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 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 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. (1) At any time or times after the date hereof Company becomes eligible to file a Registration Statement on Form S-3 (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) or any successor form relating to secondary offerings), a Stockholder or Stockholders holding in the aggregate at least 20% of the Securities ActRegistrable Shares issued pursuant to the Series D Warrants may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), 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 Shares having an aggregate offering price of and at least Five Hundred Thousand Dollars ($500,000) (based on 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 2.2then current public market price). 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 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 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 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 offering, then all Stockholders who have requested registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that may be included participate 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 pro rata based upon 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 they have requested to participate in such registration shall be borne by the Company; providedso registered. Thereupon, however, that (i) the Company shall have no liability for shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 (or such expenses if such registration does not become effective due solely to the action or failure to act 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 so register. (2) The Company shall not be required to effect more than 3 registrations pursuant to Subparagraph (1) above, nor shall the Company be required to effect a registration under pursuant to Subparagraph (1) above within six months after the effective date of any other Registration Statement of the Company (other than on Form S-3, or S-8, or any successor form). (3) If at the time of any request to register Registrable Shares pursuant to this Section 2.2 more than 135 Subsection b, the Company is engaged or has fixed plans to engage within 30 days following of the end time of the request in a registered public offering as to which the Stockholders may include Registrable Shares pursuant to Subsection c or is engaged in any other activity which, in the good faith determination of the Company's fiscal yearBoard of Directors, if would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such registration shall require the preparation of audited financial statements request be delayed for any interim a period not otherwise prepared by in excess of six months from the Company. If a demand registration is requested during effective date of such periodoffering or the date of commencement of such other material activity, subject to as 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 abovecase may be.

Required Registrations. (a) At any time time, a Holder or times after Holders holding Registrable Shares may request, in writing, that the Company effect the registration on Form S-3 (or any successor form relating to secondary offerings) of Registrable Shares either (i) having an aggregate value of at least $50,000,000 (based on the public market price on the date hereof of such request) or (so long ii) totaling no less than 5,000,000 Registrable Shares, provided that the Company is under no obligation to effect a registration requested by the GS Entities prior to June 21, 2008. To the extent the Company is a well-known seasoned issuer (as IXC shall own Registrable Securities which are not eligible for sale by IXC defined in Rule 405 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 a “Registration Statement” shall be deemed to refer to an automatic shelf registration statement (as defined 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 Rule 405 under the Securities Act) on Form S-3. The Holders requesting that the Company effect the registration are referred to herein as the “Initiating Holders.” (b) Upon receipt of any request for registration pursuant to this Section 2, the Company shall promptly give written notice of such proposed registration to all other Holders. Such Holders shall have the right, by giving written notice to the Company within 10 days after receipt of such notice from the Company, to elect to have included in such registration such number of Registrable Shares as such Holders may request in such notice of election, subject in the case of an underwritten offering to the terms of Section 2.1(c), provided that the Company is under no obligation to include in a registration statement filed pursuant to this Section 2.1 Registrable Shares held by the GS Entities prior to June 21, 2008. In the event that the Company does not receive a written notice of election from a Holder within such 10-day period, such Holder will have waived its right to have any Registrable Shares included in such registration. At the end of such 10-day period, the Company shall, as expeditiously as possible, use its best efforts to effect the registration of all Registrable Shares that the Company has been requested to so register; 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 only be obligated to effect such registration on Form S-3 (or any successor form). (c) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Persons who would be entitled Company as a part of their request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of referred to in Section 2.1(b). In such notification. Upon event, (i) the written request right of any Holder to include its Registrable Shares in such Person delivered to registration shall be conditioned upon such Holder’s participation in such underwriting on the Company within 30 days after receipt from the Company of terms set forth herein, and (ii) all Holders including Registrable Shares in 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 registration shall enter into an underwriting agreement upon customary terms with the terms of this Section 2.2underwriter or underwriters managing the offering; provided, however, that unless such registration becomes effective and remains in effect for 60 days, such registration underwriting agreement shall not be counted as one provide for indemnification or contribution obligations on the part of the three requests for registration that may be made by IXC under this Holders materially greater than the obligations of the Holders pursuant to Section 2.22.4 below. IXC The Holders of a majority of the Registrable Shares participating in such underwritten offering shall have the right to select the investment banker(smanaging underwriter(s) and manager(s) (which shall be of national standing and reputation) to administer for any underwritten public offering under this requested pursuant to Section 2.22.1(a), subject to the execution and delivery by provided, that such investment banker(smanaging underwriter(s) to the Company of a confidentiality agreement in form and substance satisfactory are reasonably acceptable to the Company. If any Holder who has requested inclusion of its Registrable Shares in writing such registration as provided above disapproves of the terms of the underwriting, such Holder may elect, by written notice to the Company, IXC to withdraw its Registrable Shares from such Registration Statement and underwriting. If 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 managing underwriter determines that the registration of securities in excess of an amount determined by such underwriter would adversely affect such offering, then advises 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 writing that marketing factors require a limitation on the number of securities that are entitled shares to be underwritten, the number of Registrable Shares 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 Registration Statement and underwriting shall be allocated among IXC and such other Persons all Holders requesting that Registrable Securities or other securities be included in such registration and underwriting in proportionpro rata, as nearly as practicable, to their the respective holdings number of Registrable Securities Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a). If any Holder would thus be entitled to include more Registrable Shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata in the manner described in the preceding sentence. If the Company desires that any other officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to this Section 2.1(c) or if Other Holders request such inclusion, the Company may include the securities of such officers, directors and other Other Holders (such securities, “Other Shares”) in such registration and underwriting on the terms set forth herein applicable to the Holders; provided, howeverthat all Registrable Shares requested for inclusion by Holders in such registration are being included, and provided further that if either of the GS Entities are included in the Other Holders, the Company will be under no obligation to include Registrable Shares of either such entity in such registration and underwriting prior to June 21, 2008. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of Other Shares to be underwritten, the Other Shares shall be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, and shall be allocated pro rata, as nearly as practicable, to the respective number of Other Shares held by such officers and directors and Other Holders on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a). If any such officers and directors and Other Holders would thus be entitled to include more shares than such stockholder requested to be registered, the excess shall be allocated among the other participating officers and directors and Other Holders pro rata in the manner described in the preceding sentence. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Securities Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (d) The Company shall not be required to effect more than four registrations pursuant to Section 2.1(a); provided, that notwithstanding any other provisions in this Agreement, the GS Entities shall be entitled to request that the Company effect no fewer than two registrations pursuant to Section 2.1(a). For purposes of this Section 2.1(d), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than as a result of information concerning the business or financial condition of the Company that is made known to the Holders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4) and has remained effective for 360 days (or such shorter period as all the Registrable Shares included in such registration have actually been sold thereunder). In addition, if within 60 days after it has become effective, the offering of Registrable Shares pursuant to such registration shall be reduced to a number which is less than 80% interfered with by any stop order, injunction or other order or requirement of the number Commission or other governmental agency or court, such registration will be deemed not counted unless prior to such interference more than 66⅔% of the Registrable Securities as to which IXC requested Shares included in such registration pursuant to statement have actually been sold thereunder. For purposes of this Section 2.22.1(d), then such registration a Registration Statement shall not be counted if, as one a result of an exercise of the three requests for registration underwriter’s cut-back provisions, less than 50 percent of the total number of Registrable Shares 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 Holders have requested to participate be included in such registration shall be borne by Registration Statement are so included. (e) Not more than once in any 12-month period, 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 timeperiod, not to exceed an aggregate of 90 days during any 12 month period days, the filing or the effectiveness of timea Registration Statement pursuant to Section 2.1(a), 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 filing would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contrary, any proposal or plan by the Company shall not to engage in any significant transaction; provided, that in such event the Initiating Holders will be required entitled to effect a registration under this Section 2.2 more than 135 days following the end of the Company's fiscal yearwithdraw such request and, if such request is withdrawn, such request will not count as a registration shall require the preparation request for purposes 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 yearSection 2.1(d) above. The Company will enter into customary agreements (including underwriting agreementsmay postpone for up to 45 days the filing or the effectiveness of a Registration Statement requested pursuant to Section 2.1(a) reasonably acceptable to for the Company to facilitate the demand registrations provided purpose of preparing audited financial statements, if such statements are required for abovesuch registration.

Required Registrations. (a) At any time time, a Stockholder or times Stockholders may request, in writing, that the Company effect the registration on Form S-1 or Form S-3 (or successor forms) of Registrable Shares owned by such Stockholder or Stockholders having an aggregate value of at least $2,500,000 (based on the then current public market price). (b) Upon receipt of any request for registration pursuant to this Section 2.1, the Company shall promptly give written notice of such proposed registration to all other Stockholders. Such Stockholders shall have the right, by giving written notice to the Company within 15 days after the date hereof (so long Company provides its notice, to elect to have included in such registration such of their Registrable Shares as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) such Stockholders may request in such notice of election, subject in the case of an underwritten offering to the approval of the Securities Act)managing underwriter as provided in Section 2.1(c) below. Thereupon, IXC may notify the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register. (c) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2.1(a) and the Company shall include such information in writing that it (i) intends its written notice referred to offer or cause in Section 2.1(b). The right of any other Stockholder to be offered for public sale all or any portion of include its Registrable Securities (Shares in such requests registration pursuant to Section 2.1(a) shall be conditioned upon such other Stockholder's participation in writing and shall state such underwriting on the terms set forth herein. If the managing underwriter determines that the marketing factors require a limitation of the number of shares to be underwritten, the number of Registrable Securities Shares to be disposed included in a Registration Statement filed pursuant to this Section 2.1 shall be reduced pro rata among the requesting Stockholders based on the quotient of and (i) the intended method of disposition of such shares total Registrable Shares to be included in the Registration Statement, divided by IXC) and (ii) request the total number of Registrable Shares 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 registration. (d) The Initiating Holders shall have the right to select the investment banker(smanaging underwriter(s) and manager(s) (which shall be of national standing and reputation) to administer for any underwritten public offering under this requested pursuant to Section 2.22.1(a), subject to the execution and delivery by such investment banker(s) to the Company approval 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 which approval will not be unreasonably withheld. (subject to the allocation priority set forth belowe) 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 not be required to participate in such registration promptly after such determination effect more than five registrations initiated 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 CMGI pursuant 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 2.1(a) 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 more than ten registrations initiated by CFS 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 2.22.1(a). 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 contraryIn addition, the Company shall not be required to effect a any registration under within 90 days after the effective date of any other Registration Statement of the Company relating to an underwritten offering. For purposes of this Section 2.2 more 2.1(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission, unless the Initiating Holders withdraw their request for such registration (other than 135 days following as a result of information concerning the end business or financial condition of the Company which is made known to the Stockholders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4. (f) If at the time of any request to register Registrable Shares by the Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's fiscal yearboard of directors, would be adversely affected by the requested registration or if such registration shall require the preparation of audited financial statements required for any interim the requested registration are not then available, then the Company may at its option direct that such request be delayed for a period not otherwise prepared in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company. If a demand registration is requested during such Company not more than once in any 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.

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 any time or times after the date hereof (so long as IXC a) Company 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 a Shelf Registration Statement (the “Shelf Registration”) covering all of the Registrable Securities to be filed and declared effective by the Commission as may soon as practicable following the Closing Date, and in any event by the dates set forth below. The Shelf Registration shall be requested by IXC on Form S-3 or such other appropriate form permitting registration of the Registrable Securities for resale by Holders in the manner designated by them, including, without limitation, one or more underwritten offerings. The Company shall not permit any securities as may be requested by any such Person other than the Registrable Securities to be registered included in the Shelf Registration. (b) If the Merger Agreement has been terminated, or if at any time following the Closing Date a Shelf Registration Statement covering all Registrable Securities is not effective, a Holder of Registrable Securities may make a written request that Company effect a registration under the Securities Act within 125 days covering at least 25% of the notification Registrable Securities outstanding as of the date of the request (a “Demand Registration”), and specify the intended method or methods of disposition thereof. Company shall promptly notify all Holders in writing of the receipt of such request and each Holder may elect (by IXCwritten notice sent to Company within 10 Business Days from the date of such Holder’s receipt of the aforementioned Company’s notice) to have its Registrable Securities included in such Demand Registration pursuant to this Section 2(b). Thereupon Company shall, as expeditiously as is possible (and in any event within the time period set forth below), use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which Company has been so requested to register by such Holders for sale, all to the extent required to permit the disposition (in accordance with the terms intended method or methods thereof, as aforesaid) of the Registrable Securities so registered. There shall be no limit on the number of registrations pursuant to this Section 2.22(b). (i) If the managing underwriter of a Demand Registration shall advise Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the Demand Registration would materially and adversely affect the distribution of such Registrable Securities, then all selling Holders shall reduce the amount of Registrable Securities each intends to distribute through such offering on a pro - rata basis. (c) The parties agree that the Holders will suffer damages if the Company fails to fulfill its obligations under this Section 2, and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay liquidated damages under the circumstances and to the extent set forth below (each, a “Registration Default”): (A) if the Shelf Registration is not filed on or prior to 30 days after either the Closing Date, in the case of a registration under Section 2(a), or the date of the written request, in the case of a registration under Section 2(b) (the “Filing Date”), then commencing on the day after the Filing Date, liquidated damages shall accrue at a rate of 0.80% of the amount of all contributions made by RCF in consideration of the securities included in the registration statement (the “Contribution Amount”); (B) if the Shelf Registration is not declared effective by the Commission on or prior to 180 days after the Closing Date, in the case of a registration under Section 2(a), or the date of the written request, in the case of a registration under Section 2(b) (the “Effectiveness Date”), then commencing on the Effectiveness Date, liquidated damages will accrue at a rate of 0.30% of the Contribution Amount; and (C) if the Shelf Registration has been declared effective and ceases to be effective at any time during the period in which it is required to remain effective (other than as permitted hereunder), liquidated damages shall accrue at a rate of 0.40% of the Contribution Amount; provided, however, that unless such registration becomes effective and remains at no time shall the aggregate rate of liquidated damages accruing exceed in effect for 60 daysthe aggregate 1.5% per annum; provided, such registration shall not be counted as one further, that upon cure of the three requests for registration that may be made by IXC under this Section 2.2. IXC applicable Registration Default, liquidated damages shall have the right cease to select the investment banker(saccrue. (D) The Company shall notify Holders within two Business Days of each Registration Default, and manager(s) (which all amounts of liquidated damages shall be paid in cash quarterly on January 1, April 1, July 1 and October 1 of national standing each relevant period, commencing with the first such date occurring after any Registration Default. (d) Each Holder as to which any Shelf Registration is being effected agrees to furnish to Company all information with respect to such Holder required for the Shelf Registration. Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement and reputation) the Demand Registration continuously effective for as long as any Holder holds Registrable Securities registered thereunder. Company further agrees, if necessary, to administer any underwritten public offering under this Section 2.2promptly supplement or amend the Shelf Registration Statement, subject if required by the rules, regulations or instructions applicable to the execution registration form used by Company for such Shelf Registration Statement or by the Securities Act or by any other rules and delivery by such investment banker(s) regulations thereunder for shelf registrations, and Company agrees to furnish 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 Holders of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if the underwriter determines that the registration copies of securities in excess of an amount determined by any 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 supplement 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 amendment promptly after its being used or filed with the Commission. In addition, after the Commission has declared a Shelf Registration Statement effective, so long as such determination by the underwriterShelf Registration Statement is effective, 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 (iA) the Company shall have no liability for such expenses if such registration does not become effective due solely promptly file with the Commission any amendment or supplement to the action or failure Shelf Registration Statement as required by the Securities Act and Exchange Act and the policies, rules and regulations of the Commission, as announced from time to act of IXC time, in order to keep the Shelf Registration Statement effective, and (iiB) 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 no Holder may postpone the filing of sell 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 Common Stock pursuant to the contraryShelf Registration Statement until the Commission has declared effective the Shelf Registration Statement, 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 aboveas amended.

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 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 request for such registration shall not be included as one (1) of the registrations that may be requested pursuant to this Section 3.1 and shall be at the sole expense of the Company. 3.2 At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings, hereinafter, “Form S-3”), the Initiating Stockholders will have the right to require the Company to effect Registration Statements on Form S-3 of Preferred Registrable Shares having a minimum gross proceeds in each registration on Form S-3 of at least $1,000,000. Upon receipt of any such request, 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 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 such of their Preferred Registrable Shares and/or Other Registrable Shares as such Stockholders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to their effect the registration on Form S-3 of all Preferred 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 and/or Other Registrable Shares that the Company has been advised requested to so register and, if so requested, maintain the effectiveness of such Registration Statement until all applicable Preferred Registrable Shares and/or Other Registrable Shares have been sold as permitted by legal counsel that such filing would require Rule 415 of the disclosure Securities Act. 3.3 If at the time of a material transaction or other matter and any request to register Preferred Registrable Shares pursuant to this Section 3, (a) the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company. Notwithstanding anything in has not delayed any other registration pursuant to this Section 2.2 3 for any period of time during the preceding twelve (12) month period and (b) the Company is engaged, or has fixed plans to engage within thirty (30) days of the contrarytime of such request, in a registered public offering as to which the Stockholders may include Preferred Registrable Shares pursuant to Section 4, the Company shall may delay any such requested registration for up to ninety (90) days from the effective date of such offering, provided, that such right to delay a request may be exercised by the Company 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 once in any interim period not otherwise prepared by the Company. If a demand registration is requested during such 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.

Required Registrations. At (a) If on any time or times three (3) occasions 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 Required Holders notify the Company in writing that it the Required Holders intend to offer or cause to be offered for public sale all or any portion of its or their Registrable Securities, the Company shall notify all of the Holders who would be entitled to notice of a proposed registration under Section 9.1 above of its receipt of such notification from such Required Holders. Upon the written request of any such Holder or Holders delivered to the Company within twenty (20) days after the Company's delivery of such notification to the Holders, the Company shall 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 9.1 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 best efforts to cause such of the Registrable Securities and Founder Securities as may be requested by any Holders to be registered under the Securities Act in accordance with the terms of this Section 9.2. (b) In the event that (i) the Company shall have completed its initial Qualified Public Offering, and (ii) the registration statement filed by the Company under the Securities Act in respect of such Qualified Public Offering shall: (A) have ceased to be effective on or before the date which is thirty (30) days following the expiration of the lock-up period specified in Section 9.8 hereof; or (B) not have included pursuant to the provisions of section 9.1 hereof the shares of Common Stock proposed to be registered by the Founder, then, in either of such events but only in either of such events (the "Triggering Event"), the Founder shall have the rights set forth in this Section 9.2(b). If on any one occasion at any time following the Triggering Event, and subject to the other terms and conditions of this Agreement, the Founder notifies the Company in writing that the Founder 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 hereofhis Founder Securities, the Company will shall 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 9.1 above of its receipt of such notificationnotification from the Founder. Upon the written request of any such Person Holder or Holders delivered to the Company within 30 twenty (20) days after receipt from the Company Company's delivery 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 contraryHolders, 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.either:

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. 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 Companyregistration 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), this 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, then the Borrower shall pay such expenses and shall remain responsible for the above expenses of the Holder with respect to one (1) consummated registration under this Section 8(b). (ii) The registration statement filed pursuant to the request of the Holder may include other securities of the Borrower, with respect to which "piggyback" registration rights have been granted, and may include securities of the Borrower being sold for the account of the Borrower; provided, however, that if the Borrower shall request inclusion in any registration pursuant to this Section 8(b) of the securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this Section 8(b), the Holder shall, on behalf of all entities requesting inclusion in such registration, offer to include such securities in the offering and may condition such offer on their acceptance of any other reasonable conditions (i) the Company shall have no liability for such expenses including, without limitation, if such offering is underwritten, that such requesting holders agree in writing to enter into an underwriting agreement with usual and customary terms). Notwithstanding any other provisions of this Section 8(b), if the representative of the underwriters advises the Holder in writing that marketing factors require a limitation on the number of shares to be underwritten, the number of shares to be included in the underwriting or registration does not become effective due solely shall be allocated first to the action or failure Holder, second to act the Borrower and thereafter to the holders requesting inclusion in the registration on the basis of IXC and (ii) IXC and other Persons the number of shares each requesting holder requests be included bears to the total number of shares of all requesting holders that have been requested be included in such registration. If a person who has requested to participate inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities be excluded therefrom by written notice from the Borrower, the underwriter or other securities being registered and transfer taxes on shares being sold by themthe Holder. 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 securities so excluded shall not also 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 abovewithdrawn from registration.

