Common use of Optional Registrations Clause in Contracts

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act), the Company shall determine to register any shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders (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), the Company will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; provided, that such registration is in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)prior to ---------------------- December 31, 1995 the Company shall determine to register any shares of Common Stock its securities (for itself or for any other securities convertible into or exchangeable or exercisable for shares holder of the Common Stock Company) under the Securities Act or any successor legislation (whether other than a registration relating to stock option plans, employee benefit plans or a Rule 145 transaction), and in connection with a public offering of securities by therewith the Company (a "primary offering"), a public offering of securities by shareholders (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)may lawfully register its Common Stock, the Company will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt the then holders (the "Holders") of such notice IXC requests the inclusion of some all issued or all of the issuable Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, (as hereinafter defined) and will use its reasonable best efforts to include in such registration and to effect the registration under the Securities Act of all Registrable Securities which such Registrable SecuritiesHolders may request in writing delivered to the Company within 15 days after receipt by such Holder of the notice given by the Company; provided, however, if the managing underwriter for the Company advises the Company in writing that including all or part of the Registrable Shares in such registration is offering will adversely affect the marketing of the proposed offering, then, in connection with an any such underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered offering by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from of any of its securities, such registration and underwriting some or all of Registrable Securities shall be limited to not less than 10% of the total number of shares to be sold in the case of an initial public offering of the Company's securities, and 20% of the total number of shares to be sold in the case of a subsequent offering; further provided, however, that such limited number of shares of Common Stock in such offering, which shares shall be taken from those owned (or obtainable upon the exercise of rights with respect to other securities) by a group of holders requesting registration consisting of the Holders and other holders having similar registration rights to those of the Holders, and such limitation shall be imposed upon the Holders and such other holders pro rata on the basis of the total number of (i) shares of Registrable Securities which would otherwise owned by the requesting Holders and (ii) shares of Common Stock owned, or obtainable by them upon the exercise of rights with respect to other securities, by such other requesting holders. In the event of such a limitation, shares of persons not having similar registration rights will not be underwritten pursuant to the notice described hereinincluded in such registration. The Company shall advise IXC promptly after such determination by have the underwriter, and right to select the number of shares of securities that are entitled managing underwriter or underwriters for any underwritten offering made pursuant to be included in the a registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which under this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.12 hereof.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)Closing Date, the Company shall determine seek to register any shares of Common Stock or its securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by a shareholder or shareholders of the Company (a "secondary offering"), or both), but not the Company will promptly give written notice thereof to each "Holder" of "Registrable Securities" as each is hereinafter defined in Section 4.3 below. If within 20 days after their receipt of such notice one or more Holders request the inclusion of some or all of the Registrable Securities owned by them in such registration, the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which such Holders may request in a writing delivered to the Company within 20 days after their receipt of the notice given by the Company. In the case of the registration of shares of capital stock by the Company in connection with any underwritten public offering, if the underwriter(s) determines that marketing factors require a limitation on the number of Registrable Securities to be offered, the Company shall not be required to register Registrable Securities in excess of the amount, if any, of shares of the capital stock which the underwriter(s) of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered for the Company. If any limitation of the number of shares of Registrable Securities to be registered by the Holders is required pursuant to this Section 4.1, the number of shares that may be included in the registration shall be allocated pro rata among the holders of any registration rights in proportion, as nearly as practicable, to the respective amounts of registrable securities which each holder has requested to be included in the registration statement. If any Holder disapproves of the terms of any such underwriting, he, she or it may elect to withdraw therefrom by written notice to the Company and the underwriter(s). If, by such withdrawal, a greater number of shares of Common Stock held by other holders of registration rights may be included in such registration statement, the Company shall offer to all holders who have a right to include shares of Common Stock in the registration the right to include additional shares of Common Stock. The provisions of this Section 4.1 will not apply to a registration effected solely to implement (i) an employee benefit plan plan, or (ii) a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable), the Company will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; provided, that such registration is in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1.

Optional Registrations. If at any time or times after the date hereof an Initial Public Offering and for a period of six (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k6) of the Securities Act)years thereafter, the Company shall determine seek to register any shares of Common Stock its capital stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock capital stock under the Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders stockholders of the Company (a "secondary offering"), or bothboth (together an "underwritten public offering"), but the Company will promptly give written notice thereof to each Stockholder (including any Permitted Transferee thereof as defined in that certain Stockholders Agreement, dated as of the date hereof, by and among the parties hereto) holding Registrable Securities (individually, a "Holder" and collectively, the "Holders"). If within ten (10) days after receipt of such notice one or more Holders request the inclusion of some or all of the Registrable Securities owned by them in such registration, the Company will use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which such Holders may request in a writing delivered to the Company within ten (10) days after their receipt of the notice given by the Company; provided, however, that if the Company determines at any time not to pursue an underwritten public offering of its securities, then it shall give prompt written notice of such determination to each Holder requesting registration hereunder, and the Company shall thereafter be relieved of its obligation to register any Registrable Securities pursuant to this Section 2 until such time as it shall again decide to pursue an underwritten public offering. In the case of the registration of shares of capital stock by the Company in connection with any underwritten public offering, if the underwriter(s) determines that marketing factors require a limitation on the number of Registrable Securities to be offered, the Company shall not be required to register Registrable Securities of the Holders in excess of the amount, if any, of shares of which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered for the Company. If any limitation of the number of shares of Registrable Securities to be registered by the Holders is required pursuant to this Section 2, the number of shares that may be included in the registration on behalf of the Holders shall be allocated among the Holders or the holders of any other registration rights in proportion, as nearly as practicable, to the respective holdings of Registrable Securities of all Holders requesting registration. The provisions of this Section 2 will not apply to a registration statement on Form S-8 or Form S-4 (or any successor forms) or a registration effected solely to implement (i) an employee benefit plan plan, or (ii) a transaction to which Rule 145 or any other similar rule of the Commission under the Securities Act is applicable), the Company will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; provided, that such registration is in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1.

Optional Registrations. If (a) If, at any time or times from time to time after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)hereof, the Company shall determine to register any shares of Common Stock its capital stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock capital stock under the Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering for the account of securities by shareholders any security holder or holders of the Company (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), the Company will shall promptly give written notice thereof to IXC. In connection with each Series Preferred Stockholder holding Registrable Securities (as hereinafter defined in Section 9.4 below) then outstanding, Jalkut (for so long as he shall hold Registrable Securities) and the Founder (for so long as he shall hold Founder Securities); provided, however, that such notice obligation shall not apply to any such registration: (i) relating to a public offering pursuant to any demand registration rights under the Warrant Registration Rights Agreement; (ii) relating to the registration of any of the Company's employee benefit plans; (iii) on any form that does not permit secondary offerings; or (iv) relating to a corporate reorganization or other transaction under Rule 145 or any similar rule of the SEC. (b) If, if within 30 thirty (30) days after their receipt of such a notice IXC requests delivered pursuant to clause (a) of this Section 9.1, one or more Series Preferred Stockholders, Jalkut or the Founder request the inclusion of some or all of the Registrable Securities or Founder Securities held by them in such registration, the Company, subject to Section 2.7 hereof, will Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities and Founder Securities which such Registrable Securities; provided, that Holders may request in a writing delivered to the Company within such thirty (30) days. (c) In the case of the registration is of shares of capital stock by the Company in connection with an any underwritten public offering; and provided, further, that, if the underwriter(s) shall have informed the Company and the Holders requesting inclusion in such offering, in writing, that in such underwriter's opinion the number of Registrable Securities and Founder Securities to be included in the offering is such as to materially and adversely affect the price at which the securities can be sold, the Company shall not be required to register Registrable Securities and Founder Securities of such Holders in excess of the amount, if any, of shares of the capital stock which the principal underwriter determines that the registration of securities such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered by for the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all Company. If any limitation of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled capital stock to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold registered by the Company shall be included in such registration and underwriting, and, subject Holders is required pursuant to Section 2.7 hereofthis clause 9.1(c), the number of additional shares that may be included in the registration and underwriting on behalf of the Holders shall be allocated among IXC and all the Holders or the holders of any other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective relative holdings of Registrable Securities and Founder Securities, in the aggregate (provided that for such other securities. All expenses of purpose the registration and offering Series E Preferred Stockholders shall be borne by deemed to own two times their actual holdings of Series E Preferred Stock, and provided further that if any Holder does not register all shares that it is entitled to register under the foregoing formula, then its unused shares shall be reallocated among the remaining requesting Holders in proportion to their relative holdings of Registrable Securities and Founder Securities), after first excluding from such registration statement all shares of Common Stock, other than Founder Securities, sought to be included therein by: (i) any director, officer or employee of the Company, except that IXC including Jalkut (unless and all holders until Jalkut has been involuntarily terminated as an officer of other securities the Company pursuant to Sections 6(d) or 6(f) of the Jalkut Employment Agreement), pro rata based on the number of shares of Registrable Securities requested by each such individual to be included in such registration; (ii) any holder thereof not having any such contractual incidental registration rights; and (iii) any holder thereof having contractual incidental registration rights granted by subordinate and junior to the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 rights of the Securities Act or any other similar rule or regulationSeries Preferred Stockholders. If such underwritten public offering is an initial public offering of the Company's Common Stock, the Company shall take all necessary actionmay limit or exclude, including, without limitationto the extent so advised by the underwriter as provided above, the filing amount of post-effective amendmentsRegistrable Securities and Founder Securities to be included in the registration. If such underwritten public offering is not an initial public offering of the Company's Common Stock, then the Series Preferred Stockholders holding Registrable Securities, the Founder, and Jalkut if he has been involuntarily terminated as an officer of the Company pursuant to permit IXC Sections 6(d) and 6(f) of the Jalkut Employment Agreement, shall be allowed to include its in the aggregate not less than thirty-five percent (35%) of the shares in subject to such registration statement, provided, however, that in accordance addition to any limitations imposed by this clause (c), in connection with any registration that includes securities pursuant to the Warrant Registration Rights Agreement, the terms of the Warrant Registration Rights Agreement as in effect on the date hereof shall govern the inclusion (and limitations on inclusion) of Registrable Securities, Founder Securities and other securities in such registration. (d) The Company shall not grant any rights relating to the piggy-back registration of its capital stock which are superior to or on a parity with the rights granted to the Series Preferred Stockholders, the Founder and Jalkut in this Section 2.19.1 other than pursuant to this Agreement and the Warrant Registration Rights Agreement.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) first annual anniversary of the Securities Act)Effective Date and before the seventh annual anniversary of the Effective Date, the Company shall determine to register any shares of its Common Stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act of 1933, as amended (the "Act") (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders 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 Securities and Exchange Commission (the "Commission") under the Securities Act is applicable), the Company will promptly give written notice thereof to IXCthe holders of Registrable Securities (as hereinafter defined in paragraph 7(d) below) then outstanding (the "Holders"). In connection with any such registration, if within 30 days after receipt of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which such Registrable SecuritiesHolders may request in a writing delivered to the Company within 15 days after delivery of such notice by the Company pursuant to Section 10 hereof; provided, however, that such in the case of the registration is of shares of Common Stock by the Company in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that a limitation on the registration number of securities in excess of any amount shares to be registered by underwritten is required, the Company would adversely affect such offering then the Company underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC all Holders that have requested inclusion of Registrable Securities in such underwritten offering (the "Requesting Holders") promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities (other than those to be sold by for the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, account of the number of additional shares that may be included in the registration and underwriting Company) shall be allocated among IXC and all the Requesting Holders (but not among any other holders of other securities having registration rights granted by of the Company requesting that such other securities be included in such registration and underwriting Company) in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securitiesSecurities. All expenses of the registration and offering (including transfer taxes on shares being sold by the Requesting Holders), except for the fees and expenses of counsel for the Requesting Holders shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company Requesting Holders shall bear underwriting discounts and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 paragraph 7(a) shall apply, in the event that the Company shall effect a "shelf registration" registration under Rule 415 of promulgated under the Securities Act Act, or any other similar rule or regulationregulation ("Rule 415"), the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC the Requesting Holders to include its their shares in such registration in accordance with the terms of this Section 2.1paragraph 7(a).

