Exhibit
10.2


 


Execution
Copy


 


iBASIS,
INC.


 


REGISTRATION
RIGHTS AGREEMENT


 


This REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of
September 24, 2004, is by and among iBASIS, INC., a Delaware corporation (the “Company”), and each investor listed on Schedule I hereof (each such investor
individually, an “Investor” and,
collectively, the “Investors”).


 


WHEREAS, the Company has
agreed to issue and sell to the Investors, and the Investors have agreed to
purchase from the Company, an aggregate of 15,000,000 shares (the “Shares”) of the Company’s common stock, $0.001
par value per share (the “Common Stock”),
all upon the terms and conditions set forth in the Securities Purchase
Agreement, dated as of the date hereof, between the Company and the Investors
(the “Securities Purchase Agreement”); and


 


WHEREAS, the terms of the
Securities Purchase Agreement provide that it shall be a condition precedent to
the closing of the transactions thereunder, for the Company and the Investors
to execute and deliver this Agreement.


 


NOW, THEREFORE, in
consideration of the premises and mutual covenants contained herein, the
parties hereto hereby agree as follows:


 


Section 1.  Registration Rights.  The Company will perform and comply, and
cause each of its Subsidiaries to perform and comply, with each of the
following provisions as are applicable to it. 
Each holder of Registrable Shares will perform and comply with each of
the following provisions as are applicable to such holder.


 


1.1.  Demand Registration.


 


1.1.1.  General. Any Investor or their
agent  may request, by written notice to
the Company (a “Demand Request”), that the
Company effect the registration under the Securities Act for a Public Offering
of all of the Registrable Shares held by the Investors.  Each of the Investors hereby appoints Tejas
Securities Group, Inc. as their agent for purposes of this Section 1.1.1.  Upon receipt of the Demand Request, the
Company will prepare and use reasonable best efforts to file with the SEC a
registration statement on Form S-1 (a “Demand
Registration Statement”) for the purpose of registering under the
Securities Act the resale by the holders thereof of all of the Registrable
Shares specified in the Demand Request. 
The Demand Registration Statement shall permit the Investors to offer
and sell, on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act, any or all of the Registrable Shares.  The Company shall be required to keep the
Demand Registration Statement effective until such date that is the earlier of
(i) the date when all of the Registrable Shares registered thereunder shall
have been sold, or (ii) the second anniversary of the Closing Date, subject to
extension in the case of this clause (ii) by a period of time equal to the
aggregate number of days in which


 
















 


the Company shall have
suspended use of the prospectus included in the Demand Registration Statement
pursuant to Section 1.1.2 below prior to such second anniversary (such date, as
it may be so extended, is referred to herein as the “Mandatory Registration
Termination Date”).  Thereafter, the
Company shall be entitled to withdraw the Registration Statement and the
Investors shall have no further right to offer or sell any of the Registrable
Shares pursuant to the Demand Registration Statement (or any prospectus
relating thereto).


 


1.1.2.  Change of Form; Limitations.  If, at any time following the date that the
Demand Registration Statement is declared effective by the SEC, the Company
becomes eligible to use Form S-3 for a Public Offering, the Company shall, upon
the written request of any Investor, use reasonable best efforts to file a
post-effective amendment to the Demand Registration Statement to convert such
Demand Registration Statement into a registration statement on Form S-3.  In the event that, in the reasonable and good
faith judgment of the Company, it is advisable to suspend use of the prospectus
included in or relating to the Demand Registration Statement due to pending
material developments or other events that have not yet been publicly disclosed
and as to which the Company reasonably and in good faith believes (x) public
disclosure would be detrimental to the Company and (y) a registration statement
could be materially misleading, or could omit a material fact necessary to make
the statements therein not materially misleading, absent such disclosure, the
Company shall notify all selling stockholders to such effect, and, upon receipt
of such notice, each such selling stockholder shall immediately discontinue any
sales of Registrable Shares pursuant to the Demand Registration Statement until
such selling stockholder has received copies of a supplemented or amended
prospectus or until such selling stockholder is advised in writing by the
Company that the then-current prospectus may be used and has received copies of
any additional or supplemental filings that are incorporated or deemed
incorporated by reference in such prospectus. 
Notwithstanding anything to the contrary herein, the Company shall not
exercise its rights under the foregoing sentence to suspend sales of
Registrable Shares for a period in excess of 30 days consecutively or 60 days
in any 365-day period (it being understood that other than pursuant to the
preceding sentence, the Company shall not be permitted to withdraw or suspend
any Demand Registration Statement prior to the Mandatory Registration
Termination Date).


 


1.1.3.  Payment of Expenses. The Company shall
pay all reasonable expenses of the Investors incurred in connection with the
registration of Registrable Shares pursuant to this Section 1.1 (including the
reasonable fees and expenses of a single legal counsel representing all
Investors) other than underwriting discounts and commissions, if any, and
applicable transfer taxes, if any.


 


1.1.4.  Furnish Information.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 1.1 that
the holders of the Registrable Shares shall furnish to the Company such
information regarding them, the Registrable Shares held by them, and the method
of


 


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distribution of such
securities as the Company shall reasonably request and as shall be required in
order to effect any registration by the Company pursuant to this Section 1.1.


 


1.1.5.  Remedies.  Notwithstanding anything to the contrary in
this Agreement, the Investors’ sole remedy for the failure of the Company to
effect the registration under the Securities Act of the Registrable Shares
pursuant to this Section 1.1. within the time frame set forth in the Warrants
shall be the vesting of the Warrants in accordance with their terms.