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 required to register pursuant this Agreement shall be shares of 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 writing such public offering) of the shares of Common Stock issued upon conversion or exercise thereof and such Preferred Shares so sold shall state be deemed to have been "registered" for purposes of this Agreement. Notwithstanding anything to the contrary contained herein, no request may be made under this Section 4 within 120 days after the effective date of a registration statement filed by the Company covering a firm commitment underwritten public offering in which the holders of Restricted Securities shall have been entitled to join pursuant to Sections 5 or 6 and in which there shall have been effectively registered all Restricted Securities as to which registration shall have been requested by the holders thereof. If the Company determines to include shares to be sold by it in any registration request pursuant to this Section 4, such registration shall not decrease the number of shares "demand" registrations available under this Section 4 if the holders of (b) Following receipt of Registrable Securities to be disposed of and the intended method of disposition of such shares by IXC) and (ii) request that any notice under this Section 4, the Company cause such Registrable Securities shall immediately notify all holders of Restricted securities from whom notice has not been received and shall use its best efforts to be registered register under the Securities Act; , for public sale in accordance with the method of disposition specified in such notice from requesting holders, the number of Restricted securities specified in such notice (and in all notices received by the Company from other holders within thirty days after the giving of such notice by the Company). If such method of disposition shall be an underwritten public offering of Common Stock, the number of Restricted Securities to be included in such an underwriting may be reduced (pro rata among the requesting holders based upon the number of Restricted Securities owned by such holders) if and to the extent that the lead managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold therein, provided, however, that IXC such number of Restricted Securities shall not be reduced if any shares are to be included in such underwriting for the account of any person other than the Company or requesting holders of Restricted Securities, and provided, further, however, that in no event may make only three requests less than fifteen percent (15%) of the total number of shares of Common Stock to be included in such underwriting be made available for registration Restricted Securities. If such method of disposition shall be an underwritten public offering, the holders of a majority of the Restricted Securities to be sold in such offering under this Section 2.2. Upon receipt 4 may designate the managing underwriter or underwriters of such notificationoffering, subject to Section 2.7 hereof, the Company will notify all approval of the Persons who would Company, which approval shall not be entitled unreasonably withheld or delayed. The Company shall be obligated 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 register Restricted Securities pursuant 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; 4 on three occasions only, provided, however, that unless such obligations shall be deemed satisfied on a particular occasion only when a registration becomes statement covering all Restricted Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the requesting holders, shall have become effective and, if such method of disposition is a firm commitment underwritten public offering, all such shares shall have been sold pursuant thereto. (c) The Company shall be entitled to include in any registration statement referred to in this Section 4, for sale in accordance with the method of disposition specified by the requesting holders, shares of Common Stock to be sold by the Company for its own account, except as and remains to the extent that, in effect for 60 days, such registration shall not be counted as one the opinion 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) lead managing underwriter (which if such method of disposition 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 2.2offering), if the underwriter determines that the registration of securities in excess of an amount determined by such underwriter inclusion would adversely affect such offeringthe marketing of the Restricted Securities to be sold. Except for registration statements on Form S-4, then X-0 xx any successor thereto, and unless the Company may (subject has previously given the notice referred to in Section 5, the allocation priority set forth below) exclude Company will not file with the Commission any other registration statement with respect to Common Stock, whether for its own account or that of other stockholders, from such registration and underwriting some or all the date of the Registrable Securities and other securities which would otherwise be underwritten receipt of a notice from requesting holders pursuant to this Section 2.2. The Company shall advise IXC and 4 until the other Persons who requested to participate in such registration promptly after such determination by completion of the underwriter, and the number period of securities that are entitled to be included in distribution of 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 abovecontemplated thereby.

Required Registrations. At (a) Commencing at any time or times after the date hereof (so September 15, 1999, for as long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) the Stockholder holds five percent or more of the Securities Act)outstanding shares of Common Stock of the Company, IXC the Stockholder may notify the Company request in writing that it a written notice (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 which request shall state the number of shares of Registrable Securities Shares to be disposed of and so registered, the intended method of disposition distribution and a certification as to the market value of such shares shares, as described below), that the Company file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of any or all Registrable Stock owned by IXCthe Stockholder and any Permitted Transferee, provided that either (i) and such Registrable Stock has an aggregate offering price of at least $3,000,000 (based on the last reported sale price for the Common Stock on the Business Day preceding the date of such written request, as reported by the OTC Bulletin Board or any other exchange or market on which the Common Stock is then listed or included for quotation) or (ii) request that the Company cause such Registrable Securities to be registered under Stock represents 100% of any combination of Company securities consisting of, or convertible into, shares of Common Stock Beneficially Owned by the Securities Act; provided, however, that IXC may make only three requests for registration Stockholder and its Permitted Transferees. Following receipt of any notice under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof5.03, 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 shall 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 all Registrable Stock that the notification by IXC, Stockholder requested be registered in accordance with the terms manner of this Section 2.2; provided, however, that unless disposition specified in such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of notice. (b) If the three requests for registration that may be made by IXC under this Section 2.2. IXC shall Stockholder intends to have the right to select Registrable Stock distributed by means of an underwritten offering, the investment banker(s) Stockholder and manager(s) (the Company shall enter into an underwriting agreement in customary form with the underwriter or underwriters which shall be of national standing and reputation) contain any customary provisions (including customary provisions with respect to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery indemnification by such investment banker(s) to the Company of a confidentiality agreement in form the underwriters) as the underwriters may reasonably request. Such underwriter or underwriters shall be selected by the Stockholder and substance satisfactory to the Company. If requested in writing shall be approved 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 approval shall not be counted as one unreasonably withheld. (c) Notwithstanding any provision of this Agreement to 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 contrary: (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 pursuant to this Section 5.03 during the period starting with the date which is 30 days prior to the date of the initial public filing by the Company of, and ending on a date 120 days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the Company or on behalf of the selling stockholders under any other registration rights agreement which the Stockholder has been entitled to join pursuant to Section 5.04; provided that the Company shall actively employ in good faith all reasonable efforts to cause such registration statement to become effective as soon as possible; (ii) if (A) (i) the Company is in possession of material nonpublic information relating to the Company or any Subsidiary and (ii) the Company determines in good faith that public disclosure of such material nonpublic information would not be in the best interests of the Company and its stockholders, (B) (i) the Company has made a public announcement relating to an acquisition or business combination transaction that includes the Company and/or one or more of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole and (ii) the Company determines in good-faith that (x) offers and sales of Registrable Stock pursuant to any registration statement prior to the consummation of such transaction (or such earlier date as the Company shall determine) is not in the best interests of the Company and its stockholders or (y) it would be impracticable at the time to obtain any financial statements relating to such acquisition or business combination transaction that would be required to be set forth in a registration statement or (C) the Company shall furnish to the Stockholder a certificate signed by the president of the Company stating that in the good faith opinion of the Board such registration would interfere with any material transaction or financing, confidential negotiations or business activities then being pursued by the Company or any of its Subsidiaries, then, in any such case, the Company's obligation to use all reasonable efforts to file a registration statement shall be deferred, or the effectiveness of any registration statement may be suspended, in each case for a period not to exceed 120 days; provided that the Company may not delay the filing or suspend the effectiveness of any registration statement under this Section 2.2 5.03(ii) on more than 135 days following one occasion in any consecutive 12-month period; (iii) the end of Company shall not be required to effect a registration pursuant to this Section 5.03 if the Company's fiscal year, if Registrable Stock requested by the Stockholder to be registered pursuant to such registration are included in, and eligible for sale under, a Shelf Registration (as defined below); and (iv) the Company shall require not be required to effect a registration pursuant to this Section 5.03 within six months after the preparation effective date of audited financial statements for any interim period not otherwise prepared other registration statement registering shares to be sold by the Company. If . (d) The Company shall not be obligated to effect and pay for more than two registrations pursuant to this Section 5.03 (both of which may be Shelf Registrations requested pursuant to Section 5.05); provided that a demand registration requested pursuant to this Section 5.03 shall not be deemed to have been effected for purposes of this Section 5.03(d) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 5.06(a) and (iii) the offering of Registrable Stock pursuant to such registration is requested during such period, not subject to the second preceding sentenceany stop order, the Company will commence such registration promptly following the end injunction or other order or requirement of the next fiscal year. The Company will enter into customary agreements SEC (including underwriting agreements) reasonably acceptable to other than any such stop order, injunction, or other requirement of the Company to facilitate SEC prompted by any act or omission of the demand registrations provided for aboveStockholder).

Required Registrations. At (a) Commencing at any time or times after the date hereof (so September 15, 1999, for as long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) the Stockholder holds five percent or more of the Securities Act)outstanding shares of Common Stock of the Company, IXC the Stockholder may notify the Company request in writing that it a written notice (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 which request shall state the number of shares of Registrable Securities Shares to be disposed of and so registered, the intended method of disposition distribution and a certification as to the market value of such shares shares, as described below), that the Company file a registration statement under the Securities Act (or a similar document pursuant to any other statute then in effect corresponding to the Securities Act) covering the registration of any or all Registrable Stock owned by IXCthe Stockholder and any Permitted Transferee, provided that either (i) and such Registrable Stock has an aggregate offering price of at least $3,000,000 (based on the last reported sale price for the Common Stock on the Business Day preceding the date of such written request, as reported by the OTC Bulletin Board or any other exchange or market on which the Common Stock is then listed or included for quotation) or (ii) request that the Company cause such Registrable Securities to be registered under Stock represents 100% of any combination of Company securities consisting of, or convertible into, shares of Common Stock Beneficially Owned by the Securities Act; provided, however, that IXC may make only three requests for registration Stockholder and its Permitted Transferees. Following receipt of any notice under this Section 2.2. Upon receipt of such notification, subject to Section 2.7 hereof5.03, 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 shall 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 all Registrable Stock that the notification by IXC, Stockholder requested be registered in accordance with the terms manner of this Section 2.2; provided, however, that unless disposition specified in such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of notice. (b) If the three requests for registration that may be made by IXC under this Section 2.2. IXC shall Stockholder intends to have the right to select Registrable Stock distributed by means of an underwritten offering, the investment banker(s) Stockholder and manager(s) (the Company shall enter into an underwriting agreement in customary form with the underwriter or underwriters which shall be of national standing and reputation) contain any customary provisions (including customary provisions with respect to administer any underwritten public offering under this Section 2.2, subject to the execution and delivery indemnification by such investment banker(s) to the Company of a confidentiality agreement in form the underwriters) as the underwriters may reasonably request. Such underwriter or underwriters shall be selected by the Stockholder and substance satisfactory to the Company. If requested in writing shall be approved by the Company, IXC and the other Persons participating in a registration under which approval shall not be unreasonably withheld. (c) Notwithstanding any provision of 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 Agreement to the allocation priority set forth belowcontrary: (i) 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 not be required 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 effect a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration pursuant to this Section 2.25.03 during this period starting with the date which is 30 days prior to the date of the initial public filing by the Company of, then and ending on a date 120 days following the effective date of, a registration statement pertaining to a public offering of securities for the account of the Company or on behalf of the selling stockholders under any other registration rights agreement which the Stockholder has been entitled to join pursuant to Section 5.04; provided that the Company shall actively employ in good faith all reasonable efforts to cause such registration shall not be counted statement to become effective 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 soon as possible; (ii) if (A) (i) the Company shall have no liability for such expenses if such registration does not become effective due solely is in possession of material nonpublic information relating to the action Company or failure to act of IXC any Subsidiary and (ii) IXC the Company determines in good faith that public disclosure of such material nonpublic information would not be in the best interests of the Company and other Persons who requested its stockholders, (B) (i) the Company has made a public announcement relating to participate an acquisition or business combination transaction that includes the Company and/or one or more of its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole and (ii) the Company determines in good faith that (x) offers and sales of Registrable Stock pursuant to any registration statement prior to the consummation of such transaction (or such earlier date as the Company shall determine) is not in the best interests of the Company and its stockholders or (y) it would be impracticable at the time to obtain any financial statements relating to such acquisition or business combination transaction that would be required to be set forth in a registration statement or (C) the Company shall furnish to the Stockholder a certificate signed by the president of the Company stating that in the good faith opinion of the Board such registration would interfere with any material transaction or financing, confidential negotiations or business activities then being pursued by the Company or any of its Subsidiaries, then, in any such case, the Company's obligation to use all reasonable efforts to file a registration statement shall bear underwriting and selling discounts and commissions attributable to their Registrable Securities be deferred, or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing effectiveness of any registration statement required hereunder may be suspended, in each case for a reasonable period of time, not to exceed 90 days during any 12 month period of time, if 120 days; provided that the Company has been advised by legal counsel that such may not delay the filing would require or suspend the disclosure effectiveness 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 any registration statement under this Section 2.2 to the contrary, 5.03(ii) on more than one occasion in any consecutive 12-month period; (iii) the Company shall not be required to effect a registration under pursuant to this Section 2.2 more than 135 days following 5.03 if the end of Registrable Stock requested by the Company's fiscal year, if Stockholder to be registered pursuant to such registration is included in, and eligible for sale under, a Shelf Registration (as defined below); and (iv) the Company shall require not be required to effect a registration pursuant to this Section 5.03 within six months after the preparation effective date of audited financial statements for any interim period not otherwise prepared other registration statement registering shares to be sold by the Company. If 837578.1 12 (d) The Company shall not be obligated to effect and pay for more than two registrations pursuant to this Section 5.03 (both of which may be Shelf Registrations requested pursuant to Section 5.05); provided that a demand registration requested pursuant to this Section 5.03 shall not be deemed to have been effected for purposes of this Section 5.03(d) unless (i) it has been declared effective by the SEC, (ii) it has remained effective for the period set forth in Section 5.06(a) and (iii) the offering of Registrable Stock pursuant to such registration is requested during such period, not subject to the second preceding sentenceany stop order, the Company will commence such registration promptly following the end injunction or other order or requirement of the next fiscal year. The Company will enter into customary agreements SEC (including underwriting agreements) reasonably acceptable to other than any such stop order, injunction, or other requirement of the Company to facilitate SEC prompted by any act or omission of the demand registrations provided for aboveStockholder).

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 requested to so register. (b) The Company determines reasonably and in good faith that such disclosure would have a material adverse shall not be required to effect on the Companymore than two registrations pursuant to paragraph (a) above. Notwithstanding anything in this Section 2.2 to the contraryIn addition, the Company shall not be required to take any action to effect a registration under this Section 2.2 more than 135 requested pursuant to paragraph (a) above within 180 days following the end effective date of any Registration Statement. (c) If at the time of any request to register Registrable Shares pursuant to this Section 7.2, the Company is engaged or has fixed plans to engage within 60 days of the time of the request in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's fiscal yearBoard of Directors, if would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such registration shall require the preparation of audited financial statements request be delayed for any interim a period not otherwise prepared in excess of six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company. If a demand registration is requested during such Company not more than once in any 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.

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 the "Initial Public Offering") and prior to five years following such effective date, the Company shall be requested in writing by the Holder(s) of at least 50% of the outstanding shares of Registrable Securities to effect the registration under the Securities Act of outstanding shares of Registrable Securities having an anticipated selling price of no less than $2,000,000, the Company shall promptly give written notice of such proposed registration to all record Holders of Registrable Securities. Such Holders shall have the right, by giving written notice to the Company within 30 days from receipt of the Company's notice, to elect to have included in such registration such of their Registrable Securities as IXC shall own such Holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as practicable, use its best efforts to 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 two registration statements pursuant to which Registrable Securities are sold under this Section 8.2(a). Notwithstanding the foregoing, if the Company shall furnish to the Holders of Registrable Securities requesting registration pursuant to this Section 8.2(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 the Company's obligation to use its best efforts to file and cause to become effective such registration statement may be deferred for a period which shall not eligible exceed 180 days. This deferral right may not be exercised by the Company on more than one occasion for each registration pursuant to this Section 8.2(a). (b) At such time as the Company shall have qualified for the use of Form S-3 (but in no event after the expiration of five years from the effective date of the Initial Public Offering), as the case may be (or any similar form or forms promulgated by the Commission), the Holders of Registrable Securities shall each have the right to request an unlimited number of registrations on Form S-3 or such similar form, as the case may be (collectively, "Form S-3"). The Company shall give prompt written notice of each such proposed registration to all other record Holders of Registrable Securities. Such Holders shall have the right, by giving written notice to the Company within 30 days from receipt of the Company's notice, to elect to have included 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 effect the registration, on Form S-3, of all shares of Registrable Securities which the Company has been requested to register; provided, however, that the Company shall not be obligated to file and cause to become effective (i) more than one registration under Section 8.2(a) or Section 8.2(b) in any one twelve-month period or (ii) any Registration Statement on Form S-3 where the proposed aggregate offering price of the Registrable Securities to be sold thereunder is less than $1,000,000. Registrations effected pursuant to this Section 8.2(b) shall not be counted as required registrations pursuant to Section 8.2(a) hereof. (c) The Company may include in a registration requested under this Section 8.2 (i) any authorized but unissued shares of Common Stock for sale by IXC under Rule 144(kthe Company, and (ii) any shares of its Common Stock held by employees, consultants, directors or other advisers of the Securities Act), IXC may notify Company and with respect to which registration rights have been granted by the Company ("Management Stock"); provided, however, that such shares shall not be included to the extent that the underwriter of the shares so proposed to be registered (if the offering is underwritten) or, if the offering is not underwritten, the Holders of a majority of the shares of Registrable Securities included therein determine in writing good faith that it (i) intends the inclusion of such shares will interfere with the successful marketing of the shares of Registrable Securities to offer or cause be included therein. If the offering to which a registration statement under this Section 8.2 relates is an underwritten offering, and if, after all shares of Common Stock proposed to be offered for public sale by the Company and all or any portion such shares of its Registrable Securities (Management Stock have been excluded from such requests shall be in writing and shall state the registration, a greater number of shares of Registrable Securities is offered for participation in such underwriting than in the opinion of the managing underwriter can be accommodated without adversely affecting the underwriting, the amount of Registrable Securities proposed to be disposed offered in the underwriting shall be reduced, pro-rata (based upon the amount of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities owned) among all Holders participating in such registration, to be registered under a number deemed satisfactory by the Securities Actmanaging underwriter; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt purposes of making any such reduction, with respect to each Purchaser, the partners and retired partners of such notification, subject to Section 2.7 hereofPurchaser, 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 estates and family members of any such Person delivered to partners and retired partners and their spouses, and any trusts for the Company within 30 days after receipt from benefit of any of the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may foregoing persons shall be requested by IXC or such securities as may be requested by any such Person deemed to be registered under the Securities Act within 125 days a single "Holder" of the notification by IXCRegistrable Securities, in accordance and any pro-rata reduction with the terms of this Section 2.2; provided, however, that unless respect to 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 "Holder" shall be based upon the aggregate amount 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 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 owned by such underwriter would adversely affect such offering, then the Company may (subject to the allocation priority set forth below) exclude from such registration all entities 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 individuals included in such registration and underwriting in proportion"Holder", 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 defined 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 aboveprovision.

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 (a) If at any time the Company shall be requested in writing by a Holder or times after Holders representing a majority of the date hereof (so long Registrable Securities then outstanding to effect the registration under the Securities Act of Registrable Securities, the Company shall, as IXC shall own expeditiously as practicable, use reasonable efforts to effect the registration on a Registration Statement of all shares of Registrable Securities which the Company has been requested to register. At the request of Holder, the Company shall seek to have each offering pursuant to this Section 2(a) managed, on a basis requested by Holder, by a recognized regional or national underwriter selected by Holder and approved by the Company, such approval not to be unreasonably withheld. The Company shall not be obligated to cause to become effective more than two registration statements pursuant to which Registrable Securities are registered under this Section 2(a). Notwithstanding the foregoing, if the Company shall furnish to the Holder a certificate signed by the Chairman of the Board, Chief Executive Officer or Chief Financial Officer of the Company stating that the Board has made the good faith judgment that it would be detrimental to the Company and its stockholders for such registration statement to be filed in the near future, then the Company's obligation to use its reasonable efforts to file and cause to become effective such registration statement may be deferred for a reasonable period of time. This deferral right may not eligible be exercised by the Company on more than two occasions in any 12-month period or exceed 180 days in the aggregate in any 12-month period. (b) The Company may include in a registration requested under this Section 2: (i) any authorized but unissued shares of Common Stock for sale by IXC under Rule 144(kthe Company, and (ii) any issued shares of its Common Stock and with respect to which registration rights have been granted by the Company ("Management Stock"); provided, however, that such shares shall not be included to the extent that the managing underwriter of the shares so proposed to be registered determines in good faith that the inclusion of such shares will interfere with the successful marketing of the shares of Registrable Securities Act)to be included therein. If the offering to which a Registration Statement under this Section 2 relates is an underwritten offering, IXC may notify the Company in writing that it (i) intends to offer or cause and if, after all shares of Common Stock proposed to be offered for public sale by the Company and all or any portion such shares of its Registrable Securities (Management Stock have been excluded from such requests shall be in writing and shall state the registration, a greater number of shares of Registrable Securities to is offered for participation in such underwriting than in the opinion of the managing underwriter can be disposed of and accommodated without adversely affecting 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 hereofunderwriting, 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 amount 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 offering, then the Company may (subject to the allocation priority set forth below) exclude from such registration Holder 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 proposed to be included in the registration and such 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 deemed satisfactory 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 abovemanaging underwriter.