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)hereof, the Company Corporation shall determine to register any shares of its Common Stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act (whether in connection with a public offering of securities by the Company Corporation (a "primary offering"), a public offering of securities thereof by shareholders (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), it agrees to do the Company will following: (a) The Corporation shall promptly give written notice thereof of registration under this Section 4.1 to IXC. In connection with any such registration, if within 30 days after receipt the holders of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registrationthen outstanding (the "Holders"), the Company, subject to Section 2.7 hereof, and will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities for which the Holders may request registration in a writing delivered to the Corporation within fifteen (15) days after such Registrable Securitiesnotice given by the Corporation; provided, however, that such in the case of the registration is of Common Stock by the Corporation in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that Corporation shall not be required to register Registrable Securities of the registration of securities Holders in excess of the amount, if any, of Common Stock which the principal underwriter of an underwritten offering shall reasonably and in good faith agree in writing to include in such offering. (b) If any amount Registrable Securities are not to be registered pursuant to this Section 4.1 because the number of Registrable Securities for which registration has been requested by the Company would adversely affect Holders pursuant to paragraph (a) above exceeds the amount of Common Stock which the principal -3- C/M: 11926.0033 421450.4 underwriter of an underwritten offering shall reasonably and in good faith agree in writing to include in such offering then offering, the Company may (subject Holders who have requested participation shall be entitled to the allocation priority set forth below) exclude from participate in such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and offering proportionately in accordance with the number of shares of Common Stock owned or obtainable by them upon exercise of rights (including conversion rights) with respect to other securities that are entitled to be included (including Preferred Stock) owned by them. (c) If the Corporation includes in the a registration and underwriting shall be allocated in the following manner: the under this Section 4.1 any securities to be sold offered by the Company shall be included in such registration and underwritingit, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the CompanyCorporation, except that IXC and all holders of other securities having registration rights granted by the Company Holders shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, registered and transfer taxes on shares being sold by IXC or such Holders. If the other holdersregistration under this Section 4.1 is exclusively a secondary offering, as defined in this Section 4.1, the case may be, and all fees and Holders shall bear their proportionate share of the expenses of counsel for IXC the registration and such holdersoffering (provided all shareholders registering shares thereunder bear their proportionate share of expenses), as except expenses which the case may be. Corporation would have incurred whether or not registration was attempted, including, without limitation, the expense of preparing normal audited or unaudited financial statements or summaries consistent with this Agreement or applicable Commission filings. (d) Without in any way limiting the types of registrations to which this Section 2.1 4.1 shall apply, in the event that the Company Corporation shall effect a "shelf registration" ", under Rule 415 of promulgated under the Securities Act Act, or any other similar rule or regulationregulation ("Rule 415"), the Company Corporation shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC the Holders to include its their shares in such registration in accordance with all of the terms of this Section 2.14.1.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)hereof, the Company shall determine seek to register any shares of Common Stock its capital stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock capital stock under the Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders of the Company (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), the Company will promptly give written notice thereof to IXCeach Investor (the "Holders," subject to Section 4.8) holding Registrable Securities as hereinafter defined in Section 4.4 below. In connection with any such registration, if If within 30 days after their receipt of such notice IXC requests one or more Holders request the inclusion of some or all of the Registrable Securities owned by them in such registration, the CompanyCompany will, subject to Section 2.7 hereofthe limitations and conditions contained herein, will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which such Registrable Securities; provided, that such Holders may request in a writing delivered to the Company within 30 days after their receipt of the notice given by the Company. In the case of the registration is of shares of capital stock by the Company in connection with an any underwritten public offering; and provided, further, that, if the underwriter(s) determines in its sole discretion that marketing factors require a limitation on the number of Registrable Securities to be offered, the Company shall not be required to register Registrable Securities in excess of the amount, if any, of shares of the capital stock which the principal underwriter determines that the registration of securities such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered by for the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all Company. If any limitation of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled Registrable Securities to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold registered by the Company shall be included in such registration and underwriting, and, subject Holders is required pursuant to this Section 2.7 hereof4.1, the number of additional shares that may be included in the registration and underwriting on behalf of the Holders shall be allocated among IXC and all the Holders or the holders of any other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities; provided, however, that participating Holders within any Investor Group shall have the first right to include shares in place of non-participating Investors within such Investor Group before shares are allocated to participating Investors within any other Investor Group. In connection with any underwritten public offering, the Registrable Securities of Holders included in any such offering as provided in this Section 4.1 must be sold to the underwriter on the same terms and such other securities. All expenses of the registration and offering shall be borne conditions as those securities being sold by the Company. The provisions of this Section will not apply to a registration effected solely to implement (i) an employee benefit plan, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations (ii) a transaction to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act 145 or any other similar rule of the Securities and Exchange Commission (the "SEC" or regulationthe "Commission") under the Securities Act is applicable. Notwithstanding anything herein to the contrary, (i) no Holder shall be entitled to register and sell any securities of the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, pursuant to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.14.1 prior to a Qualified Public Offering and (ii) the Company may in its sole discretion prior to its effectiveness withdraw any registration statement under this Section 4.1.

