Contract

EXHIBIT 10.27 REGISTRATION RIGHTS AGREEMENTThis Registration Rights Agreement (the “Agreement”) is made as of the date setforth below (the “Effective Date”) between iLinc Communications, Inc., aDelaware corporation (the “COMPANY”), and the purchasers of its Common Stock (asdefined below) pursuant to a Securities Purchase Agreement dated as of the datehereof (each in “Investor” and, collectively, the “Investors”). Capitalizedterms used and not defined herein shall have the respective meanings ascribed tothem in the Securities Purchase Agreement. RECITALS WHEREAS, the Company has sold 5,405,405 shares (the “SHARES”) of itscommon stock, $0.001 par value per share, (the “COMMON STOCK”), to certaininvestors in a private placement (the “OFFERING”); and WHEREAS, the execution and delivery of this Agreement by the Company isa condition to the completion of the Offering. NOW, THEREFORE, the parties hereto agree as follows: 1. REGISTRATION PROCEDURES AND EXPENSES. The Company shall: (a) subject to receipt of necessary information fromthe Investors, prepare and file with the Securities and Exchange Commission(“SEC”), within thirty (30) days after the Closing Date (the “REQUIRED FILINGDATE”), a Registration Statement on Form S-3 to enable the resale of the Sharesby the Investors from time to time; (b) subject to receipt of necessary information fromthe Investors, to cause the Registration Statement to become effective as soonas practicable, but in no event later than ninety (90) days after the RequiredFiling Date (the “REQUIRED EFFECTIVE DATE”). If the Registration Statement (i)has not been filed by the Required Filing Date or (ii) has not been declaredeffective by the SEC on or before the Required Effective Date, then the Companyshall, immediately following the Required Filing Date (if not then so filed) andthe Required Effective Date (if not then so effective), and on each 30th dayanniversary thereafter, make a payment to the Investor as compensation for suchdelay (the “LATE REGISTRATION PAYMENTS”) an amount equal to one percent (1%) ofthe Purchase Price paid for the Shares purchased by the Investor, until theRegistration Statement is filed or declared effective by the SEC.Notwithstanding the foregoing, in no event shall the total of all LateRegistration Payments exceed in the aggregate ten percent (10%) of such PurchasePrice. Late Registration Payments, if any, will be prorated on a daily basis andwill be paid to Investor by wire transfer or check within five (5) Business Daysafter the date that each payment is due; (c) prepare and file with the SEC such amendments andsupplements to the Registration Statement and the Prospectus as may be necessaryto keep the Registration Statement current and effective for a period ending onthe earlier of (i) the second anniversary of the Closing Date, (ii) the date onwhich the Investor may sell Shares pursuant to paragraph (k) of Rule 144 underthe Securities Act or any successor rule (“RULE 144″) or (iii) such time as allShares purchased by such Investor in this Offering have been sold pursuant to aregistration statement or Rule 144, and to notify each Investor promptly uponthe Registration Statement and each post-effective amendment thereto, beingdeclared effective by the SEC;Registration Rights Agreement Page 1 of 10 (d) furnish to the Investor such number of copies (inpaper or electronic version) of the Registration Statement and the Prospectus(including supplemental prospectuses), as the Investor may reasonably request,in order to facilitate the public sale or other disposition of all or any of theShares by the Investor; (e) file documents required of the Company for normalblue sky clearance in states specified in writing by the Investor; provided,however, that the Company shall not be required to qualify to do business orconsent to service of process in any jurisdiction in which it is not now soqualified or has not so consented; (f) bear all expenses (other than underwritingdiscounts and commissions, if any) in connection with the procedures inparagraph (a) through (e) of this Section 1 and the registration of the Sharespursuant to the Registration Statement; (g) advise the Investors, promptly after it shallreceive notice or obtain knowledge of the issuance of any stop order by the SECdelaying or suspending the effectiveness of the Registration Statement or of theinitiation of any proceeding for that purpose; and it will promptly use itscommercially reasonable efforts to prevent the issuance of any stop order or toobtain its withdrawal at the earliest possible moment if such stop order shouldbe issued; and (h) with a view to making available to the Investorthe benefits of Rule 144 or other rule that may permit the Investor to sellShares without registration, the Company agrees to use its commerciallyreasonable efforts to: (i) make and keep public information available, as thoseterms are understood and defined in Rule 144, until the earlier of (A) such dateas all of the Investor’s