Required Registrations. (a) At any time or times after the date hereof earlier of December 31, 1998 or the closing of the Company's first Qualified Public Offering, holders of in the aggregate at least 35% of the Registrable Shares may request, in writing, that the Company effect Page 65 of 117 Pages 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 holders having an aggregate offering price of at least $2,000,000 (based on the Securities Actthen current market price or fair value), IXC may notify provided that, to the extent the Company is eligible to effect a registration or qualification on Form S-3 (or any successor Form), the Company shall be entitled to use such Form S-3 in lieu of Form S-1 or S-2. If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in writing that it (i) intends to offer or cause their request. In the event such registration is underwritten, the holders of a majority of the Registrable Shares to be offered for public sale all or any portion sold in such offering may designate the managing underwriter of its such offering, such managing underwriter to be reasonably acceptable to the Company. In the event such registration is underwritten, the right of other holders of Registrable Securities (such requests Shares to participate shall be conditioned on such other 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 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 holders of its receipt of Registrable Shares and all such notification. Upon holders 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 notificationholders may request in such notice of election, subject to the approval of the underwriter managing the offering as provided below. Thereupon, the Company will shall, as expeditiously as possible, use its reasonable best efforts to cause effect the registration on Form S-1 or Form S-2 (or any successor form), or Form S-3 (or any successor form) to the extent the Company is eligible to effect a registration or qualification on such Form S-3 and so elects, of all Registrable Securities as Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), holders of in the aggregate at least 35% of the Registrable Shares may be requested by IXC request the Company, in writing, to effect the registration on Form S-3 (or such securities as may be requested by successor form), of Registrable Shares having an aggregate offering price of at least $500,000 (based on the current public market price). Upon receipt of any such Person request, the Company shall promptly give written notice of such proposed registration to all holders of Registrable Shares and all 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 such of their Registrable Shares as such holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3, or such successor form, of all Registrable Shares which the Company has been requested to register. (c) The Company shall not be registered under the Securities Act within 125 days of the notification by IXCrequired to effect more than two registrations pursuant to paragraph (a) above or more than four registrations pursuant to paragraph (b) above, in accordance with the terms of this Section 2.2; provided, however, that unless the Company's -------- ------- obligations shall be deemed satisfied only when a Registration Statement covering all shares of Registrable Shares specified in notices received as aforesaid (or such registration becomes effective and remains lower number of shares as the managing underwriter shall require under paragraph (e)), for sale in effect for 60 daysaccordance with the method of disposition specified by the requesting holders, 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 become effective and, if such method of national standing and reputation) to administer any disposition is a firm commitment underwritten public offering under this Section 2.2offering, subject to the execution and delivery by all such investment banker(s) to the Company of a confidentiality agreement shares shall have been sold pursuant thereto (other than shares provided for 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 registrationover-allotment option(s)). 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 contraryaddition, the Company shall not be required to effect any registration (other than as to a public offering that is not underwritten on Form S-3 or any successor Form) within six months after the effective date of any other Registration Statement of the Company. (d) Notwithstanding any other provision of this Agreement, the Company agrees that as soon as practicable after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), the Company shall prepare and file with the Commission a "shelf" registration statement (the "Shelf Registration Statement") on the appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (or such successor rule or similar provision then in effect) covering all of the Registrable Securities. The Company shall use its best efforts to have the Shelf Registration Statement declared effective as soon as practicable after filing with the Commission and to keep the Shelf Registration Statement continuously effective through the third anniversary of the date on which the Shelf Registration Statement is declared effective. The Company agrees, if necessary, to supplement or amend the Shelf Registration Statement, as required by the rules, regulations or instructions applicable to the registration forms used by the Company for the Shelf Registration Statement or by the Securities Act, and the Company agrees to furnish to all holders of Registrable Securities copies of any such supplement or amendment prior to its being used and/or filed with the Commission. Each holder of Registrable Securities shall be permitted to withdraw all or any part of the Registrable Securities held by such holder from the Shelf Registration Statement at any time prior to the effective date of the Shell Registration Statement. If any holder of Registrable Securities so elects, the offering of Registrable Securities pursuant to the Shelf Registration Statement shall be in the form of an underwritten offering. If they so elect, the holders of Registrable Securities participating in such Shelf Registration Statement shall select one or more nationally recognized firms of investment bankers to act as the book-running managing underwriter or underwriters in connection with such offering and shall select any additional investment bankers and mangers to be used in connection with the offering. (e) If at the time of any request to register Registrable Shares pursuant to this Section 2.2 more than 135 12.1, the Company is engaged or has fixed plans to engage within 30 days following of the end time of the request in a registered public offering as to which the Stockholders may include Registrable Shares pursuant to Section 12.2, subject to the limitations set forth therein, or is engaged in any other activity which, in the good faith determination of the Company's fiscal yearBoard of Directors, would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any two-year period. (f) Notwithstanding any other provision of this Section 12.1, if the managing underwriter advises the holders of Registrable Shares initiating the registration in writing that marketing factors require a limitation of the number of shares to be underwritten, then the holders of Registrable Shares initiating the registration shall so advise all holders of Registrable Shares which would otherwise be included in the underwriting and the number of Registrable Shares that may be included in the underwriting shall be allocated among 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 of the Company owned by each such holder. If the managing underwriter does not limit the number of Registrable Shares to be underwritten, the Company or other holders of securities of the company who have registration rights similar to those set forth in this Section 12.1 may include Common Stock for their respective accounts in such registration shall require if the preparation managing underwriter states that such inclusion would not adversely affect the offering of audited financial statements Registrable Shares and if the number of Registrable Shares which would otherwise have been included in such registration and underwriting will not thereby be limited or reduced. (g) Except as set forth in paragraph (d) above and except for Registration Statements on Form S-4 or Form S-8 or any interim period not otherwise prepared by the Company. If a demand registration is requested during such period, subject to the second preceding sentencesuccessor thereto, the Company will commence such registration promptly following not file with the end Commission any other Registration Statement with respect to its Common Stock, whether for its own account or that of other stockholders, from the date of receipt of a notice from requesting holders pursuant to this Subsection 12.1 until the completion of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable period of distribution of the registration contemplated thereby; provided, however, that -------- ------- this limitation shall apply only to the Company two registrations pursuant to facilitate the demand registrations provided for paragraph (a) above.

Required Registrations. At On any time date following the First Earnout Issuance Date and on or times after prior to the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) one year anniversary of the Securities Act)First Earnout Issuance Date, IXC may notify if the Company Corporation shall be requested in writing that it by the Stockholder Representative to effect the registration under the Securities Act of any of the First Earnout Restricted Shares, the Corporation shall use commercially reasonable efforts to effect the registration under the Securities Act of the First Earnout Restricted Shares which the Corporation has been so requested to register. In addition to the foregoing, on any date following the Second Earnout Issuance Date and on or prior to the one year anniversary of the Second Earnout Issuance Date, if the Corporation shall be requested in writing by the Stockholder Representative to effect the registration under the Securities Act of any of the Second Earnout Restricted Shares, the Corporation shall use commercially reasonable efforts to effect the registration under the Securities Act of the Second Earnout Restricted Shares which the Corporation has been so requested to register. Notwithstanding the foregoing, the Corporation shall not be obligated to effect any registration under the Securities Act except in accordance with the following provisions: (i) intends the Corporation shall not be obligated to offer or use commercially reasonable efforts to cause to be offered for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state become effective a registration statement with respect to the number of shares of Registrable Securities First Earnout Restricted Shares prior to be disposed of and 180 days following the intended method of disposition of such shares by IXC) First Earnout Issuance Date and (ii) request that the Company cause such Registrable Securities Corporation shall not be obligated 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 commercially reasonable best efforts to cause such Registrable Securities as may to become effective a registration statement with respect to the Second Earnout Restricted Shares prior to 180 days following the Second Earnout Issuance Date; B. the Corporation shall not be requested by IXC or such securities as may be requested by obligated to use commercially reasonable efforts to file and cause to become effective (i) more than one registration statement with respect to the First Earnout Restricted Shares and more than one registration statement with respect to the Second Earnout Restricted Shares, (ii) any such Person to be registered registration statement during any period in which any other registration statement (other than on Form S-8 promulgated under the Securities Act or any successor forms thereto) pursuant to which Primary Shares are to be or were sold has been filed and not withdrawn or has been declared effective within 125 the prior 90 days or (iii) any registration statement unless such registration statement relates to Restricted Shares having a minimum aggregate offering price of $1.0 million (based on the then-current market price or fair value of the Common Stock); C. the Corporation is eligible to use Form S-3 promulgated under the Securities Act or any successor form thereto; D. each Holder may only include on each registration statement (i) up to 50% of the First Earnout Restricted Shares issued to such Holder and (ii) up to 50% of the Second Earnout Restricted Shares issued to such Holder; E. the Corporation may delay the filing or effectiveness of any registration statement or suspend the sale of Restricted Shares under a registration statement if (i) the Corporation is engaged, or has fixed plans to engage within 90 days of the notification by IXCtime of such request, in accordance a firm commitment underwritten public offering of Primary Shares, or (ii) there is material non-public information regarding the Corporation which the Corporation’s Board of Directors (the “Board”) reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation is not otherwise required to disclose, or (iii) there is a significant business opportunity (including, but not limited to, the acquisition or disposition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or other similar transaction) available to the Corporation which the Board reasonably determines not to be in the Corporation’s best interest to disclose and which the Corporation would be required to disclose under the registration statement, or (iv) the Corporation reasonably determines that such registration and offering would interfere with any material transaction involving the Corporation, as approved by the Board or would impair in any manner the registration rights granted to holders of Other Shares prior to the date of this Agreement, or (v) the Corporation has received notice in connection with the terms filing of this Section 2.2; provided, however, that unless such a registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one statement on behalf of the three requests for registration holder(s) of Other Shares (provided that may be made by IXC under this Section 2.2. IXC in the case of (v), the Holders shall have the right to select the investment banker(s) include their First Earnout Restricted Shares or Second Earnout Restricted Shares, as applicable, on such a registration if 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 extent permitted by the Company, IXC and terms governing the other Persons participating in a registration under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with rights held by the underwriting holders of such registration. In the case of the Other Shares); F. with respect to any 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 Agreement, the Corporation shall advise IXC and the other Persons who requested to participate in give notice of such registration promptly after such determination by to the underwriter, and the number holders of securities that all Other Shares which are entitled to registration rights under a written agreement with the Corporation that would permit such holders to be included in such registration, and the registration and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, the number of securities that Corporation 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 include in such registration and underwriting any Primary Shares or Other Shares, provided that, notwithstanding anything to the contrary in proportionthis Agreement, as nearly as practicablebetween the Corporation and the Holders, to their respective holdings any additional cost of Registrable Securities including any such Primary Shares or Other Shares shall be the responsibility of the Corporation; and other securities; provided, further, however, that if the number method of Registrable Securities pursuant disposition selected by the Holders is an underwritten public offering and the managing underwriter of such offering advises the Corporation that the inclusion of all Restricted Shares, Primary Shares and/or Other Shares proposed to be included in such registration shall would interfere with the successful marketing (including pricing) of the Restricted Shares proposed to be reduced to a number which is less than 80% of included in such registration, then the number of Registrable Securities as Restricted Shares, Primary Shares and/or Other Shares proposed 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 included in such registration shall be borne included in the following order: 1. first, the Restricted Shares requested to be included in such registration (or, if necessary, such Restricted Shares pro rata among the holders thereof based upon the number of Restricted Shares requested to be registered by each such holder); 2. second, the Other Shares which are entitled to registration rights; and 3. third, the Primary Shares; G. if the method of disposition requested by the Company; providedHolders is an underwritten public offering, however, that (i) the Company shall have no liability for the right, in its sole and exclusive discretion, to designate the underwriters of such expenses offering; and H. at any time before the registration statement covering Restricted Shares becomes effective, the Stockholder Representative may request the Corporation to withdraw or not to file the registration statement. In that event, if such registration does request of withdrawal shall not become effective due solely to have been caused by, or made in response 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 of an event on the Company. Notwithstanding anything in this Section 2.2 to business, properties, condition, financial or otherwise, or operations of the contraryCorporation, the Company Holders shall not be required deemed to effect a have used their registration rights under this Section 2.2 more than 135 days following Agreement with respect to their First Earnout Restricted Shares or Second Earnout Restricted Shares, as applicable, and the end of the Company's fiscal year, if Corporation shall no longer be obligated to 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 aboveRestricted Shares.

Required Registrations. 3.1 At any time or times after the earlier of (a) six (6) months after the effective date hereof of the Company’s initial public offering of its equity securities and (b) May 31, 2009, the Initiating Purchasers 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 Purchasers so long as IXC the anticipated aggregate gross proceeds in any such registration are anticipated to exceed $10,000,000. If the Initiating Purchasers intend to distribute the Registrable Shares by means of an underwriting, they shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act), IXC may notify 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 Purchasers to participate in such registration shall be borne conditioned on such Purchasers’ participation in such underwriting. Upon receipt of any such request from the Initiating Purchasers, the Company shall promptly give written notice of such proposed registration to all other Purchasers. Such other Purchasers 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 Registrable Shares as such Purchasers may request in such notice of election. All Purchasers proposing to distribute their Registrable Shares through such underwriting shall enter into an underwriting agreement with respect to such Registrable Shares in customary form with an underwriter or underwriters that is selected pursuant to Section 13 hereof. 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 Registrable Shares that the Company has been requested to so register. If the underwriter determines that in its good faith view, marketing factors require a limitation of the number of shares to be underwritten and provides written notice of such to the holders of Registrable Shares requesting registration and the Company of such determination, 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 Common Stock requested to be included in such registration. If any registration statement requested pursuant to this Section 3.1 does not become effective or, after any registration statement requested pursuant to this Section 3.1 becomes effective, less than fifty percent (50%) of the Registrable Shares requested to be included in such registration have been sold thereunder, the request for such registration shall not be included as one of the registrations that may be requested pursuant to this Section 3.1 and, notwithstanding anything to the contrary contained in Section 6 hereof, shall be at the sole expense of the Company. 3.2 After its initial public offering, the Company shall use its best efforts to qualify on Form S-3 (or any successor form relating to secondary offerings, hereinafter, “Form S-3”). At any time after the Company becomes eligible to file a Registration Statement on Form S-3, in addition to the rights set forth in Section 3.1 above, the Purchasers will have the right to require the Company to effect Registration Statements on Form S-3 of Registrable Shares having a minimum anticipated gross proceeds in each registration on Form S-3 of at least $500,000; 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 three (3) such Registration Statements in any twelve (12)-month period. Upon receipt of the Company's fiscal year, if any 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 sentencerequest, the Company will commence shall promptly give written notice of such proposed registration promptly following to all other Purchasers. Such other Purchasers shall have the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable right, by giving written notice to the Company within thirty (30) days after the Company provides its notice, to facilitate elect to have included in such registration such of their Registrable Shares as such Purchasers may request in such notice of election. Thereupon, the demand registrations Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3 of all Registrable Shares that the Company has been requested to so register. 3.3 If at the time of any request to register Registrable Shares pursuant to this Section 3, (a) the Company has not delayed any other registration pursuant to this Section 3 for any period of time during the preceding twelve (12) month period and (b) the Company is engaged, or has fixed plans to engage within thirty (30) days of the time of such request, in a registered public offering as to which the Purchasers may include Registrable Shares pursuant to Section 4, the Company may delay any such requested registration for up to ninety (90) days from the effective date of such offering, provided for abovethat the Company is actively employing all good faith efforts to cause the occurrence of such registered public offering, such right to delay a request to be exercised by the Company not more than once in any twelve (12) month period.

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 the "Initial Public Offering") and prior to five years following such effective date, the Company shall be requested in writing by the Holder(s) of at least 50% of the outstanding shares of Registrable Securities to effect the registration under the Securities Act of outstanding shares of Registrable Securities having an anticipated selling price of no less than $2,000,000, the Company shall promptly give written notice of such proposed registration to all record Holders of Registrable Securities. Such Holders shall have the right, by giving written notice to the Company within 30 days from receipt of the Company's notice, to elect to have included in such registration such of their Registrable Securities as IXC shall own such Holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as practicable, use its best efforts to 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 two registration statements pursuant to which Registrable Securities are sold under this Section 8.2(a). Notwithstanding the foregoing, if the Company shall furnish to the Holders of Registrable Securities requesting registration pursuant to this Section 8.2(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 the Company's obligation to use its best efforts to file and cause to become effective such registration statement may be deferred for a period which shall not eligible exceed 180 days. This deferral right may not be exercised by the Company on more than one occasion for each registration pursuant to this Section 8.2(a). (b) At such time as the Company shall have qualified for the use of Form S-3 (but in no event after the expiration of five years from the effective date of the Initial Public Offering), as the case may be (or any similar form or forms promulgated by the Commission), the Holders of Registrable Securities shall each have the right to request an unlimited number of registrations on Form S-3 or such similar form, as the case may be (collectively, "Form S-3"). The Company shall give prompt written notice of each such proposed registration to all other record Holders of Registrable Securities. Such Holders shall have the right, by giving written notice to the Company within 30 days from receipt of the Company's notice, to elect to have included 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 effect the registration, on Form S-3, of all shares of Registrable Securities which the Company has been requested to register; provided, however, that the Company shall not be obligated to file and cause to become effective (i) more than one registration under Section 8.2(a) or Section 8.2(b) in any one twelve-month period or (ii) any Registration Statement on Form S-3 where the proposed aggregate offering price of the Registrable Securities to be sold thereunder is less than $1,000,000. Registrations effected pursuant to this Section 8.2(b) shall not be counted as required registrations pursuant to Section 8.2(a) hereof. (c) The Company may include in a registration requested under this Section 8.2 (i) any authorized but unissued shares of Common Stock for sale by IXC under Rule 144(kthe Company, and (ii) any shares of its Common Stock held by employees, consultants, directors or other advisers of the Securities Act), IXC may notify Company and with respect to which registration rights have been granted by the Company ("Management Stock"); provided, however, that such shares shall not be included to the extent that the underwriter of the shares so proposed to be registered (if the offering is underwritten) or, if the offering is not underwritten, the Holders of a majority of the shares of Registrable Securities included therein determine in writing good faith that it (i) intends the inclusion of such shares will interfere with the successful marketing of the shares of Registrable Securities to offer or cause be included therein. If the offering to which a registration statement under this Section 8.2 relates is an underwritten offering, and if, after all shares of Common Stock proposed to be offered for public sale by the Company and all or any portion such shares of its Registrable Securities (Management Stock have been excluded from such requests shall be in writing and shall state the registration, a greater number of shares of Registrable Securities is offered for participation in such underwriting than in the opinion of the managing underwriter can be accommodated without adversely affecting the underwriting, the amount of Registrable Securities proposed to be disposed offered in the underwriting shall be reduced, pro-rata (based upon the amount of and the intended method of disposition of such shares by IXC) and (ii) request that the Company cause such Registrable Securities owned) among all Holders participating in such registration, to be registered under a number deemed satisfactory by the Securities Actmanaging underwriter; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt purposes -------- ------- of making any such reduction, with respect to each Purchaser, the partners and retired partners of such notification, subject to Section 2.7 hereofPurchaser, 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 estates and family members of any such Person delivered to partners and retired partners and their spouses, and any trusts for the Company within 30 days after receipt from benefit of any of the Company of such notification, the Company will use its reasonable best efforts to cause such Registrable Securities as may foregoing persons shall be requested by IXC or such securities as may be requested by any such Person deemed to be registered under the Securities Act within 125 days a single "Holder" of the notification by IXCRegistrable Securities, in accordance and any pro-rata reduction with the terms of this Section 2.2; provided, however, that unless respect to 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 "Holder" shall be based upon the aggregate amount 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 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 owned by such underwriter would adversely affect such offering, then the Company may (subject to the allocation priority set forth below) exclude from such registration all entities 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 individuals included in such registration and underwriting in proportion"Holder", 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 defined 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 aboveprovision.

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 conditioned on such Stockholders' participation in such underwriting upon the same terms and conditions. Upon receipt of any such request, Transcend shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to Transcend within 30 days after Transcend provides its notice, to elect to have included in such registration such of their Registrable Shares as such Stockholders may request in such notice of election, subject to the Company; providedapproval of the underwriter managing the offering. Thereupon, howeverTranscend shall, that as expeditiously as possible, use its best efforts to effect the registration, on Form S-1 or Form S-2 (or any successor form) or such other appropriate Registration Statement designated by such Stockholder or Stockholders, of all Registrable Shares which Transcend has been requested to so register. 4.2. At any time after Transcend becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), (i) a Preferred Stockholder or Stockholders holding not less than thirty-five percent (35 %) of the Company shall have no liability for then outstanding Preferred Registrable Shares may request Transcend, in writing, to effect registration on Form S-3 (or such expenses if such registration does not become effective due solely to the action successor form), of Preferred Registrable Shares or failure to act of IXC and (ii) IXC and other Persons who requested a Common Stockholder or Stockholders holding not less than thirty-five percent (35 %) of the then outstanding Common Registrable Shares may request Transcend, in writing, to participate effect registration on Form S-3 (or such successor form), of Common Registrable Shares. Upon receipt of either or both such requests, Transcend shall promptly give written notice of such proposed registration(s) to all Stockholders. Such Stockholders shall have the right, by giving written notice to Transcend within thirty days after Transcend provides its notice, to elect to 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, subject to the approval of the underwriter managing the offering. Thereupon, Transcend shall, as expeditiously as possible, use its best efforts to effect the registration, on Form S-3 (or other securities being registered and transfer taxes on shares being sold by them. The Company may postpone the filing such 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 the Company all Registrable Shares which Transcend 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 Companyrequested to so register. 4.3. Notwithstanding anything in this Section 2.2 to the contrary, the Company Transcend shall not be required to effect more than one registration pursuant to the first sentence or second sentence of Section 4.1 or more than one registration pursuant to clauses (i) or (ii) of Section 4.2. In addition, Transcend shall not be required to effect any registration (other than on Form S-3 or any successor form relating to secondary offerings, if available) within six months after the effective date of any other Registration Statement of Transcend. 4.4. A registration pursuant to the first or second sentence of Section 4.1 shall not count for purposes of the limitation set forth in Section 4.3 (i) unless the offering becomes effective and the requesting Stockholders are able to sell at least 75% of the Registrable Shares sought to be included in the Registration or (ii) if Transcend is engaged or has fixed plans within 30 days of the time of the request to engage, in a registration under registered public offering as to which the Stockholders may include Registerable Shares pursuant to Section 4.5. In the event of a clause (ii) of this Section 2.2 4.4 occurrence, Transcend may at its option direct that such request be delayed for a period of six months from the effective date of such offering, any such right to delay a request to be exercised by Transcend not 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 once in any interim period not otherwise prepared by the Company. If a demand registration is requested during such two-year 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. (i) At any time after June 30, 1997, a Stockholder or times after Stockholders holding Registrable Shares may request Banyan, in writing, to effect the date hereof 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 or other form relating to secondary offerings) of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the Securities Actcurrent public market price), 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 any such notificationrequest, subject to Section 2.7 hereof, the Company will notify all of the Persons who would be entitled to Banyan 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 Stockholders. Upon Such Stockholders shall have the right, by giving written request of any such Person delivered notice to the Company Banyan within 30 days after receipt from the Company of such notificationBanyan provides 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, 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 such of their Registrable Shares as such Stockholders may request in proportionsuch notice of election. Thereupon, Banyan shall, as nearly expeditiously as practicablepossible, use its best efforts to their respective holdings effect the registration on Form S-3, or such other 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 Banyan has been 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 register. (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 Banyan shall not be required to effect a registration under more than two registrations pursuant to paragraph (i) above. (iii) If at the time of any request to register Registrable Shares pursuant to this Section 2.2 more than 135 8.1(c), Banyan is engaged or has fixed plans to engage within 30 days following the end of the Companytime of the request in a registered public offering as to which the Stockholders may include Registrable Shares pursuant to subsection 8.1(d) or is engaged in any other activity which, in the good faith determination of Banyan's fiscal yearBoard of Directors, if would be adversely affected by the requested registration to the material detriment of Banyan, then Banyan may at its option direct that such request be delayed for a period not in excess of 90 days from the effective date of such offering or the date of commencement of such other material activity, as the case may be. (iv) Banyan shall not be obligated to effect, or to take any action to effect, any such registration shall require pursuant to this Section 8(c): (A) In any particular jurisdiction in which Banyan would be required to execute a general consent to qualify as a foreign corporation or to service of process in effecting such registration, qualification, or compliance; or (B) During the preparation period starting with the date sixty (60) days prior to Banyan's good faith estimate of audited financial statements for any interim period not otherwise prepared by the Company. If date of filing of, and ending on a demand registration date one hundred twenty (120) days after the effective date of, a Banyan-initiated registration; provided that Banyan is requested during such period, subject actively employing in good faith all reasonable efforts to the second preceding sentence, the Company will commence cause such registration promptly following the end of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable statement to the Company to facilitate the demand registrations provided for abovebecome effective.