 


1.2.  Piggyback Registration Rights.


 


1.2.1.  General.  Each time the Company proposes to register
any shares of Common Stock under the Securities Act, on a form which would
permit registration of Registrable Shares for sale to the public, for sale in a
Public Offering, the Company will promptly give notice to all holders of
Registrable Shares of its intention to do so. 
Any such holder may, by written response delivered to the Company within
20 days after receipt of such notice, request that some or all of the
Registrable Shares held by such holder be included in such registration.  The Company thereupon will use its reasonable
best efforts to cause to be included in such registration under the Securities
Act, all Registrable Shares which the Company has been so requested to register
by such holders, to the extent required to permit the disposition (in
accordance with the methods to be used by the Company or other holders of
shares of Common Stock in such Public Offering) of the Registrable Shares to be
so registered.  No registration of
Registrable Shares effected under this Section 1.2 shall relieve the Company of
any of its obligations to effect the registration of Registrable Shares
pursuant to Section 1.1 hereof.  The
Company may withdraw or suspend any registration covered by this Section 1.2 at
any time (subject, in the case of any registration also covered by Section 1.1
hereof, to any limitations set forth therein).


 


1.2.2.  Excluded Transactions.  The Company shall not be obligated to effect
any registration of Registrable Shares under this Section 1.2 incidental to the
registration of any of its securities in connection with:


 


(a)               Any Public Offering which is
carried out to effect (but not to finance) relating to employee benefit plans
or dividend reinvestment plans; or


 


(b)              Any Public Offering relating to the acquisition or
merger after the date hereof by the Company or any of its Subsidiaries of or
with any other businesses.


 


1.2.3.  Payment of Expenses. The Company shall
pay all reasonable expenses of the Investors incurred in connection with the
registration of the Registrable Shares pursuant to this Section 1.2 (including
the reasonable fees and expenses of a single legal counsel representing all
Investors) other than


 


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underwriting discounts and
commissions, if any, and applicable transfer taxes, if any.


 


1.2.4.  Additional Procedures.  Each Holder of Registrable Shares
participating in any Public Offering pursuant to this Section 1.2 shall take
all such actions and execute all such documents and instruments that are
reasonably requested by the Company to effect the sale of their Registrable
Shares in such Public Offering, including, without limitation, being parties to
the underwriting agreement entered into by the Company and any other selling
stockholders in connection therewith and being liable severally (as to itself)
and not jointly in respect of the representations and warranties by, and the
other agreements (including without limitation customary selling stockholder
representations, warranties, indemnifications and “lock-up” agreements) of such
Holder for the benefit of the underwriters; provided, however,
that (a) with respect to individual representations, warranties, indemnities
and agreements of selling holders of Registrable Shares in such Public
Offering, the aggregate amount of such liability shall not exceed such holder’s
net proceeds from such offering and (b) to the extent selling holders of
Registrable Shares give further representations, warranties and indemnities,
then with respect to all other representations, warranties and indemnities of
sellers of Registrable Shares in such Public Offering, the aggregate amount of
such liability shall not exceed the lesser of (i) such holder’s pro rata
portion of any such liability, in accordance with such holder’s portion of the
total number of Registrable Shares included in the offering or (ii) such
holder’s net proceeds from such offering, provided, that no selling
holder of Registrable Shares shall have any liability with respect to
representations, warranties and indemnities given by any other holder of
Registrable Shares, and any selling holder shall be entitled to withdraw from
any Public Offering to the extent that any underwriter, as a condition to
participation in such Public Offering, requires such selling holder to give
representations that relate to any matters other than the ownership of
securities of the Company by such selling holder, such selling holder’s
authority to participate in such Public Offering and the legality of such
holder’s participation in such Public Offering or assume any other obligations
with respect to such Public Offering that are not reasonable and customary in
the light of the circumstances.


 


1.3.  Certain Other Provisions.


 


1.3.1.  Underwriter’s Cutback in connection with a
Piggyback Registration.  In
connection with any registration of shares of Common Stock pursuant to an
underwritten offering (other than any underwritten offering initiated by the
Investors under Section 1.1 of this Agreement), the underwriter may determine
that marketing factors (including, without limitation, an adverse effect on the
per share offering price) require a limitation of the number of shares of
Common Stock to be underwritten. 
Notwithstanding any contrary provision of Section 1.2 hereof, and
subject to the terms of this Section 1.3.1, the underwriter may limit the number
of shares which would otherwise be included in such registration.  Upon receipt of notice from the underwriter
of the need to reduce the


 


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number of shares to be
included in the registration, the Company shall advise all holders of Common
Stock that would otherwise be registered and underwritten in such registration,
and the number of shares of Common Stock, including Registrable Shares, that
may be included in the registration shall be allocated:


 


(a)           first, (i) to the Company and, (ii) if the registration is
pursuant to a demand request made by a third party, to the holders making the
demand request;


 


(b)           second, pari passu to the holders of Registrable Shares
and other holders of shares of Common Stock having registration rights that are
pari passu with the rights of the holders of the Registrable Shares hereunder,
including but not limited to the parties under the Existing Agreements (as
defined below); provided, however, that no Registrable Shares requested
to be included in the registration by a holder shall be excluded from the
registration until all shares proposed to be registered by the Company’s
founders, officers, directors or employees are excluded from the registration;
and


 


(c)           third, to any others requesting registration of securities
of the Company pursuant to piggyback registration rights that are junior to the
rights provided to the holders of Registrable Shares hereunder;