Optional Registrations. If at any time If, on or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of Lockup Period but prior to the Securities Act)Registration Rights Expiration Point, the Company shall determine proposes to register any shares of Common Stock or its securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act other than (whether a) under employee compensation or benefit programs, (b) an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company, and (c) any registration conducted solely in connection with a public offering of securities proposed acquisition by the Company (a "primary offering"), a public offering of securities by shareholders (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 its Subsidiaries, and the Commission under registration form to be used may be used for the Securities Act is applicable)registration of Registrable Securities, the Company will promptly give prompt written notice thereof to IXC. In connection all holders of Registrable Securities of its intention to effect such a registration and will include in such registration all Registrable Securities with any such registration, if respect to which the Company has received written requests for inclusion therein within 30 twenty (20) days after the receipt of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; provided, that such registration is in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered by the Company would adversely affect such offering then the Company may 's notice (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described hereina "Piggyback Registration"). The Company shall advise IXC promptly after such determination by use its best efforts to cause the underwriter, and managing underwriters of a proposed underwritten offering to permit the number of shares of securities that are entitled Registrable Securities requested to be included in the registration and underwriting shall be allocated in the following manner: the securities statement (or registration statements) for such offering to be sold by included therein on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the Company gives notice of such a proposed registration, the total number of Registrable Securities which shall be included in such registration shall be reduced pro rata to such number, if any, as in the reasonable opinion of the managing underwriters of such offering would not adversely affect the marketability or offering price of all of the securities proposed to be offered by the Company in such offering; provided, however, that (i) if such Piggyback Registration is incident to a primary registration on behalf of the Company, and underwriting, and, subject to Section 2.7 the extent not prohibited by any registration rights agreements existing as of the date hereof, the number of additional shares that may securities to be included in the registration statement (or registration statements) for any person other than the Holders or the holders of Series F Preferred Shares and underwriting the Company shall be allocated among IXC first reduced prior to any such pro rata reduction, and all (ii) if such Piggyback Registration is incident to a secondary registration on behalf of holders of other securities having registration rights granted by of the Company requesting that such other Company, the securities to be included in such the registration statement (or registration statements) for any person not exercising "demand" registration rights other than the Holders and underwriting in proportion, as nearly as practicablethe holders of the Series F Preferred Shares shall, to their respective holdings of Registrable Securities and such other securities. All expenses the extent not prohibited by any registration rights agreements existing as of the registration and offering shall date hereof, be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable first reduced prior to their Registrable Securities or any such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1pro rata reduction.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)Closing ---------------------- Date, the Company shall determine to register any shares of Common Stock its securities (for itself or for any other securities convertible into or exchangeable or exercisable for shares holder of the Common Stock Company) under the Securities Act or any successor legislation (whether other than a registration relating to stock option plans, employee benefit plans or a Rule 145 transaction), and in connection with a public offering of securities by therewith the Company (a "primary offering"), a public offering of securities by shareholders (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)may lawfully register its Common Stock, the Company will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt the then holders (the "Holders") of such notice IXC requests the inclusion of some all issued or all of the issuable Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, (as hereinafter defined) and will use its reasonable best efforts to include in such registration and to effect the registration under the Securities Act of all Registrable Securities which such Registrable SecuritiesHolders may request in writing delivered to the Company within 15 days after receipt by such Holder of the notice given by the Company; provided, however, if the managing underwriter for the Company advises the Company in writing that including all or part of the Registrable Shares in such registration is offering will adversely affect the marketing of the proposed offering, then, in connection with an any such underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered offering by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from of any of its securities, such registration and underwriting some or all of Registrable Securities shall be limited to not less than 10% of the total number of shares to be sold in the case of an initial public offering of the Company's securities, and 20% of the total number of shares to be sold in the case of a subsequent offering; further provided, however, that such limited number of shares of Common Stock in such offering, which shares shall be taken from those owned (or obtainable upon the exercise of rights with respect to other securities) by a group of holders requesting registration consisting of the Holders and other holders having similar registration rights to those of the Holders, and such limitation shall be imposed upon the Holders and such other holders pro rata on the basis of the total number of (i) shares of Registrable Securities which would otherwise owned by the requesting Holders and (ii) shares of Common Stock owned, or obtainable by them upon the exercise of rights with respect to other securities, by such other requesting holders. In the event of such a limitation, shares of persons not having similar registration rights will not be underwritten pursuant to the notice described hereinincluded in such registration. The Company shall advise IXC promptly after such determination by have the underwriter, and right to select the number of shares of securities that are entitled managing underwriter or underwriters for any underwritten offering made pursuant to be included in the a registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which under this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.16.3 hereof.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)hereof, the Company shall determine seek to register any shares of Common Stock its capital stock or securities convertible into or exercisable or exchangeable or exercisable for shares of the Common Stock capital stock under the Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders of the Company (a "secondary offering"), or both), but not the Company will promptly give written notice thereof to each Investor (the "Holders," subject to Section 7.7 below) holding Registrable Securities as hereinafter defined in Section 7.3 below. If within 30 days after their receipt of such notice one or more Holders request in a writing delivered to the Company the inclusion of some or all of the Registrable Securities owned by them in such registration, the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities requested to be so included. In the case of the registration of shares of capital stock by the Company in connection with any underwritten public offering, if the underwriter(s) determines that marketing factors require a limitation on the number of Registrable Securities to be offered, the Company shall not be required to register Registrable Securities of the Holders in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered for the Company; provided, however, that the number of shares of Registrable Securities of the Holders included in any such offering subsequent to the Company's first Qualified Public Offering shall in no event be less than twenty percent (20%) of the aggregate number of shares of capital stock to be registered, unless the aggregate number of shares of Registrable Securities the Holders requested in writing to be included in such offering is less than twenty percent (20%) of the aggregate number of shares of capital stock to be registered. If any limitation of the number of shares of Registrable Securities to be registered by the Holders is required pursuant to this Section 7.1, the number of Registrable Securities that may be included in the registration on behalf of the Holders shall be allocated among the Holders or the holders of any other registration rights in proportion, as nearly as practicable, to the respective holdings of Registrable Securities of all Holders requesting registration. The provisions of this Section 7.1 will not apply to a registration effected solely to implement (i) an employee benefit plan Employee Benefit Plan, or (ii) a transaction to which Rule 145 or any other similar rule of the Securities and Exchange Commission (the "SEC" or the "Commission") under the Securities Act is applicable), the Company will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; provided, that such registration is in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(kand on each occasion that) of the Securities Act), the Company shall determine ---------------------- proposes to register any of its shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act of 1933 (whether in connection with a public offering of securities by the Company "Securities Act") (a "primary offering"), a public offering of securities by shareholders (a "secondary offering"), or both, but not in connection with other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Security and Exchange Commission under the Securities Act ("SEC") is applicable), and if, in connection therewith the Company may lawfully register the Common Stock of the Investor, the Company will promptly give written notice thereof to IXC. In connection with any the Investor or Investors who are recorded on the Company's stock transfer records as holding outstanding Registrable Securities (as hereinafter defined) (the "Holders") of such proposal not later than forty-five (45) days prior to the anticipated filing date of such registration, if within 30 days after receipt of such notice IXC requests the inclusion of some or all of the Registrable Securities and will include in such registration, the Company, subject to Section 2.7 hereof, will use its reasonable best efforts to registration and effect the registration under the Securities Act of all Registrable Securities that such Registrable SecuritiesHolders may request in writing by notice delivered to the Company within twenty (20) days after receipt by such Holder of the notice given by the Company; provided, -------- however, that such registration is in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered such offering by the Company would adversely affect of any of its ------- securities, no such offering then registration of Registrable Securities shall be required if the managing underwriter, if any, for the Company may (subject to advises the allocation priority set forth below) exclude from such registration and underwriting some Company in writing that including all or all part of the Registrable Securities which would otherwise be underwritten in such offering will materially and adversely affect the proposed offering and jeopardize the Company's ability to sell its securities pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by registration statement due to the underwriter, and the absolute number of shares Registrable Securities being included in such offering. If such managing underwriter advises the Company that, in its opinion, part of securities that are entitled to the Registrable Securities may be included in such offering without materially and adversely affecting the registration and underwriting shall be allocated in the following manner: the securities to be sold by proposed offering, then the Company shall be included obligated to include such limited number of Registrable Securities in such registration and underwritingoffering, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting which Registrable Securities shall be allocated among IXC taken from those owned and all held by a group consisting of the Holders and other holders of other securities Common Stock having registration rights granted by that are pari passu with those of the Company requesting that Holders, and such limitation shall be imposed upon the Holders and such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings holders pro rata on the basis of the total number of Registrable Securities owned by the Holders and such other securitiesholders or obtainable by them upon the exercise of rights with respect to other securities owned by them. All expenses of the such registration and offering (including the Company's attorneys' fees) shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company Holders shall bear underwriting commissions and selling discounts and commissions attributable to their Registrable Securities or such other securities, as being registered and the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel separate counsel, if any, for IXC and such holdersHolders. The Investor shall be entitled to an unlimited number of registrations under Section 1 of this Agreement. If the Company elects to terminate any registration filed under this Section 1, as the case may beCompany will have no obligation to register the securities sought to be included by Investor in such registration. Without Additionally, each Investor included in any way limiting the types of registrations underwritten registration shall be entitled at any time to which this Section 2.1 shall apply, withdraw such Registrable Securities from such registration prior to its effective date in the event that the Company such Investor shall effect a "shelf registration" under Rule 415 disapprove of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1the related underwriting agreement.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)hereof, the Company shall determine to register any shares of its Common Stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders 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 Securities and Exchange Commission (the "Commission" ) under the Securities Act is applicable), the Company will promptly give written notice thereof to IXCthe holders of Registrable Securities (as hereinafter defined in paragraph 6.4 below) then outstanding (the "Holders"). In connection with any such registration, if within 30 days after their receipt of such notice IXC any Holder of the Registrable Securities requests the inclusion of some or all of the Registrable Securities owned by it in such registration, the CompanyCompany will notify all of the Holders of its receipt of such request, subject to Section 2.7 hereof, and will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which such Registrable SecuritiesHolders may request in a writing delivered to the Company within 30 days after the notice given by the Company with respect to its receipt of such request; provided, however, that such in the case of the registration is of shares of the Common Stock by the Company in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that a limitation on the registration number of securities in excess of any amount shares to be underwritten is required, and (i) if such registration is the first registered by offering of the Company would adversely affect such offering then Company's securities to the Company public, the underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and (ii) if such registration is other than the first registered offering of the sale of the Company's securities to the public, the underwriter may (subject to the allocation priority set forth below) limit the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)hereof, the Company shall determine to register any shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act its capital stock (whether in connection with a public offering of securities by the Company (a "primary offering"), a public secondary offering of securities by shareholders or any combination thereof) under the Securities Act (a "secondary offering"), or both, but not other than in connection with a registration effected solely to implement an employee, benefit plan or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 is applicable), the Company will promptly give written notice thereof to the holders of Registrable Securities (as hereinafter defined in Section 4 below) then outstanding (including holders of the Debentures and the Convertible Preferred Stock and hereinafter referred to as the "Holders"). In connection with any such registration, if within 30 days after their receipt of such notice, the Company receives a written request from the Holders of the Registrable Securities for the inclusion of some or all of the Registrable Securities owned by them in such registration (such request to state the number of Registrable Securities intended to be disposed of by such Holders), the Registrant (as defined below) will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which such Holders requested to be registered. In connection with any offering under this Section 1 involving an underwriting, the Company shall not be required to include any Registrable Securities in such underwriting in such quantity as will, in the reasonable written opinion of the underwriters, jeopardize the success of the offering by the Company or materially adversely affect the price receivable by the Company in such offering. In such instance, the Company shall be required to include in the underwriting only that number of Registrable Securities which the managing underwriter believes in good faith may be sold without causing such adverse effect; PROVIDED, HOWEVER, that; (i) other than with respect to an initial public offering by the Company, all Holders who have requested registration shall first be entitled to participate in the underwriting PRO RATA based upon their total ownership of Registrable Securities before any other holders of the Company's capital stock shall be entitled to participate in such underwriting; and (ii) with respect to an initial public offering by the Company and notwithstanding anything herein to the contrary, the number of secondary shares available for registration in such offering shall, in the event of an underwriter cutback, be allocated among the Holders and the Founders on a PRO RATA basis based upon the number of shares of Registrable Securities and Common Stock held by such persons and entities. Except as set forth in the proceeding sentence, no other securities requested to be included in a registration for the account of anyone other than the Holders shall be included in a registration to which Section I applies unless all Registrable Securities requested to be included in such registration in accordance with this Section 1 are so included. All expenses of the registration and offering (including the reasonable fees and expenses of not more than one independent counsel for the Holders in an amount of up to $10,000) shall be borne by the Registrant, except that the Holders shall bear underwriting and selling commissions attributable to their Registrable Securities being registered and transfer taxes on shares being sold by such Holders. Without in any way limiting the types of registrations to which this Section I shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 promulgated under the Securities Act, or any other similar rule or regulation ("Rule 415") (other than a shelf 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), the Company will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; provided, that such registration is in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC the Holders to include its their shares in such registration in accordance with the terms of this Section 2.11.

Optional Registrations. If (a) If, at any time or times from time to time after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) Investor has closed an initial public offering of the Securities Act)Investor Common Stock, the Company shall determine Investor decides to register any shares of the Investor Common Stock or securities convertible into or exchangeable or exercisable for shares of the Investor Common Stock under the Securities Act (whether in connection with on a public form suitable for an offering of securities by the Company (a "primary offering")for cash, a public offering of securities by shareholders (a "secondary offering"), or both, but not in connection with other than a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Securities and Exchange Commission under (the Securities Act "Commission") is applicable), the Company Investor will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, and the Investor will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; provided, Securities (as defined in Section 10.2) that the Company requests be included in such registration is in connection with by a written notice delivered to the Investor within fifteen (15) days after the notice given by the Investor. (b) If the registration involves an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities Investor will not be required to register Registrable Securities in excess of any the amount to that the principal underwriter reasonably and in good faith recommends may be registered by the Company would adversely affect included in such offering then the Company may (subject to the allocation priority set forth below) exclude from a "Cutback"). If such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwritera Cutback occurs, and the number of shares of securities that are entitled to be included in the registration and underwriting shall first be allocated to the Investor for securities being sold for its own account, shall next be allocated to holders with registration rights existing prior to the date of this Agreement, and thereafter shall be allocated among the other holders requesting inclusion in the following manner: registration (including the securities Company) pro rata on the basis of the number of shares each requesting holder requests be included bears to be sold by the Company shall total number of shares of all requesting holders (other than the Investor) that have been requested to be included in such registration. (c) If the Investor elects to terminate any registration and underwriting, and, subject to Section 2.7 hereoffiled under this Section, the number of additional shares that may Investor will have no obligation to register the securities sought to be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that in such other securities be included in registration. In connection with a registration made by the Investor pursuant to this Section, all expenses of the Investor for such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities offering and such other securities. All the reasonable fees and expenses of independent counsel for the registration and offering shall Company will be borne by the Company, Investor (except that IXC and all holders of other securities having registration rights granted by the Company shall will bear underwriting and selling discounts and commissions attributable to their its Registrable Securities or such other securities, as the case may be, being registered, registered and transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1it).

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act), the Company shall determine seek to register any shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of the its Common Stock under the Securities Act for sale to the public (whether in connection except with a public offering respect to registration statements on Form X-0, X-0 or other similar form not available for registering the Registrable Securities for general sale to the public) for its own account or for the account of securities by the Company (a "primary offering"), a public offering of securities by shareholders (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)Person, including, without limitation, any registration pursuant to Section 2.2, the Company will promptly give written notice thereof to IXCall holders of Registrable Securities (the "Holders"). In connection with any such registration, if If within 30 twenty (20) days after their receipt of such notice IXC requests one or more Holders request the inclusion of some or all of the Registrable Securities owned by them in such registration, the Company, subject to Section 2.7 hereof, Company will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; provided, that such . In the case of the registration is of shares of capital stock by the Company in connection with an any underwritten public offering; and provided, further, that, if the underwriter underwriter(s) determines that marketing factors require a limitation on the registration number of securities Registrable Securities to be offered, subject to the following sentence, the Company shall not be required to register Registrable Securities of the Holders in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in addition to any amount to be registered by for the account of the Company would adversely affect and/or such offering then other Person on whose account the Company may (subject had initially sought to register the allocation priority set forth below) exclude from such registration and underwriting some or all shares. If any limitation of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled Registrable Securities to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold registered by the Company shall be included in such registration and underwriting, and, subject Holders is required pursuant to this Section 2.7 hereof2.1, the number of additional shares that may to be included excluded shall be determined in the registration following order and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by on the Company requesting that such other securities be included in such registration and underwriting in proportionfollowing basis: first, as nearly as practicable, to their on a pro rata basis based upon the respective holdings of Registrable Securities and by such other securities. All expenses Holders who are neither Founders nor Investors; second, on a pro rata basis based upon the respective holdings of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or by such other securitiesHolders who are Founders; and third, as on a pro rata basis based upon the case may berespective holdings of Registrable Securities by such Holders who are Investors, being registeredprovided, transfer taxes on shares being sold by IXC or however, that in no event shall the other holders, as above cutback provision reduce the case may be, and all fees and expenses number of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Registrable Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares included in such registration to a number that is less than 25% of the total number of shares of capital stock to be included in accordance such underwritten public offering, including any amount to be registered for the account of the Company and any Person on whose account the Company had initially sought to register the shares, except with respect to the terms Company's initial public offering of this Section 2.1its Common Stock, in which case the number of shares of Registrable Securities to be included may be reduced to zero (0).