Shares may be resold pursuant to Rule 144(k) or (B)such date as all of the Investor’s Shares shall have been sold; (ii) file withthe SEC in a timely manner all reports and other documents required of theCompany under the Securities Act and under the Exchange Act; and (iii) furnishto the Investor upon request a written statement that the Company has compliedwith the reporting requirements of the Securities Act and the Exchange Act, acopy (in paper or electronic version) of the Company’s most recent Annual Reporton Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information asmay be reasonably requested that permits the selling of any such Shares withoutregistration. It shall be a condition precedent to the obligations of the Company totake any action pursuant to this Section 1 that the Investor shall furnish tothe Company such information and representations regarding Investor, the Sharesto be sold by Investor, and the intended method of disposition of suchsecurities as shall be required to effect the registration of the Shares and/orsale under Rule 144. The Company understands that the Investor disclaims being anunderwriter, but acknowledges that a determination by the SEC that the Investoris deemed an underwriter shall not relieve the Company of any obligations it hashereunder. 2. TRANSFER OF SHARES AFTER REGISTRATION; SUSPENSION. (a) The Investor agrees that it will not effect anydisposition or other transfer of the Shares or its right to purchase the Sharesthat would constitute a sale within the meaning of the Securities Act other thantransactions exempt from the registration requirements of the Securities Act, ascontemplated in the Registration Statement and as described below, and that itwill promptly notify the Company of any material changes in the information setforth in the Registration Statement regarding the Investor or its plan ofdistribution.Registration Rights Agreement Page 2 of 10 (b) Except in the event that paragraph (c) belowapplies, the Company shall: (i) if deemed necessary by the Company, prepare andfile from time to time with the SEC a post-effective amendment to theRegistration Statement or a supplement to the related Prospectus or a supplementor amendment to any document incorporated therein by reference or file any otherrequired document so that such Registration Statement will not contain an untruestatement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein not misleading, andso that, as thereafter delivered to purchasers of the Shares being soldthereunder, such Prospectus will not contain an untrue statement of a materialfact or omit to state a material fact required to be stated therein or necessaryto make the statements therein, in light of the circumstances under which theywere made, not misleading; (ii) provide the Investor with either copies of anydocuments filed pursuant to Section 2(b)(i) or access to such documentselectronically; and (iii) upon request, inform each Investor who so requeststhat the Company has complied with its obligations in Section 2(b)(i) (or that,if the Company has filed a post-effective amendment to the RegistrationStatement which has not yet been declared effective, the Company will notify theInvestor to that effect, will use its best efforts to secure the effectivenessof such post-effective amendment as promptly as possible and will promptlynotify the Investor pursuant to Section 2(b)(i) hereof when the amendment hasbecome effective). (c) Subject to paragraph (d) below, in the event: (i)of any request by the SEC or any other federal or state governmental authorityduring the period of effectiveness of the Registration Statement for amendmentsor supplements to the Registration Statement or related Prospectus or foradditional information; (ii) of the issuance by the SEC or any other federal orstate governmental authority of any stop order suspending the effectiveness ofthe Registration Statement or the initiation of any proceedings for thatpurpose; (iii) of the receipt by the Company of any notification with respect tothe suspension of the qualification or exemption from qualification of any ofthe Shares for sale in any jurisdiction or the initiation of any proceeding forsuch purpose; or (iv) of any event or circumstance which necessitates the makingof any material changes in the Registration Statement or Prospectus, or anydocument incorporated or deemed to be incorporated therein by reference, sothat, in the case of the Registration Statement, it will not contain any untruestatement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein not misleading, andthat in the case of the Prospectus, it will not contain any untrue statement ofa material fact or omit to state a material fact required to be stated thereinor necessary to make the statements therein, in the light of the circumstancesunder which they were made, not misleading; then the Company shall promptlydeliver a certificate in writing or electronically to the Investor (the”SUSPENSION NOTICE”) to