 


provided, however, that if the Company has,
prior to the date hereof, or after the date hereof,  granted registration rights which are to be
treated on an equal basis with Registrable Shares for the purpose of the
exercise of the underwriter cutback, the registration rights granted to the
holders of any such shares of Common Stock shall be treated on an equal basis
with Registrable Shares for purposes of this underwriting cutback; provided,
further, that it is specifically agreed and acknowledged that the
registration rights granted (1) to Silicon Valley Bank pursuant to the
Registration Rights Agreement, dated on or around December 30, 2002, between
the Company and Silicon Valley Bank, (2) to certain holders pursuant to the
Amended and Restated Warrant and Registration Rights Agreement, dated February
21, 2003, by and among the Company and the warrant agent named therein, (3) to
certain holders pursuant to the 2004 Warrant and Registration Rights Agreement,
dated June 18, 2004, by and between the Company and the warrant agent named
therein and (4) to certain holders pursuant to the Registration Rights
Agreement, dated June 18, 2004, by and among the holders party thereto
(collectively, the “Existing Agreements”)
are to be treated on an equal basis with the Registrable Shares for the
purposes of this underwriting cutback.  No
securities excluded from the underwriting by reason of the underwriter’s
marketing limitation shall be included in such registration.  Upon delivery of a written request that
Registrable Shares be included in an underwritten offering pursuant to Section
1.2.1 hereof, the holder thereof may not thereafter elect to withdraw therefrom
without the written consent of the Company and the holders of at least 50% of
the Registrable Shares to be included in such registration, unless 50% or more
of the Registrable Shares it requested to


 


5
















 


be included in such
registration are subject to an underwriter cutback, or any underwriter, as a
condition to participation in such Public Offering, requires such holder to
give representations that relate to any matters other than the ownership of
securities of the Company by such holder, such holder’s authority to
participate in such Public Offering and the legality of such holder’s
participation in such Public Offering.


 


1.3.2.  Registration Procedures.  In connection with the Company’s obligations
under Section 1.1 and 1.2 hereof to use its reasonable best efforts to effect a
registration of any Registrable Shares, the Company shall take appropriate and
customary actions in furtherance thereof, including, without limitation:


 


(a)           promptly filing with the SEC a registration statement and
using best efforts to cause such registration statement to become effective;


 


(b)           (i) furnishing to each Investor copies of all documents
filed with the SEC with respect to any registration statement filed pursuant to
this Section 1.3.2 prior to their being filed with the SEC, and using
commercially reasonable efforts to reflect in each such document, where
appropriate, when such documents are so filed with the SEC, such comments as
such Investors may reasonably propose, (ii) using commercially reasonable
efforts to cause its officers and directors, counsel and certified public
accountants to respond to such inquiries as shall be necessary, in the reasonable
opinion of such Investor, to conduct a reasonable investigation within the
meaning of the Securities Act, and (iii) notifying the Investors of any stop
order issued or threatened by the SEC with respect to any registration
statement filed pursuant to this Section 1.3.2 and use best efforts to prevent
the entry of such stop order or to remove it if entered;


 


(c)           (i) preparing and filing with the SEC such amendments and
supplements to any registration statement filed pursuant to this Section 1.3.2
and any prospectuses used in connection therewith as may be required to comply
with the Securities Act and to keep such registration statement effective (A)
if in connection with Section 1.1, until the Mandatory Registration Termination
Date and (B) if in connection with Section 1.2, for a period not to exceed 270
days from the date of effectiveness or such earlier time as the Registrable
Shares covered by such registration statement shall have been disposed of in
accordance with the intended method of distribution therefor or the expiration
of the time when a prospectus relating to such registration is required to be
delivered under the Securities Act (ii) respond as promptly as possible to any
comments received from the SEC with respect to such registration statement or
any amendment thereto and as promptly as possible provide the Investors true
and complete copies of all correspondence from and to the SEC relating to such
registration Statement (other than correspondence containing material nonpublic
information); and (iv) comply with the


 


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provisions of the Securities
Act and the Exchange Act with respect to the disposition of all Registrable
Shares covered by such registration statement as so amended or in such
Prospectus as so supplemented;


 


(d)           using its best efforts to register or qualify such
Registrable Shares under the state securities or “blue sky” laws of such
jurisdictions as the sellers shall reasonably request; provided, however,
that the Company shall not be obligated to file any general consent to service
of process or to qualify as a foreign corporation in any jurisdiction in which
it is not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it would not otherwise be so subject;


 


(e)           Notify the Investors and their counsel as promptly as
practicable (i) when the SEC notifies the Company whether there will be a
“review” of a registration statement filed pursuant to this Section 1.3.2 and
whenever the SEC comments in writing on such registration statement; and (ii)
when a registration statement filed pursuant to this Section 1.3.2, or any
post-effective amendment or supplement thereto, has become effective, and after
the effectiveness thereof: (A) of any request by the SEC or any other federal
or state governmental authority for amendments or supplements to such
registration statement or prospectus or for additional information; (B) of the
issuance by the SEC or any state securities commission of any stop order
suspending the effectiveness of such registration statement or the initiation
of any proceedings for that purpose; and (C) of the receipt by the Company of
any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Registrable Shares for sale in any
jurisdiction, or the initiation or threatening of any proceeding for such
purpose;


 


(f)            Notify the Investors and their counsel as promptly as
possible of the happening of any event as a result of which the prospectus
included in or relating to a registration statement filed pursuant to this
Section 1.3.2 contains an untrue statement of a material fact or omits any fact
necessary to make the statements therein not misleading; and, thereafter, the
Company will as promptly as possible prepare (and, when completed, give notice
to each Investor) a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of such Registrable Shares, such
prospectus will not contain an untrue statement of a material fact or omit to
state any fact necessary to make the statements therein not misleading; provided
that upon such notification by the Company, the Investors will not offer or
sell Registrable Shares pursuant to the registration statement until the
Company has notified the Investors that it has prepared a supplement or
amendment to such prospectus and delivered copies of such supplement or
amendment to the Investors (it being understood and agreed by the Company that
the foregoing proviso shall in no way diminish or otherwise impair the
Company’s obligation to as promptly as possible prepare a prospectus