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)hereof, ---------------------- the Company shall determine seek to register any shares of Common Stock its capital stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock capital stock under the Securities Act to be sold for cash (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders of the Company (a "secondary offering"), or both), but not the Company will promptly give written notice thereof to each Participant (the Participants are referred to in this Section 6 as the "Piggy Back Holders") holding Registrable Securities as hereinafter defined in Section 6.3 below. If within 30 days after their receipt of such notice one or more Piggy Back Holders request the inclusion of some or all of the Registrable Securities owned by them in such registration, the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which such Piggy Back Holders may request in a writing delivered to the Company within 30 days after their receipt of the notice given by the Company. In the case of the registration of shares of capital stock by the Company in connection with any underwritten public offering (or in connection with a registration of shares pursuant to Section 6.2(a)), if the Company is advised in writing in good faith by the underwriter(s) that the amount to be sold by holders other than the Company (or by holders requesting registration pursuant to Section 6.2(a)) is greater than the amount which can be offered without adversely affecting the offering, the Company shall not be required to register Registrable Securities of the Piggy Back Holders in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered for the Company, or any amount to be registered for an investor with respect to which a demand has been made pursuant to 6.2(a). If any limitation of the number of shares of Registrable Securities to be registered by the Piggy Back Holders is required pursuant to this Section 6.1, the Company may reduce the amount offered for the accounts of such holders (including Piggy Back Holders of Registrable Securities) pursuant to a contractual, incidental "piggy back" right to include such securities in a registration statement to a number deemed satisfactory by the principal underwriter provided that no reduction shall be made in the amount of Registrable Securities offered for the accounts of the Piggy Back Holders of Registrable Securities unless such reduction is imposed pro rata with respect to all securities whose holders have a contractual, incidental "piggy back" right to include such securities in the registration statement as to which inclusion has been requested pursuant to such right; provided, however, that there is first excluded from such registration statement -------- ------- all shares of Common Stock sought to be included therein by any holder not having any such contractual, incidental registration rights. The provisions of this Section will not apply to a registration effected solely to implement (x) an employee benefit plan plan, or (y) a transaction to which Rule 145 or any other similar rule of the Securities and Exchange Commission (the "SEC"or the "Commission") under the Securities Act is applicable), the Company will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; provided, that such registration is in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)hereof, the Company Corporation shall determine to register any shares of its Common Stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act (whether in connection with a public offering of securities by the Company Corporation (a "primary offering"), a public offering of securities thereof by shareholders (a "secondary offering"), or both, but not in connection with the Corporation's initial primary offering or a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule or regulation of the Commission under the Securities Act is applicable), it agrees to do the Company will following: (a) The Corporation shall promptly give written notice thereof of registration under this Section 3.1 to IXC. In connection with any such registration, if within 30 days after receipt of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, Holders and will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities for which the Holders may request registration in a writing delivered to the Corporation within thirty (30) days after receipt of such Registrable Securitiesnotice from the Corporation; providedPROVIDED, HOWEVER, that such in the case of the registration is of Common Stock by the Corporation in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that Corporation shall not be required to register Registrable Securities of the registration of securities Holders in excess of the amount, if any, of Common Stock which the principal underwriter of an underwritten offering shall reasonably and in good faith agree in writing to include in such offering. (b) If any amount Registrable Securities are not to be registered pursuant to this Section 3.1 because the number of Registrable Securities for which registration has been requested by the Company would adversely affect such offering then Holders pursuant to paragraph (a) above exceeds the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all amount of the Registrable Securities which would otherwise the principal underwriter of an underwritten offering shall reasonably and in good faith agree in writing to include in such offering, the Holders who have requested participation shall be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included participate in such registration and underwritingoffering in accordance with Section 10 of the Second Amended and Restated Registration Rights Agreement dated as of June 16, and, subject to Section 2.7 hereof, 1998 between the number of additional shares that may be included in the registration Corporation and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. certain shareholders. (c) All expenses of the registration and offering and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the CompanyCorporation, except that IXC and all holders of other securities having registration rights granted by the Company Holders shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, registered and transfer taxes on shares Registrable Securities being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Holders. (d) Without in any way limiting the types of registrations to which this Section 2.1 3.1 shall apply, in the event that the Company Corporation shall effect a "shelf registration" under Rule 415 of promulgated under the Securities Act or any other similar rule or regulationregulation ("Rule 415"), the Company Corporation shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC the Holders to include its their shares in such registration in accordance with all of the terms of this Section 2.13.1.

Optional Registrations. (i) If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act), the Company shall determine Borrower decides to register any shares of its Common Stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act (whether in connection with on a public form which is suitable for an offering for cash of securities shares of the Borrower held by the Company (a "primary offering"), a public offering of securities by shareholders (a "secondary offering"), or both, but third parties and which is not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 145, S-8 or any other similar rule of the Securities and Exchange Commission under (the Securities Act "Commission") is applicable), the Company Borrower will promptly give written notice thereof to IXC. In connection with any such registrationthe Holder, if within 30 days after receipt of such notice IXC requests and the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, Borrower will use its all reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; provided, Securities that the Holder requests be included in such registration by a written notice delivered to the Borrower within fifteen (15) days after the notice given by the Borrower. The Holder agrees that any securities it requests to be included in a Company registration pursuant to this Section 8(a) shall be included by the Borrower on the same form of registration statement as has been selected by the Borrower for the securities the Borrower is in connection with registering for sale for its own account. (ii) If the registration involves an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities Borrower will not be required to register Registrable Securities in excess of any the amount to that the principal underwriter reasonably and in good faith recommends may be registered by the Company would adversely affect included in such offering then the Company may (subject a "Cutback"), which recommendation, and supporting reasoning, shall be delivered in writing to the allocation priority set forth below) exclude from Holder. If such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwritera Cutback occurs, and the number of shares of securities that are entitled to be included in the registration and underwriting shall first be allocated to the Borrower for securities being sold for its own account and thereafter shall be allocated to the Holder requesting inclusion in the following manner: registration. (iii) If the Borrower elects to terminate any registration filed under this Section 8(a), the Borrower will have no obligation to register the securities sought to be included by the Holder in such registration. If the Borrower includes in such registration any securities to be sold offered by the Company shall be included in such registration and underwritingit, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall and the reasonable fees and expenses of not more than one independent counsel for the Holder will be borne by the CompanyBorrower, except that IXC and all holders of other securities having registration rights granted by the Company shall Holder will bear underwriting and selling discounts and commissions attributable to their its Registrable Securities or such other securities, as the case may be, being registered, registered and transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1it.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)Closing ---------------------- Date, the Company shall determine to register any shares of Common Stock its securities (for itself or for any other securities convertible into or exchangeable or exercisable for shares holder of the Common Stock Company) under the Securities Act or any successor legislation (whether other than a registration relating to stock option plans, employee benefit plans or a Rule 145 transaction), and in connection with a public offering of securities by therewith the Company (a "primary offering"), a public offering of securities by shareholders (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)may lawfully register its Common Stock, the Company will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt the then holders (the "Holders") of such notice IXC requests the inclusion of some all issued or all of the issuable Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, (as hereinafter defined) and will use its reasonable best efforts to include in such registration and to effect the registration under the Securities Act of all Registrable Securities which such Registrable SecuritiesHolders may request in writing delivered to the Company within 15 days after receipt by such Holder of the notice given by the Company; provided, however, if the managing underwriter for the Company advises the Company in writing that including all or part of the Registrable Shares in such registration is offering will adversely affect the marketing of the proposed offering, then, in connection with an any such underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered offering by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from of any of its securities, such registration and underwriting some or all of Registrable Securities shall be limited to not less than 10% of the total number of shares to be sold in the case of an initial public offering of the Company's securities, and 20% of the total number of shares to be sold in the case of a subsequent offering; further provided, however, that such limited number of shares of Common Stock in such offering, which shares shall be taken from those owned (or obtainable upon the exercise of rights with respect to other securities) by a group of holders requesting registration consisting of the Holders and other holders having similar registration rights to those of the Holders, and such limitation shall be imposed upon the Holders and such other holders pro rata on the basis of the total number of (i) shares of Registrable Securities which would otherwise owned by the requesting Holders and (ii) shares of Common Stock owned, or obtainable by them upon the exercise of rights with respect to other securities, by such other requesting holders. In the event of such a limitation, shares of persons not having similar registration rights will not be underwritten pursuant to the notice described hereinincluded in such registration. The Company shall advise IXC promptly after such determination by have the underwriter, and right to select the number of shares of securities that are entitled managing underwriter or underwriters for any underwritten offering made pursuant to be included in the a registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which under this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.18.3 hereof.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act), the Company ---------------------- shall determine to register any shares of Common Stock its securities (for itself or for any other securities convertible into or exchangeable or exercisable for shares holder of the Common Stock Company) under the Securities Act or any successor legislation (whether other than a registration relating to stock option plans, employee benefit plans or a Rule 145 transaction), and in connection with a public offering of securities by therewith the Company (a "primary offering"), a public offering of securities by shareholders (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)may lawfully register its Common Stock, the Company will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt the then holders (the "Holders") of such notice IXC requests the inclusion of some all issued or all of the issuable Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, (as hereinafter defined) and will use its reasonable best efforts to include in such registration and to effect the registration under the Securities Act of all Registrable Securities which such Registrable SecuritiesHolders may request in writing delivered to the Company within 15 days after receipt by such Holder of the notice given by the Company; provided, however, if the managing underwriter for the Company advises the Company in writing that including all or part of the Registrable Shares in such registration is offering will adversely affect the marketing of the proposed offering, then, in connection with an any such underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered offering by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from of any of its securities, such registration and underwriting some or all of Registrable Securities shall be limited to not less than 10% of the total number of shares to be sold in the case of an initial public offering of the Company's securities, and 20% of the total number of shares to be sold in the case of a subsequent offering; further provided, however, that such limited number of shares of Common Stock in such offering, which shares shall be taken from those owned (or obtainable upon the exercise of rights with respect to other securities) by a group of holders requesting registration consisting of the Holders and other holders having similar registration rights to those of the Holders, and such limitation shall be imposed upon the Holders and such other holders pro rata on the basis of the total number of (i) shares of Registrable Securities which would otherwise owned by the requesting Holders and (ii) shares of Common Stock owned, or obtainable by them upon the exercise of rights with respect to other securities, by such other requesting holders. In the event of such a limitation, shares of persons not having similar registration rights will not be underwritten pursuant to the notice described hereinincluded in such registration. The Company shall advise IXC promptly after such determination by have the underwriter, and right to select the number of shares of securities that are entitled managing underwriter or underwriters for any underwritten offering made pursuant to be included in the a registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which under this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.12 hereof.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)Closing ---------------------- Date, the Company shall determine to register any shares of Common Stock its securities (for itself or for any other securities convertible into or exchangeable or exercisable for shares holder of the Common Stock Company) under the Securities Act or any successor legislation (whether other than a registration relating to stock option plans, employee benefit plans or a Rule 145 transaction), and in connection with a public offering of securities by therewith the Company (a "primary offering"), a public offering of securities by shareholders (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)may lawfully register its Common Stock, the Company will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt the then holders (the "Holders") of such notice IXC requests the inclusion of some all issued or all of the issuable Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, securities (as hereinafter defined) and will use its reasonable best efforts to include in such registration and to effect the registration under the Securities Act of all Registrable Securities which such Registrable SecuritiesHolders may request in writing delivered to the Company within 15 days after receipt by such Holder of the notice given by the Company; provided, however, if the managing underwriter for the Company advises the Company in writing that including all or part of the Registrable Shares in such registration is offering will adversely affect the marketing of the proposed offering, then, in connection with an any such underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered offering by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from of any of its securities, such registration and underwriting some or all of Registrable Securities shall be limited to not less than 10% of the total number of shares to be sold in the case of an initial public offering of the Company's securities, and 20% of the total number of shares to be sold in the case of a subsequent offering; further provided, however, that such limited number of shares of Common Stock in such offering, which shares shall be taken from those owned (or obtainable upon the exercise of rights with respect to other securities) by a group of holders requesting registration consisting of the Holders and other holders having similar registration rights to those of the Holders, and such limitation shall be imposed upon the Holders and such other holders pro rata on the basis of the total number of (i) shares of Registrable Securities which would otherwise owned by the requesting Holders and (ii) shares of Common Stock owned, or obtainable by them upon the exercise of rights with respect to other securities, by such other requesting holders. In the event of such a limitation, shares of persons not having similar registration rights will not be underwritten pursuant to the notice described hereinincluded in such registration. The Company shall advise IXC promptly after such determination by have the underwriter, and right to select the number of shares of securities that are entitled managing underwriter or underwriters for any underwritten offering made pursuant to be included in the a registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which under this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.18.3 hereof.