Required Registrations. At any time (a) Commencing on January 23, 1999, a Stockholder or times after Stockholders holding in the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) aggregate at least 51% of the Securities Act)Registrable Shares may request, 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 which request shall state the number of shares of Registrable Securities Shares to be disposed of and so registered, the intended method of disposition distribution and a certification as to the market value of such shares by IXC) and (ii) request as described below), that the Company cause effect the registration of Registrable Shares owned by such Registrable Securities to be registered under Stockholder or Stockholders having an aggregate offering price of at least $3,000,000 (based on the Securities Act; providedlast reported sale price for the Common Stock on the business day preceding the date of such written request, however, that IXC may make only three requests as reported by the NASDAQ National Market System or any other exchange or market on which the Common Stock is then listed or included for registration under this Section 2.2quotation). 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 within 10 days give written notice of a such proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notificationto all 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 Company will use its reasonable best efforts to cause such Registrable Securities as may be Shares requested by IXC or such securities as may be requested by any such Person to be registered under by all Stockholders may not be included in the Securities Act within 125 days offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of the notification by IXCRegistrable Shares which they have requested to be so registered, 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 Shares shall not be counted as one of reduced unless all securities that are not Registrable Shares are first excluded from the three requests for registration that may be made by IXC under this Section 2.2underwriting. 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; providedThereupon, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely file a Registration Statement under the Securities Act, to the action or failure extent necessary 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 permit the sale or other securities being registered and transfer taxes on shares being sold by them. disposition of the subject Registrable Shares in accordance with the intended method of distribution specified in the written registration request. (b) The Company may postpone the filing of any registration statement shall not be 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 Companymore than two registrations pursuant to paragraph (a) above. Notwithstanding anything in this Section 2.2 to the contraryIn addition, the Company shall not be required to effect any registration within six months after the effective date of any other Registration Statement. (c) If at the time any request to register Registrable Shares pursuant to this Section 2 is received by the Company, the Company is engaged in, or the Board of Directors of the Company has resolved to initiate within 30 days of the time of the request for a registration under as provided in this Section 2.2 more 2, a registered public offering as to which the Stockholders are entitled to include Registrable Shares pursuant to Section 3, or is engaged in any activity other than 135 days following such a public offering which, in the end good faith determination of the Company's fiscal yearBoard of Directors, if would be materially adversely affected by the requested registration, then the Company may at its option direct that such registration shall require the preparation of audited financial statements requested be delayed for any interim a period not otherwise prepared in excess of 120 days from (i) the earlier of (1) the effective date of such offering and (2) the 90th day after the filing of such offering, or (ii) the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company. If a demand registration is requested during such Company not more than once in any consecutive 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.

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 or times after the date hereof Company becomes eligible to file a Registration Statement on Form S-3 (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Actor any successor form relating to secondary offerings), IXC a Holder or Holders holding Registrable Shares may notify the Company request, 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 writing, that the Company cause effect the registration on Form S-3 (or such successor form), of Registrable Securities Shares having an aggregate value of at least $100,000,000 (based on the public market price on the date of such request). (b) Upon receipt of any request for registration pursuant to be registered under this Section 2, the Securities ActCompany shall promptly give written notice of such proposed registration to all other Holders. Such Holders shall have the right, by giving written notice to the Company within 10 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 in the case of an underwritten offering to the terms of Section 2.1(c). In the event that the Company does not receive a written notice of election from a Holder within such 10-day period, such Holder will have waived its right to have any Registrable Shares included in such registration. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Shares which the Company has been requested to so register; 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 only be obligated to effect such registration on Form S-3 (or any successor form). (c) If the Initiating Holders intend to distribute the Registrable Shares covered by their request by means of an underwriting, they shall so advise the Persons who would be entitled Company as a part of their request made pursuant to Section 2.1(a), and the Company shall include such information in its written notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of referred to in Section 2.1(b). In such notification. Upon event, (i) the written request right of any such Person delivered Holder to the Company within 30 days after receipt from the Company of such notification, the Company will use include 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, Shares 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 be conditioned upon such Holder’s participation in such underwriting on the terms set forth herein, and (ii) all Holders including Registrable Shares in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not be counted as one provide for indemnification or contribution obligations on the part of the three requests for registration that may be made by IXC under this Holders materially greater than the obligations of the Holders pursuant to Section 2.22.3. IXC The Company shall have the right to select the investment banker(smanaging underwriter(s) and manager(s) (which shall be of national standing and reputation) to administer for any underwritten public offering under this requested pursuant to Section 2.22.1(a), subject provided that the Holders of a majority of the Registrable Shares participating in such underwritten offering consent to the execution and delivery managing underwriter(s) selected by such investment banker(s) to the Company of a confidentiality agreement in form and substance satisfactory to the Company. If any Holder who has requested inclusion of its Registrable Shares in writing such registration as provided above disapproves of the terms of the underwriting, such Holder may elect, by written notice to the Company, IXC to withdraw its Registrable Shares from such Registration Statement and underwriting. If 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 managing underwriter determines that the registration of securities in excess of an amount determined by such underwriter would adversely affect such offering, then advises 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 writing that marketing factors require a limitation on the number of securities that are entitled shares to be underwritten, the number of Registrable Shares 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 Registration Statement and underwriting shall be allocated among IXC and such other Persons all Holders requesting that Registrable Securities or other securities be included in such registration and underwriting in proportion, as nearly as practicable, to their the respective holdings number of Registrable Securities Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a). If any Holder would thus be entitled to include more Registrable Shares than such Holder requested to be registered, the excess shall be allocated among other requesting Holders pro rata in the manner described in the preceding sentence. If the Company desires that any other officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1 or if Other Holders request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein applicable to the Holders. If the managing underwriter advises the Company in writing that marketing factors require a limitation on the number of shares to be underwritten, the shares held by officers or directors of the Company and by Other Holders (other securities; providedthan Registrable Shares) shall be excluded from such Registration Statement and underwriting to the extent deemed advisable by the managing underwriter, howeverand if a further reduction of the number of shares is required, the number of shares that may be included in such Registration Statement and underwriting shall be allocated among all Holders requesting registration in proportion, as nearly as practicable, to the respective number of Registrable Shares held by them on the date of the request for registration made by the Initiating Holders pursuant to Section 2.1(a). If any such stockholder would thus be entitled to include more shares than such stockholder requested to be registered, the excess shall be allocated among other participating stockholders pro rata in the manner described in the preceding sentence. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Securities pursuant to such registration shall be reduced to a number Shares and other securities 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 would otherwise have been included in 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 underwriting will not thereby be borne by the Company; provided, however, that limited. (id) 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 more than four registrations pursuant to Section 2.1(a). For purposes of this Section 2.2 more 2.1(d), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless the Initiating Holders withdraw their request for such registration (other than 135 days following as a result of information concerning the end business or financial condition of the Company which is made known to the Holders after the date on which such registration was requested) and elect not to pay the Registration Expenses therefor pursuant to Section 2.4). For purposes of this Section 2.1(d), a Registration Statement shall not be counted if, as a result of an exercise of the underwriter’s cut-back provisions, less than 50 percent of the total number of Registrable Shares that Holders have requested to be included in such Registration Statement are so included. (e) If at the time of any request to register Registrable Shares by Initiating Holders pursuant to this Section 2.1, the Company is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Company's fiscal year’s Board of Directors, if would be adversely affected by the requested registration, then the Company may at its option direct that such registration shall require the preparation of audited financial statements request be delayed for any interim a period not otherwise prepared by in excess of 120 days from the Company. If a demand registration is requested during date of 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 aboverequest.

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 so register. (b) The Company shall not be required to effect a registration under this Section 2.2 more than 135 days following two registrations pursuant to the end first sentence of paragraph (a) above; provided, however, in the event of a proration pursuant to the foregoing paragraph (a) which results in Holder holding Registrable Securities having less than all of the requested securities being included in a current registration, then, to the extent of such unincluded Registrable Securities, the Holder shall receive an additional demand registration right upon the expiration of any blackout period, subject to any priority rights provided in paragraph (a), and the Company shall be obligated to file an additional registration statement (which registration statement shall contain a current prospectus) relating to the Registrable Securities; and (ii) the Company shall use its best efforts to effect the registration of such Registrable Securities as promptly as practicable thereafter. In addition to the foregoing, the Company shall agree upon the first anniversary 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, becoming subject to the second preceding sentencereporting requirements of Section 13 or 15(d) of the Exchange Act to file a registration statement on Form S-3 (if then available) covering the resale from time to time of all of the remaining Registrable Securities. (c) The Registration Expenses (as defined in Section 4) shall be paid by the Company with respect to all registrations effected pursuant to this Section. (d) The Company may delay the filing or effectiveness of any registration statement for a period of up to 180 days after the date of a request pursuant to this Section 1 if at the time of such request to register Registrable Securities: (i) the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a firm commitment underwritten public offering or (ii) if the Company furnishes to the Holder requesting registration a certificate signed by senior executive officer of the Company stating that the Company is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, is a material non-public event which would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 90 days from the effective date of such offering or the date of commencement of such other material activity, as the case may be, provided, however, the Company will commence such registration promptly following may not utilize the end of the next fiscal year. The Company will enter into customary agreements right set forth in this clause (including underwriting agreementsii) reasonably acceptable to the Company to facilitate the demand registrations provided for abovemore than once in any 12-month period.

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(ka) 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 Company Stockholders holding not fewer than 35% of the Registrable Shares given to the Company within 30 days after receipt from the Company of such notificationBuyer on or before October 31, 1998, the Company will Buyer shall 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 promptly 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 Shares owned by such Company Stockholders under the Securities Act. If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Buyer in connection with an underwritten public offering under this Section 2.2their request. In the event such registration is underwritten, the right of other Company Stockholders to participate shall be conditioned on such Company Stockholders' participation in such underwriting. Upon receipt of any such request, the Buyer shall promptly give written notice of such proposed registration to all Company Stockholders. Such Company Stockholders shall have the right, by giving written notice to the Buyer within 20 days after the Buyer provides its notice, to elect to have included in such registration such of their Registrable Shares as such Company Stockholders may request in such notice of election; provided that if the underwriter (if any) managing the offering determines that that, because of marketing factors, all of the Registrable Shares requested to be registered by all Company Stockholders may not be included in the offering, then all Company Stockholders who have requested registration shall participate in the registration pro rata based upon the number of securities Registrable Shares owned by them. (b) The Buyer shall not be required to effect more than one registration pursuant to paragraph (a) above. (c) Notwithstanding the foregoing, the Company Stockholders shall have no right to sell Registrable Shares prior to April 27, 1998, and in excess no event shall the Buyer be required to request that a Registration Statement filed hereunder be declared effective by the Commission before April 27, 1998. If at the time of an amount determined by such underwriter would adversely affect such offeringany request to register Registrable Shares pursuant to this Section 2, the Buyer is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering as to which the Company Stockholders may include Registrable Shares pursuant to Section 3, then the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all of instead include the Registrable Securities Shares so requested to be registered in such other registered public offering, in which case the Buyer shall have no further obligations under this Section 2 unless and other securities which would otherwise be underwritten until such Registration Statement 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; 3 is withdrawn (provided, however, that if fewer than all of the number of Registrable Securities Shares which the Company Stockholders have requested to be registered pursuant to such registration Section 3 are actually so registered, then the Buyer's obligations under Section 2 shall be reduced reinstated (provided that no Registration Statement shall be required to a number which is less than 80% be filed under Section 2 before the expiration of 60 days following the number completion of any offering under Section 3)). If at the time of any request to register Registrable Securities as to which IXC requested registration Shares pursuant to this Section 2.22, the Buyer is engaged in any other activity which, in the good faith determination of the Buyer's Board of Directors would be required to be disclosed by the Buyer in the Registration Statement relating to such requested registration, and such disclosure would, in the good faith determination of the Buyer's Board of Directors interfere with the ability of the Buyer to consummate such transaction, then such registration shall not be counted as one of the three requests for registration that Buyer 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 at its option direct that such filing would require request be delayed until the disclosure Board of a material transaction or other matter and the Company Directors 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 delay 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 aboveno longer necessary.

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 on or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)Closing, IXC Seller may notify the Company request, 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 writing, that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for Buyer effect a separate 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 for each of the notification by IXCShares and the Additional Shares on Form S-3. At the request of Seller, the Warrant Shares shall be included in accordance with either such registration. The Shares, the terms Additional Shares and the Warrant Shares are hereinafter collectively referred to as the "Registrable Shares." In each such case, the Buyer shall promptly use commercially reasonable efforts to effect the registration. Notwithstanding the foregoing, if at the time of the issuance of the Additional Shares, the Shares have not been registered pursuant to this Section 2.2; provided9.1, however, that unless Seller shall thereafter include both the Shares and the Additional Shares in any such registration becomes effective request and remains in Buyer shall thereupon only be required to effect for 60 days, such one (1) registration of the Registrable Shares pursuant to this Section 9.1. Seller shall not be counted as one permitted to request a separate registration of the three requests for registration that may be made Warrant Shares. (b) If at the time of any request to register any of the Registrable Shares by IXC under the Seller pursuant to this Section 2.2. IXC shall have 9.1, the Buyer is engaged or has plans to engage in a registered public offering or is engaged in any other activity which, in the good faith determination of the Buyer's Board of Directors, would be adversely affected by the requested registration, then the Buyer may at its option direct that such request be delayed for a period not in excess of 60 days from the date of such request, such right to select delay a request to be exercised by the investment banker(sBuyer not more than once in any 12-month period. (c) and manager(s) (which shall be of national standing and reputation) The Buyer agrees to administer use commercially reasonable efforts to keep any underwritten public offering under registration statement filed pursuant to this Section 2.2, subject to 9.1 effective and current until the execution and delivery by such investment banker(searlier of (i) to one year from 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 effective date of the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if statement or (ii) the underwriter determines date 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 Shares covered 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 statement have been sold by the Company; provided, however, that Seller or (iiii) 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.such

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, use its best efforts to their respective holdings effect the registration of all such 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 Shares. (ib) 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 ACADIA shall not be required to effect a more than three registrations pursuant to paragraph (a) above. In addition, ACADIA shall not be required to effect any registration under (other than on Form S-3 or any successor form) within six months after the effective date of any other Registration Statement of ACADIA. (c) If at the time of any request to register Registrable Shares pursuant to this Section 2.1, ACADIA is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering as to which Holders may include Registrable Shares pursuant to Section 2.2 or is engaged in any other activity which, in the good faith determination of the ACADIA Board, would be adversely affected by the requested registration to the material detriment of ACADIA, then ACADIA may at its option direct that such request be delayed for a period not in excess of six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request may not be exercised by ACADIA 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 once in any interim period not otherwise prepared by the Company. If a demand registration is requested during such two-year 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 NexMed, on one occasion at any time or times after the date hereof Closing Date but before the second anniversary of the Closing Date, receives a written request for registration from Odontex stating that it contemplates selling not less than [fifty] percent (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k[50]%) of the Shares under circumstances, which shall be described in detail in the request, requiring registration under the Securities Act, then as soon as practicable following the date that NexMed is eligible to register securities on Form S-3 (or any successor form thereto), IXC but in no event later than 24 months following the date hereof, subject to the limitations set forth in this Section 7.4, shall file a Registration Statement with the Commission to register the Shares contemplated to be sold. (b) After filing the Registration Statement, NexMed shall use its best efforts and shall take all appropriate actions to cause the Registration Statement to become effective as soon as practicable. After the Registration Statement becomes effective NexMed shall use its best efforts and shall take all appropriate actions to maintain the effectiveness of the Registration Statement for such reasonable period, not exceeding six months, as Odontex may notify require to complete its contemplated sale in compliance with the Company Securities Act. So long as the Registration Statement remains in writing that it effect, NexMed shall furnish to Odontex and its underwriters such quantities of each prospectus included in the Registration Statement as they may reasonably request. (c) Notwithstanding the other provisions of this Section 7.4, NexMed may postpone the filing of a Registration Statement pursuant to Section 7.4(a) hereof for an additional period of up to 180 days if (i) intends to offer the postponement will avoid the necessity of preparing audited financial statements as of a date other than the end of a fiscal year 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 the Chairman of the Board or Chief Executive Officer of NexMed determines in good faith that the Company cause such Registrable postponement is necessary to avoid serious jeopardy to NexMed, any significant business prospect of NexMed or the security holders of NexMed considered as a group. Notwithstanding the other provisions of this Section 7.4, NexMed shall not be obligated to file any Registration Statement pursuant to this Section 7.4 hereof: (1) If NexMed delivers to Odontex an opinion of qualified counsel, selected by NexMed, that under the circumstances in which Odontex contemplates selling its Shares, an exemption from registration under the Securities to Act, including, but not limited to, the exemption provided by Rule 144, assuming compliance with the conditions stated therein (except paragraph (c) of Rule 144), is available and that as a result, the Shares may be sold into the public market without being 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, Odontex shall cooperate with NexMed and its counsel in investigating and assessing 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 availability of any such Person delivered exemption. (2) During the period commencing with the date of filing of a registration statement under the Securities Act pertaining to the Company within 30 an underwritten public offering of securities to be sold by NexMed and ending 180 days after receipt from the Company effective date of such notificationregistration statement, the Company will use its provided that during such period NexMed in good faith uses reasonable best efforts to cause such Registrable Securities as may be requested registration statement to become effective and to complete the public offering covered by IXC or such securities as may be requested by any such Person to be registered under registration statement. (3) During the Securities Act within 125 days of the notification by IXC, in accordance period commencing with the terms date on which NexMed, pursuant to Section 7.5 hereof, shall notify Odontex 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 its intention 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 file 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 statement pertaining to 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 NexMed (provided such underwriter would adversely affect such offering, then date is not more than 30 days following the Company may (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all date of the Registrable Securities and other securities which would otherwise be underwritten initial receipt by NexMed of the request of Odontex pursuant to this Section 2.2. The Company shall advise IXC 7.4(a) hereof) and ending with the other Persons who requested to participate in such registration promptly after such determination by the underwriter, and the number earliest 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 date of filing of such registration does not become effective due solely to the action or failure to act of IXC and statement, (ii) IXC and other Persons who requested the date of abandonment by NexMed of such intention to participate in file (notice of which shall be given promptly to Odontex) or (iii) the 180th day after such registration shall bear underwriting and selling discounts and commissions attributable notification of intention to their Registrable Securities or other securities being registered and transfer taxes on shares being sold by themfile. 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 Nothing in this Section 2.2 7 shall prohibit NexMed from including in any Registration Statement filed pursuant to Section 9.4(a) hereof other outstanding securities of NexMed to be sold by or for the contrary, the Company shall not be required account of any other security holder if NexMed determines that it is obligated 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 abovedo so.

Required Registrations. (1) At any time or times after August 3, 2001, 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)Stockholder may request, 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 writing, that the Company cause such Registrable Securities 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. Act of Registrable Shares owned by the Stockholder. (2) Upon receipt of such notificationany request for registration pursuant to this Section 2 received after August 3, subject to Section 2.7 hereof2001, 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 shall 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 Form S-3 under the Securities Act within 125 days (or, if such form is not available, such other form as shall be appropriate for such sale), of all Registrable Shares which the Company has been requested to so register. (3) If the Stockholder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2(a). If other holders of securities of the notification Company who are entitled by IXCcontract with the Company to have securities included in such a registration (the "OTHER HOLDERS") request that their securities be included in such registration and underwriting, the Company may include the securities of such Other Holders in accordance such registration and underwriting on the terms set forth herein. The Company shall (together with the Stockholder and all Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions) with the managing underwriter. Notwithstanding any other provision of this Section 2(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by Other Holders shall first be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter and, if all such shares have been excluded and further limitation of the number of shares is required, Registrable Shares shall then be excluded from such underwriting and registration to the extent deemed advisable by the managing underwriter. If the Stockholder or any Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of this Section 2.2; providedthe underwriting, howeversuch person may elect to withdraw therefrom by written notice to the Company, that unless and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration becomes effective if the managing underwriter so agrees and remains if the number of Registrable Shares and other securities which would otherwise have been included in effect for 60 days, such registration shall and underwriting will not thereby be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC limited. (4) The Stockholder shall have the right to select the investment banker(smanaging underwriter(s) and manager(s) (which shall be of national standing and reputation) to administer for any underwritten public offering under this requested pursuant to Section 2.22(a), subject to the execution and delivery by such investment banker(s) to the Company approval 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 which approval will not be unreasonably withheld. (subject to the allocation priority set forth below5) 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 not be required 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 effect more than four registrations pursuant 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 2.22. 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 contraryIn addition, the Company shall not be required to effect a any registration under within six months after the effective date of any other Registration Statement. For purposes of this Section 2.2 more than 135 days following 2(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the end Commission (unless the Stockholder withdraws its request for such registration and elects not to pay the Registration Expenses therefor pursuant to Section 5). (6) If at the time of any request to register Registrable Shares by the Stockholder pursuant to this Section 2, the Company is engaged or has plans to engage in a registered public offering or is engaged or plans to engage in any other activity which, in the good faith determination of the Company's fiscal yearBoard of Directors, if would be adversely affected by the requested registration, then the Company may at its option direct that such registration shall require the preparation of audited financial statements request be delayed for any interim a period not otherwise prepared in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company. If a demand registration is requested during such Company not more than once, or for an aggregate delay of more than 90 days, in any 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.