the effect of the foregoing and, upon receipt of suchSuspension Notice, the Investor will refrain from selling any Shares pursuant tothe Registration Statement (a “SUSPENSION”) until the Investors are advised inwriting by the Company that the current Prospectus may be used, and has receivedcopies of any additional or supplemental filings that are incorporated or deemedincorporated by reference in any such Prospectus. In the event of anySuspension, the Company will use its reasonable best efforts to cause the use ofthe Prospectus so suspended to be resumed as soon as reasonably practicableafter delivery of a Suspension Notice to the Investors. In addition to andwithout limiting any other remedies (including, without limitation, at law or atequity) available to the Investor, the Investor shall be entitled to specificperformance in the event that the Company fails to comply with the provisions ofthis Section 2(c). The Investor covenants that from the date hereof it willmaintain in confidence the receipt and content of any Suspension Notice providedin accordance with this paragraph (c) in accordance with and subject to Section4.6 of Annex I to the Securities Purchase Agreement. (d) If a Suspension is not then in effect, theInvestor may sell Shares under the Registration Statement, provided that itcomplies with any applicable prospectus delivery requirements. Upon receipt of arequest therefor, the Company will provide an adequate number of currentProspectuses to the Investor and to any other parties requiring suchProspectuses.Registration Rights Agreement Page 3 of 10 (e) In the event of a sale of Shares by the Investor,unless such requirement is waived by the Company in writing, the Investor mustalso deliver to the Company’s transfer agent, with a copy to the Company, aCertificate of Subsequent Sale substantially in the form attached hereto asExhibit A, so that the Shares may be properly transferred. (f) The Company agrees that it shall, immediatelyprior to the Registration Statement being declared effective, deliver to itstransfer agent an opinion letter of counsel, opining that at any time theRegistration Statement is effective, the transfer agent shall issue, inconnection with the sale of the Shares, certificates representing such Shareswithout restrictive legend, provided the Shares are to be sold pursuant to theProspectus contained in the Registration Statement and the transfer agentreceives a Certificate of Subsequent Sale in the form attached hereto as Exhibit”A.” Upon receipt of such opinion, the Company shall cause the transfer agent toconfirm, for the benefit of the Investor, that no further opinion of counsel isrequired at the time of transfer in order to issue such Shares withoutrestrictive legend.The Company shall cause its transfer agent to issue a certificate without anyrestrictive legend to a purchaser of any Shares from the Investor at Investor’sexpense and upon request of Investor, if (a) the sale of such Shares isregistered under the Registration Statement (including registration pursuant toRule 415 under the Securities Act) and the Investor has delivered a Certificateof Subsequent Sale to the Transfer Agent; (b) the holder has provided theCompany with an opinion of counsel, in form, substance and scope customary foropinions of counsel in comparable transactions, to the effect that a public saleor transfer of such Shares may be made without registration under the SecuritiesAct; or (c) such Shares are sold in compliance with Rule 144 under theSecurities Act. In addition, the Company shall, at the Investors expense andupon request of the Investor, remove the restrictive legend from any Shares heldby the Investor following the expiration of the holding period required by Rule144(k) under the Securities Act (or any successor rule). 3. INDEMNIFICATION. For the purpose of this Section 3: (a) the term “SELLING SHAREHOLDER” shall mean theInvestor and each person, if any, who controls the Investor within the meaningof Section 15 of the Securities Act or Section 20 of the Exchange Act; (b) the term “REGISTRATION STATEMENT” shall mean thefinal Prospectus, supplement or amendment thereto (or deemed to be a partthereof) referred to in Section 1; and (c) the term “UNTRUE STATEMENT” shall mean anymaterial untrue statement, or any material omission of a statement of a materialfact required to be made therein or necessary to make the statements therein, inthe light of the circumstances under which they were made, not materiallymisleading. (d) (i) The Company agrees to indemnify and holdharmless each Selling Shareholder from and against any losses, or damages towhich such Selling Shareholder may incur (under the Securities Act or otherwise)insofar as such losses or damages arise out of (i) any untrue statement of amaterial fact contained in the Registration Statement, or (ii) any inaccuracy inthe representations of the Company contained in this Agreement. The Company willreimburse such Selling Shareholder for any