Optional Registrations. (a) If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act), the Company shall determine decides to register any shares of its Common Stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act (whether in connection with on a public form suitable for an offering of securities by the Company (a "primary offering")for cash, a public offering of securities by shareholders (a "secondary offering"), or both, but not in connection with other than 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), the Company will promptly give written notice thereof to IXC. In connection with any such registrationthe Investor, if within 30 days after receipt of such notice IXC requests and the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, Company will use its all reasonable best efforts to effect the registration under the Securities Act of all the Registrable Securities (as defined in SECTION 4.3) if the Investor requests such Registrable Securities; provided, that securities be included in such registration is in connection with by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. The Investor shall have the right to one optional registration pursuant to this SECTION 4.1. (b) If the registration involves an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities Company will not be required to register Registrable Securities in excess of any the amount to that the principal underwriter reasonably and in good faith recommends may be registered by the Company would adversely affect included in such offering then the Company may (subject to the allocation priority set forth below) exclude from a "Cutback"). If such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwritera ------- Cutback occurs, and the number of shares of securities that are entitled to be included in the registration and underwriting shall first be allocated to the Company for securities being sold for its own account and thereafter shall be allocated among the holders requesting inclusion in the following manner: registration pro rata on the securities basis of the number of shares each requesting holder requests be included bears to be sold by the Company shall total number of shares of all requesting holders (other than the Company) that have been requested to be included in such registration. (c) If the Company elects to terminate any registration and underwriting, and, subject to Section 2.7 hereoffiled under this SECTION 4.1, the number of additional shares that may Company will have no obligation to register the securities sought to be included by the Investor or others in the such registration. In connection with a registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted made by the Company requesting that such other securities be included in pursuant to this SECTION 4.1, all expenses of the Company for such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall will be borne by the Company, Company (except that IXC and all holders of other securities having registration rights granted by the Company shall Investor will bear its underwriting and selling discounts and commissions attributable to their its Registrable Securities or such other securities, as the case may be, being registered, registered and transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1it).

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) commencement of the Securities Act)Exercise Period and prior to the seventh anniversary of the Issue Date, the Company shall determine to register any shares of its Common Stock (or securities convertible into or exchangeable or exercisable for shares of the Common Stock or any class of common stock into which the Common Stock has theretofore been converted or for which the Common Stock has been exchanged) under the Securities Act of 1933, as amended (the "Act") (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders security holders (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 Securities and Exchange Commission (the "Commission") under the Securities Act is applicableapplicable or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the Registrable Securities (including Form S-4 or any form substituted therefor), the Company will promptly give written notice thereof to IXCthe holders of Registrable Securities (as defined in Subsection 7(c) below) then outstanding (the "Holders"). In connection with any such registration, if within 30 days after receipt of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which such Registrable SecuritiesHolders may request in a writing delivered to the Company within 15 days after the notice given by the Company pursuant to Section 10 hereof; provided, however, that such in the case of the registration is of shares of Common Stock by the Company in connection with an underwritten public offering; and provided, further, that, if the managing underwriter determines that a limitation on the registration number of securities in excess of any amount shares to be registered by underwritten is required, the Company would adversely affect such offering then the Company managing underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC all Holders of Registrable Securities promptly after such determination by the managing underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1.,

Optional Registrations. (i) If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act), the Company shall determine decides to register any shares of its Common Stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act (whether in connection with on a public form which is suitable for an offering for cash of securities by shares of the Company (a "primary offering"), a public offering of securities held by shareholders (a "secondary offering"), or both, but third parties and which is not in connection with a registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or 145, X-0 xx any other similar rule of the Securities and Exchange Commission under (the Securities Act "Commission") is applicable), the Company will promptly give written notice thereof to IXC. In connection with any such registrationthe Holder, if within 30 days after receipt of such notice IXC requests and the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, Company will use its all reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; provided, Underlying Shares that the Holder requests be included in such registration by a written notice delivered to the Company within fifteen (15) days after the notice given by the Company. The Holder agrees that any securities it requests to be included in a the Company registration pursuant to this Section 14(a) shall be included by the Company on the same form of registration statement as has been selected by the Company for the securities the Company is in connection with registering for sale for its own account. (ii) If the registration involves an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities Company will not be required to register Underlying Shares in excess of any the amount to that the principal underwriter reasonably and in good faith recommends may be registered by the Company would adversely affect included in such offering then the Company may (subject a "Cutback"), which recommendation, and supporting reasoning, shall be delivered in writing to the allocation priority set forth below) exclude from Holder. If such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwritera Cutback occurs, and the number of shares of securities that are entitled to be included in the registration and underwriting shall first be allocated to the Company for securities being sold for its own account and thereafter shall be allocated to the Holder requesting inclusion in the following manner: registration. (iii) If the Company elects to terminate any registration filed under this Section 14(a), the Company will have no obligation to register the securities sought to be included by the Holder in such registration. If the Company includes in such registration any securities to be sold offered by the Company shall be included in such registration and underwritingit, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall and the reasonable fees and expenses of not more than one independent counsel for the Holder will be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall Holder will bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, its Underlying Shares being registered, registered and transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1it.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)hereof, the Company shall determine seek to register any shares of Common Stock its capital stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock capital stock under the Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders Founders of the Company (a "secondary offering"), or both, but not in connection with a public offering pursuant to any demand registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission rights under the Securities Act is applicableWarrant Registration Rights Agreement dated as of April 8, 1998 by and among the Company, the Permitted Holders named therein and the Initial Purchasers named therein (the "Warrant Registration Rights Agreement")), the Company will promptly give written notice thereof to IXCeach Investor holding Registrable Securities (as hereinafter defined in SECTION 3.4 below) then outstanding and to Jalkut. In connection with any such registration, if If within 30 days after their receipt of such notice IXC requests one or more Investors or Jalkut request the inclusion of some or all of the Registrable Securities held by them in such registration, the Company, subject to Section 2.7 hereof, Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which such Registrable Securities; provided, that such Investors or Jalkut may request in a writing delivered to the Company within 30 days after the notice given by the Company. In the case of the registration is of shares of capital stock by the Company in connection with an any underwritten public offering; and provided, further, that, if the underwriter underwriter(s) determines that marketing factors require a limitation on the registration number of securities Registrable Securities to be offered, the Company shall not be required to register Registrable Securities of the Investors or Jalkut in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered by for the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all Company. If any limitation of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled capital stock to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold registered by the Company shall be included in such registration and underwriting, and, subject Investors is required pursuant to Section 2.7 hereofthis SECTION 3.1, the number of additional shares that may be included in the registration and underwriting on behalf of the Investors shall be allocated among IXC and all the Investors or the holders of any other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and Securities, after first excluding from such other securities. All expenses registration statement all shares of the registration and offering shall Common Stock sought to be borne included therein by (i) any director, officer or employee of the Company, except including Jalkut, unless and until Jalkut has been involuntarily terminated as an officer of the Company pursuant to Sections 6(d) or 6(f) of the Employment Agreement, pro rata based on the number of shares of Registrable Securities requested by each such individual to be included in such registration, (ii) any holder thereof not having any such contractual incidental registration rights, and (iii) any holder, thereof having contractual incidental registration rights subordinate and junior to the rights of the Investors, provided, that IXC in connection with any registration that includes securities pursuant to the Warrant Registration Rights Agreement, the terms of the Warrant Registration Rights Agreement as in effect on the date hereof shall govern the inclusion (and all holders limitations on inclusion) of Registrable Securities and other securities having in such registration. In any event, if such underwritten public offering is not an initial public offering, then the Investors holding Registrable Securities (and Jalkut if he has been involuntarily terminated as an officer of the Company pursuant to Sections 6(d) or 6(f) of the Employment Agreement) shall be allowed to include in the aggregate not less than thirty-five percent (35%) of the shares subject to such registration statement, provided, that in connection with any registration that includes securities pursuant to the Warrant Registration Rights Agreement, the terms of the Warrant Registration Rights Agreement as in effect on the date hereof shall govern the inclusion (and limitations on inclusion) of Registrable Securities and other securities in such registration. The Company will not grant any rights relating to the piggy-back registration of its capital stock which are superior to or on a parity with the rights granted by to the Company shall bear underwriting Investors and selling discounts and commissions attributable Jalkut in this SECTION 3.1 other than pursuant to their Registrable Securities the Warrant Registration Rights Agreement. The provisions of this SECTION 3.1 will not apply to a registration effected solely to implement (i) an employee benefit plan, or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations (ii) a transaction to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act 145 or any other similar rule or regulation, of the Company shall take all necessary action, including, without limitation, Securities and Exchange Commission (the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with "SEC") under the terms of this Section 2.1Securities Act is applicable.

