Common use of Required Registrations Clause in Contracts

Required Registrations. 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), IXC may notify the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above.

Required Registrations. At 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), IXC may notify the Company in writing that it (i) intends the Shelf Registration Lapse Date or (ii) the Company fails to offer or cause maintain the Shelf Registration continuously effective pursuant to be offered for public sale all or any portion of its Registrable Securities (such requests Section 1(a) hereof, Company shall be requested in writing, which writing and shall state specify the number of shares of Registrable Securities to be disposed of and registered and, if applicable, the intended method of disposition of such shares thereof (a “Demand Request”), by IXC) and Xxxxxx, Xxxxxxx or Laminar (ii) request that the Company cause such Registrable Securities each a “Demanding Stockholder”), to be registered under the Securities Act; provided, however, that IXC may make only three requests for effect a registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined held by such underwriter would adversely affect such offeringStockholders (each, a “Required Registration”), 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested promptly use all commercially reasonable efforts to participate in effect such registration promptly after such determination Required Registration by the underwriterfiling, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereofat Company’s option, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities either a Form S-1 or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any Form S-3 registration statement required hereunder for (a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, “Demand Registration Statement”); provided the Company shall not be required to effect a registration comply with more than one (1) Demand Request during any twelve (12) month period. Each of Xxxxxx, Xxxxxxx and Laminar may only exercise one (1) Demand Request under this Section 2.2 more than 135 days following the end Agreement; provided, however, that a request or registration shall not count as one of the Company's fiscal yearDemand Requests (or Required Registrations) until it has become effective, if and neither the last nor any subsequent Demand Requests (or Required Registrations) shall count as one of the Demand Requests (or Demand Registrations) unless the holders of Registrable Securities are able to register and sell at least 85% of the Registrable Securities requested to be included in such registration; provided, that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Required Registration whether or not it has become effective and whether or not such registration shall require has counted as one of the preparation of audited financial statements for any interim period not otherwise prepared by the CompanyRequired Registrations hereunder. If a demand registration is requested during such period, subject Subject to the second provisos in the preceding sentence, the Company will commence shall only be obligated to comply with three (3) Demand Requests in total. Upon receipt by Company of a Demand Request, Company shall deliver a written notice (a “Demand Notice”) to each Stockholder who did not make such registration promptly following Demand Request stating that Company intends to comply with a Demand Request and informing each such Stockholder of its right to include Registrable Securities in such Required Registration. Within ten (10) Business Days after receipt of a Demand Notice, each Stockholder shall have the end right to request in writing that Company include all or a specific portion of the next fiscal yearRegistrable Securities held by such Stockholder in such Required Registration. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable Notwithstanding anything to the contrary set forth herein, Company shall be obligated to facilitate effect any one or more of such Required Registrations pursuant to a Shelf Registration Statement if the demand registrations provided for aboveDemanding Stockholder so requests in connection with any Demand Request.

Required Registrations. At 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), IXC may notify the Company in writing that it (i) intends the Shelf Registration Lapse Date or (ii) the Company fails to offer or cause maintain the Shelf Registration continuously effective pursuant to be offered for public sale all or any portion of its Registrable Securities (such requests Section 1(a) hereof, Company shall be requested in writing, which writing and shall state specify the number of shares of Registrable Securities to be disposed of and registered and, if applicable, the intended method of disposition of such shares by IXC) and thereof (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provideda “Demand Request”), however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person holder of Preferred Stock (each a “Demanding Stockholder”), to be registered effect a registration under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined held by such underwriter would adversely affect such offeringStockholders (each, a “Required Registration”), 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested promptly use all commercially reasonable efforts to participate in effect such registration promptly after such determination Required Registration by the underwriterfiling, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereofat Company’s option, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities either a Form S-1 or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any Form S-3 registration statement required hereunder for (a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, “Demand Registration Statement”); provided the Company shall not be required to effect a registration under this Section 2.2 comply with more than 135 days following the end one (1) Demand Request during any twelve (12) month period. The Company shall pay all Registration Expenses in connection with any registration initiated as a Required Registration whether or not it has become effective and whether or not such registration has counted as one of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the CompanyRequired Registrations hereunder. If a demand registration is requested during such period, subject Subject to the second provisos in the preceding sentence, the Company will commence shall only be obligated to comply with three (3) Demand Requests in total. Upon receipt by Company of a Demand Request, Company shall deliver a written notice (a “Demand Notice”) to each Stockholder who did not make such registration promptly following Demand Request stating that Company intends to comply with a Demand Request and informing each such Stockholder of its right to include Registrable Securities in such Required Registration. Within ten (10) Business Days after receipt of a Demand Notice, each Stockholder shall have the end right to request in writing that Company include all or a specific portion of the next fiscal yearRegistrable Securities held by such Stockholder in such Required Registration. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable Notwithstanding anything to the contrary set forth herein, Company shall be obligated to facilitate effect any one or more of such Required Registrations pursuant to a Shelf Registration Statement if the demand registrations provided for aboveDemanding Stockholder so requests in connection with any Demand Request.

Required Registrations. At 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)Shelf Registration Lapse Date, IXC may notify the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be requested in writing, which writing and shall state specify the number of shares of Registrable Securities to be disposed of sold and the intended method of disposition of such shares thereof (a “Demand Request”), by IXC) and (ii) request that the Company cause such Registrable Securities Majority Holders, to be registered under the Securities Act; provided, however, that IXC may make only three requests for effect a registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined held by such underwriter would adversely affect such offeringStockholders (each, a “Required Registration”), then the Company may (subject shall promptly use all commercially reasonable efforts to the allocation priority set forth below) exclude from effect such registration and underwriting some or all of the Registrable Securities and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination Required Registration by the underwriterfiling, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by at the Company; provided’s option, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action either a Form S-1 or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any Form S-3 registration statement required hereunder for (a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, “Demand Registration Statement”); provided the Company shall not be required to effect a registration under this Section 2.2 comply with more than 135 days following one (1) Demand Request during any six (6) month period and shall only be obligated to comply with four (4) Demand Requests in total; provided, that if a Shelf Registration Lapse Date occurs during the end period beginning on the date that the Shelf Registration contemplated by Section 3.1(a) is declared effective and ending on the second anniversary of the Company's fiscal yeardate thereof, if such registration then the limit for Demand Requests shall require the preparation of audited financial statements for any interim period not otherwise prepared be increased by one (1). Upon receipt by the Company. If Company of a demand registration is requested during such period, subject to the second preceding sentenceDemand Request, the Company will commence shall deliver a written notice (a “Demand Notice”) to each Stockholder who did not make such registration promptly following Demand Request stating that the end Company intends to comply with a Demand Request and informing each such Stockholder of its right to include Registrable Securities in such Required Registration. Within ten (10) Business Days after receipt of a Demand Notice, each Stockholder shall have the right to request in writing that the Company include all or a specific portion of the next fiscal yearRegistrable Securities held by such Stockholder in such Required Registration. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable Notwithstanding anything to the contrary set forth herein, the Company shall be obligated to facilitate effect any one or more of such Required Registrations pursuant to a Shelf Registration Statement if the demand registrations provided for aboveMajority Holders so request in connection with any Demand Request.

Required Registrations. 3.1 At any time or times after the earlier of (a) June 30, 2022 (other than within the one hundred eighty (180) day period after the effective 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), IXC may notify the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained Statement on Form S-1 filed in connection with the underwriting Company’s initial public offering of securities) or (b) one hundred eighty (180) days after the effective date of the Registration Statement on Form S-1 filed in connection with the Company’s initial public offering of securities, the Initiating Stockholders may request, in writing, on up to two (2) separate occasions (such registrationlimitation being subject to a requested registration having become declared or order effective), that the Company effect a registration on Form S-1 (or any successor form) of Preferred Registrable Shares owned by one or more Stockholders having minimum gross proceeds in each registration on Form S-1 of at least $10,000,000. If the Initiating Stockholders intend to distribute the Preferred Registrable Shares by means of an underwriting, they shall so advise the Company in their request. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter would adversely affect such offering, then the Company may (subject to the allocation priority set forth below) exclude from event such registration and underwriting some or all of the Registrable Securities and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereofis underwritten, the number right of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested Stockholders to participate in such registration shall be borne conditioned on such Stockholders’ participation in such underwriting. Upon receipt of any such request from the Initiating Stockholders, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such other Stockholders shall have the right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Preferred Registrable Shares and/or Other Registrable Shares as such Stockholders may request in such notice of election. All Stockholders proposing to distribute their Preferred Registrable Shares and/or Other Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that is mutually agreeable to the Company and the Stockholders holding a majority of the Preferred Registrable Shares and/or Other Registrable Shares that the Stockholders requested for inclusion in such registration. The Company shall, at its own expense and as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 (or any successor form), of all Preferred Registrable Shares and/or Other Registrable Shares that the Company has been requested to so register. If the underwriter advises the holders of Preferred Registrable Shares and/or Other Registrable Shares requesting registration hereunder that, in its good faith view, marketing factors require a limitation of the number of shares to be underwritten, then the Company shall exclude from such registration (a) first, securities held by any Person who does not have any contractual rights to cause the Company to register such securities, (b) second, securities held by any Person with such contractual rights other than those granted under this Agreement, (c) third, any registered for primary issue securities held by the Company; provided, however(d) fourth, that (i) Other Registrable Shares pro rata among the Company shall have no liability for such expenses if holders thereof on the basis of the respective number of Other Registrable Shares requested to be included in such registration and (e) fifth, Preferred Registrable Shares pro rata among the holders thereof on the basis of the respective number of Preferred Registrable Shares requested to be included in such registration. If any Registration Statement requested pursuant to this Section 3.1 does not become effective due solely to or remain effective for a period of one hundred eighty (180) days (or, if earlier, until all Preferred Registrable Shares and/or Other Registrable Shares covered thereby have been sold), the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in request for such registration shall bear underwriting and selling discounts and commissions attributable not be included as one (1) of the registrations that may be requested pursuant to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to 3.1 and shall be at the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end sole expense of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above.

Required Registrations. At any time or times after After six (6) months following 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, IXC may notify if ERP notifies the Company in writing that it (i) intends desires to offer or cause to be offered for public sale all of it Registrable Securities, then the Company will either (i) elect to make a primary offering, or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that use its best efforts to promptly effect the Company cause such Registrable Securities to be registered registration under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt Act of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by ERP and any such Person to be registered under the Securities Act within 125 days other holders of the notification by IXC, piggyback registration rights in accordance with the terms of this Section 2.2; provided4.2 on Form S-3, howeveror if such form is not then available to the Company, that unless such other appropriate form for disposition in accordance with the intended method or methods of disposition stated in such request. If ERP intends to distribute the Registrable Securities by means of an underwriting, it shall so advise the Company in its request. In the event such registration becomes effective and remains is underwritten, the right of other holders to participate shall be conditioned on such holders' participation in effect for 60 dayssuch underwriting. Pursuant to this Section 4.2, such registration the Company shall not be counted as obligated to effect more than one of the three requests for registration that may be made by IXC statement under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them4.2. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 60 days during any 12 twelve-month period of timeperiod, if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Company Company's Board of Directors determines reasonably and in good faith that such disclosure would have a material adverse effect Material Adverse Effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the The Company shall not be required to effect cause a registration under statement requested pursuant to this Section 2.2 more than 135 4.2 to become effective prior to 90 days following the end filing date of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared statement initiated by the Company. If a demand , if the request for registration is requested during such period, subject has been received by the Company subsequent to the second preceding sentencegiving of written notice by the Company, made in good faith, to ERP that the Company will commence such is commencing to prepare a Company-initiated registration promptly following the end statement (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 next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to Commission under the Securities Act is applicable); provided, however, that the Company shall use its best efforts to facilitate the demand registrations provided for aboveachieve such effectiveness promptly thereafter.

Required Registrations. 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), IXC may notify the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; providedPROVIDED, howeverHOWEVER, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; providedPROVIDED, howeverHOWEVER, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; providedPROVIDED, howeverHOWEVER, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; providedPROVIDED, howeverHOWEVER, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above.

Required Registrations. At (a) If at any time or times at least six months after the effective date hereof of its initial public offering (so long as IXC the "Initial Public Offering") and prior to five years following such effective date, the Company shall own Registrable Securities which are not eligible for sale be requested in writing by IXC under Rule 144(kthe Holder(s) of at least 50% of the Securities Act), IXC may notify the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of outstanding shares of Registrable Securities to be disposed of and effect the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered registration under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt Act of such notification, subject to Section 2.7 hereofoutstanding shares of Registrable Securities having an anticipated selling price of no less than $2,000,000, the Company will notify all of the Persons who would be entitled to shall promptly give written notice of a such proposed registration under Existing Registration Rights or Other Registration Rights to all record Holders of its receipt of such notificationRegistrable Securities. Upon Such Holders shall have the right, by giving written request of any such Person delivered notice to the Company within 30 days after from receipt from of the Company Company's notice, to elect to have included in such registration such of their Registrable Securities as such notificationHolders may request in such notice of election. Thereupon, the Company will shall, as expeditiously as practicable, use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered effect the registration, on a form of general use under the Securities Act within 125 days Act, of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration all shares of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter would adversely affect such offering, then which the Company may (subject has been requested to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities and other securities which would otherwise be underwritten pursuant to this Section 2.2register. The Company shall advise IXC and the other Persons who requested not be obligated to participate in such cause to become effective more than two registration promptly after such determination by the underwriter, and the number of securities that are entitled statements pursuant to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that which Registrable Securities or other securities be included in such registration and underwriting in proportionare sold under this Section 8.2(a). Notwithstanding the foregoing, as nearly as practicable, if the Company shall furnish to their respective holdings the Holders of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested requesting registration pursuant to this Section 2.28.2(a) a certificate signed by the President of the Company stating that the Board has made the good faith judgment that it would be detrimental to the Company and its shareholders for such registration statement to be filed in the near future, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if obligation to use its best efforts to file and cause to become effective such registration statement may be deferred for a period which shall require the preparation of audited financial statements for any interim period not otherwise prepared exceed 180 days. This deferral right may not be exercised by the Company. If a demand Company on more than one occasion for each registration is requested during such period, subject pursuant to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for abovethis Section 8.2(a).