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(k) of limitations set forth below, the Securities Act)Holder may demand, IXC may notify in writing, that the Company in writing that it (i) intends to offer or file and cause to be offered for public sale all declared effective a Registration Statement on form S-3 (a "Demand Registration Statement") covering any 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 Registrable Shares held by such notificationHolder. Upon the written request of any such Person delivered to the The Company within 30 days after receipt from the Company of such notification, the Company will shall use its reasonable best efforts to file and cause such Registrable Securities Demand Registration Statement to become effective as may be requested by IXC or soon as possible following filing thereof, but not later than 75 days following such securities demand for registration and shall keep the Demand Registration Statement effective for so long as may be requested by any such Person the offering thereunder has not been completed (but in no event longer than 180 days from the effective date of the Demand Registration Statement). The Holder is entitled to demand that the Company file and cause to be registered under declared effective a Registration Statement on 4 separate occasions. Notwithstanding anything to the Securities Act within 125 days contrary, no demand shall be deemed to have been made pursuant to this Section 2.1 unless and until a Demand Registration Statement in respect of such demand shall have become effective and (i) such Demand Registration Statement will not have become subject to a stop order, injunction or other order or requirement of the notification SEC or other governmental agency or court, (ii) all of the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with such Demand Registration Statement, if any, will have been satisfied, other than the failure to so satisfy as a result of some act or omission by IXCthe Holder. (b) [Intentionally blank] (c) If Holder intends to distribute the Registrable Shares covered by their request by means of an underwriting, in accordance with they shall so advise the terms Company as a part of this their request made pursuant to Section 2.2; provided, however, that unless 2.1 (a) The securities of the Company held by holders other than Holder shall be excluded from such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one of underwriting to the three requests for registration that may be made extent deemed advisable by IXC under this Section 2.2. IXC the managing underwriter. (d) The Selling Stockholders shall have the right to select the investment banker(smanaging underwriter(s) and manager(s) (which shall be of national standing and reputation) to administer for any underwritten public offering under this requested pursuant to Section 2.22.1, subject to the execution and delivery by such investment banker(s) to the Company approval 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 approval will 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 unreasonably withheld. (ie) 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 four (4) registrations pursuant to Section 2.1 and shall not be required to file a registration under Demand Registration Statement within six months after the effective date of any Demand Registration Statement relating to any prior demand registration. (f) The Company shall not be required to file a Demand Registration Statement pursuant to Section 2.1 if the Company is unable, for any reason, to register such Registrable Shares or Form S-3 or (ii) with respect to Registrable Shares requested by any Selling Stockholder to be registered, all of which can be sold in the immediately following 3 month period pursuant to Rule 144 of the Securities Act. (g) If at the time of any request to register Registrable Shares pursuant to 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 sentence2.1, the Company will commence is engaged in any activity or transaction or preparations or negotiations for any activity or negotiation that the Company desires to keep confidential for business reasons, and the board of directors of the Company determines in good faith that the public disclosure requirements imposed on the Company would require disclosure of such activity or transaction, then the Company may defer such registration promptly following for a period not in excess of 90 days from the end date of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable demand request; provided, that such right to delay a request may be exercised by the Company to facilitate the demand registrations provided for abovenot more than once in any 12-month period.

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 (A) Subject to Sections 2(B) and 5 below, upon the written 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 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 Stock under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt Act made at any time by Holders of such notification, subject to Section 2.7 hereof, the Company will notify all a majority of the Persons who would be entitled to notice shares 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 notificationRegistrable Stock then outstanding, the Company will use its reasonable best efforts to cause effect the registration of Registrable Stock under the 118 Securities Act 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 registered. Whenever the Company shall, pursuant to this Section 2(A), be requested to effect the registration of 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 Registrable Stock); and thereupon the Company will, as expeditiously as is practicable, use its reasonable best efforts to effect the registration, under the Securities as may Act, of such Registrable Stock which the Company has been requested to register for 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. (B) The foregoing registration rights of Holders of Registrable Stock shall be requested deemed satisfied by IXC or such securities as may be requested the Company when two Registration Statements shall have been filed by any such Person to be registered the Company with and made effective by the Securities and Exchange Commission under the Securities Act within 125 days pursuant to requests made pursuant to Section 2(A) and all Registrable Stock offered pursuant to each such Registration Statement shall have been sold. All Holders of Registrable Stock shall use their best efforts to include all shares of Registrable Stock of such Holder in the notification by IXC, in accordance with the terms of first demand registration pursuant to this Section 2.22; provided, however, provided that unless such registration becomes effective and remains in effect for 60 days, such registration Holders shall not be counted as one required to include all such shares of Registrable Stock if it reasonably believes that the three requests for registration that may inclusion of all such shares of Registrable Stock would adversely affect the price at which such shares could be made by IXC under this Section 2.2sold. IXC The Company 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(s) to Registration Statement, but only with the Company consent of the Holders 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 majority of the Registrable Securities and other securities which would otherwise be underwritten Stock included in a Registration Statement filed 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 underwriter2, 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 consent 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 aboveunreasonably withheld.

Required Registrations. (a) At any time or times after August __, 2001, 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)Stockholder may request, 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 writing, that the Company cause such Registrable Securities 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. Act of Registrable Shares owned by the Stockholder. (b) Upon receipt of such notificationany request for registration pursuant to this Section 2 received after August ___, subject to Section 2.7 hereof2001, 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 shall 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 Form S-3 under the Securities Act within 125 days (or, if such form is not available, such other form as shall be appropriate for such sale), of all Registrable Shares which the Company has been requested to so register. (c) If the Stockholder intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2(a). If other holders of securities of the notification Company who are entitled by IXCcontract with the Company to have securities included in such a registration (the "Other Holders") request that their securities be included in such registration and underwriting, the Company may include the securities of such Other Holders in accordance such registration and underwriting on the terms set forth herein. The Company shall (together with the Stockholder and all Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions) with the managing underwriter. Notwithstanding any other provision of this Section 2(c), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by Other Holders shall first be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter and, if all such shares have been excluded and further limitation of the number of shares is required, Registrable Shares shall then be excluded from such underwriting and registration to the extent deemed advisable by the managing underwriter. If the Stockholder or any Other Holder who has requested inclusion in such registration as provided above disapproves of the terms of this Section 2.2; providedthe underwriting, howeversuch person may elect to withdraw therefrom by written notice to the Company, that unless and the securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration becomes effective if the managing underwriter so agrees and remains if the number of Registrable Shares and other securities which would otherwise have been included in effect for 60 days, such registration shall and underwriting will not thereby be counted as one of the three requests for registration that may be made by IXC under this Section 2.2. IXC limited. (d) The Stockholder shall have the right to select the investment banker(smanaging underwriter(s) and manager(s) (which shall be of national standing and reputation) to administer for any underwritten public offering under this requested pursuant to Section 2.22(a), subject to the execution and delivery by such investment banker(s) to the Company approval 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 which approval will not be unreasonably withheld. (subject to the allocation priority set forth belowe) 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 not be required 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 effect more than four registrations pursuant 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 2.22. 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 contraryIn addition, the Company shall not be required to effect a any registration under within six months after the effective date of any other Registration Statement. For purposes of this Section 2.2 more than 135 days following 2(e), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the end Commission (unless the Stockholder withdraws its request for such registration and elects not to pay the Registration Expenses therefor pursuant to Section 5). (f) If at the time of any request to register Registrable Shares by the Stockholder pursuant to this Section 2, the Company is engaged or has plans to engage in a registered public offering or is engaged or plans to engage in any other activity which, in the good faith determination of the Company's fiscal yearBoard of Directors, if would be adversely affected by the requested registration, then the Company may at its option direct that such registration shall require the preparation of audited financial statements request be delayed for any interim a period not otherwise prepared in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company. If a demand registration is requested during such Company not more than once, or for an aggregate delay of more than 90 days, in any 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.

Required Registrations. At (A) Subject to Section 2(B) below, at any time or times after the first to occur of (i) the 2nd anniversary of the date hereof or (so long as IXC shall own Registrable Securities ii) the closing of a Qualified Public Offering, but not more than once in any period of 365 consecutive days, upon the written request to register shares of Molex Stock having an aggregate fair market value of not less than 3 million (based upon the reported closing bid price of Common Stock on the date for which are not eligible for sale by IXC under Rule 144(k) 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)Act made by any Holder, IXC may notify the Company will use its best efforts to effect the registration of Molex Stock under the Securities Act and the registration or qualification thereof under all applicable state securities or blue sky laws, but only to the extent provided for in writing that it (ithe following provisions of this Agreement. A request pursuant to this Section 2(A) 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 intended method of shares disposition of Registrable Securities the Molex Stock sought to be disposed of and registered. The Company shall include in such registration all Molex 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) Molex 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, Molex Stock which the Company will notify has been requested to register for 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 Persons who would be entitled to notice of a proposed Molex Stock so registered. (B) The foregoing registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon the written request rights of any such Person delivered to Holder shall be deemed satisfied by the Company within 30 days after receipt from when two Registration Statements shall have been filed by the Company of such notification, with and made effective by 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 and Exchange Commission under the Securities Act within 125 days of pursuant to requests made pursuant to Section 2(A) and the notification by IXC, in accordance with the terms of this Section 2.2; provided, however, that unless offerings pursuant to each such registration becomes effective and remains in effect for 60 days, such registration Registration Statement shall not be counted as one of the three requests for registration that may be made by IXC under this Section 2.2have closed. IXC The Company 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 Molex Stock covered 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 securitiesRegistration Statement; provided, however, that such banker or bankers shall be of nationally recognized standing, and shall be consented to in writing by the Holders at least a majority of the Molex Stock included therein, which consent may not be unreasonably withheld; provided, further, that in the event that the Company fails to select a reasonably acceptable investment banker or bankers of nationally recognized standing within 30 days of a request for registration, the Holders of a majority of the Molex Stock included therein shall have the right to select and have appointed such investment banker or bankers. (C) From and after the date, if any, that the Company is entitled to register Common Stock for sale by the Holders thereof under the Securities Act on Form S-3 or any form hereafter adopted by the Securities and Exchange Commission to take the place of Form S-3, the Holder or Holders in existence at such time having a fair market value of at least $1,000,000 (fair market value per share to be equal to the reported closing bid price of the Common Stock on the date for which such price is reported last preceding the date of the request) shall be entitled to require the Company to register such Molex Stock pursuant to the provisions of Section 2(A) hereof for an unlimited number of times, and the Company shall comply with each such request in accordance with the terms of Section 2(A) hereof. (D) Notwithstanding the foregoing, if the number of Registrable Securities pursuant Company shall furnish to such registration shall be reduced to Holders requesting a number which is less than 80% of the number of Registrable Securities as to which IXC requested registration Registration Statement pursuant to this Section 2.22(D), then such registration shall not be counted as one a certificate signed by the President of the three requests Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for registration that may such Registration Statement to be made by IXC under this Section 2.2. All expenses filed and it is therefore essential to defer the filing of such registration and offering and Registration Statement, the reasonable fees and expenses Company shall have the right to defer such filing for a period of one independent counsel for IXC and not more than 180 days after receipt of the other Persons who requested to participate in such registration shall be borne by request of the CompanyHolders; provided, however, that (i) the Company shall have no liability for such expenses if such registration does may 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 utilize this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 right 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 once in any interim period not otherwise prepared by the Company. If a demand registration is requested during such twelve-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.

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, will not thereby be limited or reduced. (b) The Company shall not be required 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 effect more than 80% of the number of Registrable Securities as to which IXC requested one 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 (a) above. 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 contraryIn addition, the Company shall not be required to effect a any registration under within six months after the effective date of any other Registration Statement of the Company. (c) If at the time of any request to register Registrable Shares pursuant to this Section 2.2 more than 135 8.3, the Company is engaged or has fixed plans to engage within 30 days following of the end time of the request in a registered public offering as to which the holders of Registrable Shares may request to include Registrable Shares pursuant to Section 8.4 or is engaged in any other activity which, in the good faith determination of the Company's fiscal yearBoard of Directors, if would be adversely effected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such registration shall require the preparation of audited financial statements request be delayed for any interim a period not otherwise prepared by in excess of six months from the Company. If a demand registration is requested during effective date of such periodoffering or the date of commencement of such other material activity, subject to as 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 abovecase may be.

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, the Purchaser 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 the Securities ActPurchaser and having an offering price of at least $5,000,000 (based on the then current public market price or fair value). If the Purchaser intends to distribute the Registrable Shares by means of an underwriting, IXC may notify the Purchaser 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 2.2request. 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 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 requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), the Purchaser may request the Company, in writing, to effect the registration on Form S-3 (or such successor form), of Registrable Shares having an aggregate offering price of at least $1,000,000 (based on the then current public market price). Thereupon, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on Form S-3 (or such successor form) of all Registrable Shares which the Company has been requested to so register. (c) The Company shall not be required to effect more than two registrations pursuant to Section 1(a) above or more than one registration during any period of twelve consecutive months pursuant to Section 1(b) above; PROVIDED, HOWEVER, that such filing would require obligation shall be deemed satisfied only when a registration statement covering the disclosure applicable Registrable Shares shall have become effective and, if such method of disposition is a material transaction or other matter and the Company determines reasonably and in good faith that firm commitment underwritten public offering, all such disclosure would Registrable Shares have a material adverse effect on the Companybeen sold pursuant thereto. Notwithstanding anything in this Section 2.2 to the contraryIn addition, the Company shall not be required to effect a any registration under (other than on Form S-3 or any successor form relating to secondary offerings) within six months after the effective date of any other Registration Statement on Form S-1 of the Company. (d) If at the time of any request to register Registrable Shares pursuant to this Section 2.2 more than 135 1, the Company is engaged or has plans to engage within 90 days following of the end time of the request in a registered public offering of securities for its own account or is engaged in any other activity which, in the good faith determination of the Company's fiscal yearBoard of Directors, if would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such registration shall require the preparation of audited financial statements request be delayed for any interim a period not otherwise prepared in excess of six months from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company. If a demand registration is requested during such Company not more than once in any twelve-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.

Required Registrations. At (a) Commencing any time after September 15, 1999, a Stockholder 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)Stockholders may request, 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 which request shall state the number of shares of Registrable Securities Shares to be disposed of and so registered, the intended method of disposition distribution and a certification as to the market value of such shares by IXC) and (ii) request as described below ), that the Company cause effect the registration of Registrable Shares owned by such Registrable Securities to be registered under Stockholder or Stockholders having an aggregate offering price of at least $1,500,000 (based on the Securities Act; providedlast reported sale price for the Common Stock on the business day preceding the date of such written request, however, that IXC may make only three requests as reported by the OTC Bulletin Board or any other exchange or market on which the Common Stock is then listed or included for registration under this Section 2.2quotation). 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 within 10 days give written notice of a such proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notificationto all 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 suchnotice 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 Registrable Securities as may be Shares requested by IXC or such securities as may be requested by any such Person to be registered under by all Stockholders may not be included in the Securities Act within 125 days offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of the notification by IXCRegistrable Shares which they have requested to be so registered, 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 Shares shall not be reduced unless all securities that are not Registrable Shares are first excluded from the underwriting. Thereupon, the Company shall file a Registration Statement under the Act, to a number which is less than 80% the extent necessary to permit the sale or other disposition of the number subject Registrable Shares in accordance with the intended method of Registrable Securities as distribution specified in the written registration request. (b) The Company shall not be required to which IXC requested effect more than one 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 (a) above. 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 contraryIn addition, the Company shall not be required to effect any registration within six months after the effective date of any other Registration Statement registering shares to be sold by the Company. (c) If at any time any request to register Registrable Shares pursuant to this Section 2 is received by the Company, the Company is engaged in, or the Board of Directors of the Company has resolved to initiate within 30 days of the time of the request for a registration under as provided in this Section 2.2 more 2, a registered public offering as to which the Stockholders are entitled to include Registrable Shares pursuant to Section 2.2, or is engaged in any activity other than 135 days following such a public offering which, in the end good faith determination of the Company's fiscal yearBoard of Directors, if would be materially adversely affected by the requested registration, then the Company may at its option direct that such registration shall require the preparation of audited financial statements request be delayed for any interim a period not otherwise prepared in excess of 120 days from (i) the earlier of (1) the effective date of such offering and (2) the 60th day after the filing of such offering, or (ii) the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company. If a demand registration is requested during such Company not more than once in any consecutive 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.

Required Registrations. At any time (a) A Holder 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) Holders owning or controlling a majority of the Securities ActMerger Shares may request Parent, in writing, to effect the registration on Form S-3 (or such successor form), 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 ActShares; provided, however, that IXC may make only three requests for registration under this Section 2.2Parent shall have no obligation to file such Registration Statement until such time as Parent is eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings). 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 Parent 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 of national standing and reputation) Parent within 20 days after Parent provides its notice, to administer any underwritten public offering under this Section 2.2, subject elect 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 have included in such registration such of their Registrable Shares as will not be subject to the transfer restrictions set forth in Section 12 hereof in the case of Holders other than Xxxxxxxxx, and underwriting as will not be subject to restrictions on transfer pursuant to that certain Lock-Up Agreement, dated the date hereof, by and between Parent and Xxxxxxxxx in proportionthe case of Xxxxxxxxx, in each case during the period of time such registration statement will remain effective pursuant to Section 5 hereof, as nearly as practicablesuch Holders may request in such notice of election. (b) At any time after 180 days following the closing of the Merger a Holder or Holders owning or controlling a majority of the Merger Shares may request Parent, in writing, to their respective holdings effect the registration on Form S-3 (or such successor form), of Registrable Securities and other securitiesShares having an aggregate market value as of the date of such request of at least $500,000; provided, howeverthat Parent shall have no obligation to file such Registration Statement until such time as Parent is eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings). Upon receipt of any such request, that if the number of Registrable Securities pursuant to such registration Parent 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 promptly give written notice of such proposed registration and offering and to all Holders. Such Holders shall have the reasonable fees and expenses of one independent counsel for IXC and the other Persons who requested right, by giving written notice to participate Parent within 20 days after Parent provides its notice, to elect to have included in such registration shall such of their Registrable Shares as will not be borne subject to the transfer restrictions set forth in Section 12 hereof in the case of Holders other than Xxxxxxxxx, and as will not be subject to restrictions on transfer pursuant to that certain Lock-Up Agreement, dated the date hereof, by and between Parent and Xxxxxxxxx in the Company; providedcase of Xxxxxxxxx, however, that (i) in each case during the Company shall have no liability for such expenses if period of time such registration does not become statement will remain effective due solely pursuant to the action or failure to act of IXC and (ii) IXC and other Persons who requested to participate Section 5 hereof, as such Holders may request 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 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 election. (c) Parent shall not be required to effect (i) more than one registration pursuant to paragraph (a) above, (ii) more than three registrations pursuant to paragraph (b) above or (iii) more than two registrations pursuant to paragraphs (a) or (b) above in any one twelve-month period. (d) If at the time of any request to register Registrable Shares pursuant to this Section 2, Parent is engaged or has fixed plans to engage within 30 days of the time of the request in a registered public offering as to which the Holders may include Registrable Shares pursuant to Section 3 or is engaged in any other activity which, in the good faith determination of Parent's Board of Directors, would be adversely affected by the requested registration to the material detriment of Parent, then Parent may at its option direct that such request be delayed for a period not in excess of sixty days from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by Parent not more than twice in any twelve-month period. (e) Notwithstanding anything to the contrary contained herein, at any time within thirty (30) days after receiving a demand for registration pursuant to subsections (a) or (b) hereof, Parent may elect to effect an underwritten primary registration in lieu of the requested registration, provided that all Registrable Securities for which registration was requested are included in such registration. If Parent so elects, Parent shall give prompt written notice to all holders of Registrable Securities of its intent to effect such a registration under this and shall afford such holders the rights contained in 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 3 with respect 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"incidental" registrations.

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 Company shall, as expeditiously as practicable, use its best efforts to effect the registration, on Form S-1 or Form S-2 (or any successor form), of securities that all Registrable Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), a Securityholder or Securityholders may be included request the Company, in writing, to effect the registration and underwriting on Form S-3 (or such successor form), of Registrable Shares owned by such Securityholder or Securityholders having an aggregate offering price of at least $1,000,000 (based on the then current market price or fair value). Upon receipt of any such request, the Company shall be allocated among IXC and promptly give written notice of such proposed registration to all other Persons requesting that Registrable Securities or Securityholders. Such other securities be Securityholders shall have the right, by giving written notice to the Company within 10 days after the Company provides its notice, to elect to have included in such registration and underwriting such of their Registrable Shares as such Securityholders may request in proportionsuch notice of election. Thereupon, the Company shall, as nearly expeditiously as practicable, use its best efforts to their respective holdings effect the registration on Form S-3, or such successor form, of all Registrable Securities and other securities; provided, however, that if Shares which the number of Registrable Securities pursuant Company has been requested to such registration register. (c) The Company shall not be reduced required to a number which is less effect (x) more than 80% of the number of Registrable Securities as to which IXC requested one registration pursuant to this Section 2.2paragraph (a) above or (y) during any 15-month period, then such more than two registrations pursuant to paragraph (b) above; provided that any registration effected under paragraph (a) above shall not be counted as one for the purpose 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, foregoing limitation if the Company has elects to sell stock pursuant to a registration at the same time as a registration is requested by Securityholders pursuant to paragraph (a), unless all Registrable Shares requested to be registered have been advised by legal counsel that such filing would require the disclosure of a material transaction or other matter included therein and the inclusion of the Company determines reasonably and shares, in good faith that such disclosure would have a material adverse effect on the Companywritten opinion of the managing underwriter, does not reduce the offering price of the shares to be offered by the selling Securityholders. Notwithstanding anything in this Section 2.2 to the contraryIn addition, the Company shall not be required to effect any registration (other than on Form S- 3 or any successor form relating to secondary offerings) within 180 days after the effective date of any other Registration Statement of the Company. (d) If at the time of any request to register Registrable Shares pursuant to this Subsection 2.2, the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a registration under this Section 2.2 more than 135 days following registered public offering as to which the end Securityholders may include Registrable Shares pursuant to Subsection 2.3 or is engaged in any other activity which, in the good faith determination of the Company's fiscal yearBoard of Directors, if would be adversely affected by the requested registration to the material detriment of the Company, then the Company may direct, by a vote of a majority of the Company's Board of Directors which, for this purpose, shall include at least one of the directors designated by the Series B Purchasers, that such registration shall require the preparation of audited financial statements request be delayed for any interim a period not otherwise prepared in excess of 90 days from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised 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 abovenot more than once.