 


7
















 


amendment or supplement as
above provided in this Section 1.3.2(f) and deliver copies of same as above
provided in Section 1.3.2(f) hereof);


 


(g)           Upon the occurrence of any event described in Section
1.3.2(f) hereof, as promptly as possible, prepare a supplement or amendment,
including a post-effective amendment, to the registration statement or a
supplement to the related prospectus or any document incorporated or deemed to
be incorporated therein by reference, and file any other required document so
that, as thereafter delivered, neither the registration statement nor such prospectus
will contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they are made, not misleading;


 


(h)           As promptly as possible furnish to each selling Investor,
without charge, such number of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Securities Act, and such
other documents (including, without limitation, Prospectus amendments and
supplements) as each such selling Investor may reasonably request in order to
facilitate the disposition of the Registrable Shares covered by such prospectus
and any amendment or supplement thereto. The Company hereby consents to the use
of such prospectus and each amendment or supplement thereto by each of the
selling Investors in connection with the offering and sale of the Registrable
Shares covered by such prospectus and any amendment or supplement thereto to
the extent permitted by federal and state securities laws and regulations;


 


(i)            If such registration is an underwritten Public Offering,
furnish to each selling Investor (A) an opinion of the counsel representing the
Company for purposes of such registration, dated as of the closing under the
underwriting agreement with respect to both the effective date of the
applicable registration statement and the date of the closing under the
underwriting agreement, in the form delivered to the underwriters in such
underwritten public offering and addressed to such selling Investors, and (B) a
“cold comfort” letter, dated the date of the closing under the underwriting
agreement with respect to both the effective date of the applicable
registration statement and the date of the closing under the underwriting
agreement signed by the independent certified public accountants who have
certified the Company’s financial statements included in such registration
statement, in the form delivered to the underwriters in such underwritten
public offering, and addressed to such selling Investors;


 


(j)            If such registration includes an underwritten public
offering initiated by the Investors, (A) enter into and perform its obligations
under an underwriting agreement, in usual and customary form with the


 


8
















 


managing underwriter of such
offering and (B) to the extent reasonably requested by the managing underwriter
for the offering or the selling Investors, take customary efforts to sell the
securities being offered, and cause such steps to be taken as to ensure such
good faith participation of senior management officers of the Company in “road
shows” as is customary; and


 


(k)           To the extent reasonably requested by the selling
Investors of Registrable Shares, take all other reasonable actions necessary to
expedite and facilitate disposition by such selling Investors of the
Registrable Shares pursuant to the applicable registration statement.


 


1.3.3.       Lock-Up.  If, in connection with any Public Offering,
the Company or the underwriters managing such Public Offering request that the
holders of the Registrable Shares enter into a “lock-up” agreement with respect
to the Registrable Shares held by them, the holders of the Registrable Shares
agree to act in a commercially reasonable manner in considering and responding
to any such request.


 


1.3.4.  Selection of Underwriters and Counsel.  The underwriters and legal counsel to be
retained in connection with any Public Offering contemplated by Section 1.2
hereof shall be selected by the Board.


 


1.3.5.  Transfer of Registration Rights.  Each Investor may assign or transfer any or
all of its rights hereunder to (i) any Affiliate of an Investor, (ii) any
subsidiary, parent, partner, retired partner, limited partner, shareholder or
member of an Investor or (iii) any family member or trust for the benefit of
any Investor, or (iv) any transferee who, after such transfer, holds at least
25% of the Registrable Shares (as adjusted for any stock dividends, stock
splits, combinations and reorganizations and similar events) originally issued
to such transferring or assigning Investor. 
Notwithstanding the foregoing, such rights may only be transferred or
assigned provided that all of the following additional conditions are
satisfied: (a) such transfer or assignment is effected in accordance with
applicable securities laws; (b) such transferee or assignee agrees in writing
to become subject to the terms of this Agreement; and (c) the Company is given
written notice by such transferring or assigning Investor of such transfer or
assignment, stating the name and address of the transferee or assignee and
identifying the Registrable Shares with respect to which such rights are being
transferred or assigned.  Upon any such,
and each successive, assignment or transfer to any permitted assignee or
transferee in accordance with the terms of this Section 1.3.5, such permitted
assignee or transferee shall be deemed to be an “Investor” for all purposes of
this Agreement.


 


1.4.  Indemnification and Contribution.


 


1.4.1.  Indemnities of the Company.  In the event of any registration of any
Registrable Shares or other debt or equity securities of the Company or any of
its


 


9
















 