Required Registrations. (a) 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 beginning upon the earlier of the Securities Act), IXC may notify the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) July 1, 2002 and (ii) request the expiration of six (6) months after the date of closing of the Initial Public Offering, and ending upon the tenth anniversary of the date of this Agreement (when the registration rights provided for in this Section 2.1(a) shall expire and terminate), a Stockholder or Stockholders holding in the aggregate more than twenty percent (20%) of the Registrable Shares may request, in writing, that the Company cause effect the registration on Form S-1 or Form S-2 (or any successor form) of Registrable Shares owned by such Registrable Securities to be registered under Stockholder or Stockholders having a fair market value (based upon the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all closing price of the Persons who would be entitled to notice Registrable Shares on the date of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request or the estimated market value of any such Person delivered the shares to be registered, if no active public trading market for the Company's Common Stock then exists) of at least $5,000,000. If the Stockholders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registrationtheir request. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter would adversely affect such offering, then the Company may (subject to the allocation priority set forth below) exclude from event such registration and underwriting some or all of the Registrable Securities and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereofis underwritten, the number right of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested Stockholders to participate in such registration shall be borne by the Company; providedconditioned on such Stockholders' participation in such underwriting. Upon receipt of any such request, however, that (i) the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have no liability for such expenses if such registration does not become effective due solely the right, by giving written notice to the action or failure Company within thirty (30) days after the Company provides its notice, to act of IXC and (ii) IXC and other Persons who requested elect to participate have included in such registration shall bear underwriting and selling discounts and commissions attributable to such of their Registrable Securities Shares as such Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, subject to this Section 2.1(a), the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-1 or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing Form S-2 (or any successor form) of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if all Registrable Shares which the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 requested to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for aboveso register.

Required Registrations. At any time 4.1. Subject to the last sentence of Section 4.3, within 90 days following written request from a Preferred Stockholder or times after the date hereof Preferred Stockholders holding not less than thirty-five percent (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k35%) of the Securities Act)then outstanding Preferred Registrable Shares, IXC may notify the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests Transcend shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of such Preferred Registrable Securities in connection with an underwritten public offering under this Shares on Form S-1 or Form S-2 (or any successor forms) or other appropriate Registration Statement designated by such Preferred Stockholder or Stockholders. Subject to the last sentence of Section 2.24.3, if within 90 days following written request from a Common Stockholder or Common Stockholders holding not less than thirty-five percent (35%) of the underwriter determines that then outstanding Common Registrable Shares, Transcend shall use its best efforts to effect the registration of securities in excess of an amount determined such Common Registrable Shares on Form S-1 or Form S-2 (or any successor forms) or other appropriate Registration Statement designated by such underwriter would adversely affect such offering, then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some Common Stockholder or all of the Registrable Securities and other securities which would otherwise be underwritten pursuant to this Section 2.2Stockholders. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested Any demand registration pursuant to this Section 2.2, then such registration shall not 4.1 must be counted as one underwritten on a firm commitment basis by an investment banker of recognized national or regional standing in the three requests for registration that may be made by IXC under this Section 2.2United States. All expenses The right of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested Stockholders to participate in such underwritten registration shall be borne by conditioned on such Stockholders' participation in such underwriting upon the Company; providedsame terms and conditions. Upon receipt of any such request, however, that (i) the Company Transcend shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have no liability for such expenses if such registration does not become effective due solely the right, by giving written notice to the action or failure Transcend within 30 days after Transcend provides its notice, to act of IXC and (ii) IXC and other Persons who requested elect to participate have included in such registration shall bear underwriting and selling discounts and commissions attributable to such of their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company Shares as such Stockholders may postpone the filing request in such notice of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such periodelection, subject to the second preceding sentence, the Company will commence such registration promptly following the end approval of the next fiscal yearunderwriter managing the offering. The Company will enter into customary agreements Thereupon, Transcend shall, as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 or Form S-2 (including underwriting agreementsor any successor form) reasonably acceptable or such other appropriate Registration Statement designated by such Stockholder or Stockholders, of all Registrable Shares which Transcend has been requested to the Company to facilitate the demand registrations provided for aboveso register.

Required Registrations. (a) At any time after six (6) months after Company’s Initial Public Offering, an Investor Stockholder or times after Investor Stockholders holding in the date hereof aggregate at least a majority of the Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(kor any successor form) of the Securities Act)Registrable Shares owned by such Investor Stockholder or Investor Stockholders having an aggregate offering price (based on the then current market price or fair value) of $5,000,000 otherwise. If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, IXC may notify they shall so advise the Company in writing that it (i) intends their request. In the event such registration is underwritten, the right of other Investor Stockholders to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests participate shall be conditioned on such Stockholders’ participation in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2underwriting. Upon receipt of any such notification, subject to Section 2.7 hereofrequest, the Company will notify all of the Persons who would be entitled to shall promptly give written notice of a such proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notificationto all Investor Stockholders. Upon Such Investor Stockholder shall have the right, by giving written request of any such Person delivered notice to the Company within 30 days after receipt from the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such notificationInvestor Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Investor Stockholders may not be included in the offering, then all Investor Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. If the underwriter has not limited the number of Registrable Shares to be underwritten, the Company may include securities for its own account (or, with the consent of the holders of a majority of the Registrable Shares requested to be included in such registration, for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Shares that would otherwise have been included in such registration and underwriting will not thereby be limited. Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration on Form S-1 (or any successor form) of all Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities Shares which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 requested to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for aboveso register.

Required Registrations. 3.1 At any time or times after six (6) months after the date hereof consummation of the Company’s initial public offering of its equity securities, the Initiating Shareholders may request in writing, on up to that number of separate occasions provided in the definition of “Initiating Shareholders”, that the Company effect a registration on Form S-1 (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(kor any successor form) of Class A Registrable Shares owned by one or more Shareholders. If the Securities Act)Initiating Shareholders intend to distribute the Class A Registrable Shares by means of an underwriting, IXC may notify they shall so advise the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registrationtheir request. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter would adversely affect such offering, then the Company may (subject to the allocation priority set forth below) exclude from event such registration and underwriting some or all of the Registrable Securities and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereofis underwritten, the number right of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested Shareholders to participate in such registration shall be borne by conditioned on such Shareholders’ participation in such underwriting on the Company; providedsame terms and conditions. Upon receipt of any such request from the Initiating Shareholders, however, that (i) the Company shall promptly give written notice of such proposed registration to all other Shareholders. Such other Shareholders (other than any Shareholder that has at any time defaulted on its obligations in respect of a Reinsurance Draw) shall have no liability for such expenses if such registration does not become effective due solely the right, by giving written notice to the action or failure Company within thirty (30) days after the Company provides its notice, to act of IXC and (ii) IXC and other Persons who requested elect to participate have included in such registration such of their Class A Registrable Shares as such Shareholders may request in such notice of election. All Shareholders proposing to distribute their Class A Registrable Shares through such underwriting shall bear enter into an underwriting agreement in customary form with an underwriter or underwriters that is mutually agreeable to the Company and selling discounts and commissions attributable to their the Shareholders holding a majority-in-interest of the Class A Registrable Securities or other securities being registered and transfer taxes on shares being sold by themShares that the Shareholders requested for inclusion in such registration. The Company may postpone shall, at its own expense and as expeditiously as possible, use its best efforts to effect the filing registration, on Form S-1 (or any successor form), of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if all Class A Registrable Shares that the Company has been advised requested to so register. If the underwriter advises the holders of Registrable Shares requesting registration hereunder that, in its good faith view, marketing factors require a limitation of the number of shares to be underwritten, then the Company shall exclude from such registration (a) first, securities held by legal counsel any Person who does not have any contractual rights to cause the Company to register such securities (including, without limitation, any Shareholder that such filing would require the disclosure has at any time defaulted on its obligations in respect of a material transaction or Reinsurance Draw), (b) second, securities held by any Person with such contractual rights other matter and the Company determines reasonably and in good faith that than those granted under this Agreement, (c) third, shares held by any Defaulting Investors pro rata among such disclosure would have a material adverse effect Defaulting Investors on the Companybasis of the respective number of Class A Registrable Shares owned by such holders requesting to be included in such registration, (d) fourth, shares held by the holders of Class A Registrable Shares who are Institutional Investors (other than any Defaulting Investors) pro rata among such holders on the basis of the respective number of Class A Registrable Shares owned by such holders requesting to be included in such registration, and (e) fifth, shares held by the holders of Class A Registrable Shares who are not Institutional Investors pro rata among such holders on the basis of the respective number of Class A Registrable Shares requested by them to be included in such registration. Notwithstanding anything in this Section 2.2 to the contraryforegoing, the Company shall not be required obligated to effect file a Registration Statement relating to any registration request under this Section 2.2 more than 135 days following 3.1 (i) unless the end aggregate gross proceeds of the Company's fiscal yearRegistrable Shares to be sold in such offering is reasonably expected to be at least $50 million and (ii) within a period of ninety (90) days (or such lesser period as the managing underwriters in an underwritten offering may permit) after the effective date of any other Registration Statement relating to any registration requested under this Section 3.1 or Section 4.1. If any Registration Statement requested pursuant to this Section 3.1 does not become effective or, if after any Registration Statement requested pursuant to this Section 3.1 becomes effective, less than fifty percent (50%) of the Class A Registrable Shares requested to be included in such registration have been sold thereunder, the request for such registration shall require not be included as one of the preparation registrations or Shelf Takedowns (as defined below) that may be requested pursuant to this Section 3.1 or Section 3.3 and shall be at the sole expense of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following (other than, for the end avoidance of the next fiscal year. The Company will enter into customary agreements (including doubt, applicable underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for abovediscounts and commissions).

Required Registrations. (a) At any time or times after the date hereof earlier of: (so long as IXC shall own i) twelve (12) months following the completion of the sale of the Common Stock in the Offering, or (ii) six months after the completion of the Company's initial public offering, holders of at least one-half of the then outstanding shares of the Registrable Securities which are not eligible may request, in writing, that the Company effect the registration of Registrable Securities (as defined in Section 7 hereof) owned by such holders on a form that may be used for sale the registration of Registrable Securities. If the holders initiating the registration intend to distribute the Registrable Securities by IXC under Rule 144(k) means of the Securities Act)an underwriting, IXC may notify they shall so advise the Company in writing their request. In the event such registration is underwritten, the right of other holders to participate shall be conditioned on such holders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all holders of the Registrable Securities and holders of Common Stock who have been granted registration rights. Such holders shall have the right, by giving written notice to the Company within 30 days after the Company provides its notice, to elect to have included in such registration a number of their securities, including the Registrable Securities, as such holders may request in such notice of election; provided that it if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the securities, including the Registrable Securities, requested to be registered by all holders may not be included in the offering, then subject to the priority rights, if any, of: holders of shares subject to the Registration Rights Agreement dated November 13, 1998 (the "AOL Shares") between the Company and America Online, Inc., (the "AOL Rights Agreement"); holders of the shares issued to Health Plan Services, Inc. ("HPS") subject to the Registration Rights Agreement (the "HPS Shares") between the Company and HPS dated May 29, 1998 (the "HPS Registration Rights Agreement"); holders of the Series C Preferred Stock; Provident American Corporation and its subsidiaries subject to Registration Rights Agreements dated March 30, 1999 (the "Provident Shares"), and other holders of registration rights granted by the Company, the Company shall include in such registration: (i) intends first, the securities of the holders of the AOL Shares requesting registration pursuant to offer or cause the terms of the AOL Rights Agreement to the extent entitled to registration under the AOL Rights Agreement; (ii) second, the securities of the holders of the HPS Shares unless the HPS Shares are eligible for resale pursuant to Rule 144 without regard to volume limitations; (iii) third, the securities of the holders of the common stock issuable upon the conversion of the Series C Preferred Stock, the securities of the holder of the common stock issuable upon the conversion of the Series D Preferred Stock and the securities issuable upon the exercise of the warrant granted to UICI, pro rata based on the number of shares requested to be offered for public sale included; (iv) fourth, the securities of holders of the Provident Shares; (v) fifth, the securities of holders of common stock issuable upon the conversion of the Series A Preferred Stock; (vi) sixth, the securities of the holders of Common Stock pursuant to the terms of the Registration Rights Agreement, dated May 7, 1999 and May 11, 1999; (vii) seventh, the securities issuable upon the exercise of warrants granted to ING Baring Xxxxxx Xxxx, LLC; (viii) eighth, the securities issuable upon the exercise of warrants granted to First Health Group Corp.; (ix) ninth, the securities issuable upon the exercise of warrants granted to Aetna/US Healthcare; (x) tenth, the securities issuable upon the exercise of warrants granted to Blue Cross and Blue Shield Association; (xi) eleventh, the securities of the Purchasers or their successors or assigns where such entities hold Registrable Securities; and (xii) twelfth, the other securities requested to be included therein by the other holders of the Company securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of shares owned by each such holder. To the extent that all or any portion of its the Registrable Securities (requested to be included in the underwritten offering cannot be included, holders of Registrable Securities shall participate in such requests shall be in writing and shall state offering pro rata among such Purchasers, based on the number of shares of Registrable Securities each holder proposed to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2include. Upon receipt of such notification, subject to Section 2.7 hereofThereupon, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notificationshall, the Company will as expeditiously as possible, use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under effect the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration (on a form that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of used for the registration of the Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration Securities) of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 requested to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for aboveso register.