Optional Registrations. If at any time or times after the ----------- ---------------------- date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act), the Company shall determine seek to register any shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of the its Common Stock under the Securities Act for sale to the public (whether in connection except with a public offering of securities by respect to registration statements on Form X-0, X-0 or another form not available for registering the Company (a "primary offering"), a public offering of securities by shareholders (a "secondary offering"), or both, but not in connection with a registration effected solely Registrable Securities for sale 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 applicablepublic), the Company will promptly give written notice thereof to IXCall holders of Registrable Securities (the "Holders") and the Founder and, with respect only to the initial public offering of the Company, the Management Stockholder (collectively referred to herein as the "Other Holders"). In connection with any such registration, if If within 30 thirty (30) days after their receipt of such notice IXC requests one or more Holders or Other Holders request the inclusion of some or all of the Registrable Securities owned by them in such registration, the Company, subject to Section 2.7 hereof, Company will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; provided, that such . In the case of the registration is of shares of capital stock by the Company in connection with an any underwritten public offering; and provided, further, that, if the underwriter underwriter(s) determines that marketing factors require a limitation on the registration number of securities Registrable Securities to be offered, subject to the following sentence, the Company shall not be required to register Registrable Securities of the Holders or Other Holders in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in addition to any amount to be registered by for the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all account of the Registrable Securities which would otherwise be underwritten pursuant to the notice described hereinCompany. The Company shall advise IXC promptly after such determination by the underwriter, and If any limitation of the number of shares of securities that are entitled Registrable Securities to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold registered by the Company shall be included in such registration and underwriting, and, subject Holders or Other Holders is required pursuant to this Section 2.7 hereof4.1, the number of additional shares that may to be excluded shall be determined in the following sequence: (i) first, securities held by any Persons not having any contractual, incidental "piggyback" rights, (ii) second, securities held by any Persons (other than the Holders or Other Holders) having contractual, incidental "piggyback" rights pursuant to an agreement which is not this Agreement and (iii) third, Registrable Securities sought to be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, Holders or Other Holders under this Section 4.1 as nearly as practicable, to their determined on a pro rata basis (based upon the respective holdings of securities by such Holders or Other Holders); provided, however, that the Registrable Securities -------- ------- sought to be included by the Holders shall not be excluded hereunder unless and such other securities. All expenses until they have received net proceeds from the sale of Registrable Securities equal to or in excess of the registration aggregate purchase price paid by such Holders under the Series A Purchase Agreement and Series B Purchase Agreement, as applicable; provided, further, however, that (i) Registrable Securities held by the Founder -------- ------- ------- in the Company's initial public offering shall be borne reduced on an equal basis with Registrable Securities held by the Company, except that IXC Holders and all holders of other securities having registration rights granted (ii) the Management Stockholder shall be subject to any cutbacks determined by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or managing underwriter for such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1initial public offering.

Optional Registrations. If at any time or times after the date hereof until the earlier of (a) three years after the issuance of the relevant shares of Common Stock to TCG or any of its Affiliates pursuant to the JVA (so long as IXC shall own Registrable Securities which are the relevant Holder is not eligible an "affiliate" of the Company for sale by IXC purposes of Rule 144 under Rule 144(k) of the Securities Act)) and (b) September 19, 2003, the Company shall determine to register any shares of Common Stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders (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), the Company will promptly give written notice thereof to IXCthe Holders of Registrable Securities then outstanding. In connection with any such registration, if within 30 days after their receipt of such notice IXC requests any one or more of the Holders of Registrable Securities request the inclusion of some or all of the Registrable Securities owned by them in such registration, the CompanyCompany will notify all of the Holders of its receipt of such request, and, subject to Section 2.7 hereof, will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which such Registrable SecuritiesHolders may request in a writing delivered to the Company within 30 days after the notice given by the Company with respect to its receipt of such request; provided, that such registration is in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC all Holders of Registrable Securities promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC all Holders of Registrable Securities and all holders of other securities having registration rights granted by the Company requesting that Registrable Securities or such other securities securities, as the case may be, be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering and the reasonable fees and expenses of one independent counsel for the Holders and all holders of other securities having registration rights granted by the Company shall be borne by the Company, except that IXC the Holders and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, registered and transfer taxes on shares being sold by IXC such Holders or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC the Holders to include its their shares in such registration in accordance with the terms of this Section 2.1.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)hereof, the Company shall determine seek to register any shares of Common Stock its capital stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock capital stock under the Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders stockholders of the Company (a "secondary offering"), or both), but not the Company will promptly give written notice thereof to each Investor (including any permitted transferee thereof) (the "Holders," subject to Section 6.7) holding Registrable Securities as hereinafter defined in Section 6.3 below. If within 20 days after their receipt of such notice one or more Holders request the inclusion of some or all of the Registrable Securities owned by them in such registration, the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which such Holders may request in a writing delivered to the Company within 20 days after their receipt of the notice given by the Company. In the case of the registration of shares of capital stock by the Company in connection with any underwritten public offering, if the underwriter(s) determines that marketing factors require a limitation on the number of Registrable Securities to be offered, the Company shall not be required to register Registrable Securities of the Holders in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered for the Company; provided, however, that the number of shares of Registrable Securities of the Holders included in any such offering subsequent to the Company's first Qualified Public Offering shall in no event be less than thirty percent (30%) of the aggregate number of shares of capital stock to be registered, unless the aggregate number of shares of Registrable Securities the Holders requested in writing to be in such offering is less than thirty percent (30%) of the aggregate number of shares of capital stock to be registered; and provided further that shares of capital stock held by any Holder may not be excluded from any offering in reliance upon this Section if any shares of capital stock other than those offered by the Company are included in such offering. If any limitation of the number of shares of Registrable Securities to be registered by the Holders is required pursuant to this Section 6.1, the number of shares that may be included in the registration on behalf of the Holders shall be allocated among the Holders or the holders of any other registration rights in proportion, as nearly as practicable, to the respective holdings of Registrable Securities of all Holders requesting registration. The provisions of this Section will not apply to a registration effected solely to implement (i) an employee benefit plan plan, or (ii) a transaction to which Rule 145 or any other similar rule of the Securities and Exchange Commission (the "SEC" or the "Commission") under the Securities Act is applicable), the Company will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; provided, that such registration is in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)Closing, ---------------------- the Company shall determine to register any shares of Common Stock its securities (for itself or for any other securities convertible into or exchangeable or exercisable for shares holder of the Common Stock Company) under the Securities 1933 Act or any successor legislation (whether other than a registration relating to stock option plans, employee benefit plans or a Rule 145 transaction), and in connection with a public offering of securities by therewith the Company (a "primary offering"), a public offering of securities by shareholders (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)may lawfully register its Common Stock, the Company will promptly give written notice thereof to IXCthe then Holders of all issued or issuable Registrable Securities. In connection with any The Company shall use its best efforts (i) to include in such registration, if registration all Registrable Securities that such Holders may request in a writing delivered to the Company within 30 15 days after receipt by such Holder of the notice given by the Company, (ii) to effect such notice IXC requests registration under the inclusion of some 1933 Act and (iii) to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may request; provided, however, if the -------- ------- managing underwriter for the Company advises the Company in writing that including all or part of the Registrable Securities in such registrationoffering will adversely affect the marketing of the proposed offering, then, in connection with any such underwritten offering by the Company of any of its securities, such registration of Registrable Securities shall be limited to not less than 5% of the total number of shares to be sold in the case of an initial public offering of the Company's securities, subject and 10% of the total number of shares to Section 2.7 hereofbe sold in the case of a subsequent offering; further provided, will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; providedhowever, that such limitation shall be imposed upon the Holders and other holders of Common Stock having similar registration rights to those of the Holders pro rata on the basis of the total number of (i) shares of Registrable Securities owned by the requesting Holders and (ii) shares of Common Stock owned, or obtainable by them upon the exercise of rights with respect to other securities, by such other requesting holders. In the event of such limitation, shares of persons not having similar registration rights will not be included in such registration. Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this section 8.15(b) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the 0000 Xxx. The Company shall have the right to select the managing underwriter or underwriters for any underwritten offering made pursuant to a registration under this section 8.15. Subject to the foregoing, if such proposed registration is in connection with an underwritten public offering; and providedoffering of Common Stock, further, that, if the underwriter determines that the registration of securities in excess upon request of any amount to be registered by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulationHolder, the Company shall take all necessary action, including, without limitation, use its reasonable efforts to cause the filing of post-effective amendments, to permit IXC managing underwriter therefor to include its shares in such registration in accordance with offering the Registrable Securities as to which the Holder requests such inclusion, on terms and conditions comparable to those of this Section 2.1the securities offered on behalf of the Company.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act), the Company shall ---------------------- determine to register any shares of Common Stock its securities (for itself or for any other securities convertible into or exchangeable or exercisable for shares holder of the Common Stock Company) under the Securities Act or any successor legislation (whether other than a registration relating to stock option plans, employee benefit plans or a Rule 145 transaction), and in connection with a public offering of securities by therewith the Company (a "primary offering"), a public offering of securities by shareholders (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)may lawfully register its Common Stock, the Company will promptly give written notice thereof to IXC. In connection with any the Holders (as defined below) and will use its best efforts to include in such registration, if registration and to effect the registration under the Act of all Registrable Securities (as defined below) which such Holders may request in writing delivered to the Company within 30 five (5) days after receipt by such Holders of such the notice IXC requests given by the inclusion of some Company; provided, however, if the -------- ------- managing underwriter for the Company advises the Company in writing that including all or all part of the Registrable Securities in such registrationoffering will adversely affect the marketing of the proposed offering, then, in connection with any such underwritten offering by the Company of any of its securities, such registration of Registrable Securities shall be limited to not less than five percent (5%) of the total number of shares to be sold in the case of an initial public offering of the Company's securities, subject and ten percent (10%) of the total number of shares to Section 2.7 hereofbe sold in the case of a subsequent offering; further provided, will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; providedhowever, that such limited number of shares of Common Stock in ------- -------- ------- such offering shall be taken from those owned (or obtainable upon the exercise of rights with respect to other securities) by a group of holders requesting registration consisting of the Holders and other holders having similar registration rights to those of the Holders, and such limitation shall be imposed upon the Holders and such other holders pro rata on the basis of the total number of (i) shares of Registrable Securities owned by the requesting Holders and (ii) shares of Common Stock owned, or obtainable by them upon the exercise of rights with respect to other securities, by such other requesting holders. In the event of such a limitation, shares of persons not having similar registration rights will not be included in such registration. Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 2.1 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act. The Company shall have the right to select the managing underwriter or underwriters for any underwritten public offering made pursuant to a registration under this Section 2.1. Subject to the foregoing, if such proposed registration is in connection with an underwritten public offering; and providedoffering of Common Stock, further, that, if the underwriter determines that the registration of securities in excess upon request of any amount to be registered by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulationHolder, the Company shall take all necessary action, including, without limitation, use its reasonable efforts to cause the filing of post-effective amendments, to permit IXC managing underwriter therefor to include its shares in such registration in accordance with underwritten offering the Registrable Securities as to which the Holder requests such inclusion, on terms and conditions comparable to those of this Section 2.1the securities offered on behalf of the Company.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)first ---------------------- written above, the Company shall determine to register any shares of Common Stock its securities (for itself or for any other securities convertible into or exchangeable or exercisable for shares holder of the Common Stock Company) under the Securities Act or any successor legislation (whether other than a registration relating to stock option plans, employee benefit plans or a Rule 145 transaction), and in connection with a public offering of securities by therewith the Company (a "primary offering"), a public offering of securities by shareholders (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)may lawfully register its Common Stock, the Company will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt the then Holders of such notice IXC requests the inclusion of some all issued or all of the issuable Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, and will use its reasonable best efforts to include in such registration and to effect the registration under the Securities Act of all Registrable Securities which such Registrable SecuritiesHolders may request in writing delivered to the Company within fifteen (15) days after receipt by such Holders of the notice given by the Company; provided, however, if the managing underwriter for the Company -------- ------- advises the Company in writing that including all or part of the Registrable Shares in such offering will adversely affect the marketing of the proposed offering, then, in connection with any such underwritten offering by the Company of any of its securities, such registration of Registrable Securities shall be limited to not less than five percent (5%) of the total number of shares to be sold in the case of an initial public offering of the Company's securities, and ten percent (10%) of the total number of shares to be sold in the case of a subsequent offering; further provided, however, that such limited number of ------- -------- ------- shares of Common Stock in such offering shall be taken from those owned (or obtainable upon the exercise of rights with respect to other securities) by a group of holders requesting registration consisting of the Holders and other holders having similar registration rights to those of the Holders, and such limitation shall be imposed upon the Holders and such other holders pro rata on the basis of the total number of (i) shares of Registrable Securities owned by the requesting Holders and (ii) shares of Common Stock owned, or obtainable by them upon the exercise of rights with respect to other securities, by such other requesting holders. In the event of such a limitation, shares of persons not having similar registration rights will not be included in such registration. Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this Section 9.3 in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required by the Act. The Company shall have the right to select the managing underwriter or underwriters for any underwritten public offering made pursuant to a registration under this Section 9.3. Subject to the foregoing, if such proposed registration is in connection with an underwritten public offering; and providedoffering of Common Stock, further, that, if the underwriter determines that the registration of securities in excess upon request of any amount to be registered by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulationHolder, the Company shall take all necessary action, including, without limitation, use its reasonable efforts to cause the filing of post-effective amendments, to permit IXC managing underwriter therefor to include its shares in such registration in accordance with underwritten offering the Registrable Securities as to which the Holder requests such inclusion, on terms and conditions comparable to those of this Section 2.1the securities offered on behalf of the Company.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)hereof, the Company shall determine seek to register any shares of Common Stock its capital stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock capital stock under the Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders Founders of the Company (a "secondary offering"), or both, but not in connection with a public offering pursuant to any demand registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the Commission rights under the Securities Act is applicableWarrant Registration Rights Agreement dated as of April 8, 1998 by and among the Company, the Permitted Holders named therein and the Initial Purchasers named therein (the "Warrant Registration Rights Agreement")), the Company will promptly give written notice thereof to IXCeach Investor holding Registrable Securities (as hereinafter defined in SECTION 7.4 below) then outstanding and to Jalkut. In connection with any such registration, if If within 30 days after their receipt of such notice IXC requests one or more Investors or Jalkut request the inclusion of some or all of the Registrable Securities held by them in such registration, the Company, subject to Section 2.7 hereof, Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which such Registrable Securities; provided, that such Investors or Jalkut may request in a writing delivered to the Company within 30 days after the notice given by the Company. In the case of the registration is of shares of capital stock by the Company in connection with an any underwritten public offering; and provided, further, that, if the underwriter underwriter(s) determines that marketing factors require a limitation on the registration number of securities Registrable Securities to be offered, the Company shall not be required to register Registrable Securities of the Investors or Jalkut in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered by for the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all Company. If any limitation of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled capital stock to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold registered by the Company shall be included in such registration and underwriting, and, subject Investors is required pursuant to Section 2.7 hereofthis SECTION 7.1, the number of additional shares that may be included in the registration and underwriting on behalf of the Investors shall be allocated among IXC and all the Investors or the holders of any other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and Securities, after first excluding from such other securities. All expenses registration statement all shares of the registration and offering shall Common Stock sought to be borne included therein by (i) any director, officer or employee of the Company, except including Jalkut, unless and until Jalkut has been involuntarily terminated as an officer of the Company pursuant to Sections 6(d) or 6(f) of the Employment Agreement, pro rata based on the number of shares of Registrable Securities requested by each such individual to be included in such registration, (ii) any holder thereof not having any such contractual incidental registration rights, and (iii) any holder, thereof having contractual incidental registration rights subordinate and junior to the rights of the Investors, provided, that IXC in connection with any registration that includes securities pursuant to the Warrant Registration Rights Agreement, the terms of the Warrant Registration Rights Agreement as in effect on the date hereof shall govern the inclusion (and all holders limitations on inclusion) of Registrable Securities and other securities having in such registration. In any event, if such underwritten public offering is not an initial public offering, then the Investors holding Registrable Securities (and Jalkut if he has been involuntarily terminated as an officer of the Company pursuant to Sections 6(d) or 6(f) of the Employment Agreement) shall be allowed to include in the aggregate not less than thirty-five percent (35%) of the shares subject to such registration statement, provided, that in connection with any registration that includes securities pursuant to the Warrant Registration Rights Agreement, the terms of the Warrant Registration Rights Agreement as in effect on the date hereof shall govern the inclusion (and limitations on inclusion) of Registrable Securities and other securities in such registration. The Company will not grant any rights relating to the piggy-back registration of its capital stock which are superior to or on a parity with the rights granted by to the Company shall bear underwriting Investors and selling discounts and commissions attributable Jalkut in this SECTION 7.1 other than pursuant to their Registrable Securities the Warrant Registration Rights Agreement. The provisions of this SECTION 7.1 will not apply to a registration effected solely to implement (i) an employee benefit plan, or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations (ii) a transaction to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act 145 or any other similar rule or regulation, of the Company shall take all necessary action, including, without limitation, Securities and Exchange Commission (the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with "SEC") under the terms of this Section 2.1Securities Act is applicable."