Subsidiaries under the
Securities Act pursuant to Section 1.1, Section 1.2 hereof or otherwise, and in
connection with any registration statement or any other disclosure document
produced by or on behalf of the Company or any of its Subsidiaries including,
without limitation, reports required and other documents filed under the
Exchange Act, and other documents pursuant to which any debt or equity
securities of the Company or any of its Subsidiaries are sold (whether or not
for the account of the Company or its Subsidiaries), the Company will, and
hereby does, and will cause each of its Subsidiaries, jointly and severally, to
indemnify and hold harmless each seller of Registrable Shares, any Person who
is or might be deemed to be a controlling Person of the Company or any of its
Subsidiaries within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act, their respective direct and indirect partners, advisory
board members, directors, officers, trustees, members and stockholders, and
each other Person, if any, who controls any such seller or any such controlling
Person within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act (each such person being referred to herein as a “Covered
Person”), against any losses, claims, damages or liabilities (or actions or
proceedings in respect thereof), joint or several, to which such Covered Person
may be or become subject under the Securities Act, the Exchange Act, any other
securities or other law of any jurisdiction, the common law or otherwise, insofar
as such losses, claims, damages or liabilities (or actions or proceedings in
respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of any material fact contained or incorporated by
reference in any registration statement under the Securities Act, any
preliminary prospectus or final prospectus included therein, or any related
summary prospectus, or any amendment or supplement thereto, or any document
incorporated by reference therein, or any other such disclosure document
(including without limitation reports and other documents filed under the
Exchange Act and any document incorporated by reference therein) or other
document or report, (ii) any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading or (iii) any violation or alleged violation by the
Company or any of its subsidiaries of any federal, state, foreign or common law
rule or regulation applicable to the Company or any of its Subsidiaries and
relating to action or inaction in connection with any such registration,
disclosure document or other document or report, and will reimburse such
Covered Person for any legal or any other reasonable expenses incurred by it in
connection with investigating or defending any such loss, claim, damage,
liability, action or proceeding; provided, however, that neither
the Company nor any of its Subsidiaries shall be liable to any Covered Person
in any such case to the extent that any such loss, claim, damage, liability,
action or proceeding arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in such
registration statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement, incorporated document or other such
disclosure document or other document or report, in reliance upon and in
conformity with written information furnished to the Company or to any of its
Subsidiaries through an instrument duly executed by


 


10
















 


such Covered Person
specifically stating that it is for use in the preparation thereof and that it
is used as so specified.  The indemnities
of the Company and of its subsidiaries contained in this Section 1.4.1 shall
remain in full force and effect regardless of any investigation made by or on
behalf of such Covered Person and shall survive any transfer of securities.


 


1.4.2.  Indemnities to the Company.  The Company and any of its Subsidiaries may
require, as a condition to including any securities in any registration
statement filed pursuant to this Agreement, that the Company and any of its
Subsidiaries shall have received an undertaking satisfactory to it from the
prospective seller of such securities, severally (as to itself) and not jointly
to indemnify and hold harmless the Company and any of its Subsidiaries, each
director of the Company or any of its Subsidiaries, each officer of the Company
or any of its Subsidiaries who shall sign such registration statement and each
other Person (other than such seller), if any, who controls the Company and any
of its Subsidiaries within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act and each other prospective seller of such
securities with respect to any statement in or omission from such registration
statement, any preliminary prospectus, final prospectus or summary prospectus
included therein, or any amendment or supplement thereto, or any other disclosure
document (including, without limitation, reports and other documents filed
under the Exchange Act or any document incorporated therein) or other document
or report, if such statement or omission was made in reliance upon and in
conformity with written information furnished to the Company or any of its
Subsidiaries through an instrument executed by such seller specifically stating
that it is for use in the preparation thereof and that it is used as so
specified.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf
of the Company, any of its Subsidiaries or any such director, officer or
controlling Person and shall survive any transfer of securities.


 


1.4.3.  Contribution.  If the indemnification provided for in
Section 1.4.1 or Section 1.4.2 hereof is unavailable to a party that would have
been entitled to indemnification pursuant to the foregoing provisions of this
Section 1.4 (an “Indemnitee”) in respect of any losses, claims, damages
or liabilities (or actions or proceedings in respect thereof) referred to
therein, then each party that would have been an indemnifying party thereunder
shall, in lieu of indemnifying such Indemnitee, contribute to the amount paid
or payable by such Indemnitee as a result of such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) in such proportion
as is appropriate to reflect the relative fault of such indemnifying party on
the one hand and such Indemnitee on the other in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities (or
actions or proceedings in respect thereof). 
The relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by such indemnifying party or such Indemnitee and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.


 


11
















 


The parties agree that it
would not be just or equitable if contribution pursuant to this Section 1.4.3
were determined by pro rata allocation or by any other method of allocation
which does not take account of the equitable considerations referred to in the
preceding sentence.  The amount paid or
payable by a contributing party as a result of the losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to above in
this Section 1.4.3 shall include any legal or other expenses reasonably
incurred by such Indemnitee in connection with investigating or defending any
such action or claim.  No Person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.


 


1.4.4.  Conduct of Indemnification Proceedings.  Any Person entitled to indemnification
hereunder (the “Indemnified Party”) agrees to give prompt written notice
to the indemnifying party (the “Indemnifying Party”) after the receipt
by the Indemnified Party of any written notice of the commencement of any
action, suit, proceeding or investigation or threat thereof made in writing for
which the Indemnified Party intends to claim indemnification or contribution
pursuant to this Agreement; provided, however, that, the failure
so to notify the Indemnifying Party shall not relieve the Indemnifying Party of
any liability that it may have to the Indemnified Party hereunder unless and to
the extent such Indemnifying Party is prejudiced by such failure.  If notice of commencement of any such action
is given to the Indemnifying Party as above provided, the Indemnifying Party
shall be entitled to participate in and, to the extent it may wish, jointly
with any other Indemnifying Party similarly notified, to assume the defense of
such action at its own expense, with counsel chosen by it and reasonably
satisfactory to such Indemnified Party. 
The Indemnified Party shall have the right to employ separate counsel in
any such action and participate in the defense thereof, but the fees and
expenses of such counsel shall be paid by the Indemnified Party unless (i) the
Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to
assume the defense of such action with counsel satisfactory to the Indemnified
Party in its reasonable judgment or (iii) the named parties to any such action
(including, but not limited to, any impleaded parties) reasonably believe  that the representation of such
Indemnified Party and the Indemnifying Party by the same counsel would be
inappropriate under applicable standards of professional conduct.  In the case of clause (ii) above and (iii)
above, the Indemnifying Party shall not have the right to assume the defense of
such action on behalf of such Indemnified Party.  No Indemnifying Party shall be liable for any
settlement entered into without its written consent, which consent shall not be
unreasonably withheld.  No Indemnifying
Party shall, without the written consent of the Indemnified Party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
Indemnified Party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (A) includes an unconditional
release of the Indemnified Party from all liability arising out of such action
or claim and (B) does not include a statement as to, or


 


12
















 


an admission of, fault,
culpability or a failure to act by or on behalf of any Indemnified Party.  The rights afforded to any Indemnified Party
hereunder shall be in addition to any rights that such Indemnified Party may
have at common law, by separate agreement or otherwise.