Required Registrations. (a) At any time or times after the date hereof closing of the Company's first underwritten public offering of shares of Common Stock pursuant to a Registration Statement, a Stockholder or Stockholders holding in the aggregate at least 35% of the then outstanding Registrable Shares may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(kor any successor form) of Registrable Shares owned by such Stockholders having an aggregate offering price of at least $10,000,000 (based on the Securities Actthen current market price or fair value). If the Stockholder or Stockholders THIRD AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT SILVERSTREAM SOFTWARE, IXC may notify INC. -4- 5 initiating the registration intend(s) to distribute the Registrable Shares by means of an underwriting, such Stockholder or Stockholders shall so advise the Company in writing that it (i) intends its request. In the event such registration is underwritten, the right of other Stockholders to offer or cause to be offered for public sale all or any portion of its Registrable Securities (participate in such requests registration shall be conditioned on such Stockholders' participation in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2underwriting. Upon receipt of any such notification, subject to Section 2.7 hereofrequest, the Company will notify all of the Persons who would be entitled to shall promptly give written notice of a such proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notificationto all other Stockholders. Upon Such Stockholders shall have the right, by giving written request of any such Person delivered notice to the Company within 30 days after receipt from the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such notificationStockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Registrable Shares requested to be registered by all Stockholders may not be included in the offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. Thereupon, the Company will shall, as expeditiously as possible, use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration on Form S-1 or Form S-2 (or any successor form) of all Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities Shares which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 requested to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for aboveso register.

Required Registrations. (a) At any time or times after six (6) months after the effective date hereof of the IPO, the Required Holders may request, in writing, on up to two (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k2) separate occasions, that the Company effect a registration on Form S-1 (or any successor form) of Registrable Shares. If the Securities Act)Required Holders intend to distribute the Registrable Shares by means of an underwriting, IXC may notify they shall so advise the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registrationtheir request. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter would adversely affect such offering, then the Company may (subject to the allocation priority set forth below) exclude from event such registration and underwriting some or all of the Registrable Securities and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereofis underwritten, the number right of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested Investors to participate in such registration shall be borne conditioned on such Investors’ participation in such underwriting. Upon receipt of any such request from the Required Holders, the Company shall promptly give written notice of such proposed registration to all other Investors. Such other Investors shall have the right, by giving written notice to the Company; providedCompany within thirty (30) days after the Company provides its notice, howeverto elect to have included in such registration such of their Registrable Shares as such Investors may request in such notice of election. All Investors proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or underwriters that is mutually agreeable to the Company and the Investors holding a majority-in-interest of the Registrable Shares that the Investors requested for inclusion in such registration. The Company shall, at its own expense and as expeditiously as possible, use commercially reasonable efforts to effect the registration, on Form S-1 (or any successor form), of all Registrable Shares that the Company has been requested to so register. If the underwriter advises the Company that, in its good faith view, marketing factors require a limitation of the number of shares to be underwritten, then the Company shall exclude from such registration (i) first, securities held by any Person who does not have any contractual rights to cause the Company shall have no liability for to register such expenses if securities, (ii) second, securities held by any Person with such contractual rights other than those granted under this Agreement and (iii) third, Registrable Shares held by the Investors pro rata among such Investors on the basis of the respective number of Registrable Shares requested to be included in such registration. If any registration statement requested pursuant to this Section 6.1(a) does not become effective due solely or, after any registration statement requested pursuant to this Section 6.1(a) becomes effective, less than fifty percent (50%) of the action or failure to act of IXC and (ii) IXC and other Persons who Registrable Shares requested to participate be included in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being have been sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrarythereunder, the Company request for such registration shall not be required included as one of the registrations that may be requested pursuant to effect a registration under this Section 2.2 more than 135 days following 6.1(a) and shall be at the end sole expense of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above.

Required Registrations. At If at any time or times after the date hereof (so long as IXC Company shall own Registrable Securities which are not eligible for sale be requested by IXC under Rule 144(k) any of the Securities Act)Purchasers (or the successors and assigns of any of the Purchasers, IXC may notify the Company in writing that it (i) intends to offer or cause who for purposes of this Section 7 shall be deemed to be offered for public sale all included within the term Purchaser) who holds, or any portion upon the conversion of its Registrable Securities (such requests shall be Shares held by the Purchaser would hold, in writing and shall state the aggregate, at least the number of shares Conversion Shares that would be issuable upon the conversion of Registrable 50% of the Shares held in the aggregate by the Purchasers (including the Dividend Shares), to effect the registration under the Securities Act of the Shares, the Dividend Shares or the Conversion Shares, the Company shall notify in writing all Purchasers of the receipt of the registration request within 10 days of said receipt and shall use its reasonable efforts promptly to be disposed of and effect the intended method of disposition registration under the Securities Act of such shares Shares, Dividend Shares and Conversion Shares as were covered by IXC) and (ii) the original request that the Company cause such Registrable Securities or as may be requested to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights in one or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person more writings delivered to the Company within 30 days after receipt from the giving of notice by the Company to all Purchasers, for disposition in accordance with the intended method or methods of disposition specified by the Purchaser requesting registration of such Shares, Dividend Shares and Conversion Shares, as well as to effect any notification, registration or qualification under any state securities laws which shall be reasonably necessary to permit the sale of such Shares, Dividend Shares and Conversion Shares. The registration statement filed by the Company will use its reasonable best efforts to cause with the SEC for the registration of such Registrable Securities Shares, Dividend Shares and Conversion Shares shall be kept effective for such period as may be requested by IXC or such securities as may be requested by in the registration request, including any such Person to be registered period then permitted under Rule 415 under the Securities Act within 125 days of the notification by IXC, (it being understood that in accordance with the terms of this Section 2.2; providedno case, however, that unless such shall the Company be required to keep any registration becomes hereunder effective for a period of more than two years in the aggregate, not including any period in which sales of Shares, Dividend Shares or Conversion Shares cannot be made thereunder). Any obligation of the Company to register Shares, Dividend Shares or Conversion Shares shall be deemed satisfied when a registration statement covering the Shares, Dividend Shares and the Conversion Shares shall be declared effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have remained effective for the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2period specified above. All expenses of such any registration and offering and the reasonable under this paragraph (including, without limitation, registration fees and expenses fees and disbursements of one independent counsel for IXC and the other Persons who requested to participate in such registration Company's counsel) shall be borne by the Company; provided, however, except that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not bear underwriting discounts or commissions attributable to Shares, Dividend Shares or Conversion Shares, fees and expenses of any separate counsel for the Purchasers selling Shares, Dividend Shares or Conversion Shares or any related transfer taxes. The Company shall only be required to effect a file two registration under statements covering the Shares, Dividend Shares or Conversion Shares pursuant to the terms of this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above7.2.

Required Registrations. (a) At any time after December 31, 1993, a Stockholder or times after Stockholders (the date hereof "Requesting Stockholder or Stockholders") may request, in writing, that the Company effect the registration on Form S-3 (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(kor any successor form) of Registrable Shares owned by such Requesting Stockholder or Stockholders having an aggregate offering price of at least $3,000,000 (based on the Securities Actthen current market price). If the Requesting Stockholders intend to distribute the Registrable Shares by means of an underwriting, IXC may notify they shall so advise the Company in writing that it (itheir request. The managing underwriter(s) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing selected by the Requesting Stockholders and shall state be subject to the number approval of shares of Registrable Securities to the Company, which approval shall not be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2unreasonably withheld. Upon receipt of any such notification, subject to Section 2.7 hereofrequest, the Company will notify all of the Persons who would be entitled to shall promptly give written notice of a such proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notificationto all other Stockholders. Upon Such other Stockholders shall have the right, by giving written request of any such Person delivered notice to the Company within 30 days after receipt from the Company of such notificationprovides its notice, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person elect to be registered under the Securities Act within 125 days of the notification by IXC, have included in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains such of their Registrable Shares as such other Stockholders may request in effect for 60 days, such registration shall not be counted as one notice of the three requests for registration election; provided that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter (if any) managing the offering determines that the registration that, because of securities in excess of an amount determined by such underwriter would adversely affect such offeringmarketing factors, 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who Shares requested to participate in such registration promptly after such determination be registered by the underwriter, and the number of securities that are entitled to all Stockholders may not be included in the registration and underwriting offering, then all the Registrable Shares of the Requesting Stockholders shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the offering, and other Stockholders who have requested registration and underwriting shall be allocated participate in the registration pro rata among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings themselves based upon the number of Registrable Securities and other securities; Shares which they have requested to be so registered, provided, however, that if the Registrable Shares of the Requesting Stockholders equal or exceed the number of Registrable Securities pursuant Shares determined by the underwriter to be includible in such offering, the Requesting Stockholders shall participate in the registration shall be reduced to a number which is less than 80% of pro rata among themselves based upon the number of Registrable Securities as Shares which they have requested to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC so registered and the other Persons who requested to participate in such registration Stockholders shall be borne by the Company; providednot participate. Thereafter, however, that (i) the Company shall have no liability for such expenses if such shall, as expeditiously as possible, use its best efforts to effect the registration does not become effective due solely to the action on Form S-3 (or failure to act any successor form) of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their all Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if Shares which the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 requested to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for aboveso register.

Required Registrations. At If at any time or times after the date hereof (so long as IXC Company shall own Registrable Securities which are not eligible for sale be ---------------------- requested by IXC under Rule 144(k) any of the Securities Act)Purchasers (or the successors and assigns of any of the Purchasers, IXC may notify the Company in writing that it (i) intends to offer or cause who for purposes of this Section 7 shall be deemed to be offered for public sale all included within the term Purchaser) who holds, or any portion upon the conversion of its Registrable Securities (such requests shall be Shares held by the Purchaser would hold, in writing and shall state the aggregate, at least the number of shares Conversion Shares that would be issuable upon the conversion of Registrable 50% of the Shares held in the aggregate by the Purchasers (including the Dividend Shares), to effect the registration under the Securities Act of the Shares, the Dividend Shares or the Conversion Shares, the Company shall notify in writing all Purchasers of the receipt of the registration request within 10 days of said receipt and shall use its reasonable efforts promptly to be disposed of and effect the intended method of disposition registration under the Securities Act of such shares Shares, Dividend Shares and Conversion Shares as were covered by IXC) and (ii) the original request that the Company cause such Registrable Securities or as may be requested to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights in one or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person more writings delivered to the Company within 30 days after receipt from the giving of notice by the Company to all Purchasers, for disposition in accordance with the intended method or methods of disposition specified by the Purchaser requesting registration of such Shares, Dividend Shares and Conversion Shares, as well as to effect any notification, registration or qualification under any state securities laws which shall be reasonably necessary to permit the sale of such Shares, Dividend Shares and Conversion Shares. The registration statement filed by the Company will use its reasonable best efforts to cause with the SEC for the registration of such Registrable Securities Shares, Dividend Shares and Conversion Shares shall be kept effective for such period as may be requested by IXC or such securities as may be requested by in the registration request, including any such Person to be registered period then permitted under Rule 415 under the Securities Act within 125 days of the notification by IXC, (it being understood that in accordance with the terms of this Section 2.2; providedno case, however, that unless such shall the Company be required to keep any registration becomes hereunder effective for a period of more than two years in the aggregate, not including any period in which sales of Shares, Dividend Shares or Conversion Shares cannot be made thereunder). Any obligation of the Company to register Shares, Dividend Shares or Conversion Shares shall be deemed satisfied when a registration statement covering the Shares, Dividend Shares and the Conversion Shares shall be declared effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have remained effective for the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2period specified above. All expenses of such any registration and offering and the reasonable under this paragraph (including, without limitation, registration fees and expenses fees and disbursements of one independent counsel for IXC and the other Persons who requested to participate in such registration Company's counsel) shall be borne by the Company; provided, however, except that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not bear underwriting discounts or commissions attributable to Shares, Dividend Shares or Conversion Shares, fees and expenses of any separate counsel for the Purchasers selling Shares, Dividend Shares or Conversion Shares or any related transfer taxes. The Company shall only be required to effect a file two registration under statements covering the Shares, Dividend Shares or Conversion Shares pursuant to the terms of this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above7.2.