Required Registrations. At any time or times after (a) Commencing on the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities Act)hereof, IXC a Stockholder or Stockholders may notify the Company request, 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 which request shall state the number of shares of Registrable Securities Shares to be disposed of and so registered, the intended method of disposition distribution and a certification as to the market value of such shares by IXC) and (ii) request as described below), that the Company cause effect the registration of Registrable Shares owned by such Registrable Securities to be registered under Stockholder or Stockholders having an aggregate offering price of at least $1,000,000 (based on the Securities Act; providedlast reported sale price for the Common Stock on the business day preceding the date of such written request, however, that IXC may make only three requests as reported by the OTC Bulletin Board or any other exchange or market on which the Common Stock is then listed or included for registration under this Section 2.2quotation). 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 within 10 days give written notice of a such proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notificationto all 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 Company will use its reasonable best efforts to cause such Registrable Securities as may be Shares requested by IXC or such securities as may be requested by any such Person to be registered under by all Stockholders may not be included in the Securities Act within 125 days offering, then all Stockholders who have requested registration shall participate in the registration pro rata based upon the number of the notification by IXCRegistrable Shares which they have requested to be so registered, 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 Shares shall not be counted as one of reduced unless all securities that are not Registrable Shares are first excluded from the three requests for registration that may be made by IXC under this Section 2.2underwriting. 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; providedThereupon, however, that (i) the Company shall have no liability for such expenses if such registration does not become effective due solely file a Registration Statement under the Act, to the action or failure extent necessary 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 permit the sale or other securities being registered and transfer taxes on shares being sold by them. disposition of the subject Registrable Shares in accordance with the intended method of distribution specified in the written registration request. (b) The Company may postpone the filing of any registration statement shall not be 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 Companymore than two (2) registrations pursuant to paragraph (a) above. Notwithstanding anything in this Section 2.2 to the contraryIn addition, the Company shall not be required to effect any registration within six months after the effective date of any other Registration Statement registering shares to be sold by the Company. (c) If at any time any request to register Registrable Shares pursuant to this Section 2 is received by the Company, the Company is engaged in, or the Board of Directors of the Company has resolved to initiate within 30 days of the time of the request for a registration under as provided in this Section 2.2 more 2, a registered public offering as to which the Stockholders are entitled to include Registrable Shares pursuant to Section 2.2, or is engaged in any activity other than 135 days following such a public offering which, in the end good faith determination of the Company's fiscal yearBoard of Directors, if would be materially adversely affected by the requested registration, then the Company may at its option direct that such registration shall require the preparation of audited financial statements request be delayed for any interim a period not otherwise prepared in excess of 120 days from (i) the earlier of (1) the effective date of such offering and (2) the 60th day after the filing of such offering, or (ii) the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company. If a demand registration is requested during such Company not more than once in any consecutive 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.

Required Registrations. At any time or times (a) Commencing 180 days after the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) closing of the Securities Act)Initial Public Offering of the Company, IXC a Stockholder or Stockholders may notify the Company request, 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 writing, that the Company cause effect the registration on Form S-3 (or any successor form), of all or such portion of the Registrable Securities to be registered under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2Shares as such holder or holders shall specify. 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 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. Thereupon, the Company will shall, as expeditiously as possible, use its reasonable best efforts to cause such effect the registration on Form S-3 (or any successor form) of all Registrable Securities as may be Shares which the Company has been so 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 register. (b) The Company shall not be counted required to effect more than three registrations pursuant to paragraph (a) above. Unless otherwise requested by the selling Stockholders, a registration pursuant to paragraph (a) above shall not count as one of the three requests for registration that may be made by IXC under this Section 2.2permitted registrations until it has become effective. IXC shall have Notwithstanding 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; providedforegoing, 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 twelve-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 one such registration on Form S-3, and any such registration on Form S-3 shall be separated from any previous registration on Form S-3 by a period of at least six months, subject to the prior receipt by such Stockholders of notice of such previous registration under in accordance with Section 3(a). (c) If at the time of any request to register Registrable Shares pursuant to this Section 2.2 more than 135 2, the Company is engaged or has firm plans to engage within 90 days following of the end time of the request in a registered public offering as to which the Stockholders may include Registrable Shares pursuant to Section 3 or is engaged in any other activity which, in the good faith determination of the Company's fiscal yearBoard of Directors, if would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such registration shall require the preparation of audited financial statements request be delayed for any interim a period not otherwise prepared in excess of one hundred twenty (120) days from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised 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 abovenot more than once.

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. (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 within thirty (30) days after the Company provides its notice, to 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 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, 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 or, after any registration statement requested pursuant to this Section 6.1(a) becomes effective, less than fifty percent (50%) of the Registrable Shares requested to be included in such registration have been sold thereunder, the request for such registration shall not be included as one of the registrations that may be requested pursuant to this Section 6.1(a) and shall be at the sole expense of the Company. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings, hereinafter, “Form S-3”), the Investors will have the right to require the Company to effect Registration Statements on Form S-3 of Registrable Shares having a minimum gross proceeds in each registration on Form S-3 of at least $2,500,000. Upon receipt of any such request, 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 within thirty (30) days after the Company provides its notice, to elect to have included in such registration such of their Registrable Shares as such Investors may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use commercially reasonable efforts to effect the registration on Form S-3 of all Registrable Shares that the Company has been requested to so register. (c) Notwithstanding the foregoing obligations, if the Company furnishes to Investors requesting a registration pursuant to this Section 6.1 a certificate signed by the Company’s President stating that in the good faith judgment of the Company’s Board of Directors it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement would otherwise be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than one hundred twenty (120) days after the request of the Investors is given; provided, however, that (i) the Company shall have no liability for such expenses if such registration does may 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 invoke this Section 2.2 to the contrary, the Company shall not be required to effect a registration under this Section 2.2 right 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 once in any interim period not otherwise prepared by the Company. If a demand registration is requested during such 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.

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 so register. (b) The Company shall not be required to effect a registration under this Section 2.2 more than 135 days following two registrations pursuant to the end first sentence of paragraph (a) above; provided, however, in the event of a proration pursuant to the foregoing paragraph (a) which results in Purchasers holding Registrable Securities having less than all of the requested securities being included in a current registration, then, to the extent of such unincluded Registrable Securities, the Purchasers shall receive an additional demand registration right upon the expiration of any blackout period, upon the request of the holders of 50% of the remaining Registrable Securities, and the Company shall be obligated to file an additional registration statement (which registration statement shall contain a current prospectus) relating to the Registrable Securities; and (ii) the Company shall use its best efforts to effect the registration of such Registrable Securities as promptly as practicable thereafter. In addition to the foregoing, the Company shall agree upon the first anniversary 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, becoming subject to the second preceding sentencereporting requirements of Section 13 or 15(d) of the Exchange Act to file a registration statement on Form S-3 (if then available) covering the resale from time to time of all of the remaining Registrable Securities. (c) The Registration Expenses (as defined in Section 4) shall be paid by the Company with respect to all registrations effected pursuant to this Section. (d) The Company may delay the filing or effectiveness of any registration statement for a period of up to 180 days after the date of a request pursuant to this Section 1 if at the time of such request to register Registrable Securities: (i) the Company is engaged or has fixed plans to engage within 30 days of the time of the request in a firm commitment underwritten public offering or (ii) the Company furnishes to the Purchaser or Purchasers requesting registration a certificate signed by senior executive officer of the Company stating that the Company is engaged in any other activity which, in the good faith determination of the Company's Board of Directors, is a material non-public event which would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such request be delayed for a period not in excess of 120 days from the effective date of such offering or the date of commencement of such other material activity, as the case may be, provided, however, the Company will commence such registration promptly following may not utilize the end of the next fiscal year. The Company will enter into customary agreements right set forth in this clause (including underwriting agreementsii) reasonably acceptable to the Company to facilitate the demand registrations provided for abovemore than once in any 12-month period.

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. (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)hereof, IXC may notify provided that the Company in writing that it (i) intends is eligible to offer or cause use a Form S-3 registration statement, Mortco shall have the right 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 demand, by IXC) and (ii) request written notice, that the Company cause such Registrable Securities a Form S-3 registration statement to be registered filed under the Securities ActAct registering all or a portion of the Restricted Stock, provided that the closing sale price (or if no sales have been reported for such date, the mean between the closing bid and asked price) per share of Common Stock on the trading day immediately preceding the date of such notice, multiplied by the number of Shares as to which registration is requested, is at least $500,000. The Company shall be obligated to use its best efforts to cause the registration for resale of the shares of Restricted Stock pursuant to this Section 2(a) as soon as practicable, but in no event more than 45 days following the receipt of Mortco's notice, and on an unlimited number of occasions, subject to applicable law. (b) If the Company is not qualified to use a Form S-3 Registration Statement to register shares of Restricted Stock, then Mortco may at any time demand, by written notice, that the Company register pursuant to a Registration Statement on Form S-1 or Form S-2, as applicable, the resale of no less than 325,000 shares of Restricted Stock for sale in the manner specified in such notice. The Company shall be obligated to use its best efforts to cause the registration for resale of the shares of Restricted Stock pursuant to this Section 2(b) as soon as practicable, but in no event more than sixty (60) days following the receipt of Mortco's notice, and on one occasion only; provided, however, that IXC may make such obligation shall be deemed satisfied only three requests when a registration statement covering the Restricted Stock, 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, sale in accordance with the terms method of this Section 2.2; provideddisposition specified in the notice, 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 become effective. (c) Notwithstanding the right foregoing and anything to select the investment banker(scontrary contained herein, (i) and manager(s) (which the only securities that the Company shall be of national standing and reputation) required 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 register for resale 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 2 shall be allocated in the following manner: subject to Section 2.7 hereof, the number shares 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 securitiesCommon Stock; 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 (ii) no request may be made by IXC under this Section 2.2. All expenses 2 within 90 days after the effective date of such a 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 statement filed by the CompanyCompany covering a firm commitment underwritten public offering of Common Stock by the Company under the Securities Act; provided, however, that and (iiii) 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 thirty (30) days, the filing or effectiveness of any 12 month period of timeregistration statement covering the Restricted Stock that Mortco requests to be registered, if the Company has been advised by legal counsel that such filing would require the disclosure Board of a material transaction or other matter and Directors of the Company determines reasonably and in good faith determines that such disclosure registration would have a material adverse effect on any plan or proposal by the Company with respect the any financing, acquisition, recapitalization, reorganization, or other material transaction, or the Company is in possession of material non-public information that, if publicly disclosed, would result in a material disruption of a major corporate development or transaction then pending or in progress or in other material consequences to the Company. Notwithstanding anything . (d) The Company shall be entitled to include in any registration statement referred to in this Section 2.2 2, for sale in accordance with the method of disposition specified in Mortco's notice referred to above, shares of Common Stock to be sold by the contraryCompany for its own account and/or by other holders of Common Stock; provided, however, that if the registration covers an underwritten public offering, if the managing underwriter or underwriters, if any, of such offering advise the Company that the number of shares requested to be included in the registration should be reduced or eliminated, the Company shares so excluded shall not be required to effect a registration under this excluded in the order specified in Section 2.2 more than 135 days following the end 3(d) of the Company's fiscal yearthat certain Registration Rights Agreement, if such registration shall require the preparation dated as of audited financial statements for any interim period not otherwise prepared by the Company. If a demand registration is requested during such periodJanuary 7, subject to the second preceding sentence1997, between the Company will commence such registration promptly following and Xxxxxx (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"Xxxxxx Registration Rights Agreement").

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 any time a. Upon the Company's failure to file, to have declared effective or times after to have maintained 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 effectiveness of a proposed registration under Existing Shelf Registration Rights or Other Registration Rights of its receipt of such notification. Upon Statement throughout 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 IXCEffectiveness Period, in accordance with the terms and conditions of this Section 2.2; providedAgreement (a "Shelf Registration Default"), however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one the holder(s) of a majority of the three requests for registration that may be made by IXC under this Section 2.2. IXC Registrable Shares shall have the right right, any time after the Shelf Registration Default, to select request registration (a "Demand Registration") under the investment banker(s) Securities Act, of any and manager(s) (which shall be of national standing all Registrable Shares, upon the terms, and reputation) to administer any underwritten public offering under this Section 2.2, subject to the execution conditions, set forth herein. b. One or more Stockholders holding a majority of the Registrable Shares may elect to exercise the right to request a Demand Registration pursuant to this Section 3 by furnishing the Company with written notice thereof (a "Demand Notice") which sets forth the number of Registrable Shares requested to be registered and delivery such Stockholder's intended method of distribution of such Registrable Shares. Upon receipt by such investment banker(s) to the Company of a confidentiality agreement Demand Notice, the Company shall promptly notify each other Stockholder in form and substance satisfactory to writing of the Demand Notice received by the Company. If Upon receipt of such notice from the Company (the "Company Notice"), each such Stockholder may give the Company a written request to register all or some of such Stockholder's Registrable Shares in the registration described in the Company Notice, provided that such written request is given within twenty (20) days after the date on which the Company Notice is given (with such request stating (i) the amount of Registrable Shares to be included, (ii) such Stockholder's intended method of distribution of such Registrable Shares and (iii) any other information reasonably 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 Company to properly effect the registration of such Registrable Securities Shares). The Company shall as soon as practicable after the date on which the Company Notice is given, but in connection no event more than 45 days from receipt by the Company of the Demand Notice, file with an underwritten the Commission and use its commercially reasonable best efforts to promptly cause to become effective a Registration Statement which shall cover the Registrable Shares specified in the Demand Notice and in any written request from any other Stockholder received by the Company within twenty (20) days from the date on which the Company Notice is given. c. If so requested by the Selling Stockholders who own a majority of the Registrable Shares requesting registration, the public offering under this Section 2.2or distribution of Registrable Shares pursuant to a Demand Registration shall be pursuant to a firm commitment underwriting, if the underwriter determines that Managing Underwriters of which shall be an investment banking firm selected and engaged by the registration of securities in excess of an amount determined by such underwriter would adversely affect such offering, then the Company may Selling Stockholders (subject to the allocation priority set forth below) exclude from such registration and underwriting some or all approval of the Registrable Securities and other securities Company, which would otherwise approval shall not be underwritten unreasonably withheld). d. The Company shall not be required to effect more than two registrations pursuant to this Section 2.23. 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 contraryIn addition, the Company shall not be required to effect a any registration under (other than on Form S-3 or any successor form relating to secondary offerings) within 180 days after the effective date of any other Registration Statement of the Company. e. If at the time of any request to register Registrable Shares pursuant to this Section 2.2 more than 135 3, the Company is engaged or has fixed plans to engage within 30 days following of the end time of the Demand Notice in a registered public offering as to which the Stockholders may include Registrable Shares pursuant to Section 4 or is engaged in any other activity which, in the good faith determination of the Company's fiscal yearBoard of Directors, if would be adversely affected by the requested registration to the material detriment of the Company, or such registration shall would, in the good faith judgment of the Board, require a disclosure which would be detrimental to the preparation of audited financial statements Company, then the Company may at its option direct that such request be delayed for any interim a period not otherwise prepared in excess of six months from the effective date of such offering or 180 days from the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company. If a demand registration is requested during such Company not more than once in any 18-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.

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 (a) If, at any time or times after the earlier to occur of May 2, 2010 or six (6) months 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 Actfirst registration statement filed by the Company covering an offering of the Company’s securities (other than a registration statement relating to the sale of securities pursuant to a Company stock option, stock purchase or similar plan), IXC holders of at least 50% of the Registrable Stock then outstanding propose to dispose of, pursuant to a Long-Form Registration Statement, Registrable Stock at an aggregate price to the public of not less than $2,500,000, then such holders may notify request the Company in writing that it (i) intends to offer or cause effect such registration, stating the form of registration statement under the Securities Act to be offered used (subject to the Company qualifying for public sale all or any portion of its Registrable Securities (such requests shall be in writing and shall state use), the number of shares of Registrable Securities Stock to be disposed of and the intended method of disposition of such shares by IXCshares. (b) and (ii) request that If at any time at which the Company cause is entitled to file a registration statement on a Short-Form Registration Statement, holders of at least 50% of the Registrable Stock then outstanding propose to dispose of shares of Registrable Stock which such Registrable Securities holders in their good faith discretion determine would have an anticipated aggregate offering price of at least $500,000 pursuant to be registered a Short-Form Registration Statement, then such holders may request the Company in writing to effect such registration, stating the form of registration statement under the Securities Act; providedAct to be used, however, that IXC may make only three requests for registration under this Section 2.2. the number of shares of Registrable Stock to be disposed of and the intended method of disposition of such shares. (c) Upon receipt of such notification, subject the request of the Initiating Holders pursuant to Section 2.7 hereof1.2(a) or 1.2(b) above, the Company will notify shall give prompt written notice thereof to all other holders of Registrable Stock. Subject to the provisions of Section 1.3 below, the Company shall use its best efforts to cause a registration statement to be declared effective promptly under the Securities Act relating to those shares of Registrable Stock specified in the requests of the Persons who would Initiating Holders and the requests (stating the number of shares of Registrable Stock to be entitled to notice disposed of a proposed registration under Existing Registration Rights or Other Registration Rights and the intended method of its receipt disposition of such notification. Upon the written request shares) of any such Person delivered to the Company other holders of shares of Registrable Stock (“Requesting Holders”) given within 30 days after receipt of such notice 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. (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) closing of the Securities ActIPO and the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), IXC AzTE may notify the Company request, 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 writing, that the Company cause effect the registration on Form S-3 (or such successor form), of Registrable Securities Units having an aggregate value of at least $1,000,000 (based on the public market price on the date of such request). (b) Upon receipt of any request for registration pursuant to be registered under this Article XI, the Securities ActCompany shall, as expeditiously as possible, use its best efforts to effect the registration on an appropriate registration form of all Registrable Units which the Company has been requested to so register; 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 only be obligated to effect such registration on Form S-3 (or any successor form). (c) If AzTE intends to distribute the Registrable Units covered by its request by means of an underwriting, AzTE shall so advise the Persons who would be entitled to notice of Company as a proposed registration under Existing Registration Rights or Other Registration Rights part of its receipt of request made pursuant to Section 11.1(a). In such notification. Upon the written request of any such Person delivered to the Company within 30 days after receipt from the Company of such notificationevent, 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 AzTE shall enter into an underwriting agreement upon customary terms with the terms of this Section 2.2; providedunderwriter or underwriters managing the offering, however, provided that unless such registration becomes effective and remains in effect for 60 days, such registration underwriting agreement shall not be counted as one provide for indemnification or contribution obligations on the part of AzTE materially greater than the three requests for registration that may be made by IXC under this obligations of AzTE pursuant to Section 2.211.5. IXC AzTE shall have the right to select the investment banker(smanaging underwriter(s) and manager(s) (which shall be of national standing and reputation) to administer for any underwritten public offering under this requested pursuant to Section 2.211.1(a), subject to the execution and delivery by such investment banker(s) to the Company approval of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and which approval shall not be unreasonably withheld, conditioned or delayed. If 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 managing underwriter determines that the registration of securities in excess of an amount determined by such underwriter would adversely affect such offering, then advises 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 AzTE in such registration promptly after such determination by the underwriter, and writing that marketing factors require a limitation on the number of securities that are entitled Units to be underwritten, the number of Registrable Units to be included in the registration Registration Statement and underwriting shall shall, if in excess of such limitation, 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 correspondingly reduced. (d) The Company shall not be counted as one of the three requests for registration that may be made by IXC under this required to effect more than two registrations pursuant to Section 2.211.1(a) in any twelve-month period. 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 contraryIn addition, the Company shall not be required to effect a any registration under within six months after the effective date of the Registration Statement relating to the IPO. For purposes of this Section 2.2 more 11.1(d), a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless AzTE withdraws its request for such registration (other than 135 days following as a result of information concerning the end business or financial condition of the Company's fiscal year, if Company which is made known to AzTE after the date on which such registration was requested) and elects not to pay the Registration Expenses therefor pursuant to Section 11.4). For purposes of this Section 11.1(d), a Registration Statement shall require the preparation not be counted if, as a result 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 an exercise of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable underwriter’s cut-back provisions, less than 50% of the total number of Registrable Units that AzTE has requested to the Company to facilitate the demand registrations provided for abovebe included in such Registration Statement are so included.