 


1.4.5.  Limitation on Liability of Holders of
Registrable Shares.  The aggregate
liability of each holder of Registrable Shares in respect of any
indemnification or contribution obligation of such holder arising under this
Section 1.4 shall not in any event exceed an amount equal to the net proceeds
to such holder (after deduction of all underwriters’ discounts and commissions)
from the disposition of the Registrable Shares disposed of by such holder
pursuant to the registration giving rise to such liability.


 


1.5.  Reports Under Exchange Act.  In order to provide to the holders of
Registrable Shares the benefits of Rule 144 and any other rule or regulation of
the SEC that may at any time permit any such holder to sell securities of the
Company to the public without registration, and in order to make it possible
for the sale of Registrable Shares to be registered pursuant to a registration
on Form S-3 if the Company is then otherwise eligible to use such Form, the
Company agrees to:


 


(a)           make and keep public information available, as those terms
are understood and defined in Rule 144;


 


(b)           take such action, including the registration of its Common
Stock under Section 12 of the Exchange Act, as is necessary to enable the
holders of Registrable Shares to utilize Form S-3 for the resale of their
Registrable Shares (ignoring, for this purpose, the provisions of Items I.A.5
and I.B.3 of the General Instructions thereto);


 


(c)           file with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange
Act; and


 


(d)           furnish to any holder of Registrable Shares, so long as
the holder owns any Registrable Shares, forthwith upon request (i) a written
statement by the Company that it has complied with the reporting requirements
of Rule 144, the Securities Act and the Exchange Act, or that it qualifies as a
registrant whose securities may be resold in a secondary offering pursuant to
Form S-3; (ii) a copy of the most recent annual or quarterly report of the
Company filed with the SEC and such other reports and documents so filed by the
Company; and (iii) such other information as may be reasonably requested in
availing any holder of Registrable Shares any rule or regulation of the SEC
which permits the selling of any such securities without registration or
pursuant to such form.


 


Section 2.  Rule 144.  The Company shall use its reasonable best
efforts to file the reports required to be filed by it under the Exchange Act
in a timely manner and, if at any time the


 


13
















 


Company is not required to file such reports, it will, upon the request
of any Investor, make publicly available other information so long as necessary
to permit sales of its securities pursuant to Rule 144 of the Securities Act.  The Company covenants to take such further
action as any Investor may reasonably request, all to the extent required from
time to time to enable such Investor to sell Registrable Shares without
registration under the Securities Act within the limitation of the exemptions
provided by Rule 144.  The Company will
provide a copy of this Agreement to prospective purchasers of Registrable
Shares identified to the Company by the Investors upon request.  Upon the request of any Investor, the Company
shall deliver to such Investor a written statement as to whether it has
complied with such requirements.


 


Section 3.  Definitions.  For the purposes of this Agreement, the
following terms have the meanings below:


 


“Affiliate” shall
mean, with respect to the Company or any of its Subsidiaries (or any other
specified Person), any other Person which, directly or indirectly controls or
is controlled by or is under direct or indirect common control with the Company
or such Subsidiary (or such specified Person), and, without limiting the
generality of the foregoing, shall include (a) any other Person which
beneficially owns or holds 10% of more of any class of voting securities of
such Person or 10% or more of the equity interest in such Person, (b) any other
Person of which such Person beneficially owns or holds 10% or more of any class
of voting securities or in which such Person beneficially owns or holds 10% or
more of the equity interest in such Person and (c) any director or executive
officer of such Person.  For the purposes
of this definition, the term “control” (including, with correlative meanings,
the terms “controlled by” and “under common control with”), as used with
respect to any Person, means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities or by contract or
otherwise.


 


“Agreement” shall
have the meaning set forth in the first paragraph of this Agreement.


 


“Board” shall mean
the Board of Directors of the Company.


 


“Closing Date” shall
have the meaning ascribed to such term in the Securities Purchase Agreement.


 


“Common Stock” shall
have the meaning set forth in the Preamble hereof.


 


“Company” shall have
the meaning set forth in the Preamble hereof.


 


“Covered Person”
shall have the meaning set forth in Section 1.4.1 hereof.


 


“Demand Registration
Statement  shall have the meaning set
forth in Section 1.1.1 hereof.


 


“Demand Request”
shall have the meaning set forth in Section 1.1.1 hereof.


 


14
















 


“Demand Notice” shall
have the meaning set forth in Section 1.1.1 hereof.


 


“Exchange Act” shall
mean the Securities Exchange Act of 1934, as in effect from time to time.


 


“Exchange Agreement”
shall have the meaning set forth in the second paragraph hereof.


 


“Existing Agreements”
shall have the meaning set forth in Section 1.3.1. hereof.


 


“Indemnitee” shall
have the meaning set forth in Section 1.4.3 hereof.


 


“Indemnified Party”
shall have the meaning set forth in Section 1.4.4 hereof.


 


“Indemnifying Party”
shall have the meaning set forth in Section 1.4.4 hereof.


 


“Investors” shall
have the meaning set forth in the Preamble hereof.


 


“Majority Holders”
shall mean, as of any date, the holders of a majority of the Registrable Shares
outstanding on such date.


 


“Mandatory Registration
Termination Date” shall have the meaning set forth in Section 1.1.1 hereof.