Required Registrations. At any time or times after (i) If the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of Holder notifies the Securities Act), IXC may notify the Company Borrower in writing that it (i) the Holder intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereofSecurities, the Company Borrower will notify all of cause the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities Conversion Shares as may be requested by IXC or such securities as may be requested by any such Person the Holder to be registered included in a registration statement under the Securities Act within 125 days of 1933, as amended (the notification by IXC, in accordance "Securities Act"). In connection with the terms of this Section 2.2; provided, however, that unless such one (1) registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten Borrower pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter8(b), and the number all expenses of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and the reasonable fees and expenses of not more than one independent counsel for the Holder will be borne by the Borrower, except that the Holder will bear underwriting in proportiondiscounts and commissions and transfer taxes on shares being sold by the Holder. The Borrower shall not be required to file any registration statement for securities other than shares of Common Stock, as nearly as practicablealthough any conversion of this Note may be conditioned upon such registration statement becoming effective, to their respective holdings the extent that the conversion relates to Conversion Shares covered by the Holder's written notice of Registrable Securities an intended public offering. In connection with all other registrations made by the Borrower pursuant to this Section 8(b), all expenses of any such registrations (other than audit and other securities"blue sky" fees and expenses, which fees and expenses will be borne by the Borrower) shall be borne by the Holder; provided, however, that if the number Borrower for its own account or any other holder of Registrable Securities pursuant shares elects to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC register its shares under this Section 2.2. All 8(b) as permitted below, the expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne pro rata by all parties to the Company; providedregistration based upon the ratio that the number of such shares being registered by such entity bears to the total number of shares to be registered pursuant to this Section 8(b). Except as provided in Section 8(c), howeverthis Section 8(b) will not apply to a request for registration on Form S-3 (or successor form) which will be governed by Section 8(c). In the event any registration attempted under this Section 8(b) pursuant to which the Borrower would be responsible for the above expenses of the Holder is not consummated, that (i) then the Company Borrower shall have no liability for pay such expenses if such registration does not become effective due solely and shall remain responsible for the above expenses of the Holder with respect to the action or failure to act of IXC and one (ii1) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a consummated registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above8(b).

Required Registrations. At If on any time or times three (3) occasions after the date hereof the Investors and Jalkut (so long as IXC shall own collectively, the "Holders") holding a majority of the Registrable Securities which are not eligible for sale held by IXC under Rule 144(k) of the Securities Act), IXC may all Holders notify the Company in writing that it (i) intends the Holders intend to offer or cause to be offered for public sale all or any portion of its or their Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereofSecurities, the Company will notify all of the Persons Holders who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights SECTION 3.1 above of its receipt of such notificationnotification from such Holder or Holders and any other holder of piggyback registration rights. Upon the written request of any such Person Holder or Holders delivered to the Company within 30 20 days after receipt from the Company of such notification, the Company will either (i) elect to make a primary offering in which case the rights of such Holders to participate in such offering shall be as set forth in SECTION 3.1 above (except that the Company shall not be permitted to limit the number of shares which may be registered by any Holder and Holders holding a majority of the Registrable Securities requested to be included in such required registration will have the right to select the underwriter), or (ii) use its reasonable best efforts to cause such of the Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person Holders to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by themSECTION 3.2. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 60 days during any 12 twelve-month period of timeperiod, if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the The Company shall not be required to effect cause a registration statement requested pursuant to this SECTION 3.2 to become effective prior to the later of (a) 90 days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders holding Registrable Securities that the Company is commencing to prepare a Company-initiated registration statement (other than registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the SEC under this Section 2.2 more than 135 the Securities Act is applicable) and (b) 30 days following the end of any "lock-up" or "black out" period imposed on the Company pursuant to or in connection with any underwriting or purchase agreement relating to an underwritten Rule 144A or registered public offering of securities of the Company's fiscal year; PROVIDED, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such periodHOWEVER, subject to the second preceding sentence, that the Company will commence shall use its best efforts to achieve such registration effectiveness promptly following the end of the next fiscal year. The Company will enter into customary agreements period set forth in clause (including underwriting agreementsa) reasonably acceptable to the Company to facilitate the demand registrations provided for or (b) above, as applicable.

Required Registrations. At any time 4.1. Subject to the last sentence of Section 4.3, within 90 days following written notice from a Preferred Stockholder or times after the date hereof Stockholders holding not less than thirty-five percent (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k35%) of the Securities Act)then outstanding Preferred Registrable Shares, IXC may notify the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests Transcend shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of such Preferred Registrable Securities in connection with an underwritten public offering under this Shares on Form S-1 or Form S-2 (or any successor forms) or other appropriate Registration Statement designated by such Preferred Stockholder or Stockholders. Subject to the last sentence of Section 2.24.3, if within 90 days following written notice from a Common Stockholder or Stockholders holding not less than thirty-five percent (35%) of the underwriter determines that then outstanding Common Registrable Shares, Transcend shall use its best efforts to effect the registration of securities in excess of an amount determined such Common Registrable Shares on Form S-1 or Form S-2 (or any successor forms) or other appropriate Registration Statement designated by such underwriter would adversely affect such offering, then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some Common Stockholder or all of the Registrable Securities and other securities which would otherwise be underwritten pursuant to this Section 2.2Stockholders. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested Any demand registration pursuant to this Section 2.2, then such registration shall not 4.1 must be counted as one underwritten on a firm commitment basis by an investment banker of recognized national or regional standing in the three requests for registration that may be made by IXC under this Section 2.2United States. All expenses The right of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested Stockholders to participate in such underwritten registration shall be borne by conditioned on such Stockholders' participation in such underwriting upon the Company; providedsame terms and conditions. Upon receipt of any such request, however, that (i) the Company Transcend shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have no liability for such expenses if such registration does not become effective due solely the right, by giving written notice to the action or failure Transcend within 30 days after Transcend provides its notice, to act of IXC and (ii) IXC and other Persons who requested elect to participate have included in such registration shall bear underwriting and selling discounts and commissions attributable to such of their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company Shares as such Stockholders may postpone the filing request in such notice of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such periodelection, subject to the second preceding sentence, the Company will commence such registration promptly following the end approval of the next fiscal yearunderwriter managing the offering. The Company will enter into customary agreements Thereupon, Transcend shall, as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 or Form S-2 (including underwriting agreementsor any successor form) reasonably acceptable or such other appropriate Registration Statement designated by such Stockholder or Stockholders, of all Registrable Shares which Transcend has been requested to the Company to facilitate the demand registrations provided for aboveso register.

Required Registrations. (A) At any time or times after an Initial Public Offering upon 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), IXC may notify the Company in writing that it (i) intends written request to offer or cause to be offered for public sale all or register any portion of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Stock under the Securities Act made by Holders of (i) more than 15% of the then existing shares of Registrable Conversion Stock or (ii) Registrable Conversion Stock that would have an estimated aggregate offering price of at least $20 million, the Company will use its best efforts to effect the registration of such Registrable Stock under the Securities Act on Form X-0, X-0 or any similar short-form registration, or if Form X-0, X-0 or such similar short-form registration is not available, on Form S-1 or any similar long-form registration and the registration or qualification thereof under all applicable state securities or blue sky laws, but only to the extent provided for in the following provisions of this Agreement. A request pursuant to this Section 2(A) shall state the intended method of disposition of the Registrable Stock sought to be disposed registered. Whenever the Company shall, pursuant to this Section 2(A), be requested to effect the registration of and any Registrable Stock under the Securities Act, the Company shall promptly give written notice of such proposed registration to all Holders of Registrable Stock, stating that such Holders have the right to request that any or all of the Registrable Stock owned by them be included in such registration. The Company shall include in such registration all Registrable Stock with respect to which the Company receives written requests from the Holders thereof for inclusion therein (stating the intended method of disposition of such shares by IXC) Stock); and (ii) request that thereupon the Company cause such Registrable Securities will, as expeditiously as possible, use its best efforts to be registered effect the registration, under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, Registrable Stock which the Company will notify all of the Persons who would be entitled has been requested to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of register for disposition by such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, Holders in accordance with the terms intended method of this Section 2.2; provideddisposition described in the requests of such Holders, however, that unless all to the extent requisite to permit such registration becomes effective and remains in effect for 60 days, sale or other disposition by such registration shall not be counted as one Holders of the three requests for Registrable Stock so registered. Notwithstanding the above, the Company shall only be obligated to effect one registration that may be made by IXC under this Section 2.2. IXC shall have on Form S-1 or any similar long-form registration unless in any such registration, the right to select the investment banker(s) and manager(s) (which shall be Holders of national standing and reputation) to administer any underwritten public offering under this Section 2.2Registrable Stock are not permitted, subject pursuant to the execution and delivery by such investment banker(s) provisions of Section 8(A), to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 register all of the shares of Registrable Securities and other securities Stock which would otherwise they have requested be underwritten pursuant to this Section 2.2registered, in which case the Holders may request a second registration on Form S-1 or any similar long-form registration, if Form S-2 or S-3 or such similar short-form registration is not available. The Company No Management Shareholder shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are be entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities initiate or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to request a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.22(A), then such registration shall not be counted as one of the three requests for registration that but a Management Shareholder may be made by IXC under this Section 2.2. All expenses of include its Management Stock in such registration and offering in registrations effected pursuant to Section 2(C) and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period3 hereof, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for aboverestrictions contained in Section 8 hereof.

Required Registrations. 2.1 At any time or times after the earlier of (a) the date hereof of a Redemption Default and (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(kb) the third anniversary of the Effective Date, TW may request, in writing, on up to two (2) separate occasions, that the Company effect a registration on Form S-1 (or any successor form) of Registrable Shares owned by one or more Investors. If TW intends to distribute the Securities Act)Registrable Shares by means of an underwriting, IXC may notify it shall so advise the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registrationrequest. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter would adversely affect such offering, then the Company may (subject to the allocation priority set forth below) exclude from event such registration and underwriting some or all of the Registrable Securities and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereofis underwritten, the number right of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested Investors to participate in such registration shall be borne by the Company; providedconditioned on such Investors’ participation in such underwriting. Upon receipt of any such request from TW, however, that (i) the Company shall promptly give written notice of such proposed registration to all other Investors. Such other Investors shall have no liability for such expenses if such registration does not become effective due solely the right, by giving written notice to the action or failure Company within thirty (30) days after the Company provides its notice, to act of IXC and (ii) IXC and other Persons who requested elect to participate have included in such registration shall bear underwriting and selling discounts and commissions attributable to such of their Registrable Securities Shares as such Investors may request in such notice of election. All Investors proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement in customary form with an underwriter or other securities being registered underwriters that is mutually agreeable to the Company and transfer taxes on shares being sold by themTW. The Company may postpone shall, at its own expense and as expeditiously as possible, use its best efforts to effect the filing registration, on Form S-1 (or any successor form), of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if all Registrable Shares that the Company has been advised by legal counsel that such filing would require requested to so register. If the disclosure underwriter advises the holders of a material transaction or other matter and the Company determines reasonably and Registrable Shares requesting registration hereunder that, in its good faith that such disclosure would have view, marketing factors require a material adverse effect on limitation of the Company. Notwithstanding anything in this Section 2.2 number of shares to the contrarybe underwritten, then the Company shall exclude from such registration (i) first, securities held by any Person who does not have any contractual rights to cause the Company to register such securities, (ii) second, securities held by any Person with such contractual rights other than those granted under this Agreement and (iii) third, shares held by the holders of Registrable Shares pro rata among such holders on the basis of the respective number of shares of Class A Common Stock requested to be included in such registration. If any registration statement requested pursuant to this Section 2.1 does not become effective, the request for such registration shall not be required included as one of the registrations that may be requested pursuant to effect a registration under this Section 2.2 more than 135 days following 2.1 and shall be at the end sole expense of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above.

Required Registrations. 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), IXC may notify the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for 100 any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above.

Required Registrations. At If on any time two occasions (providing the offering is consummated) one 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) more holders of at least 60% of the Securities Act), IXC may Registrable Shares shall notify the Company in writing that it (i) intends or they desire to offer or cause to be offered for public sale all or any portion at least thirty percent (30%) of its the Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereofShares, the Company will so notify all holders of the Persons Registrable Shares, including all holders who would be entitled have a right to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notificationacquire Registrable Shares. Upon the written request of any such Person delivered to the Company holder given within 30 fifteen (15) days after the receipt by such holder from the Company of such notification, the Company will use its reasonable best efforts to cause such of the Registrable Securities as may be requested by IXC or such securities Shares as may be requested by any such Person holder thereof (including the holder or holders giving the initial notice of intent to offer) to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of as expeditiously as possible on Form S-1 or Form SB-2 or their respective successor registration statement forms. The Company shall not be required to effect more than two registrations pursuant to this Section 2.2; provided, however, that unless such 5.02 (providing the offering is consummated). If the Company determines to include shares to be sold by it or by other selling shareholders in any registration becomes effective and remains in effect for 60 daysrequest pursuant to this Section 5.02, such registration shall be deemed to have been a "piggy back" registration under Section 5.01, and not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a "demand" registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with 5.02 if the underwriting of such registration. In the case of the registration holders of Registrable Securities Shares are unable to include in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter would adversely affect such offering, then the Company may (subject to the allocation priority set forth below) exclude from any such registration and underwriting some or all statement eighty-five percent (85%) of the Registrable Securities and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who Shares initially requested to participate for inclusion in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by themstatement. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a registration pursuant to this Section 5.02 unless the minimum market value of any offering and registration of Registrable Shares made pursuant thereto is at least $3,000,000, before calculation of underwriting discounts and commissions. The holders of Registrable Shares may not exercise their rights under this Section 2.2 more than 135 days 5.02 until the earlier to occur of (i) twenty (20) months following the end date of the Closing or (ii) 180 days after the effectiveness of any registration statement covering the Initial Public Offering. No request for registration under this Section 5.02 may be made within the one hundred and eighty day period after the effective date of a registration statement filed by the Company or while the Company is in the process of preparing a registration statement. The Company shall have the right to delay any registration under this section for up to 90 days if the Company's Board of Directors reasonably determines such delay is necessary in view of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for abovecurrent circumstances.

