Common use of OPTIONS; STOCK ISSUANCES Clause in Contracts

OPTIONS; STOCK ISSUANCES. The Board of Directors of ------------------------ Parent shall have the right to grant or issue, as the case may be, (i) restricted stock or options to acquire shares of Parent Common Stock pursuant to the Parent's 1997 Stock Awards Plan, provided that no more than the number of shares authorized under the 1997 Stock Awards Plan have been issued; (ii) warrants to purchase up to 90,000 shares of Parent Common Stock to be issued to certain non-employee directors of Parent who are responsible for negotiating this Agreement at an exercise price of $6.96 per share, the Company Acquisition Agreement and the Big Stuff Acquisition Agreement; (iii) the shares of Parent Common Stock issuable upon conversion at Closing of the Great Western Notes at a conversion price of $5.50 per share; (iv) up to 1,818,182 shares of Parent Common Stock issuable upon conversion of one or more notes which may be issued to the Web Shareholders who may lend up to Ten Million Dollars ($10,000,000.00) to Web or Big Stuff as provided in this Agreement, at a conversion price of $5.50 per share; (v) shares of Parent Common Stock to be issued upon exercise of options or warrants to be granted at Closing to those Persons designated by Company; (vi) those shares of Parent Common Stock issuable upon exercise of previously granted options; (vii) derivative securities to purchase shares of Parent Common Stock issuable to certain Web Shareholders in connection with the sale of the CLEC Operations, as provided in Section 5.11 hereof; (viii) ------------ derivative securities to purchase shares of Parent Common Stock issuable to certain Company Shareholders in connection with the sale of the CLEC Operations; and (ix) derivative securities to purchase shares of Parent Common Stock issuable to certain Big Stuff shareholders in connection with the sale of the CLEC Operations.

OPTIONS; STOCK ISSUANCES. The Board of Directors of ------------------------ Parent shall have the right to grant or issue, as the case may be, (i) restricted stock or options to acquire shares of Parent Common Stock pursuant to the Parent's 1997 Stock Awards Plan, provided that no more than the number of shares authorized under the 1997 Stock Awards Plan have been issued; (ii) restricted stock valued at or warrants to purchase up to 90,000 shares of Parent Common Stock to be issued to certain non-employee directors of Parent who are were responsible for negotiating this the June 3 Web YP Agreement at an exercise price of $6.96 per share, the Restated Company Acquisition Agreement and the Restated Big Stuff Acquisition Agreement; (iii) the shares of Parent Common Stock issuable upon conversion at Closing of the Great Western Notes at a conversion price of $5.50 per share; (iv) up to 1,818,182 1,090,909 shares of Parent Common Stock issuable upon conversion of one or more notes which may be issued to the Web Shareholders who may lend up to Ten Six Million Dollars ($10,000,000.006,000,000.00) to Web or Big Stuff as provided in this Restated Agreement, at a conversion price of $5.50 per share; (v) shares of Parent Common Stock to be issued upon exercise of options or warrants to be granted at Closing to those Persons designated by CompanyCompany in the Restated Company Agreement; (vi) those shares of Parent Common Stock issuable upon exercise of previously granted options; and (vii) derivative securities to purchase shares one (1) share of Parent Common Class B Voting Preferred Stock issuable to certain Web Shareholders in connection with be issued to the sale of trustee under the CLEC Operations, as provided in Section 5.11 hereof; (viii) ------------ derivative securities to purchase shares of Parent Common Stock issuable to certain Company Shareholders in connection with the sale of the CLEC Operations; Exchange and (ix) derivative securities to purchase shares of Parent Common Stock issuable to certain Big Stuff shareholders in connection with the sale of the CLEC OperationsVoting Trust Agreement.

OPTIONS; STOCK ISSUANCES. The Board of Directors of Parent ------------------------ Parent shall have the right to grant or issueissue , as the case may be, (i) restricted stock or options to acquire shares of Parent Common Stock pursuant to the Parent's 1997 Stock Awards Plan, provided that no more than the number of shares authorized under the 1997 Stock Awards Plan have been issued; (ii) warrants to purchase up to 90,000 shares of Parent Common Stock to be issued to certain non-employee directors of Parent who are responsible for negotiating this Agreement at an exercise price of $6.96 per share, the Company Acquisition Agreement and the Big Stuff Web Acquisition Agreement; (iii) the shares of Parent Common Stock issuable upon conversion at Closing of the Great Western Notes at a conversion price of $5.50 per share; (iv) up to 1,818,182 shares of Parent Common Stock issuable upon conversion of one or more notes which may be issued to the Web Shareholders shareholders who may lend up to Ten Million Dollars ($10,000,000.00) to Web or Big Stuff or Web as provided in this Agreement, at a conversion price of $5.50 per share; (v) shares of Parent Common Stock to be issued upon exercise of options or warrants to be granted at Closing to those Persons designated by Company; (vi) those shares of Parent Common Stock issuable upon exercise of previously granted options; (vii) derivative securities to purchase shares of Parent Common Stock issuable to certain Web Big Stuff Shareholders in connection with the sale of the CLEC Operations, as provided in Section ------- 5.11 hereof; (viii) ------------ derivative securities to purchase shares of Parent ---- Common Stock issuable to certain Company Shareholders in connection with the sale of the CLEC Operations; and (ix) derivative securities to purchase shares of Parent Common Stock issuable to certain Big Stuff Web shareholders in connection with the sale of the CLEC Operations.

OPTIONS; STOCK ISSUANCES. The Board of Directors of ------------------------ Parent shall have the right to grant or issue, as the case may be, (i) restricted stock or options to acquire shares of Parent Common Stock pursuant to the Parent's 1997 Stock Awards Plan, provided that no more than the number of shares authorized under the 1997 Stock Awards Plan have been issued; (ii) restricted stock valued at or warrants to purchase up to 90,000 shares of Parent Common Stock to be issued to certain non-employee directors of Parent who are were responsible for negotiating this the June 3 Big Stuff Agreement at an exercise price of $6.96 per share, the Restated Company Acquisition Agreement and the Big Stuff Acquisition Restated Web Agreement; (iii) the shares of Parent Common Stock issuable upon conversion at Closing of the Great Western Notes at a conversion price of $5.50 per share; (iv) up to 1,818,182 1,090,909 shares of Parent Common Stock issuable upon conversion of one or more notes which may be issued to the Web Big Stuff Shareholders who may lend up to Ten Six Million Dollars ($10,000,000.006,000,000.00) to Web or Big Stuff or Web as provided in this Restated Agreement, at a conversion price of $5.50 per share; (v) shares of Parent Common Stock to be issued upon exercise of options or warrants to be granted at Closing to those Persons designated by CompanyCompany in the Restated Company Agreement; (vi) those shares of Parent Common Stock issuable upon exercise of previously granted options; and (vii) derivative securities to purchase shares one (1) share of Parent Common Class B Voting Preferred Stock issuable to certain Web Shareholders in connection with be issued to the sale of trustee under the CLEC Operations, as provided in Section 5.11 hereof; (viii) ------------ derivative securities to purchase shares of Parent Common Stock issuable to certain Company Shareholders in connection with the sale of the CLEC Operations; Exchange and (ix) derivative securities to purchase shares of Parent Common Stock issuable to certain Big Stuff shareholders in connection with the sale of the CLEC OperationsVoting Trust Agreement.