Required Registrations. At (a) The Company will, (i) within nine (9) months following the Effective Time, prepare and file with the Commission a Registration Statement on Form S-1 or, if applicable, Form S-3, or any time or times after the date hereof (so long as IXC shall own Registrable Securities which are not eligible equivalent form for sale registration by IXC under Rule 144(k) of issuers in accordance with the Securities Act, to permit the resale from time to time of the Restricted Stock under the Securities Act on a delayed or continuous basis pursuant to Rule 415 (the "SHELF REGISTRATION STATEMENT"), IXC (ii) use reasonable best efforts to cause the Shelf Registration Statement to be declared effective (the "REGISTRATION EFFECTIVE DATE") within twelve (12) months following the Effective Time and (iii) use reasonable best efforts to cause the Shelf Registration Statement to remain effective until the earlier of (x) the two (2) year anniversary of the Registration Effective Date and (y) the date on which all of the Restricted Stock covered by the Shelf Registration Statement has been sold to the public pursuant to such registration statement in accordance with the intended methods of distribution thereof (the "SHELF EXPIRATION DATE"). The plan of distribution contemplated by the Shelf Registration Statement shall permit resales of Restricted Stock in the manner or manners designated by the Shareholders, including offers and sales through underwriters or agents, offers and sales directly to investors, block trades and such other methods of offer and sale as the Shareholders shall request. The Company shall not permit any securities other than Restricted Stock to be included in the Shelf Registration Statement. (b) Subject to Section 2(d), if, following the Registration Effective Date, one or more Shareholders desires to sell Restricted Stock in an underwritten offering pursuant to the Shelf Registration Statement, such Shareholder or Shareholders may notify the Company request in writing that it (i) intends the Company file an amendment 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 Shelf Registration Statement, stating the number of shares of Registrable Securities Restricted Stock proposed to be disposed sold and describing the plan of distribution, and the intended method Company shall file such an amendment to the Shelf Registration Statement as soon as reasonably practicable and use reasonable best efforts to cause such amended Shelf Registration Statement to become effective. (c) Subject to Section 2(d), if at any time after the Shelf Expiration Date, one or more Shareholders desires to sell Restricted Stock in an underwritten public offering, such Shareholder or Shareholders may request in writing that the Company (i) prepare and file with the Commission a Registration Statement on Form S-1 or, if applicable, Form S-3, or any equivalent form for registration by issuers in accordance with the Securities Act, to register the sale of disposition of such shares by IXC) and Restricted Stock under the Securities Act (the "DEMAND REGISTRATION STATEMENT"), (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 the Demand Registration Statement to be registered under declared effective ("DEMAND EFFECTIVE DATE") and (iii) use its reasonable best efforts to cause the Securities Act within 125 Demand Registration Statement to remain effective until the earlier of (x) one hundred eighty (180) days of the notification Demand Effective Date and (y) the date on which all of the Restricted Stock covered by IXC, the Demand Registration Statement has been sold to the public pursuant to such registration statement in accordance with the terms intended method of distribution thereof. Other than shares offered for its own account pursuant to Section 2(d)(iii), the Company shall not permit any securities other than Restricted Stock to be included in the Demand Registration Statement. (d) Notwithstanding anything in this Section 2.22 to the contrary: (i) in no event will the Shareholders be entitled to request the Company to amend the Shelf Registration Statement to permit an underwritten offering of Restricted Stock pursuant to the Shelf Registration Statement or request the Company file a Demand Registration Statement unless no less than ten percent (10%) of the aggregate number of shares of Restricted Stock originally held by the Shareholders are proposed to be sold pursuant to such underwritten offering; (ii) in no event will the Shareholders be entitled to request the Company to amend the Shelf Registration Statement to permit or to file a Demand Registration Statement for more than an aggregate of three (3) underwritten offerings; (iii) subject to Section 2(g), the Company shall have the right to offer shares for its own account in the third such underwritten offering, if any, pursuant to this Section 2 following the first two (2) such underwritten offerings; provided, however, that unless and (iv) the Company's obligation to register for resale the Restricted Stock held by any Shareholder in any Registration Statement pursuant to this Section 2 shall be contingent on such registration becomes effective and remains in effect Shareholder furnishing to the Company the information required by Section 4(c). (e) the Company's obligation to amend the Shelf Registration Statement to permit or to file a Demand Registration Statement for 60 days, such registration an underwritten offering pursuant to this Section 2 shall not be counted deemed to have been satisfied unless the Shelf Registration Statement or Demand Registration Statement, as one applicable, has become effective and remained effective in compliance with the provisions of the three requests for registration that may be made by IXC under Securities Act until such time as all of the Restricted Stock offered in such underwritten offering shall have been disposed of in accordance with the intended methods of disposition thereof set forth in such Shelf Registration Statement or Demand Registration Statement, as applicable. (f) In any underwritten offering pursuant to this Section 2.2. IXC 2, the participating Shareholders holding a majority of the Restricted Stock proposed to be sold in such offering shall have the right to select the investment banker(s) one managing underwriter, and manager(s) (which such managing underwriter shall be of national standing and reputation) the sole managing underwriter for any such offering; provided that if the Company offers shares for its own account in any such underwritten offering pursuant to administer any underwritten public offering under this Section 2.22 the Company shall also be entitled to select one managing underwriter, subject and such underwriter, together with the underwriter selected by the participating Shareholders, shall be the sole managing underwriters for any such offering. The Company (together with the participating Shareholders) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting, as well as all other documents customary in similar offerings, including, without limitation, questionnaires, custody agreements, powers of attorney, lockup agreements and indemnification agreements, as applicable. (g) With respect to the execution and delivery by third underwritten offering, if any, pursuant to this Section 2 following the first two (2) such investment banker(s) to underwritten offerings, if the Company of a confidentiality agreement exercises its right to offer shares for its own account in form such offering and substance satisfactory to the Company. If requested managing underwriter(s) for such underwritten offering advises the Company and the participating Shareholders in writing that, in such underwriter(s) opinion, the aggregate number of securities requested to be included in such offering by the Company, IXC if any, 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 Shareholders exceeds 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 largest number or amount of securities in excess of which can be sold without reasonably expecting to have an amount determined by such underwriter would adversely affect adverse effect on such offering, then including the Company may (subject price at which such securities can be sold, the number of such securities 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 included in such registration promptly after shall be reduced and the Company and the participating Shareholders shall include in such determination by the underwriter, and offering the number of securities that are entitled to be included in the registration opinion of the managing underwriter(s) can be sold without adverse effect on the offering, allocated pro rata among the Company and underwriting shall be allocated in the following manner: subject to Section 2.7 hereof, participating Shareholders of the number of securities that may be included in Restricted Stock on 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 as shares proposed to which IXC requested be sold by the Company and such participating Shareholders in such underwritten offering. If any Shareholder advises the managing underwriter(s) of any underwritten offering that the shares of Restricted Stock covered by the registration pursuant statement cannot be sold in such offering within a price range acceptable to this Section 2.2such Shareholder, 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 Shareholder shall have no liability for the right to exclude its Restricted Stock from 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 aboveoffering.

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 Registrable Stock) within the ten (10) Business Days prior to the filing of the Registration Statement relating to such request. KCS will use commercially reasonable efforts to file the Registration Statement relating to the Request to permit the disposition of all Registrable Stock as to which KCS has received notices from Holders in accordance with the intended methods of disposition set forth in such notices not later than thirty (30) Business Days after receipt by IXCKCS of the initial Request; provided that 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) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, any Request may specify that IXC may make only three requests for registration under this Section 2.2. Upon receipt the Registration Statement be a “shelf registration” permitting the offering of such notification, subject Registrable Stock registered thereby on a delayed or continuous basis pursuant 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 Rule 415 under the Securities Act within 125 days of the notification by IXC(or any successor rule), in accordance with the terms of this Section 2.2; providedwhich case, however, that unless KCS shall use its commercially reasonable efforts to maintain such registration becomes Registration Statement continuously effective and remains in effect usable for 60 days, such registration sales thereunder for a period of not more than one year; provided that KCS shall not be counted as required hereunder to file more than one “shelf registration”. (B) The foregoing registration rights of Holders of Registrable Stock shall be deemed satisfied by KCS when six Registration Statements covering shares of Registrable Stock which KCS has been requested to register pursuant to Section 2(A) hereof shall have been filed by KCS with and made effective by the three requests for registration that may be made by IXC Securities and Exchange Commission under this Section 2.2. IXC the Securities Axx.Xx the extent an underwritten public offering is the intended method of distribution of Registrable Stock with respect to any Request submitted, the Holders participating in such offering 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 2.2Securities covered by such Registration Statement, subject to the execution and delivery approval by KCS of such investment banker(sselection, which approval shall not be unreasonably withheld. (C) 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 Any registration under this Section 2.2 2 shall negotiate be on such appropriate registration form of the Securities and Exchange Commission (i) as shall be selected by KCS and (ii) as shall permit the disposition of the Registrable Stock in accordance with the intended method or methods of disposition specified in Holders’ requests for such registration. (D) Notwithstanding the foregoing, KCS shall be permitted to delay the filing of any Registration Statement pursuant to this Section 2: (i) if KCS is not eligible to use Form S-3 (or a comparable or successor form) to effect such registration; (ii) if KCS, within ten (10) days of the receipt of the Request, gives notice to the Holders of its bona fide intention to effect the filing of a Registration Statement with the Securities and Exchange Commission within thirty (30) days of receipt of the Request (other than a Registration Statement on Form S-8), in which case KCS’s obligation to file the Registration Statement pursuant to this Section 2 shall be deferred for a period not to exceed ninety (90) days from the date of the Request; or (iii) if KCS shall furnish to Holders a resolution adopted by the Board of Directors of KCS to the effect that in the good faith judgment of KCS it would be seriously detrimental to KCS for a Registration Statement to be filed at that time, specifying with any underwriters retained in connection with particularity 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 basis therefor (subject to the allocation priority set forth belowHolders entering into appropriate non-disclosure agreements) exclude from such registration and underwriting some or all of the Registrable Securities and other securities in which would otherwise be underwritten pursuant case KCS’s obligation 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 file a Registration Statement 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 deferred for a reasonable period of time, not to exceed 90 sixty (60) days during any 12 month period from the receipt 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 CompanyRequest. Notwithstanding anything in this Section 2.2 to the contrary, the Company KCS shall not be required to effect a any registration under pursuant to this Section 2.2 more than 135 days following 2 once it has effected six (6) registrations in accordance with Section 2. (E) In determining the end number of registrations effected pursuant to this Section 2, such registrations shall not include any registration if (i) the Registration Statement did not become effective or remain in effect as required by this Section 2; or (ii) the Registration Statement is withdrawn at the request of the Company's fiscal yearHolders and the Holders agree to pay the Registration Expenses associated with such Registration Statement. (F) KCS shall not permit any securities of any other person to be included in any Registration Statement filed pursuant to this Section 2, if such registration shall require other than securities sold for the preparation account of audited financial statements for any interim period not otherwise prepared by KCS, without 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 consent of the next fiscal year. The Company will enter into customary agreements Holders whose Registrable Stock is included in such Registration Statement, which consent shall not be unreasonably withheld. (including underwriting agreementsG) reasonably acceptable KCS shall use its commercially reasonable efforts to the Company qualify for eligibility to facilitate the demand use Form S-3 with respect to registrations provided for aboverequested pursuant to this Section 2.

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 any time or times after the date hereof (so long as IXC Holder shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of the Securities ActSecurities), IXC Holder 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 intended to be disposed of and the intended method of disposition of such shares by IXCof) 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 request shall cover at least 2,000,000 shares and shall not be made more frequently than every 12 months. The Company shall prepare and file with the Commission registration statements under the Securities Act with respect to the Company within 30 days after receipt from the Company of such notification, the Company will Registrable Securities requested to be so registered and shall use its reasonable best efforts to cause such registration statements to become effective promptly after filing. The registration statement with respect to such Registrable Securities as may shall 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 filed with the terms Commission within ninety (90) days after receipt of Holder's notification relating thereto. Except as provided in the next succeeding paragraph of this Section 2.2; provided2.01, 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 shall use its reasonable best efforts to maintain the effectiveness 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 each 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 statement filed pursuant to this Section 2.22.01 until such time as all Shares registered pursuant to the registration statement either have been transferred pursuant to the registration statement or are eligible to be sold by Holder pursuant to Rule 144(k) under the Securities Act. 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% obligations 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 Company under this Section 2.2. All expenses of such registration and offering and 2.01 are subject to 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, condition that (i) the Company shall have no liability be entitled to require the Holder to suspend for such expenses if such registration does not become effective due solely up to ninety (90) days once in any twelve month period the action or failure sale of Shares pursuant 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 a 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.filed pursuant to

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. At any time or times after (a) The Company shall within 30 days of the Closing Date file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering the sale of all of the Registrable Securities. The Company shall use its best efforts to cause such Registration Statement to be declared effective under the Securities Act within 90 days of the Closing. In the event that the Registration Statement is not declared effective within 90 days of the date hereof of the Closing, and such holdup is not due to any Purchaser's failure to provide company with information necessary to complete the 3 Exhibit C Registration Statement by the filing date, the Company shall, on the 91st day following the Closing and each 30th day thereafter, issue to each of the Purchasers their ratable portion (so long as IXC shall own Registrable Securities which are not eligible for sale based on the percentage of the Shares then owned by IXC under Rule 144(kthem) of additional Warrants to purchase an aggregate of 5% of the Securities Actshares purchased hereunder of Common Stock (subject to equitable adjustment to reflect any subdivision or combination of the Company's Common Stock or the payment of dividends payable in Common Stock or any other event in which such adjustment is reasonably necessary to protect the rights of the Purchasers) (the "Additional Warrants"), IXC may notify until either the Company sale of the Shares is registered or there has occurred a Termination Event. Notwithstanding the foregoing, the total number of Additional Warrants paid to each Investor pursuant to this Section 2.1(a) plus the number of Warrants purchased by such Investor at Closing shall 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 no event exceed the number of shares of Common Stock purchased by such Investor at Closing. (b) The Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resales by holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Registrable Securities to be disposed included in any Registration Statement pursuant to which Registrable Securities are registered without the consent of the Purchasers. The Company shall not grant any registration rights to any party other than the Purchasers prior to such time as the Registration Statement permitting registration of the Registrable Securities for resale has been declared effective by the SEC, and registration rights that are subordinate to the registration rights of the Purchasers and the intended method Agent granted hereunder; provided however, that the Company may grant registration rights to Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxx X. Xxxxxx, Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx with respect to the 1,818,812 shares of disposition Common Stock purchased by such persons pursuant to the Stock Purchase Agreement, dated as of March 30, 2001, between the Company and such persons, and/or register such 1,818,812 shares at any time, without the prior consent or approval of the Holders. The Company shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the date which is two (2) years from the date of filing (the "Effectiveness Period") or such shorter period ending when all Registrable Securities covered by IXCthe Registration (i) Statement have been sold in the manner set forth and as contemplated in the Registration Statement or (ii) request may be sold without limitation under Rule 144(k). (c) If at any time prior to September 28, 2006 that the Company cause such Registrable Securities are not otherwise registered for sale, the Company proposes to be registered register any Common Stock under the Securities Act; providedAct (other than in connection with a business combination transaction or an employee benefit plan), howeverand the registration form to be used may be used for the registration of Registrable Securities, that IXC may make only three requests for registration under this Section 2.2. Upon receipt it will give prompt written notice to the Agent of such notification, subject its intention to Section 2.7 hereof, the Company will notify all do so and 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 notificationAgent's rights hereunder. Upon the written request of the Agent made within 15 days after the receipt of any such Person delivered notice (which request shall specify the number of Agent's Warrant Shares intended to be disposed of by the Company within 30 days after receipt from Agent and the Company intended method or methods of such notificationdisposition thereof), 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 effect the registration under the Securities Act within 125 days of the notification by IXC, all such Agent's Warrant Shares in accordance with such intended method or methods of disposition. (d) The Company agrees that, at any time but no more than once, upon the terms request of the Agent, it will promptly file a Registration Statement (subject to the requirements of Section 2.1(b)) with the SEC under the Securities Act for sale in an underwritten public offering or otherwise the approximate number of shares of Agent's Warrant Shares specified in such request. Such request shall also specify the intended method or methods of disposition of such Registered Shares. Notwithstanding the foregoing, the Company's obligations to file (but not its obligations to prepare) a Registration Statement pursuant to this Section 2.2; provided2.1(d) may be suspended upon written notice to the Holders for up to 30 days if: (i) the fulfillment of such obligations would require the Company to make a disclosure that would, however, that unless such registration becomes effective and remains in effect for 60 days, such registration shall not be counted as one the reasonable good faith judgment of the three requests Company's board of directors, be detrimental to the Company and premature, or (ii) the Company shall determine in good faith that such an offering will materially interfere with a pending or contemplated financing, merger, sale of assets, recapitalization or other similar corporate action of the Company and the Company shall have furnished to the Agent an officers' certificate to that effect. Such obligations shall be reinstated upon the expiration of such 30-day period or, if earlier: (x) in the case of clause (i) above, upon the making of such disclosure by the Company (or, if earlier, when such disclosure would either no longer be necessary for registration that may the fulfillment of such obligations or no longer be made by IXC detrimental); or (y) in the case of clause (ii) above, not later than 30 days from the date of the request of the Agent under this Section 2.2. IXC 2.1(d). (e) After receipt of notice of a requested registration pursuant to Section 2.1(d), the Company shall not initiate, without the consent of the Agent, a registration of any of its securities for its own account until 90 days after such registration has been terminated or declared effective (unless advised by the managing underwriter that a longer period, not to exceed 180 days, is required, or such shorter period as the managing underwriter may agree). (f) The Agent shall have the right to select designate the investment banker(s) and manager(s) (managing underwriters, which shall be of national standing and reputation) reasonably satisfactory to administer the Company, for 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.2.1

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 Registrable Stock) within the ten (10) Business Days prior to the filing of the Registration Statement relating to such request. KCS will use commercially reasonable efforts to file the Registration Statement relating to the Request to permit the disposition of all Registrable Stock as to which KCS has received notices from Holders in accordance with the intended methods of disposition set forth in such notices not later than thirty (30) Business Days after receipt by IXCKCS of the initial Request; provided that 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) and (ii) request that the Company cause such Registrable Securities to be registered under the Securities Act; provided, however, any Request may specify that IXC may make only three requests for registration under this Section 2.2. Upon receipt the Registration Statement be a "shelf registration" permitting the offering of such notification, subject Registrable Stock registered thereby on a delayed or continuous basis pursuant 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 Rule 415 under the Securities Act within 125 days of the notification by IXC(or any successor rule), in accordance with the terms of this Section 2.2; providedwhich case, however, that unless KCS shall use its commercially reasonable efforts to maintain such registration becomes Registration Statement continuously effective and remains in effect usable for 60 days, such registration sales thereunder for a period of not more than one year; provided that KCS shall not be counted as required hereunder to file more than one "shelf registration". (B) The foregoing registration rights of Holders of Registrable Stock shall be deemed satisfied by KCS when six Registration Statements covering shares of Registrable Stock which KCS has been requested to register pursuant to Section 2(A) hereof shall have been filed by KCS with and made effective by the three requests for registration that may be made by IXC Securities and Exchange Commission under this Section 2.2the Securities Act. IXC To the extent an underwritten public offering is the intended method of distribution of Registrable Stock with respect to any Request submitted, the Holders participating in such offering 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 2.2Securities covered by such Registration Statement, subject to the execution and delivery approval by KCS of such investment banker(sselection, which approval shall not be unreasonably withheld. (C) 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 Any registration under this Section 2.2 2 shall negotiate be on such appropriate registration form of the Securities and Exchange Commission (i) as shall be selected by KCS and (ii) as shall permit the disposition of the Registrable Stock in accordance with the intended method or methods of disposition specified in Holders' requests for such registration. (D) Notwithstanding the foregoing, KCS shall be permitted to delay the filing of any Registration Statement pursuant to this Section 2: (i) if KCS is not eligible to use Form S-3 (or a comparable or successor form) to effect such registration; (ii) if KCS, within ten (10) days of the receipt of the Request, gives notice to the Holders of its bona fide intention to effect the filing of a Registration Statement with the Securities and Exchange Commission within thirty (30) days of receipt of the Request (other than a Registration Statement on Form S-8), in which case KCS's obligation to file the Registration Statement pursuant to this Section 2 shall be deferred for a period not to exceed ninety (90) days from the date of the Request; or (iii) if KCS shall furnish to Holders a resolution adopted by the Board of Directors of KCS to the effect that in the good faith judgment of KCS it would be seriously detrimental to KCS for a Registration Statement to be filed at that time, specifying with any underwriters retained in connection with particularity 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 basis therefor (subject to the allocation priority set forth belowHolders entering into appropriate non-disclosure agreements) exclude from such registration and underwriting some or all of the Registrable Securities and other securities in which would otherwise be underwritten pursuant case KCS's obligation 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 file a Registration Statement 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 deferred for a reasonable period of time, not to exceed 90 sixty (60) days during any 12 month period from the receipt 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 CompanyRequest. Notwithstanding anything in this Section 2.2 to the contrary, the Company KCS shall not be required to effect a any registration under pursuant to this Section 2.2 more than 135 days following 2 once it has effected six (6) registrations in accordance with Section 2. (E) In determining the end number of registrations effected pursuant to this Section 2, such registrations shall not include any registration if (i) the Registration Statement did not become effective or remain in effect as required by this Section 2; or (ii) the Registration Statement is withdrawn at the request of the Company's fiscal yearHolders and the Holders agree to pay the Registration Expenses associated with such Registration Statement. (F) KCS shall not permit any securities of any other person to be included in any Registration Statement filed pursuant to this Section 2, if such registration shall require other than securities sold for the preparation account of audited financial statements for any interim period not otherwise prepared by KCS, without 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 consent of the next fiscal year. The Company will enter into customary agreements Holders whose Registrable Stock is included in such Registration Statement, which consent shall not be unreasonably withheld. (including underwriting agreementsG) reasonably acceptable KCS shall use its commercially reasonable efforts to the Company qualify for eligibility to facilitate the demand use Form S-3 with respect to registrations provided for aboverequested pursuant to this Section 2.