Required Registrations. At (A) Subject to the terms of this Registration Rights Agreement, upon the written request (the "Request") to register 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), IXC may notify the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Stock under the Securities Act made at any time prior to the five year anniversary of the Effective Date of this Registration Rights Agreement by Holders of not less than 10% of the shares of Registrable Stock specifying the intended method of disposition thereof, KCS will use commercially reasonable efforts to effect the registration of Registrable Stock under the Securities Act for disposition in accordance with the intended method of disposition stated in the Request, to the extent requisite to permit the disposition (in accordance with the intended method set forth in the Request) of the Registrable Stock to be disposed so registered, but only to the extent provided for in the following provisions of this Registration Rights Agreement. Whenever KCS shall, pursuant to this Section 2(A), be requested to effect the registration of any Registrable Stock under the Securities Act, KCS shall, within ten (10) Business Days after receipt of the Request, give written notice of such proposed registration to all Holders of Registrable Stock, stating that such Holders have the right to request that any or all of the Registrable Stock owned by them be included in such registration and specifying the intended filing date of the Registration Statement relating to such Request (which date shall be at least ten (10) Business Days after the date such notice is sent to the Holders). KCS shall include in such registration all Registrable Stock with respect to which KCS receives written requests from the Holders thereof for inclusion therein (stating the intended method of disposition of such shares by IXCRegistrable Stock) and within the ten (ii10) request that Business Days prior to the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all filing of the Persons who would be entitled Registration Statement relating to notice of a proposed registration under Existing such request. KCS will use commercially reasonable efforts to file the Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered Statement relating to the Company within 30 days after receipt Request to permit the disposition of all Registrable Stock as to which KCS has received notices from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, Holders in accordance with the terms intended methods of this Section 2.2; provided, however, that unless disposition set forth in such registration becomes effective and remains in effect for 60 days, such registration shall notices not be counted as one later than thirty (30) Business Days after receipt by KCS of the three requests for registration initial Request; provided that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company KCS shall not be required to file a Registration Statement prior to the 180th day after the consummation of the Acquisition (it being understood that if a Request is made prior to such time the filing of such Registration Statement shall be deferred until such 180th day). Thereafter, KCS shall use its commercially reasonable efforts to have the Registration Statement declared effective at the earliest practicable time and shall use its commercially reasonable efforts to keep such Registration Statement effective for the period of time required to effect the disposition by such Holders in accordance with the intended method of disposition described in the requests of such Holders, all to the extent requisite to permit such sale or other disposition by such Holders of the Registrable Stock so registered. So long as KCS is eligible to use Form S-3 (or any successor form) under the Securities Act, any Request may specify that the Registration Statement be a registration "shelf registration" permitting the offering of Registrable Stock registered thereby on a delayed or continuous basis pursuant to Rule 415 under this Section 2.2 the Securities Act (or any successor rule), in which case, KCS shall use its commercially reasonable efforts to maintain such Registration Statement continuously effective and usable for sales thereunder for a period of not more than 135 days following the end of the Company's fiscal one year, if such registration ; provided that KCS shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject be required hereunder to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for abovefile more than one "shelf registration".

Required Registrations. At If on any time two (2) occasions at least one year apart, after June 30, 1997, one or times after more of the date hereof (so long as IXC shall own Holders of an aggregate of a majority of the Registrable Securities which are not eligible for sale then outstanding and held by IXC under Rule 144(k) the Holders, including any shares of Common Stock issued or issuable upon conversion of the Securities Act)Warrants then outstanding, IXC may shall notify the Company in writing that it (i) intends he or they intend to offer or cause to be offered for public sale all or any portion of its their Registrable Securities (such requests shall be in writing and shall state the number having an offering price of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereofnot less than $500,000, the Company will notify all of the Persons Holders who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights Section 8.1 of its receipt of such notificationnotification from such Holder or Holders. Upon the written request of any such Person Holder delivered to the Company within 30 fifteen (15) days after receipt from the Company of such notification, the Company will either (i) elect to make a primary offering in which case the rights of the Holders shall be as set forth in Section 8.1, except that the Company shall not be permitted to limit the number of shares which may be registered by any Holder, or (ii) use its reasonable best efforts to cause such of the Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person Holders (including the Holders giving the initial notice of intent to register hereunder) to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.28.2. All expenses of such registration registrations and offering offerings and the reasonable fees and expenses of not more than one independent counsel for IXC and the other Persons who requested to participate in such registration Holders shall be borne by the Company; provided, however, except that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration Holders shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and registered, transfer taxes on shares being sold by themsuch Holders and the expense of any special audit of the Company's financial statements if the notice requesting registration does not reasonably permit the use of existing or contemplated audited statements. The Company shall not be required to cause a registration statement requested pursuant to this Section 8.2 to become effective prior to sixty (60) days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company is commencing to prepare a Company-initiated registration statement (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); provided, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such sixty (60) day period if the request pursuant to this Section 8.2 has been made prior to the -12- C/M: 11926.0033 414869.5 expiration of such ninety (90) day period. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of timethirty (30) days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter factor and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above.

Required Registrations. (A) At any time or times here after upon the written request to register shares of Registrable Stock having an aggregate fair market value of not less than $500,000 (based upon the reported closing bid price of Common on the date hereof (so long as IXC for which such price is reported last preceding the date of the request, or if there is no such reported closing price, based upon a good faith estimate of fair market value received from an investment banking firm selected by the requesting Holders) under the Securities Act made by Holders of not less than a majority of the then existing Shares of Registrable Stock, the Company will use its best efforts to effect the registration of Registrable Stock under the Securities Act and the registration or qualification thereof under all applicable state securities or blue sky laws. A request pursuant to this Section 2(A) shall own state the intended method of disposition of the Registrable Securities which are not eligible for sale by IXC Stock sought to be registered. Whenever the Company shall, pursuant to this Section 2(A), be requested to effect the registration of any Registrable Stock under Rule 144(k) of the Securities Act), IXC may notify the Company in writing that it (i) intends shall promptly give written notice of such proposed registration to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of shares Holders of Registrable Securities Stock, stating that such Holders have the right to request that any or all of the Registrable Stock owned by them be disposed of and included in such registration. The Company shall include in such registration all Registrable Stock with respect to which the Company receives written requests from the Holders thereof for inclusion therein (stating the intended method of disposition of such shares by IXC) Stock); and (ii) request that thereupon the Company cause such Registrable Securities will, as expeditiously as possible, use its best efforts to be registered effect the registration, under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, Registrable Stock which the Company will notify all of the Persons who would be entitled has been requested to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of register for disposition by such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, Holders in accordance with the terms intended method of disposition described in the requests of such Holders, all to the extent requisite to permit such sale or other disposition by such Holders of the Registrable Stock so registered. The Holders of at least a majority of the Registrable Stock included in a Registration Statement filed pursuant to this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC 2 shall have the right to select the investment banker(s) and manager(s) (which banker or bankers who shall be serve as the manager and/or co-managers for the offering of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery Securities covered by such investment banker(sRegistration Statement. (B) to From and after the date, if any, that the Company of a confidentiality agreement in form and substance satisfactory is entitled to the Company. If requested in writing register Common for sale by the Company, IXC and Holders thereof under the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with Securities Act on Form S-3 or any underwriters retained in connection with form hereafter adopted by the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant Exchange Commission to this Section 2.2. The Company shall advise IXC and take the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number place of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereofForm S-3, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above.Holder

Required Registrations. At (a)Subject to the conditions of this Section 2, at any time time, Lender and/or Xxxxxx may request, in writing, that the Company effect the registration on Form S-1, or times after the date hereof if available, Form S-3 (so long as IXC shall own or any successor form) of Registrable Securities which are not eligible for sale owned by IXC under Rule 144(k) such person. If Lender or Xxxxxx, as applicable, intends to distribute the Registrable Securities by means of the Securities Act)an underwriting, IXC may notify it shall so advise the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion its request of such intention and of its Registrable Securities (selection of an underwriter. In the event such requests registration is underwritten, the right of other Shareholders to participate shall be conditioned on such Shareholders’ participation in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2underwriting. Upon receipt of any such notification, subject to Section 2.7 hereofrequest, the Company will notify all of the Persons who would be entitled to shall promptly give written notice of a such proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notificationto all other Shareholders. Upon Such Shareholders shall have the right, by giving written request of any such Person delivered notice to the Company within 30 thirty (30) days after receipt from the Company provides its notice, to elect to have included in such registration such of such notification, the Company will use its reasonable best efforts to cause such their Registrable Securities as they may be requested by IXC or request in such securities as may be requested by any such Person to be registered under the Securities Act within 125 days notice of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2election, subject to the execution and delivery by such investment banker(s) to approval of the underwriter managing the offering. Thereupon, the Company of a confidentiality agreement in form and substance satisfactory shall, as expeditiously as possible, use its best efforts to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of effect the registration of all Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter would adversely affect such offering, then which the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who has been requested to participate in such registration promptly after such determination by so register. If the underwriter, and managing underwriter or underwriters have not limited the number of securities that are entitled to be included underwritten, the Company may include securities for its own account or the account of others in such registration if the registration managing underwriter or underwriters so agree and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, if the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be which would otherwise have been included in such registration and underwriting will not thereby be decreased. If the managing underwriter or underwriters have limited the number of securities to be underwritten, the Company will include in proportionsuch registration, as nearly as practicableprior to the inclusion of any securities which are not Registrable Securities, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant requested to be included which in the opinion of such registration shall underwriters can be reduced to a number which is less than 80% sold without adversely affecting the marketability of the offering, pro-rata among the respective holders thereof on the basis of the number of Registrable Securities as that each holder has requested to which IXC requested registration pursuant to this Section 2.2, then be included in such registration shall not be counted as one (with any applicable Warrants constituting Registrable Securities included in such calculation assuming they have been exercised, but without duplication of the three requests for registration any Common Stock that may be made by IXC under this Section 2.2. All expenses of received in connection with such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action actual or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for aboveassumed exercise).

Required Registrations. At (a) If at any time or times after prior to three years following the date hereof (so long as IXC Effective Date, the Company shall own Registrable Securities which are not eligible for sale be requested in writing by IXC under Rule 144(kthe Holder(s) of at least 50% of the Securities Act), IXC may notify the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of outstanding shares of Registrable Securities to be disposed of and effect the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered registration under the Securities Act; providedAct of outstanding shares of Registrable Securities having an anticipated selling price (i.e., however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt aggregate gross proceeds) of such notification, subject to Section 2.7 hereofno less than $5,000,000, the Company will notify all of the Persons who would be entitled to shall promptly give written notice of a such proposed registration under Existing Registration Rights or Other Registration Rights to all record Holders of its receipt of such notificationRegistrable Securities. Upon Such Holders shall have the right, by giving written request of any such Person delivered notice to the Company within 30 days after from receipt from of the Company Company's notice, to elect to include in such registration such of their Registrable Securities as such notificationHolders may request in such notice of election. Thereupon, the Company will shall, as expeditiously as practicable, use its reasonable best efforts to cause such effect the registration, on a form of general use under the Securities Act, of all shares of Registrable Securities which the Company has been requested to register. The Company shall not be obligated to cause to become effective more than one registration statement pursuant to which Registrable Securities are sold under this Section 2(a). Notwithstanding the foregoing, if the Company shall furnish to the Holders of Registrable Securities requesting registration pursuant to this Section 2(a) a certificate signed by the President of the Company stating that the Board has made the good faith judgment that it would be materially detrimental to the Company and its stockholders for such registration statement to become effective or to remain effective as may long as such registration statement would otherwise be requested by IXC required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or such securities other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as may be requested by any such Person confidential or (z) would render the Company unable to be registered comply with requirements under the Securities Act within 125 days of or Exchange Act, the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC Company shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith defer taking action with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant respect to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above.ninety

Required Registrations. At If on any time or times three (3) occasions after the date hereof the Investors and Jalkut (so long as IXC shall own collectively, the "Holders") holding a majority of the Registrable Securities which are not eligible for sale held by IXC under Rule 144(k) of the Securities Act), IXC may all Holders notify the Company in writing that it (i) intends the Holders intend to offer or cause to be offered for public sale all or any portion of its or their Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereofSecurities, the Company will notify all of the Persons Holders who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights SECTION 7.1 above of its receipt of such notificationnotification from such Holder or Holders and any other holder of piggyback registration rights. Upon the written request of any such Person Holder or Holders delivered to the Company within 30 20 days after receipt from the Company of such notification, the Company will either (i) elect to make a primary offering in which case the rights of such Holders to participate in such offering shall be as set forth in SECTION 7.1 above (except that the Company shall not be permitted to limit the number of shares which may be registered by any Holder and Holders holding a majority of the Registrable Securities requested to be included in such required registration will have the right to select the underwriter), or (ii) use its reasonable best efforts to cause such of the Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person Holders to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by themSECTION 7.2. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 60 days during any 12 twelve-month period of timeperiod, if the Company has been advised by legal counsel that such filing would require a special audit or the disclosure of a material impending transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the The Company shall not be required to effect cause a registration statement requested pursuant to this SECTION 7.2 to become effective prior to the later of (a) 90 days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders holding Registrable Securities that the Company is commencing to prepare a Company-initiated registration statement (other than registration effected solely to implement an employee benefit plan or a transaction to which Rule 145 or any other similar rule of the SEC under this Section 2.2 more than 135 the Securities Act is applicable) and (b) 30 days following the end of any "lock-up" or "black out" period imposed on the Company pursuant to or in connection with any underwriting or purchase agreement relating to an underwritten Rule 144A or registered public offering of securities of the Company's fiscal year; PROVIDED, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such periodHOWEVER, subject to the second preceding sentence, that the Company will commence shall use its best efforts to achieve such registration effectiveness promptly following the end of the next fiscal year. The Company will enter into customary agreements period set forth in clause (including underwriting agreementsa) reasonably acceptable to the Company to facilitate the demand registrations provided for or (b) above, as applicable."

