Stock and holders of the Series Y Preferred Stock and certain other signatories theretoStock); and (I) the issuance and sale of warrants to purchase shares of Common Stock pursuant to the Note and Warrant Purchase Agreement dated as of July 18, 2003 by and among the Corporation and the investors named therein and the issuance of shares of Common Stock upon the exercise of such warrants. The terms of the Series X Preferred Stock shall be amended to extend the redemption date for the Series X Preferred Stock from January 1, 2005 to [three years after the Initial Closing Date] by amending and restating the first sentence of Section 6(a) of the Series X Certificate of Designation in its entirety, so that as so amended and restated such first sentence of Section 6(a) shall read in its entirety as follows:.