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)---------------------- hereof, the Company shall determine to register any shares of its Common Stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act") (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders 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 Securities and Exchange Commission (the "Commission") under the Securities Act is applicable), the Company will promptly give written notice thereof to IXCthe holders of Registrable Securities (as hereinafter defined in paragraph 6.4 below) then outstanding (the "Holders"). In connection with any such registration, if within 30 fifteen (15) days after their receipt of such notice IXC requests the Holders of the Registrable Securities request the inclusion of some or all of the Registrable Securities owned by them in such registration, the CompanyCompany will notify all of the Holders of its receipt of such request, subject to Section 2.7 hereof, and will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which such Registrable SecuritiesHolders may request in a writing delivered to the Company within fifteen (15) days after the notice given by the Company with respect to its receipt of such request; provided, however, that such in the case of -------- ------- the registration is of shares of the Common Stock by the Company in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered by it shall not be 1. If the Company would adversely affect includes in such offering then the Company may (subject to the allocation priority set forth below) exclude from such a registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the any securities to be sold offered by the Company shall be included in such registration and underwritingit, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company Holders shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, registered and transfer taxes on shares being sold by IXC or such Holders. If the other holdersregistration under this paragraph 6.1 is exclusively a secondary offering, as defined in this paragraph, the case may be, and all fees and Holders shall bear their proportionate share of the expenses of counsel for IXC the registration and such holdersoffering (provided all stockholders registering shares thereunder bear their proportionate share of the expenses), as except expenses which the case may beCompany would have incurred whether or not registration was attempted, including, without limitation, the expense of preparing normal audited or unaudited financial statements or summaries consistent with this Agreement or applicable Commission filings. Without in any way limiting the types of registrations to which this Section 2.1 paragraph 6.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of promulgated under the Securities Act Act, or any other similar rule or regulationregulation ("Rule 415"), the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC the Holders to include its their shares in such registration in accordance with the terms of this Section 2.1paragraph 6.1.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)hereof, the Company shall determine to register any shares of its Common Stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities thereof by shareholders (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 Securities and Exchange Commission (the "Commission") under the Securities Act is applicable), it agrees to do the following: 8.1.1 The Company will shall promptly give written notice thereof of registration under this Section 8.1 to IXC. In connection with any such registration, if within 30 days after receipt the holders of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration(as hereinafter defined) then outstanding (the "Holders"), the Company, subject to Section 2.7 hereof, and will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities for which the Holders may request registration in a writing delivered to the Company within fifteen (15) days after such Registrable Securitiesnotice given by the Company; provided, however, that such in the case of the registration is of Common Stock by the Company in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that Company shall not be required to register Registrable Securities of the registration of securities Holders in excess of the amount, if any, of Common Stock which the principal underwriter of an underwritten offering shall reasonably and in good faith agree in writing to include in such offering. 8.1.2 If any amount Registrable Securities are not to be registered pursuant to this Section 8.1 because the number of Registrable Securities for which registration has been requested by the Company would adversely affect Holders pursuant to paragraph (a) above exceeds the amount of Common Stock which the principal underwriter of an underwritten offering shall reasonably and in good faith agree in writing to include in such offering then offering, the Company may (subject Holders who have requested participation shall be entitled to the allocation priority set forth below) exclude from participate in such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and offering proportionately in accordance with the number of shares of Common Stock owned or obtainable by them upon exercise of rights (including conversion rights) with respect to other securities that are entitled to be included (including Preferred Stock) owned by them. 8.1.3 If the Company includes in the a registration and underwriting shall be allocated in the following manner: the under this Section 8.1 any securities to be sold offered by the Company shall be included in such registration and underwritingit, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering and the reasonable fees and expenses of not more than one independent counsel for the Holders shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company Holders shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, registered and transfer taxes on shares being sold by IXC or such Holders. If the other holdersregistration under this Section 8.1 is exclusively a secondary offering, as defined in this Section 8.1, the case may be, and all fees and Holders shall bear their proportionate share of the expenses of counsel for IXC the registration and such holdersoffering (provided all shareholders registering shares thereunder bear -11- C/M: 11926.0033 414869.5 their proportionate share of expenses), as except expenses which the case may be. Company would have incurred whether or not registration was attempted, including, without limitation, the expense of preparing normal audited or unaudited financial statements or summaries consistent with this Agreement or applicable Commission filings. 8.1.4 Without in any way limiting the types of registrations to which this Section 2.1 8.1 shall apply, in the event that the Company shall effect a "shelf registration" ", under Rule 415 of promulgated under the Securities Act Act, or any other similar rule or regulationregulation ("Rule 415"), the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC the Holders to include its their shares in such registration in accordance with the terms of this Section 2.18.1.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)---------------------- hereof, the Company shall determine seek to register any shares of Common Stock its capital stock or securities convertible into or exchangeable or exercisable for shares of the Common Stock capital stock under the Securities Act to be sold for cash (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders of the Company (a "secondary offering"), or both), but not the Company will promptly give written notice thereof to the Investor if the Investor holds Registrable Securities as hereinafter defined in Section 8.2 below. If within 30 days after their receipt of such notice the Investor requests the inclusion of some or all of the Registrable Securities owned by it in such registration, the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Investor may request in a writing delivered to the Company within 30 days after their receipt of the notice given by the Company. In the case of the registration of shares of capital stock by the Company in connection with any underwritten public offering, if the Company is advised in writing in good faith by the underwriter(s) that the amount to be sold by holders other than the Company is greater than the amount which can be offered without adversely affecting the offering, the Company shall not be required to register Registrable Securities of the Investor in excess of the amount, if any, of Registrable Securities which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering. If any limitation of the number of shares of Registrable Securities to be registered by the Investor is required pursuant to this Section 8.1, the Company may reduce the amount offered for the account of the Investor to a number deemed satisfactory by the principal underwriter provided that no reduction shall be made in the amount of Registrable Securities offered for the account of the Investor unless such reduction is imposed pro rata with respect to all securities whose holders have a contractual, incidental "piggy back" right to include such securities in the registration statement as to which inclusion has been requested pursuant to such right; provided, however, that there is first excluded from such registration -------- ------- statement all shares of Common Stock sought to be included therein by any holder not having any such contractual, incidental registration rights. The provisions of this Section will not apply to a registration effected solely to implement (x) an employee benefit plan plan, or (y) a transaction to which Rule 145 or any other similar rule of the Securities and Exchange Commission (the "SEC"or the "Commission") under the Securities Act is applicable). The Company may require the Investor and each holder of Registrable Securities to be sold under such registration statement, at the Company's expense, to furnish the Company will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt information and undertakings as it may reasonably request regarding such Investor or holder and the distribution of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; provided, that such registration is in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered by the Company would adversely affect such offering then as the Company may (subject from time to the allocation priority set forth below) exclude from such registration and underwriting some or all of the time reasonably request in writing. If any Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold distributed by the Company shall be included in such registration and means of any underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC Investor and all holders of other proposing to distribute their securities having registration rights granted by the Company requesting that through such other securities be included underwriting shall enter into an underwriting agreement in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance customary form with the terms of this Section 2.1underwriters for such underwriting.