Required Registrations. At 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) earlier of the Securities Act), IXC may notify the Company in writing that it (i) intends ---------------------- six months after the first public offering of securities of the Company or (ii) the third anniversary of the date of this Agreement, the Company shall receive from the Requisite Holders a written notice requesting the Company to offer or cause to be offered for effect a registration of a public sale of all or any portion of its the Registrable Securities (such requests Securities, the Company shall be in writing and shall state the number of shares notify all Holders of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights Section 2(a) of its receipt of such notificationnotification from such Requisite Holders. Upon the written request of any such Person Holder of Registrable Securities delivered to the Company within 30 fifteen (15) days after receipt from the Company of such notificationa notification from the Requisite Holders, the Company will shall, as soon as practicable, either (i) make a public offering of its securities pursuant to a Registration Statement in which case the rights of such Holders shall be as set forth in Section 2(a) or (ii) use its reasonable best efforts to cause such of the Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person Holders (including the Requisite Holders giving the initial notice of intent to register hereunder) to be registered on a Registration Statement. Notwithstanding the foregoing, the Company shall not be required to cause a Registration Statement requested pursuant to this Section 2(b) to become effective prior to one hundred eighty (180) days following the effective date of a registration statement initiated by the Company, if the request for registration has been received by the Company subsequent to the giving of written notice by the Company, made in good faith, to the Holders to the effect that the Company is commencing to prepare a Company-initiated registration statement (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 within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2is applicable); provided, -------- however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory shall use its best efforts to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of achieve such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, ------- effectiveness promptly following such one hundred eighty (180)-day period if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten request pursuant to this Section 2.2. The Company shall advise IXC and 2(b) has been made prior to the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses expiration of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that hundred eighty (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them180)-day period. The Company may postpone the filing of any registration statement Registration Statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of timesixty (60) days, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything If, in connection with any underwritten public offering of securities of the Company that is initiated by the Holders pursuant to this Section 2.2 2(b), the managing underwriter or underwriters shall have informed the Company, in writing, that in the opinion of such underwriter or underwriters the total number of shares which the Company, the Holders and any other Persons participating in such registration intend to include in such offering is such as to materially and adversely affect the success of such offering, then there shall be included in such offering only such number of shares as such underwriter or underwriters advise the Company can be sold in such offering, and the shares to be included in such offering shall be determined in accordance with the following priorities: (w) first, there shall be included such Registrable Securities as were requested to be included by the Holders who requested such registration pursuant to the contraryterms of this Section 2(b), (x) second, there shall be included such Registrable Securities as other Holders have requested to be included by in such offering pursuant to their rights under the terms of Section 2(a) hereof, reduced or limited, to the extent necessary, pro rata among such Holders based on the number of Registrable -------- Securities requested to be included in such registration by each such Holder, (y) third, there shall be included such shares as were requested by the Company shall not to be required to effect a registration under this Section 2.2 more than 135 days following the end of included in such offering for the Company's fiscal yearown account, reduced or limited to the extent necessary, and (z) fourth, there shall be included such shares as were requested to be included by all other Persons in such offering, reduced or limited, to the extent necessary, in accordance with the priorities, if any, then existing among the Company and such other Persons. No Person may participate in any registration shall require hereunder that is underwritten unless such Person (A) agrees to sell such Person's securities on the preparation of audited financial statements for basis provided in any interim period not otherwise prepared underwriting arrangements approved by the Company and the Requisite Holders, (B) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting agreements, and (C) takes such other actions as the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following Requisite Holders or the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to underwriters retained by the Company may reasonably request in order to expedite or facilitate the demand registrations provided for abovedisposition of such Person's securities.

Required Registrations. (a) At any time or times on up to three occasions after the date hereof earlier of (so long as IXC i) six months after any registration statement covering a public offering of equity securities of the Company under the Securities Act shall own Registrable have become effective and (ii) December 31, 1993, the holders of Restricted Securities which are not eligible for sale by IXC under Rule 144(kconstituting at least forty percent (40%) of the total shares of Restricted Securities Act), IXC then outstanding may notify request the Company in writing that it (i) intends to offer or cause to be offered for public sale register under the Securities Act all or any portion of its Registrable the Restricted Securities held by such requesting holder or holders for sale in the manner specified in such notice, provided that the Restricted Securities for which registration has been requested shall constitute at least ten percent (10%) of the total Restricted Securities originally issued if such requests holder or holders shall request the registration of less than all of the Restricted Securities then held by such holder or holders (or any lesser percentage if the reasonably anticipated aggregate price to the public of such public offering would exceed $2,000,000). The only securities which the Company shall be in writing and required to register pursuant this Agreement shall state the number of be shares of Registrable Securities Common Stock. In any underwritten public offering contemplated by this Agreement, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale (in such public offering) of the shares of Common Stock issued upon conversion or exercise thereof and such Preferred Shares so sold shall be disposed deemed to have been "registered" for purposes of and this Agreement. Notwithstanding anything to the intended method of disposition of such shares by IXC) and (ii) contrary contained herein, no request that the Company cause such Registrable Securities to may be registered under the Securities Act; provided, however, that IXC may make only three requests for registration made under this Section 2.2. Upon receipt 4 within 120 days after the effective date of such notification, subject to Section 2.7 hereof, a registration statement filed by the Company will notify all covering a firm commitment underwritten public offering in which the holders of the Persons who would be Restricted Securities shall have been entitled to notice of a proposed join pursuant to Sections 5 or 6 and in which there shall have been effectively registered all Restricted Securities as to which registration under Existing Registration Rights or Other Registration Rights of its receipt of such notificationshall have been requested by the holders thereof. Upon the written request of any such Person delivered to If the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts determines to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person include shares to be registered under the Securities Act within 125 days of the notification sold by IXC, it in accordance with the terms of any registration request pursuant to this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days4, such registration shall not be counted as one decrease the number of the three requests for registration that may be made by IXC "demand" registrations available under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, 4 if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above.holders of

Required Registrations. At If on any time two (2) occasions at least one year apart, after September 30, 1997, one or times after more of the date hereof (so long as IXC shall own Holders of an aggregate of 10% or more of the Registrable Securities which are not eligible for sale then outstanding and held by IXC under Rule 144(k) of the Securities Act)all Holders, IXC may shall notify the Company Corporation in writing that it (i) intends he or they intend to offer or cause to be offered for public sale all or any portion of its their Registrable Securities (such requests shall be in writing and shall state the number having an offering price of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereofnot less than $2,000,000, the Company Corporation will notify all of the Persons Holders who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights Section 4.1 of its receipt of such notificationnotification from such Holder or Holders. Upon the written request of any such Person Holder delivered to the Company Corporation within 30 fifteen (15) days after receipt from the Company Corporation of such notification, the Company Corporation will either (i) elect to make a primary offering in which case the rights of the Holders shall be as set forth in Section 4.1, except that the Corporation shall not be permitted to limit the number of shares which may be registered by any Holder, or (ii) use its reasonable best efforts to cause such of the Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person Holders (including the Holders giving the initial notice of intent to register hereunder) to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.24.2. All expenses of such registration registrations and offering offerings and the reasonable fees and expenses of not more than one independent counsel for IXC and the other Persons who requested to participate in such registration Holders shall be borne by the Company; providedCorporation, however, except that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration Holders shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and registered, transfer taxes on shares being sold by themsuch Holders and the expense of any special audit of the Corporation's financial statements if the notice requesting registration does not reasonably permit the use of existing or contemplated audited statements. The Company Corporation shall not be required to cause a registration statement requested pursuant to this Section 4.2 to become effective prior to sixty (60) days following the effective date of a registration statement initiated by the Corporation, if the request for registration has been received by the Corporation subsequent to the giving of written notice by the Corporation, made in good faith, to the Holders of Registrable Securities to the effect that the Corporation is commencing to prepare a Corporation-initiated registration statement (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); provided, however, that the Corporation shall use its best efforts to achieve such effectiveness promptly following such sixty (60) day period if the request pursuant to this Section 4.2 has been made prior to the expiration of such sixty (60) day period. The Corporation may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of timethirty (30) days, if the Company Corporation has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter factor and the Company Corporation determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for aboveCorporation.

Required Registrations. At (a) If at any time or times after the date hereof (so long as IXC shall own earlier of termination in accordance with its terms of the Services Agreement or September 30, 1998, the Registrable Securities which Shares are not eligible and continue to be ineligible for sale by IXC under resale pursuant to Rule 144(k) a holder or holders of an aggregate of at least 51% of the Securities ActRegistrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or any successor form) of Registrable Shares owned by such holder or holders having an aggregate offering price of at least $500,000 (based on the then current market price). If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, IXC may notify they shall so advise the Company in their request. In the event such registration is underwritten, the right of other holders of Registrable Shares to participate shall be conditioned on such holders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all holders of Registrable Shares. Such holders of Registrable Shares shall have the right, by giving written notice to the Company within 20 days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such holders may request in such notice of election, subject to the approval of the underwriter managing the offering as provided below. Thereupon, the Company shall, as expeditiously as possible, use reasonable commercial efforts to effect the registration, on Form S-3 (or any successor form), of all Registrable Shares which the Company has been requested to so register. Notwithstanding any other provision of this Section 8.3, if the distribution of Registrable Shares is to be effected by means of an underwriting and the managing underwriter advises the holders of Registrable Shares initiating the registration in writing that it (i) intends to offer or cause to be offered for public sale all or any portion marketing factors require a limitation of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter would adversely affect such offeringunderwritten, then the Company may (subject to holders of Registrable Shares initiating the allocation priority set forth below) exclude from such registration and underwriting some or shall so advise all holders of the Registrable Securities and other securities Shares which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and included in the other Persons who requested to participate in such registration promptly after such determination by the underwriter, underwriting and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities Registrable Shares that may be included in the registration and underwriting shall be allocated among IXC all such holders of Registrable Shares, including the holders of Registrable Shares initiating the registration, in proportion (as nearly as practicable) to the amount of Registrable Shares owned by each such holder. If the distribution of Registrable Shares is to be effected by means of an underwriting and such other Persons requesting that the managing underwriter does not limit the number of Registrable Securities Shares to be underwritten, the Company or other holders of securities be of the Company who have registration rights similar to those set forth in Section 8.4 hereof may include Common Stock for their respective accounts in such registration if the managing underwriter states that such inclusion would not adversely effect the offering of Registrable Shares and if the number of Registrable Shares which would otherwise have been included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall will not thereby be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action limited or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for abovereduced.

Required Registrations. At any time or times after (a) Subject to the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(klimitations on registration set forth in Section 14(e) of below, if the Securities Act), IXC may notify Holder notifies the Company in writing that it (i) the Holder intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereofUnderlying Shares, the Company will notify all of cause the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities Underlying Shares as may be requested by IXC or such securities as may be requested by any such Person the Holder to be registered included in a registration statement under the Securities Act within 125 days of 1933, as amended (the notification "Securities Act"). In connection with one (1) registration made by IXC, in accordance with the terms of Company pursuant to this Section 2.2; provided14(b), however, that unless all expenses of such registration becomes effective and remains in effect the reasonable fees and expenses of not more than one independent counsel for 60 days, such registration shall not the Holder will be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing borne by the Company, IXC except that the Holder will bear underwriting discounts and commissions and transfer taxes on shares being sold by the Holder. The Company shall not be required to file any registration statement for securities other Persons participating in a than shares of Common Stock, although any conversion of this Note may be conditioned upon such registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in statement becoming effective, to the extent that the conversion relates to Underlying Shares covered by the Holder's written notice of an intended public offering. In connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined all other registrations made by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC 14(b), all expenses of any such registrations (other than audit and the other Persons who requested to participate in such registration promptly after such determination "blue sky" fees and expenses, which fees and expenses will be borne by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting Company) shall be allocated in borne by the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securitiesHolder; provided, however, that if the number Company for its own account or any other holder of Registrable Securities pursuant shares elects to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC register its shares under this Section 2.2. All 14(b) as permitted below, the expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne pro rata by all parties to the Company; providedregistration based upon the ratio that the number of such shares being registered by such entity bears to the total number of shares to be registered pursuant to this Section 14(b). Except as provided in Section 14(c), howeverthis Section 14(b) will not apply to a request for registration on Form S-3 (or successor form) which will be governed by Section 14(c). In the event any registration attempted under this Section 14(b) pursuant to which the Company would be responsible for the above expenses of the Holder is not consummated, that (i) then the Company shall have no liability for pay such expenses if such registration does not become effective due solely and shall remain responsible for the above expenses of the Holder with respect to the action or failure to act of IXC and one (ii1) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a consummated registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above14(b).