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) first anniversary of the Securities Act)Closing Date, IXC a Noteholder or Noteholders holding in the aggregate at least a majority of the Registrable Notes may notify request the Company, in writing, to effect the registration of Registrable Notes. If the Holders initiating the registration intend to distribute the Registrable Notes by means of an underwriting, 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 Noteholders 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 Noteholders' 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 Noteholders. Upon Such Noteholders 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 their Registrable Notes as such notificationNoteholders may request in such notice of election. 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 effect the registration, on any SEC form (e.g., Form S-1 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(sS-3) 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 then available to the Company. If , of all Registrable Notes which the Company has been requested to register. (b) At any time after the first anniversary of the Closing Date, a Stockholder or Stockholders holding in writing by the aggregate at least a majority of the Registrable Shares may request 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 writing, to effect the registration of Registrable Securities in connection with an underwritten public offering under this Section 2.2, if Shares. If the underwriter determines that holders initiating the registration of securities in excess intend to distribute the Registrable Shares by means of an amount determined by such underwriter would adversely affect such offeringunderwriting, then they shall so advise the Company may (subject in their request. In the event such registration is underwritten, the right of other Shareholders to participate shall be conditioned on such Shareholders' participation in such underwriting. Upon receipt of any such request, the Company shall promptly give written notice of such proposed registration to all Stockholders. Such Stockholders shall have the right, by giving written notice to the allocation priority set forth belowCompany within thirty (30) exclude from such registration and underwriting some or all of days after the Registrable Securities and other securities which would otherwise be underwritten pursuant Company provides its notice, to this Section 2.2. The Company shall advise IXC and the other Persons who requested elect 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 have included in such registration and underwriting such of their Registrable Shares as such Stockholders may request in proportionsuch notice of election. Thereupon, the Company shall, as nearly expeditiously as practicablepossible, use its best efforts to their respective holdings of Registrable Securities and other securities; providedeffect the registration, howeveron any SEC form (e.g., that if the number of Registrable Securities pursuant Form S-1 or S-3) then available 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 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 register. (c) The Company shall not be required to effect a more than one registration under pursuant to paragraph (a) above or more than one registration pursuant to paragraph (b) above. (d) If at the time of any request to register Registrable Shares or Registrable Notes pursuant to this Section 2.2 more than 135 22.2, the Company is engaged or has fixed plans to engage within thirty (30) days following of the end time of the request in a registered public offering as to which the Stockholders or Noteholders may include Registrable Shares or Registrable Notes, respectively, pursuant to Section 22.3 or is engaged in any other activity which, in the good faith determination of the Company's fiscal yearBoard of Directors, if would be adversely affected by the requested registration to the material detriment of the Company, then the Company may at its option direct that such registration shall require the preparation of audited financial statements request be delayed for any interim a period not otherwise prepared in excess of ninety (90) days from the effective date of such offering or the date of commencement of such other material activity, as the case may be, such right to delay a request to be exercised by the Company. If a demand registration is requested during such Company not more than once in any one year 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 after the date hereof earlier of December 31, 1998 or the closing of the Company's first Qualified Public Offering, holders of in the aggregate at least 35% of the 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 holders having an aggregate offering price of at least $2,000,000 (based on the Securities Actthen current market price or fair value), IXC may notify provided that, to the extent the Company is eligible to effect a registration or qualification on Form S-3 (or any successor Form), the Company shall be entitled to use such Form S-3 in lieu -44- 45 of Form S-1 or S-2. If the holders initiating the registration intend to distribute the Registrable Shares by means of an underwriting, they shall so advise the Company in writing that it (i) intends to offer or cause their request. In the event such registration is underwritten, the holders of a majority of the Registrable Shares to be offered for public sale all or any portion sold in such offering may designate the managing underwriter of its such offering, such managing underwriter to be reasonably acceptable to the Company. In the event such registration is underwritten, the right of other holders of Registrable Securities (such requests Shares to participate shall be conditioned on such other 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 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 holders of its receipt of Registrable Shares and all such notification. Upon holders 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 notificationholders may request in such notice of election, subject to the approval of the underwriter managing the offering as provided below. Thereupon, the Company will shall, as expeditiously as possible, use its reasonable best efforts to cause effect the registration on Form S-1 or Form S-2 (or any successor form), or Form S-3 (or any successor form) to the extent the Company is eligible to effect a registration or qualification on such Form S-3 and so elects, of all Registrable Securities as Shares which the Company has been requested to so register. (b) At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings), holders of in the aggregate at least 35% of the Registrable Shares may be requested by IXC request the Company, in writing, to effect the registration on Form S-3 (or such securities as may be requested by successor form), of Registrable Shares having an aggregate offering price of at least $500,000 (based on the current public market price). Upon receipt of any such Person request, the Company shall promptly give written notice of such proposed registration to all holders of Registrable Shares and all 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 such of their Registrable Shares as such holders may request in such notice of election. Thereupon, the Company shall, as expeditiously as possible, use its best efforts to effect the registration on Form S-3, or such successor form, of all Registrable Shares which the Company has been requested to register. (c) The Company shall not be registered under the Securities Act within 125 days of the notification by IXCrequired to effect more than two registrations pursuant to paragraph (a) above or more than four registrations pursuant to paragraph (b) above, in accordance with the terms of this Section 2.2; provided, however, that unless the Company's obligations shall be deemed satisfied only when a Registration Statement covering all shares of Registrable Shares specified in notices received as aforesaid (or such registration becomes effective and remains lower number of shares as the managing underwriter shall require under paragraph (e)), for sale in effect for 60 daysaccordance with the method of disposition specified by the requesting holders, 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 become effective and, if such method of national standing and reputation) to administer any disposition is a firm commitment underwritten public offering under this Section 2.2offering, subject to the execution and delivery by all such investment banker(s) to the Company of a confidentiality agreement shares shall have been sold pursuant thereto (other than shares provided for 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 registrationover-allotment option(s)). 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 contraryaddition, the Company shall not be required to effect any registration (other than as to a registration under this Section 2.2 more than 135 days following public offering that is not underwritten on Form S-3 or any successor Form) within six months after the end effective date of any other Registration Statement 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 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) of the Securities Act)period commencing February 24, IXC 2001 and ending on August 24, 2001, C&W may notify the Company request, 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 writing, that the Company cause such Registrable Securities to be registered under effect 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 up to 50% of the notification by IXC, in accordance with the terms of this Section 2.2Registrable Shares; 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 more than one -------- ---- registration pursuant to this Section 2.1(a). (b) At any time during the period commencing August 24, 2001 and ending August 24 2002, C&W may request, in writing, that the Company effect the registration under the Securities Act of all Registrable Shares that have not previously been registered pursuant to Section 2.1(a) (the "Remaining Unregistered Shares"); provided, that the Company shall not be obligated to -------- ---- register any Registrable Shares pursuant to this Section 2.1(b) if, at the time such request for registration is made by C&W, C&W may sell all of the Remaining Unregistered Shares under Rule 144 under the Securities Act without regard to the volume limitations contained in paragraph (e) of Rule 144; and provided, -------- further that the Company shall not be required to effect more than one ------- ---- registration pursuant to this Section 2.1(b). (c) Upon receipt of any request for registration pursuant to this Section 2, the Company shall, as expeditiously as possible, use its reasonable best efforts to effect the registration on an appropriate registration form (a "Registration Statement") of all Registrable Shares which C&W is entitled to have registered and has requested the Company to so register. (d) If C&W intends to distribute the Registrable Shares covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 2.1(a) or (b), as the case may be. If the managing underwriter determines that the marketing factors require a limitation of the number of shares to be underwritten, the number of Registrable Shares to be included in a Registration Statement filed pursuant to this Section 2.1, shall be reduced to the extent deemed advisable by the managing underwriter. If the Company desires that any officers or directors of the Company holding securities of the Company be included in any registration for an underwritten offering requested pursuant to Section 2.1(d) or if other holders of securities of the Company who are entitled, by contract with the Company, to have securities included in such a registration under (the "Other Holders") request such inclusion, the Company may include the securities of such officers, directors and Other Holders in such registration and underwriting on the terms set forth herein. The Company shall (together with C&W and all officers, directors and Other Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form (including, without limitation, customary indemnification and contribution provisions on the part of the Company) with the managing underwriter. Notwithstanding any other provision of this Section 2.2 more 2.1(d), if the managing underwriter advises the Company that the inclusion of all shares requested to be registered would adversely affect the offering, the securities of the Company held by officers or directors of the Company shall be excluded from such registration and underwriting to the extent deemed advisable by the managing underwriter, and if a further limitation of the number of shares is required, the number of shares that may be included in such registration and underwriting by C&W and such Other Holders shall be reduced , pro rata based upon the number of shares requested to be registered by C&W and such Other Holders, to the extent deemed advisable by the managing underwriter. If the managing underwriter has not limited the number of Registrable Shares or other securities to be underwritten, the Company may include securities for its own account in such registration if the managing underwriter so agrees and if the number of Registrable Shares and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. (e) C&W shall have the right to select the managing underwriter(s) for any underwritten offering requested pursuant to Section 2.1(a) or (b), subject to the approval of the Company, which approval will not be unreasonably withheld. (f) For purposes of this Section 2, a Registration Statement shall not be counted until such time as such Registration Statement has been declared effective by the Commission (unless C&W withdraws its request for such registration (other than 135 days following as a result of information concerning the end business or financial condition of the Company which is made known to C&W after the date on which such registration was requested) and elects not to pay the Registration Expenses therefor pursuant to Section 2.3). (g) If at the time of any request to register Registrable Shares by C&W pursuant to this Section 2.1, the Company is engaged or has plans to engage in any activity which, in the good faith determination of the Company's fiscal yearBoard of Directors, if would be adversely affected by the requested registration, then the Company may at its option direct that such registration shall require the preparation of audited financial statements request be delayed for any interim a period not otherwise prepared in excess of 90 days from the date of such request, such right to delay a request to be exercised by the Company. If a demand registration is requested during such Company not more than once in any 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.

Required Registrations. (a) At any time or times after conversion of the Preferred Shares, up until two years from the date hereof (so long as IXC shall own Registrable Securities which are not eligible for sale by IXC under Rule 144(k) of hereof, if the Securities Act), IXC may notify Investor notifies the Company in writing that it (i) the Investor intends to offer or cause to be offered for public sale all or any portion of its the Registrable Securities (such requests shall be in writing and shall state then held by 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 notificationInvestor, the Company will use its all reasonable best efforts to cause such the Registrable Securities as may be requested by IXC or such securities as may be requested by any such Person the Investor to be registered included in a registration statement under the Securities Act within 125 days Act. In connection with a registration made by the Company pursuant to this SECTION 4.2, all expenses 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 Company 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 offering will be borne by the Company (except that the Investor will bear its underwriting some or all of discounts and commissions and transfer taxes on shares being sold by the Registrable Securities and other securities which would otherwise be underwritten pursuant to this Section 2.2Investor). The Company shall advise IXC and the not be required to file any registration statement for other Persons who requested to participate in than Common Stock, although any conversion of Preferred Shares may be conditioned upon such registration promptly after such determination statement becoming effective, to the extent that the conversion or exercise relates to Conversion Shares covered by the underwriterInvestor's written notice of an intended public offering. The Company shall not be required to make more than one registration under this SECTION 4.2. (b) The registration statement filed pursuant to the request of the Investor may include other securities of the Company with respect to which "piggy-back" registration rights have been granted, and may include securities of the number Company being sold for the account 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 securitiesCompany; provided, however, that if the Company shall request inclusion in any -------- ------- registration pursuant to this SECTION 4.2 of the securities being sold for its own account, or if other persons shall request inclusion in any registration pursuant to this SECTION 4.2, the Company shall, on behalf of all entities requesting inclusion in such registration, include such securities in the offering and may condition such offer on their acceptance of any other reasonable conditions (including without limitation, if such offering is underwritten, that such requesting holders agree in writing to enter into an underwriting agreement with usual and customary terms). Notwithstanding any other provisions of this SECTION 4.2, if the representative of the underwriter advises the Investor in writing that marketing factors require a limitation on the number of Registrable Securities pursuant shares to such be underwritten, the number of shares to be included in the underwriting or registration shall be reduced allocated first to a number which is less than 80% the Investor and thereafter shall be allocated among the Company and the holders requesting inclusion in the registration pro rata on the basis of the number of Registrable Securities shares each requesting holder (or the Company, as the case may be) requests to which IXC requested registration pursuant be included bears to this Section 2.2, then such registration shall not be counted as one the total number of the three requests for registration that may be made by IXC under this Section 2.2. All expenses shares of such registration and offering all requesting holders (and the reasonable fees and expenses of one independent counsel for IXC and the other Persons Company) that have been requested be included in such registration. If a person who has requested to participate inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be borne excluded therefrom by written notice from 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 underwriter or 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 themInvestor. 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 securities so excluded shall not also 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 abovewithdrawn from registration.

Required Registrations. At any time or times A. Commencing on the date falling 180 days 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 a Qualified Initial Public Offering, upon 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 Conversion Stock under the Securities Act made by Liberty, the Company will use its best efforts to be disposed effect the registration of Conversion Stock under the Securities Act 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 such shares by IXC) and (ii) request that the Conversion Stock sought to be registered. Whenever the Company cause such Registrable Securities shall, pursuant to this Section 2.A., be registered requested by Liberty to effect the registration of any Conversion Stock under the Securities Act; provided, however, that IXC may make only three requests for registration under this Section 2.2. Upon receipt the Company shall promptly give written notice of such notificationproposed registration to MSVP, stating that MSVP has the right to request that any or all of the Conversion Stock owned by it be included in such registration. The Company shall include in such registration all Conversion Stock with respect to which the Company receives written requests pursuant to the preceding sentence from MSVP for inclusion therein; and thereupon the Company will, subject to the limitations contained in Section 2.7 hereof8, as expeditiously as possible, use its best efforts to effect the registration, under the Securities Act, of such Conversion Stock which the Company will notify has been requested to register for disposition by MSVP in accordance with the intended method of disposition described in the request of Liberty, all to the extent requisite to permit such sale or other disposition by MSVP of the Persons who would Conversion Stock so registered. B. Liberty shall be entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon require the written request of any such Person delivered Company to register Conversion Stock pursuant to the Company within 30 days after receipt from provisions of Section 2.A. hereof three times, but no more than once in any continuous six-month period. The foregoing registration rights of Liberty shall not be deemed satisfied by the Company of such notification, until a Registration Statement shall have been filed by the Company will use its reasonable best efforts to cause such Registrable with and made effective by the Securities as may be requested by IXC or such securities as may be requested by any such Person to be registered and Exchange Commission under the Securities Act within 125 days of the notification by IXC, in accordance with the terms of this pursuant to a request made pursuant to 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.A. Liberty 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 2.2Securities covered by such Registration Statement, subject to the execution and delivery by such investment banker(s) to the Company consent of a confidentiality agreement in form and substance satisfactory to the Company. If requested in writing by the Company, IXC and which consent shall not be unreasonably withheld. C. Commencing on the other Persons participating in date falling 180 days after the effective date of a registration Qualified Initial Public Offering, upon the written request to register any number of shares of Conversion Stock under this Section 2.2 shall negotiate in good faith with any underwriters retained in connection with the underwriting of such registration. In Securities Act made by MSVP, the case of Company will use its best efforts to effect the registration of Registrable Conversion Stock under the Securities Act and the registration or qualification thereof under all applicable state securities or blue sky laws, but only to the extent provided for in connection with an underwritten public offering under the following provisions of this Agreement. A request pursuant to this Section 2.22.C. shall state the intended method of disposition of the Conversion Stock sought to be registered. Whenever the Company shall, if the underwriter determines that pursuant to this Section 2.C., be requested by MSVP to effect the registration of securities in excess of an amount determined by such underwriter would adversely affect such offeringany Conversion Stock under the Securities Act, then the Company may (subject shall promptly give written notice of such proposed registration to Liberty, stating that Liberty has the allocation priority set forth below) exclude from such registration and underwriting some right to request that any or all of the Registrable Securities and other securities which would otherwise Conversion Stock owned by it be underwritten pursuant to this Section 2.2included in such registration. The Company shall advise IXC and the other Persons who requested to participate include in such registration promptly after such determination by all Conversion Stock with respect to which the underwriterCompany receives written requests pursuant to the preceding sentence from Liberty for inclusion therein; and thereupon the Company will, 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 the limitations contained in 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 proportion8, as nearly expeditiously as practicablepossible, use its best efforts to their respective holdings of Registrable effect the registration, under the Securities and other securities; providedAct, 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 Conversion Stock which the Company has been advised requested to register for disposition by legal counsel that Liberty in accordance with the intended method of disposition described in the request of MSVP, all to the extent requisite to permit such filing would sale or other disposition by Liberty of the Conversion Stock so registered. D. MSVP shall be entitled to require the disclosure Company to register Conversion Stock pursuant to the provisions of Section 2.C. hereof three times, but no more than once in any continuous six-month period. The foregoing registration rights of MSVP shall not be deemed satisfied by the Company until a Registration Statement shall have been filed by the Company with and made effective by the Securities and Exchange Commission under the Securities Act pursuant to a request made pursuant to Section 2.C. MSVP shall have the right to select the investment banker or bankers who shall serve as the manager and/or co-managers for the offering of Securities covered by such Registration Statement, subject to the consent of the Company, which consent shall not be unreasonably withheld. E. The Company shall be entitled to postpone for a reasonable time, not exceeding 120 days, the filing of a material transaction Registration Statement pursuant to a request made pursuant to Section 2.A. or other matter and 2.C. or its efforts to cause such Registration Statement to become effective if at the time the right to delay is exercised the Company determines reasonably and shall determine in good faith that such offering would interfere with any acquisition, financing or other transaction that the Company is actively pursuing and is material to the Company or would involve initial or continuing disclosure obligations that would have a material adverse effect on not be in the best interests of the Company. Notwithstanding anything in this Section 2.2 The Company may not exercise the right to the contrary, the Company shall not be required to effect a registration under this Section 2.2 delay 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 once in any interim period not otherwise prepared by the Company. If a demand registration is requested during such continuous twelve-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.

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 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 (i) first, securities held by legal counsel 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 included as one of the registrations that such filing would may be requested pursuant to this Section 2.1 and shall be at the sole expense of the Company. 2.2 At any time after the Company becomes eligible to file a Registration Statement on Form S-3 (or any successor form relating to secondary offerings, hereinafter, “Form S-3”), TW will have the right to require the disclosure Company to effect Registration Statements on Form S-3 of Registrable Shares having a material transaction or other matter and the Company determines reasonably and minimum gross proceeds in good faith that each registration on Form S-3 of at least $1,000,000. Upon receipt of any such disclosure would have a material adverse effect on the Company. Notwithstanding anything in this Section 2.2 to the contraryrequest, the Company shall not be required promptly give written notice of such proposed registration to effect a registration under this Section 2.2 more than 135 all other Investors. Such other Investors shall have the right, by giving written notice to the Company within thirty (30) days following after the end of the Company's fiscal yearCompany provides its notice, if to elect to have included in such registration shall require the preparation such of audited financial statements for any interim period not otherwise prepared by the Companytheir Registrable Shares as such Investors may request in such notice of election. If a demand registration is requested during such period, subject to the second preceding sentenceThereupon, the Company will commence such shall, as expeditiously as possible, use its best efforts to effect the registration promptly following on Form S-3 of all Registrable Shares that the end Company has been requested to so register. 2.3 If at the time of any request to register Registrable Shares pursuant to this Section 2, (a) the Company has not delayed any other registration pursuant to this Section 2 for any period of time during the preceding twelve (12) month period and (b) the Company is engaged, or has fixed plans to engage within thirty (30) days of the next fiscal year. The Company will enter into customary agreements (including underwriting agreements) reasonably acceptable time of such request, in a registered public offering as to which the Investors may include Registrable Shares pursuant to Section 3, the Company may delay any such requested registration for up to facilitate ninety (90) days from the demand registrations provided for aboveeffective date of such offering, provided, that such right to delay a request may be exercised by the Company not more than once in any twelve (12) month period.

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, howeverof such Registrable Stock which the Company has been requested to register for disposition by such Holders in accordance with the intended method of disposition described in the requests of such Holders, that IXC all to the extent requisite to permit such sale or other disposition by such Holders of the Registrable Stock so registered. Notwithstanding the above, the Company shall only be obligated to effect one registration on Form S-1 or any similar long-form registration unless in any such registration, the Holders of Registrable Stock are not permitted, pursuant to the provisions of Section 8(A), to register all of the shares of Registrable Stock which they have requested be registered, in which case the Holders may make only three requests for request a second registration under 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. No Management Shareholder shall be entitled to initiate or request a registration pursuant to this Section 2.2. Upon receipt of 2(A), but a Management Shareholder may include its Management Stock in such notificationregistration and in registrations effected pursuant to Section 2(C) and 3 hereof, subject to the restrictions contained in Section 2.7 8 hereof, . (B) The Holders of at least 60% of the Registrable Conversion Stock included in a Registration Statement filed pursuant to this Section 2 shall have the right to select with the consent of the Company will notify all (which consent may not be unreasonably withheld) the investment banker or bankers who shall serve as the manager and/or co-managers for the offering of Securities covered by such Registration Statement. (C) From and after the Persons who would be date, if any, that the Company is entitled to notice of a proposed registration under Existing Registration Rights or Other Registration Rights of its receipt of such notification. Upon register Common for sale by 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 Holders thereof under the Securities Act within 125 days on Form S-2 or S-3 or any form hereafter adopted by the Securities and Exchange Commission to take the place of Form S-2 or S-3, the notification by IXCHolder or Holders of Registrable Stock shall be entitled to require the Company to register Registrable Stock pursuant to the provisions of Section 2(A) hereof for an unlimited number of times, and the Company shall comply with each such request in accordance with the terms of this Section 2.2; provided, however, that unless such registration becomes effective 2(A) hereof. (D) Subject to Section 8 (C) hereof 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 's performance of its obligations hereunder 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 respect 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 previous requests to register shares made 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 underwriter2 and/or Section 3, 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 hereofbelow, 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 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 Stock may not make more than 80% of the number of Registrable Securities as to which IXC requested registration one request 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 2 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 twelve 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 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.