 


“Person” shall mean
any individual, firm, corporation, company, partnership, trust, incorporated or
unincorporated association, limited liability company, joint venture, joint
stock company, government (or an agency or political subdivision thereof) or
other entity of any kind, and shall include any successor (by merger or
otherwise) of any such entity.


 


“Public Offering”
shall mean a public offering and sale of Common Stock for cash pursuant to an
effective registration statement under the Securities Act.


 


“Registrable Shares” means, at the relevant time of reference
thereto, the Shares and the Warrant Shares (including any shares of capital
stock that may be issued in respect thereof pursuant to a stock split, stock
dividend, recombination, reclassification or the like), provided, however, that
the term “Registrable Shares” shall not include any of the Shares or Warrant
Shares that are actually sold pursuant to a Registration Statement that has
been declared effective under the Securities Act by the SEC.


 


“Registration Statement”
(whether or not capitalized) shall mean any registration statement of the
Company filed with the SEC on the appropriate form pursuant to the Securities
Act which covers any Registrable Shares pursuant to the provisions of this
Agreement and all amendments and supplements to any such Registration
Statement, including post-effective amendments, all exhibits thereto and all
materials incorporated by reference therein.


 


“Rule 144” shall mean
Rule 144 under the Securities Act (or any successor Rule).


 


15
















 


“SEC” means the United States Securities and Exchange Commission.


 


“Securities” shall
mean any debt or equity securities of the Company, whether now or hereafter
authorized, and any instrument convertible into or exchangeable for Securities
or a Security.  “Security” shall
mean one of the Securities.


 


“Securities Act”
shall mean the Securities Act of 1933, as in effect from time to time.


 


“Securities Purchase
Agreement” shall have the meaning set forth in the Preamble hereof.


 


“Shares” shall have
the meaning set forth in the Preamble hereof.


 


“Subsidiary” shall
mean, for any Person, (i) a corporation a majority of whose voting stock is at
the time, directly or indirectly, owned by such Person, by one or more
Subsidiaries of such Person or by such Person and one or more Subsidiaries of
such Person, (ii) a partnership in which such Person or a Subsidiary of such
Person is, at the date of determination, a general or limited partner of such
partnership, but only if such Person or its Subsidiary is entitled to receive
more than 50% of the assets of such partnership upon its dissolution, (iii) a
limited liability company, a majority of whose membership interests is, at the
time, directly or indirectly owned by such Person or with respect to which such
Person has a right, under any scenario, to receive 50% or more of the
distributions of the assets of such limited liability company upon its
dissolution, or (iv) any other Person (other than a corporation or partnership)
in which such Person, a Subsidiary of such Person or such Person and one or
more Subsidiaries of such Person, directly or indirectly, at the date of
determination thereof, has (a) at least a majority ownership interest or (b)
the power to elect or direct the election of a majority of the directors or
other governing body of such Person.


 


“Warrants” means the warrants to purchase Common Stock, dated as of
the date hereof, issued by the Company to the Investors pursuant to the
Securities Purchase Agreement, a form of which is attached hereto as Exhibit A.


 


“Warrant Shares” means the shares of Common Stock issued or issuable
upon the exercise of the Warrants.


 


Section 4.  Notices.  Any notice or demand authorized by this
Agreement to be given or made by any holder of Registrable Shares to or on the
Company shall be sufficiently given or made when and if delivered by facsimile
transmission (provided confirmation of receipt is received immediately
thereafter) or when received, if deposited in the mail, first class or
registered, postage prepaid, addressed, as follows:


 


iBasis, Inc.


20 Second Avenue


Burlington, MA  01803


Attention: Chief Financial
Officer


Facsimile No.: 781-505-7304


 


16
















 


with a copy to:


 


Bingham McCutchen LLP


150 Federal Street


Boston, MA 02110


Attention: Johan V. Brigham


Facsimile No.: 617-951-8736


 


if to an Investor, at the
corresponding address set forth for such Investor on Schedule I.


 


Any notice pursuant to this
Agreement to be given by the Company to any holder of Registrable Shares shall
be sufficiently given when and if delivered by facsimile transmission (provided
confirmation of receipt is received immediately thereafter) or deposited in the
mail, first-class or registered, postage prepaid, addressed (until another
address is filed in writing by such holder with the Company).


 


Section 5.  Supplements and Amendments.  Any supplement or amendment of this Agreement
shall be in writing and executed and delivered by the Majority Holders and
Company; provided, that any amendment or supplement that is materially
and disproportionately adverse to any Holder(s), when compared to all other
Holders, shall require the consent of such Holder(s).


 


Section 6.  Successors and Assigns.  All the covenants and provisions of this
Agreement by or for the benefit of the Company shall bind and inure to the
benefit of its successors and assigns hereunder.


 


Section 7.  Governing Law; Submission to Jurisdiction:
Waiver of Jury Trial.  This Agreement
shall be deemed to be a contract made under the laws of the State of New York
and for all purposes shall be governed by and construed in accordance with the
internal laws of said State, without regard to principles of conflicts of
laws.  Each party hereto hereby submits
to the nonexclusive jurisdiction of the United States District Court for the
State of New York and of any New York state court sitting in New York for
purposes of all legal proceedings arising out of or relating to this agreement
or the transactions contemplated hereby. 
Each party hereto irrevocably waives, to the fullest extent permitted by
law, any objection which it may now or hereafter have to the laying of the
venue of any such proceeding brought in such a court and any claim that any
such proceeding brought in such a court has been brought in an inconvenient
forum.