Required Registrations. At If on any time one (1) occasion after September 23, ---------------------- 1998, one or times after more of the date hereof Holders of at least fifty percent (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k50%) of the Registrable Securities Act), IXC may then outstanding shall notify the Company in writing that it (i) intends he or they intend to offer or cause to be offered for public sale all or any portion of its his or their Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereofSecurities, the Company will notify all of the Persons Holders of Registrable Securities who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights paragraph 6.1 above of its receipt of such notificationnotification from such Holder or Holders. Upon the written request of any such Person Holder delivered to the Company within 30 fifteen (15) days after receipt from the Company of such notification, the Company will either (i) elect to make a primary offering in which case the rights of such Holders shall be as set forth in paragraph 6.1 above (except that the Company shall not be permitted to limit the number of shares which may be registered by any Holder), or (ii) use its reasonable best efforts to cause such of the Registrable Securities as may be requested by IXC any Holders (including the Holder or such securities as may be requested by any such Person Holders giving the initial notice of intent to register hereunder) to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2paragraph 6.2. All expenses of such registration registrations and offering offerings and the reasonable fees and expenses of not more than one independent counsel for IXC and the other Persons who requested to participate in such registration Holders shall be borne by the Company; provided, however, Company except that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration Holders shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on of shares being sold by themthe Holders. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 sixty (60) days during any 12 twelve month period of timeperiod, if the Company has been advised by legal counsel, which counsel shall be acceptable to the Holders of Registrable Securities, that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the The Company shall not be required to effect cause a registration under statement requested pursuant to this Section 2.2 more than 135 paragraph 6.2 to become effective prior to ninety (90) days following the end effective date of the Company's fiscal year, if such a registration shall require the preparation of audited financial statements for any interim period not otherwise prepared statement initiated by the Company. If a demand , if the request for registration is requested during such period, subject has been received by the Company subsequent to the second preceding sentencegiving of written notice by the Company, made in good faith, to the Holders of Registrable Securities to the effect that the Company will commence is commencing to prepare a Company-initiated registration statement (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); provided, however, that the Company shall use its best efforts to achieve such registration effectiveness promptly following such 90-day period if the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable request pursuant to this paragraph 6.2 has been made prior to the Company to facilitate the demand registrations provided for aboveexpiration of such 90-day period.

Required Registrations. At (a) A Securityholder or Securityholders holding in the aggregate at least 40% of the Registrable Shares then held by all Securityholders may request, in writing, that the Company effect the registration on Form S-1 or Form S-2 (or 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(ksuccessor form) of Registrable Shares owned by such Securityholder or Securityholders having an aggregate offering price of at least $7,500,000 (based on the Securities Actthen current market price or fair market value). If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, IXC may notify they shall so advise the Company in writing that it (i) intends their request. In the event such registration is underwritten, the right of other Securityholders to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests participate shall be conditioned on such Securityholders' participation in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2underwriting. Upon receipt of such notification, subject any request for registration pursuant to Section 2.7 hereofthis paragraph (a), the Company will notify all of the Persons who would be entitled to shall promptly give written notice of a such proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notificationto all other Securityholders. Upon Such other Securityholders shall have the right, by giving written request of any such Person delivered notice to the Company within 30 days after receipt from the Company of such notificationprovides its notice, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person elect to be registered under the Securities Act within 125 days of the notification by IXC, have included in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains such of their Registrable Shares as such Securityholders may request in effect for 60 days, such registration shall not be counted as one notice of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2election, subject to the execution and delivery by such investment banker(s) to approval of the Company of a confidentiality agreement in form and substance satisfactory to underwriter managing the Companyoffering. If requested in writing by the Company, IXC and written opinion of the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of managing underwriter the registration of all, or part of, the Registrable Securities in connection with an underwritten public offering under this Section 2.2, if Shares which the underwriter determines that the registration of securities in excess of an amount determined by such underwriter holders have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares owned by such holders which the managing underwriter believes may (subject to the allocation priority set forth below) exclude from be sold without causing such registration and underwriting some or all of the Registrable Securities and other securities which would otherwise be underwritten pursuant to this Section 2.2adverse effect. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and If the number of securities that are entitled Registrable Shares to be included in the underwriting in accordance with the foregoing is less than the total number of shares which the holders of Registrable Shares have requested to be included, then the holders of Registrable Shares who have requested registration and underwriting shall be allocated participate in the following manner: subject to Section 2.7 hereofunderwriting pro rata based upon their total ownership of Registrable Shares. Following a request for registration hereunder, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportionCompany shall, as nearly expeditiously as practicable, use its best efforts to their respective holdings effect the registration, on Form S-1 or Form S-2 (or any successor form), of all Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number Shares which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 requested to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for aboveso register.

Required Registrations. At If on any time occasion, one 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) more holders of the Securities Act), IXC may Required Demand Percentage shall notify the Company in writing that it (i) intends or they desire to offer or cause to be offered for public sale all or any portion at least 10% of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed Common Stock outstanding on the date hereof, assuming conversion in full of the Series A Preferred and exercise in full of all outstanding options and warrants, other than the intended method Fourth Warrants, having a minimum market value of disposition at least $2,000,000 before calculation of such shares by IXC) underwriting discounts and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereofcommissions, the Company will so notify all holders of the Persons Registrable Securities, including all holders who would be entitled have a right to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notificationacquire Registrable Securities. Upon the written request of any such Person delivered to the Company holder given within 30 15 days after the receipt by such holder from the Company of such notification, the Company will use its reasonable best efforts to cause such of the Registrable Securities as may be requested by IXC any holder thereof (including the holder or such securities as may be requested by any such Person holders giving the initial notice of intent to offer) to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2expeditiously as practicable. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect more than two registrations in any calendar year, nor more than four registrations in the aggregate, pursuant to this Section 2.02. If the Company determines to include shares to be sold by it or by other selling shareholders (other than any of the Parties) in any registration request pursuant to this Section 2.02, such registration shall be deemed to have been a "piggy back" registration under Section 2.01, and not a "demand" registration under this Section 2.2 more than 135 days following 2.02 if the end holders of Registrable Securities are unable to include in any such registration statement 85% of the Company's fiscal year, if Registrable Securities initially requested for inclusion in such registration shall require the preparation statement. The holders of audited financial statements for any interim period Registrable Securities may not otherwise prepared by the Company. If a demand registration is requested during such period, subject exercise their rights under this Section 2.02 prior to the second preceding sentenceearlier of (i) November 19, 1998, or (ii) 180 days after the Company will commence effective date of any registration statement covering the Initial Public Offering, or after the tenth anniversary of such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for aboveeffective date.

Required Registrations. At If on any time two (2) occasions at least one year apart, after September 30, 1997, one or times after more of the date hereof (so long as IXC shall own Holders of an aggregate of 10% or more of the Registrable Securities which are not eligible for sale then outstanding and held by IXC under Rule 144(k) of the Securities Act)all Holders, IXC may shall notify the Company Corporation in writing that it (i) intends he or they intend to offer or cause to be offered for public sale all or any portion of its their Registrable Securities (such requests shall be in writing and shall state the number having an offering price of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereofnot less than $2,000,000, the Company Corporation will notify all of the Persons Holders who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights Section 4.1 of its receipt of such notificationnotification from such Holder or Holders. Upon the written request of any such Person Holder delivered to the Company Corporation within 30 fifteen (15) days after receipt from the Company Corporation of such notification, the Company Corporation will either (i) elect to make a primary offering in which case the rights of the Holders shall be as set forth in Section 4.1, except that the Corporation shall not be permitted to limit the number of shares which may be registered by any Holder, or (ii) use its reasonable best efforts to cause such of the Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person Holders (including the Holders giving the initial notice of intent to register hereunder) to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.24.2. All expenses of such registration registrations and offering offerings and the reasonable fees and expenses of not more than one independent counsel for IXC and the other Persons who requested to participate in such registration Holders shall be borne by the Company; providedCorporation, however, except that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration Holders shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and registered, transfer taxes on shares being sold by themsuch Holders and the expense of any special audit of the Corporation's financial statements if the notice requesting registration does not reasonably permit the use of existing or contemplated audited statements. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company Corporation shall not be required to effect cause a registration under statement requested pursuant to this Section 2.2 more than 135 4.2 to become effective prior to sixty (60) days following the end effective date of a registration statement initiated by the Corporation, if the request for registration has been received by the Corporation subsequent to the giving of written notice by the Corporation, made in good faith, to the Holders of Registrable Securities to the effect that the Corporation is commencing to prepare a Corporation-initiated registration statement (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 Company's fiscal yearCommission under the Securities Act is applicable); provided, if however, that the Corporation shall use its best efforts to achieve such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above.effectiveness

Required Registrations. At 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 Company's initial public offering of securities pursuant to a registration statement filed with the SEC under Rule 144(k) of the Securities Act), IXC may Investors notify the Company in writing that it (i) intends they intend to offer or cause to be offered for public sale all or any portion of its their Registrable Securities (such requests shall be but in writing and shall state the number of shares of any event, Registrable Securities to be disposed having an aggregate proposed offering price of not less than $7,500,000 in the case of a registration on Form S-1 and not less than $3,000,000 in the intended method case of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for a registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereofon Form S-3), the Company will notify all the Holders of the Persons Registrable Securities who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights Section 3.1 above of its receipt of such notificationnotification from such Investors. Upon the written request of any such Person Holder delivered to the Company within 30 21 days after receipt from delivery by the Company of such notification, the Company will either (i) elect to make a primary offering in which case the rights of such Holders shall be as set forth in Section 3.1 above (except that the Company shall not be permitted to limit the number of shares which may be registered by any Investor), or (ii) use its reasonable best efforts to cause such of the Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person Holders to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.23.2. The Company shall advise IXC and the other Persons who requested in no event be obligated to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC effect under this Section 2.23.2 (a) more than three registrations, (b) more than two registrations in any twelve (12) month period, or (c) any registration on Form S-1 when the Company is eligible to use Form S-3 with respect to the relevant offering. All expenses At all times after the completion of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided's initial public offering, however, that (i) the Company shall have no liability use its best efforts to ensure the Company's eligibility for such expenses if such registration does not become effective due solely to on Form S-3, including the action or failure to act filing of IXC any reports with the Securities and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold Exchange Commission required by themForm S-3. The Company may postpone the filing of any registration statement required hereunder up to four (4) times during any twelve (12) month period for a reasonable period of time, time not to exceed 90 sixty (60) days during with respect to each such time (i.e., up to an aggregate of 240 days in any 12 twelve (12) month period of time, period) if the Company has been advised by legal counsel reasonably acceptable to the Investors (it being agreed that Goodxxx, Xxocter & Hoar XXX shall be acceptable for this purpose) that such filing would require a special audit or the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have result in a material adverse effect on detriment to the Company. Notwithstanding anything in this Section 2.2 to ; provided, however, that if (x) the contraryCompany has postponed the filing of registration statements requested hereunder four (4) times during a twelve (12) month period and (y) thereafter during such twelve (12) month period, a request for the filing of a registration statement is received hereunder, the Company shall may not be required to effect a postpone the filing of such registration under this Section 2.2 more than 135 days following statement even if the end date of the Company's fiscal year, if filing of such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If statement then falls in a demand registration is requested during such new twelve (12) month period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above.shall

Required Registrations. 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), IXC may notify the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be 115 allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above.. 116

Required Registrations. (a) 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), IXC may notify the Company in writing that it (i) intends commencing one year after the First Closing Date with respect to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Securities to be disposed of and Shares purchased on the intended method of disposition of such shares by IXC) First Closing Date and (ii) request that commencing one year after the Company cause such Registrable Securities Second Closing Date with respect to be registered under the Securities Act; providedShares purchased on the Second Closing Date, howeverthe Initiating Holders may request, in writing, that IXC may make only three requests for ACADIA effect the registration under this Section 2.2of Registrable Shares having an aggregate offering price of at least $2,500,000 (based on the then current market price). If the Initiating Holders intend to distribute the Registrable Shares by means of an underwriting, they shall so advise ACADIA in their request. In the event such registration is underwritten, the right of other Holders to participate shall be conditioned on such Holders’ participation in such underwriting. Upon receipt of any such notificationrequest, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to ACADIA shall promptly give written notice of a such proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notificationto all Holders. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC Such Holders shall have the right right, by giving written notice to select the investment banker(s) and manager(s) (which shall be ACADIA within ten days after ACADIA provides its notice, to elect to have included in such registration such of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by their Registrable Shares as such investment banker(s) to the Company Holders may request in such notice of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, election; provided that if the underwriter (if any) managing the offering determines that the registration that, because of securities in excess of an amount determined by such underwriter would adversely affect such offeringmarketing factors, 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who Shares requested to participate in such registration promptly after such determination be registered by the underwriter, and the number of securities that are entitled to all Holders may not be included in the offering, then all Holders who have requested registration and underwriting shall be allocated participate in the following manner: subject to Section 2.7 hereof, registration pro rata based upon the number of Registrable Shares which they have requested to be so registered. If the underwriter has not limited the number of Registrable Shares to be underwritten, ACADIA may include securities for its own account (or for the account of other stockholders) in such registration if the underwriter so agrees and if the number of Registrable Shares that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be would otherwise have been included in such registration and underwriting in proportionwill not thereby be limited. Thereupon, ACADIA shall, as nearly expeditiously as practicablepossible, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required use its best efforts to effect a the registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if all such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for aboveRegistrable Shares.