Optional Registrations. If at any time If, on or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of Lockup Period but prior to the Securities Act)Registration Rights Expiration Point, the Company shall determine proposes to register any shares of Common Stock or its securities convertible into or exchangeable or exercisable for shares of the Common Stock under the Securities Act other than (whether a) under employee compensation or benefit programs, (b) an exchange offer or an offering of securities solely to the existing stockholders or employees of the Company, and (c) any registration conducted solely in connection with a public offering of securities proposed acquisition by the Company (a "primary offering"), a public offering of securities by shareholders (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 its Subsidiaries, and the Commission under registration form to be used may be used for the Securities Act is applicable)registration of Registrable Securities, the Company will promptly give prompt written notice thereof to IXC. In connection all holders of Registrable Securities of its intention to effect such a registration and will include in such registration all Registrable Securities with any such registration, if respect to which the Company has received written requests for inclusion therein within 30 twenty (20) days after the receipt of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, will use its reasonable best efforts to effect the registration under the Securities Act of all such Registrable Securities; provided, that such registration is in connection with an underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered by the Company would adversely affect such offering then the Company may 's notice (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described hereina "Piggyback Registration"). The Company shall advise IXC promptly after such determination by use its best efforts to cause the underwriter, and managing underwriters of a proposed underwritten offering to permit the number of shares of securities that are entitled Registrable Securities requested to be included in the registration and underwriting shall be allocated in the following manner: the securities statement (or registration statements) for such offering to be sold by included therein on the same terms and conditions as any similar securities of the Company included therein. Notwithstanding the foregoing, if the Company gives notice of such a proposed registration, the total number of Registrable Securities which shall be included in such registration shall be reduced pro rata to such number, if any, as in the reasonable opinion of the managing underwriters of such offering would not adversely affect the marketability or offering price of all of the securities proposed to be offered by the Company in such offering; provided, however, that (i) if such Piggyback Registration is incident to a primary registration on behalf of the Company, and underwriting, and, subject to Section 2.7 the extent not prohibited by any registration rights agreements existing as of the date hereof, the number of additional shares that may securities to be included in the registration and underwriting shall be allocated among IXC and all statement (or registration statements) for any person other than the Holders or the holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration Series F Preferred Shares and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable be first reduced prior to their Registrable Securities or any such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may bepro rata reduction, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1.(ii) if such

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) commencement of the Securities Act)Exercise Period and prior to the seventh anniversary of the Issue Date, the Company shall determine to register any shares of its Common Stock (or securities convertible into or exchangeable or exercisable for shares of the Common Stock or any class of common stock into which the Common Stock has theretofore been converted or for which the Common Stock has been exchanged) under the Securities Act of 1933, as amended (the "Act") (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders security holders (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 Securities and Exchange Commission (the "Commission") under the Securities Act is applicableapplicable or a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the Registrable Securities (including Form S-4 or any form substituted therefor), the Company will promptly give written notice thereof to IXCthe Holders of Registrable Securities (as defined in Subsection 7(c) below) then outstanding. In connection with any such registration, if within 30 days after receipt of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which such Registrable SecuritiesHolders may request in a writing delivered to the Company within 15 days after the notice given by the Company pursuant to Section 10 hereof; provided, however, that such in the case of the registration is of shares of Common Stock by the Company in connection with an underwritten public offering; and provided, further, that, if the managing underwriter determines that a limitation on the registration number of securities in excess of any amount shares to be registered by underwritten is required, the Company would adversely affect such offering then the Company managing underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1.all

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act), the Company shall ---------------------- determine to register any shares of Common Stock its securities (for itself or for any other securities convertible into or exchangeable or exercisable for shares holder of the Common Stock Company) under the Securities Act or any successor legislation (whether other than a registration relating to stock option plans, employee benefit plans or a Rule 145 transaction), and in connection with a public offering of securities by therewith the Company (a "primary offering"), a public offering of securities by shareholders (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)may lawfully register its Common Stock, the Company will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt the then holders (the "Holders") of such notice IXC requests the inclusion of some all issued or all of the issuable Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, (as hereinafter defined) and will use its reasonable best efforts to include in such registration and to effect the registration under the Securities Act of all Registrable Securities which such Registrable SecuritiesHolders may request in writing delivered to the Company within 15 days after receipt by such Holder of the notice given by the Company; provided, however, if the managing underwriter for the Company advises the Company in writing that including all or part of the Registrable Shares in such registration is offering will adversely affect the marketing of the proposed offering, then, in connection with an any such underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered offering by the Company would adversely affect such offering then the Company may (subject to the allocation priority set forth below) exclude from of any of its securities, such registration and underwriting some or all of Registrable Securities shall be limited to not less than 10% of the total number of shares to be sold in the case of an initial public offering of the Company's securities, and 20% of the total number of shares to be sold in the case of a subsequent offering; further provided, however, that such limited number of shares of Common Stock in such offering, which shares shall be taken from those owned (or obtainable upon the exercise of rights with respect to other securities) by a group of holders requesting registration consisting of the Holders and other holders having similar registration rights to those of the Holders, and such limitation shall be imposed upon the Holders and such other holders pro rata on the basis of the total number of (i) shares of Registrable Securities which would otherwise owned by the requesting Holders and (ii) shares of Common Stock owned, or obtainable by them upon the exercise of rights with respect to other securities, by such other requesting holders. In the event of such a limitation, shares of persons not having similar registration rights will not be underwritten pursuant to the notice described hereinincluded in such registration. The Company shall advise IXC promptly after such determination by have the underwriter, and right to select the number of shares of securities that are entitled managing underwriter or underwriters for any underwritten offering made pursuant to be included in the a registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which under this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.12 hereof.

Optional Registrations. If at any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)first ---------------------- written above, the Company shall determine to register any shares of Common Stock its securities (for itself or for any other securities convertible into or exchangeable or exercisable for shares holder of the Common Stock Company) under the Securities Act or any successor legislation (whether other than a registration relating to stock option plans, employee benefit plans or a Rule 145 transaction), and in connection with a public offering of securities by therewith the Company (a "primary offering"), a public offering of securities by shareholders (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)may lawfully register its Common Stock, the Company will promptly give written notice thereof to IXC. In connection with any such registration, if within 30 days after receipt the then Holders of such notice IXC requests the inclusion of some all issued or all of the issuable Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, securities and will use its reasonable best efforts to include in such registration and to effect the registration under the Securities Act of all Registrable Securities which such Registrable SecuritiesHolders may request in writing delivered to the Company within fifteen (15) days after receipt by such Holders of the notice given by the Company; provided, however, if the managing -------- ------- underwriter for the Company advises the Company in writing that including all or part of the Registrable Shares in such registration is offering will adversely affect the marketing of the proposed offering, then, in connection with an any such underwritten public offering; and provided, further, that, if the underwriter determines that the registration of securities in excess of any amount to be registered offering by the Company would adversely affect of any of its securities, such registration of Registrable Securities shall be limited to not less than ten percent (10%) of the total number of shares to be sold in the case of an initial public offering of the Company's securities, and twenty percent (20%) of the total number of shares to be sold in the case of a subsequent offering; further provided, ------- -------- however, that such limited number of shares of Common Stock in such offering then ------- shall be taken from those owned (or obtainable upon the Company may (subject exercise of rights with respect to the allocation priority set forth belowother securities) exclude from such by a group of holders requesting registration and underwriting some or all consisting of the Holders and other holders having similar registration rights to those of the Holders, and such limitation shall be imposed upon the Holders and such other holders pro rata on the basis of the total number of (i) shares of Registrable Securities which would otherwise owned by the requesting Holders and (ii) shares of Common Stock owned, or obtainable by them upon the exercise of rights with respect to other securities, by such other requesting holders. In the event of such a limitation, shares of persons not having similar registration rights will not be underwritten pursuant to the notice described hereinincluded in such registration. The Company shall advise IXC promptly after such determination by have the underwriter, and right to select the number of shares of securities that are entitled managing underwriter or underwriters for any underwritten public offering made pursuant to be included in the a registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which under this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1paragraph 9.3.

Optional Registrations. If at any time or times after during the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) period commencing on the six month anniversary of the Securities Act)closing date of the IPO and prior to the fifth anniversary of the closing date of the IPO, (the "Registration Period") the Company shall determine to register any shares of its Common Stock (or securities convertible into or exchangeable or exercisable for shares of the Common Stock or any class of common stock into which the Common Stock has theretofore been converted or for which the Common Stock has been exchanged) under the Securities Act of 1933, as amended (the "Act") (whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders security holders (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 Securities and Exchange Commission (the "Commission") under the Securities Act is applicable)applicable or a registration on Forms S-4, X-0 xx any form substituted therefor, the Company will promptly give written notice thereof to IXCthe Holders of Registrable Securities (as defined in Subsection 7(c) below) then outstanding. In connection with any such registration, if within 30 days after receipt of such notice IXC requests the inclusion of some or all of the Registrable Securities in such registration, the Company, subject to Section 2.7 hereof, Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which such Registrable SecuritiesHolders may request in a writing delivered to the Company within 15 days after the written notice given by the Company pursuant to Section 10 hereof; provided, however, that such in the case of the registration is of shares of Common Stock by the Company in connection with an underwritten public offering; and provided, further, that, if the managing underwriter determines that a limitation on the registration number of securities in excess of any amount shares to be registered by underwritten is required, the Company would adversely affect such offering then the Company managing underwriter may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities which would otherwise be underwritten pursuant to the notice described herein. The Company shall advise IXC promptly after such determination by the underwriter, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities to be sold by the Company shall be included in such registration and underwriting, and, subject to Section 2.7 hereof, the number of additional shares that may be included in the registration and underwriting shall be allocated among IXC and all holders of other securities having registration rights granted by the Company requesting that such other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and such other securities. All expenses of the registration and offering shall be borne by the Company, except that IXC and all holders of other securities having registration rights granted by the Company shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or such other securities, as the case may be, being registered, transfer taxes on shares being sold by IXC or the other holders, as the case may be, and all fees and expenses of counsel for IXC and such holders, as the case may be. Without in any way limiting the types of registrations to which this Section 2.1 shall apply, in the event that the Company shall effect a "shelf registration" under Rule 415 of the Securities Act or any other similar rule or regulation, the Company shall take all necessary action, including, without limitation, the filing of post-effective amendments, to permit IXC to include its shares in such registration in accordance with the terms of this Section 2.1.all