 


Section 8.  Exercise of Rights and Remedies.  No delay of or omission in the exercise of
any right, power or remedy accruing to any party as a result of any breach or
default by any other party under this Agreement shall impair any such right,
power or remedy, nor shall it be construed as a waiver of or acquiescence in
any such breach or default, or of any similar breach or default occurring
later; nor shall any such delay, omission or waiver of any single breach or
default be deemed a waiver of any other breach or default occurring before or
after that waiver.


 


17
















 


Section 9.  Benefits of this Agreement.  Nothing in this Agreement shall be construed
to give to any Person or corporation other than the Company and the holders of
the Registrable Shares (including any holder of a beneficial interest in any
Registrable Shares) any legal or equitable right, remedy or claim under this
Agreement, and this Agreement shall be for the sole and exclusive benefit of
the Company and the holders of the Registrable Shares (including any holder of
a beneficial interest in any Registrable Shares).


 


Section 10.  No Inconsistent Agreements.  The Company has not, as of the date hereof,
entered into, nor shall it, on or after the date hereof, enter into, any agreement
with respect to its securities that is inconsistent with the rights granted to
the Investors herein or otherwise conflicts with the provisions hereof.  If, after the date hereof, the Company enters
into an agreement or other commitment with any other Person that has the effect
of establishing registration rights with respect to the Company’s capital stock
the terms of which are pari passu or more favorable, taken as a whole, to such
Person than the registration rights established in favor of the holders of
Registrable Shares pursuant to Section 1.1 or Section 1.2 hereof, then the
Company will promptly so notify such holders in writing, and the Company shall,
without the necessity of any action on the part of such holders, extend the
benefits of such pari passu or more favorable terms to such holders as if such
terms were contained in this Agreement, or permit such holders to enter into
such other agreement establishing such rights in lieu of this agreement.


 


Section 11.  Severability.  If any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions contained
herein shall not be affected or impaired thereby.


 


Section 12.  Securities Held by the Company.  Whenever the consent or approval of holders
of a specified percentage of Registrable Shares is required hereunder,
Registrable Shares held by the Company or their Affiliates (other than
subsequent holders of Registrable Shares if such subsequent holders are deemed
to be Affiliates solely by reason of their holdings of such Registrable Shares)
shall not be counted in determining whether such consent or approval was given
by the holders of such required percentage.


 


Section 13.  Counterparts.  This Agreement may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.


 


Section 14.  Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


[Signature
page follows]


 


18
















 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed, as of the day
and year first above written.


 


 


	
   

  	
  iBASIS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ofer Gneezy

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ofer Gneezy

  
	
   

  	
   

  	
  Title:

  	
  President and

  Chief Executive Officer

  
					



 
















 


THE INVESTORS:


 


 


	
   

  	
  THE IBS TURNAROUND FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By its General Partner, IBS Capital Corp.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Taft

  	
   

  
	
   

  	
  Title: President, IBS Capital Corp

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE IBS OPPORTUNITY FUND, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Taft

  	
   

  
	
   

  	
  Title: Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  YORK INVESTMENT LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adam J. Semler

  	
   

  
	
   

  	
  Title: Chief Financial Officer of its Investment Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  YORK CREDIT OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adam J. Semler

  	
   

  
	
   

  	
  Title: Chief Financial Officer of its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  YORK CAPITAL MANAGEMENT, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Adam J. Semler

  	
   

  
	
   

  	
  Title: Chief Financial Officer of its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ELEVEN RINGS OPPORTUNITY FUND, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lindsay Leet

  	
   

  
	
   

  	
  Title: Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEW GENERATION LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Putnamm III

  	
   

  
	
   

  	
  Title:

  	
  President of its General Partner

  
					



 


2
















 


	
   

  	
  NEW GENERATION TURNAROUND FUND

  (BERMUDA) LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George Putnamm III

  	
   

  
	
   

  	
  Title:

  	
  President of its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PHOENIX PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joann McNiff

  	
   

  
	
   

  	
  Title:

  	
  Authorized Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PHOENIX PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joann McNiff

  	
   

  
	
   

  	
  Title:

  	
  Authorized Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PHAETON INTERNATIONAL (BVI) LTD

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joann McNiff

  	
   

  
	
   

  	
  Title:

  	
  Authorized Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  John C. Waterfall

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joann McNiff

  	
   

  
	
   

  	
  Title:

  	
  Attorney-in-Fact for John C. Waterfall

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CROSSLINK CROSSOVER FUND IV, LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. Stark

  	
   

  
	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DELTA GROWTH, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. Stark

  	
   

  
	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
  OFFSHORE CROSSLINK CROSSOVER FUND III

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. Stark

  	
   

  
	
   

  	
  Title:

  	
  Managing Member

  
					



 


3
















 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ George W. Haywood

  	
   

  
	
   

  	
  George W. Haywood

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LOEB PARTNERS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert Grubin

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MILLER FAMILY PARTNERSHIP I

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lloyd Miller

  	
   

  
	
   

  	
  Title:

  	
  Investment Advisor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MILLENNIUM PARTNERS L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terry Feeney

  	
   

  
	
   

  	
  Title:

  	
  Vice Chairman and Chief Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GREYWOLF
  CAPITAL OVERSEAS FUND

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  Troy

  	
   

  
	
   

  	
  Title:

  	
  Chief
  Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GREYWOLF
  CAPITAL PARTNERS II LP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  Troy

  	
   

  
	
   

  	
  Title:

  	
  Chief
  Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LC
  CAPITAL MASTER FUND, LTD.

  
	
   

  	
   

  
	
   

  	
  By its Investment Advisor, Lampe, Conway & Co.
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven G. Lampe

  	
   

  
	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SINGER
  CHILDREN’S MANAGEMENT TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gary
  Singer

  	
   

  
	
   

  	
  Title:

  	
  Investment
  Advisor

  
					



 


4