Required Registrations. At (A) Subject to the terms of this Registration Rights Agreement, upon the written request (the “Request”) to register 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), IXC may notify the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of shares of Registrable Stock under the Securities Act made at any time prior to the five year anniversary of the Effective Date of this Registration Rights Agreement by Holders of not less than 10% of the shares of Registrable Stock specifying the intended method of disposition thereof, KCS will use commercially reasonable efforts to effect the registration of Registrable Stock under the Securities Act for disposition in accordance with the intended method of disposition stated in the Request, to the extent requisite to permit the disposition (in accordance with the intended method set forth in the Request) of the Registrable Stock to be disposed so registered, but only to the extent provided for in the following provisions of this Registration Rights Agreement. Whenever KCS shall, pursuant to this Section 2(A), be requested to effect the registration of any Registrable Stock under the Securities Act, KCS shall, within ten (10) Business Days after receipt of the Request, give written notice of such proposed registration to all Holders of Registrable Stock, stating that such Holders have the right to request that any or all of the Registrable Stock owned by them be included in such registration and specifying the intended filing date of the Registration Statement relating to such Request (which date shall be at least ten (10) Business Days after the date such notice is sent to the Holders). KCS shall include in such registration all Registrable Stock with respect to which KCS receives written requests from the Holders thereof for inclusion therein (stating the intended method of disposition of such shares by IXCRegistrable Stock) and within the ten (ii10) request that Business Days prior to the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all filing of the Persons who would be entitled Registration Statement relating to notice of a proposed registration under Existing such request. KCS will use commercially reasonable efforts to file the Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered Statement relating to the Company within 30 days after receipt Request to permit the disposition of all Registrable Stock as to which KCS has received notices from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, Holders in accordance with the terms intended methods of this Section 2.2; provided, however, that unless disposition set forth in such registration becomes effective and remains in effect for 60 days, such registration shall notices not be counted as one later than thirty (30) Business Days after receipt by KCS of the three requests for registration initial Request; provided that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company KCS shall not be required to file a Registration Statement prior to the 180th day after the consummation of the Acquisition (it being understood that if a Request is made prior to such time the filing of such Registration Statement shall be deferred until such 180th day). Thereafter, KCS shall use its commercially reasonable efforts to have the Registration Statement declared effective at the earliest practicable time and shall use its commercially reasonable efforts to keep such Registration Statement effective for the period of time required to effect the disposition by such Holders in accordance with the intended method of disposition described in the requests of such Holders, all to the extent requisite to permit such sale or other disposition by such Holders of the Registrable Stock so registered. So long as KCS is eligible to use Form S-3 (or any successor form) under the Securities Act, any Request may specify that the Registration Statement be a registration “shelf registration” permitting the offering of Registrable Stock registered thereby on a delayed or continuous basis pursuant to Rule 415 under this Section 2.2 the Securities Act (or any successor rule), in which case, KCS shall use its commercially reasonable efforts to maintain such Registration Statement continuously effective and usable for sales thereunder for a period of not more than 135 days following the end of the Company's fiscal one year, if such registration ; provided that KCS shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject be required hereunder to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for abovefile more than one “shelf registration”.

Required Registrations. At (a) If at any time or times after prior to three years following the date hereof (so long as IXC Effective Date, the Company shall own Registrable Securities which are not eligible for sale be requested in writing by IXC under Rule 144(kthe Holder(s) of at least 50% of the Securities Act), IXC may notify the Company in writing that it (i) intends to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state the number of outstanding shares of Registrable Securities to be disposed effect the registration under the Securities Act of and outstanding shares of Registrable Securities having an anticipated selling price (i.e., aggregate gross proceeds) of no less than $5,000,000, the intended method of disposition Company shall promptly give written notice of such shares proposed registration to all record Holders of Registrable Securities. Such Holders shall have the right, by IXC) and (ii) request that giving written notice to the Company cause within 30 days from receipt of the Company's notice, to elect to include in such registration such of their Registrable Securities as such Holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as practicable, use its best efforts to be registered effect the registration, on a form of general use under the Securities Act, of all shares of Registrable Securities which the Company has been requested to register. The Company shall not be obligated to cause to become effective more than one registration statement pursuant to which Registrable Securities are sold under this Section 2(a). Notwithstanding the foregoing, if the Company shall furnish to the Holders of Registrable Securities requesting registration pursuant to this Section 2(a) a certificate signed by the President of the Company stating that the Board has made the good faith judgment that it would be materially detrimental to the Company and its stockholders for such registration statement to become effective or to remain effective as long as such registration statement would otherwise be required to remain effective because such action (x) would materially interfere with a significant acquisition, corporate reorganization or other similar transaction involving the Company, (y) would require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) would render the Company unable to comply with requirements under the Securities Act or Exchange Act, the Company shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after receipt of the request of the Holders; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter would adversely affect such offering, then the Company may (subject to not utilize this right more than once in any twelve-month period and provided further that the allocation priority set forth below) exclude from such registration and underwriting some or all of the Registrable Securities and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and not register any securities for the account of itself or any other Persons who requested stockholder during such ninety (90) day period other than a registration relating solely to participate in such employee benefit plans, or a registration promptly after such determination relating solely to a Commission Rule 145 transaction or any Rule adopted by the underwriterCommission in substitution therefor or in amendment thereto, and or a registration on any registration form which does not include substantially the number of securities that are entitled same information as would be required to be included in a Registration Statement covering the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings sale of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for aboveSecurities.

Required Registrations. At If on any time two (2) occasions on or times after the date hereof earlier of (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(ka) 180 days after the initial public offering of the Securities Act)Company, IXC may or (b) June 30, 1997, fifty percent (50%) in interest of the Holders shall notify the Company in writing that it (i) intends they intend to offer or cause to be offered for public sale all or any portion of its their Registrable Securities with an aggregate anticipated offering price of at least $5,000,000 (any such requests shall be in writing and shall state the number of shares of Registrable Securities notice to be disposed of and specify the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereofdistribution), the Company will notify all of the Persons Holders of Registrable Securities who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights Section 1 above of its receipt of such notificationnotification from such Holders; PROVIDED, HOWEVER, that if the Holders have not exercised both demand registration rights by the time that: (i) the Holders have had the opportunity to sell at least fifty percent (50%) of their Registrable Securities in registered offerings; and (ii) the Company is eligible to register shares pursuant to an S-3 offering, the above-referenced two (2) occasions shall be limited to one (1) for so long as the Company continues thereafter to be eligible to register shares pursuant to an S-3 offering. Upon the written request of any such Person Holder delivered to the Company within 30 15 days after receipt from the Company of such notification, the Company will either: (i) elect to make a primary offering in which case the rights of such Holders shall be as set forth in Section 1 above (except that the Company shall not be permitted to limit the number of shares which may be registered by any Holder); or (ii) use its reasonable best efforts to cause such of the Registrable Securities as may be requested by IXC any Holders (including the Holder or such securities as may be requested by any such Person Holders giving the initial notice of intent to register hereunder) to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided2, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject all to the execution and delivery by such investment banker(s) extent required to permit the Company of a confidentiality agreement distribution in form and substance satisfactory to accordance with the Companyintended method thereof as aforesaid. If so requested in writing by the Company, IXC and the other Persons participating in Holders exercising their rights for a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with 2, regardless of the underwriting of form used for such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company shall not be take such steps as are required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if register such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for above.Holder's

Required Registrations. At If on any time one (1) occasion on or times after the date hereof earlier of (so long as IXC shall own i) September 30, 1996 or (ii) six months after an initial public offering, one or more of the Holders of a majority of the Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act), IXC may then outstanding shall notify the Company in writing that it (i) intends he or they intend to offer or cause to be offered for public sale all or any portion of its his or their Registrable Securities (such requests shall be in writing and shall state the number having an aggregate proposed offering price of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereofnot less than $5,000,000, the Company will notify all of the Persons Holders of Registrable Securities who would be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights paragraph 6.1 above of its receipt of such notificationnotification from such Holder or Holders. Upon the written request of any such Person Holder delivered to the Company within 30 15 days after receipt from the Company of such notification, the Company will use its reasonable best efforts to cause such of the Registrable Securities as may be requested by IXC any Holders (including the Holder or such securities as may be requested by any such Person Holders giving the initial notice of intent to register hereunder) to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2paragraph 6.2; provided, however, however that unless such registration becomes effective and remains in effect for 60 dayseffective, such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In the case of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 Holders of the Registrable Securities and other securities which would otherwise shall be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% of the number of Registrable Securities as to which IXC requested require an additional registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2paragraph 6.2. All expenses of such registration and offering and the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested to participate in such registration Holders shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, time not to exceed 90 days during any 12 twelve month period of timeperiod, if the Company has been advised by legal counsel, which counsel shall be acceptable to the Holders of Registrable Securities, that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and If the method of disposition is an underwritten public offering, the holders of a majority of the Registrable Securities to be sold in good faith that such disclosure would have a material adverse effect on offering may designate the managing underwriter of such offering, subject to approval of the Company. Notwithstanding anything in this Section 2.2 to the contrary, the Company which approval shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for aboveunreasonably withheld or delayed.

Required Registrations. (a) At any time or times after the date hereof earlier of: (so long as IXC shall own i) twelve (12) months following the issuance of the Merger Shares, or (ii) six months after the completion of the Company's initial public offering, holders of at least 25% of the then outstanding shares of the Merger Shares may request, in writing, that the Company effect the registration of Registrable Securities which are not eligible (as defined in Section 7 hereof) owned by such holders on a form that may be used for sale the registration of Registrable Securities. If the holders initiating the registration intend to distribute the Registrable Securities by IXC under Rule 144(k) means of the Securities Act)an underwriting, IXC may notify they shall so advise the Company in writing that it (i) intends their request. In the event such registration is underwritten, the right of other holders to offer or cause to be offered for public sale all or any portion of its Registrable Securities (such requests participate shall be conditioned on such holders' participation in writing and shall state the number of shares of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2underwriting. Upon receipt of any such notification, subject to Section 2.7 hereofrequest, the Company will notify shall promptly give written notice of such proposed registration to all holders of the Persons Registrable Securities and holders of common stock who would be entitled to have been granted registration rights. Such holders shall have the right, by giving written notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company provides its notice, to elect to have included in such registration a number of their securities, including the Registrable Securities, as such notificationholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that, because of marketing factors, all of the Company will use its reasonable best efforts to cause such securities, including the Registrable Securities as may be Securities, requested by IXC or such securities as may be requested by any such Person to be registered under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall all holders may not be counted as one of included in the three requests for registration that may be made by IXC under this Section 2.2. IXC shall have the right to select the investment banker(s) and manager(s) (which shall be of national standing and reputation) to administer any underwritten public offering under this Section 2.2offering, then subject to the execution and delivery by such investment banker(s) priority rights, if any, of: holders of shares subject to the Registration Rights Agreement dated November 13, 1998 (the "AOL Shares") between the Company and America Online, Inc., (the "AOL Rights Agreement"); holders of a confidentiality agreement in form and substance satisfactory the shares issued to Health Plan Services, Inc. ("HPS") subject to the Company. If requested in writing Registration Rights Agreement (the "HPS Shares") between the Company and HPS dated May 29, 1998 (the "HPS Registration Rights Agreement"); holders of the Series C Preferred Stock; Provident American Corporation and its subsidiaries subject to Registration Rights Agreements dated March 30, 1999 (the "Provident Shares"), and other holders of registration rights granted by the Company, IXC the Company shall include in such registration: (i) first, the securities of the holders of the AOL Shares requesting registration pursuant to the terms of the AOL Rights Agreement to the extent entitled to registration under the AOL Rights Agreement; (ii) second, the securities of the holders of the HPS Shares unless the HPS Shares are eligible for resale pursuant to Rule 144 without regard to volume limitations; (iii) third, the securities of the holders of the common stock issuable upon the conversion of the Series C Preferred Stock, the securities of the holder of the common stock issuable upon the conversion of the Series D Preferred Stock and the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with securities issuable upon the underwriting of such registration. In the case exercise of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2warrant granted to Holder, if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter 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 and other securities which would otherwise be underwritten pursuant to this Section 2.2. The Company shall advise IXC and the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and pro rata based on the number of shares requested to be included; (iv) fourth, the securities that are entitled of holders of the Provident Shares; (v) fifth, the securities of holders of common stock issuable upon the conversion of the Series A Preferred Stock; (vi) sixth, the securities of the holders of Common Stock pursuant to the terms of the Registration Rights Agreements, dated May 7, 1999 and May 11, 1999; (vii) seventh, the securities issuable upon the exercise of warrants granted to ING Baring Xxxxxx Xxxx, LLC; (viii) eighth, the securities issuable upon the exercise of warrants granted to First Health Group Corp.; (ix) ninth, the securities issuable upon the exercise of warrants granted to Aetna/US Healthcare; (x) tenth, the securities issuable upon the exercise of warrants granted to Blue Cross and Blue Shield Association; (xi) eleventh, the securities of the holders of common stock requesting registration pursuant to the Registration Rights Agreement dated December 3, 1999; (xii) twelfth, the securities of the Holder or its successors or assigns where such entities hold Registrable Securities; and (xiii) thirteenth, the securities requested to be included therein by the other holders of the Company securities requested to be included in such registration, pro rata among the registration and underwriting shall be allocated in holders of such securities on the following manner: subject to Section 2.7 hereof, the number of securities that may be included in the registration and underwriting shall be allocated among IXC and such other Persons requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their respective holdings of Registrable Securities and other securities; provided, however, that if the number of Registrable Securities pursuant to such registration shall be reduced to a number which is less than 80% basis of the number of Registrable Securities shares owned by each such holder. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to which IXC requested effect the registration pursuant to this Section 2.2, then such registration shall not be counted as one of the three requests for registration (on a form that may be made by IXC under this Section 2.2. All expenses used for the registration of such registration and offering and the reasonable fees and expenses Registrable Securities) of one independent counsel for IXC and all the other Persons who requested to participate in such registration shall be borne by the Company; provided, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate in such registration shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing of any registration statement required hereunder for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if which the Company has been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 requested to the contrary, the Company shall not be required to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal year, if such registration shall require the preparation of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentence, the Company will commence such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable to the Company to facilitate the demand registrations provided for aboveso register.