reasonable legal expense incurred orany out of pocket expenses reasonably incurred in defending any such claim oraction; provided, however, that the Company shall not be liable in any such caseRegistration Rights Agreement Page 4 of 10to the extent that such loss or damage arises out of, or is based upon, anuntrue statement made in such Registration Statement in reliance upon and inconformity with written information furnished to the Company by or on behalf ofsuch Selling Shareholder for use in preparation of the Registration Statement,or any inaccuracy in representations made by such Selling Shareholder in theInvestor Questionnaire or the failure of such Selling Shareholder to comply withits covenants and agreements contained in Sections in this Agreement orcontained in the Securities Purchase Agreement or any statement or omission inany Prospectus that is corrected in any subsequent Prospectus that was deliveredto the Selling Shareholder prior to the pertinent sale or sales by the SellingShareholder. The obligation to indemnify shall be limited to the net amount ofthe proceeds received by the Company from the Investor as a result of theOffering. (ii) The Investor agrees to indemnify andhold harmless the Company (and each person, if any, who controls the Companywithin the meaning of Section 15 of the Securities Act, each officer of theCompany who signs the Registration Statement and each director of the Company)from and against any losses or damage to which the Company (or any such officer,director or controlling person) may become subject (under the Securities Act orotherwise), insofar as such loss or damage (or actions or proceedings in respectthereof) arise out of, or are based upon, (i) any failure to comply with thecovenants and agreements contained in this Agreement or of the SecuritiesPurchase Agreement or (ii) any untrue statement of a material fact contained inthe Registration Statement if, and only if, such untrue statement was made inreliance upon and in conformity with written information furnished by or onbehalf of the Investor specifically for use in preparation of the RegistrationStatement. The Investor will reimburse the Company (or such officer, director orcontrolling person), as the case may be, for any reasonable legal expense orother actual accountable out-of-pocket expenses reasonably incurred in defendingany such claim, action or proceeding. The obligation to indemnify shall belimited to the net amount of the proceeds received by the Investor from the saleof the Shares pursuant to the Registration Statement. (iii) Promptly after receipt by anyindemnified person of a notice of a claim or the beginning of any action inrespect of which indemnity is to be sought against an indemnifying personpursuant to this Section 3, such indemnified person shall notify theindemnifying person in writing of such claim or of the commencement of suchaction, but the omission to so notify the indemnifying party will not relieve itfrom any liability which it may have to any indemnified party under this Section3 (except to the extent that such omission materially and adversely affects theindemnifying party’s ability to defend such action) or from any liabilityotherwise than under this Section 3. Subject to the provisions hereinafterstated, in case any such action shall be brought against an indemnified person,the indemnifying person shall be entitled to participate therein, and, to theextent that it shall elect by written notice delivered to the indemnified partypromptly after receiving the aforesaid notice from such indemnified party, shallbe entitled to assume the defense thereof, with counsel reasonably satisfactoryto such indemnified person. After notice from the indemnifying person to suchindemnified person of its election to assume the defense thereof (unless it hasfailed to assume the defense thereof and appoint counsel reasonably satisfactoryto the indemnified party), such indemnifying person shall not be liable to suchindemnified person for any legal expenses subsequently incurred by suchindemnified person in connection with the defense thereof; provided, however,that if there exists or shall exist a conflict of interest that would make itinappropriate, in the reasonable opinion of counsel to the indemnified person,for the same counsel to represent both the indemnified person and suchindemnifying person or any affiliate or associate thereof, the indemnifiedperson shall be entitled to retain its own counsel at the expense of suchindemnifying person; provided, however, that no indemnifying person shall beresponsible for the fees and expenses of more than one separate counsel(together with appropriate local counsel) for all indemnified parties. In noevent shall any indemnifying person be liable in respect of any amounts paid insettlement of any action unless the indemnifying person shall have approved theterms of such settlement; provided that such consent shall not be unreasonablyRegistration Rights Agreement Page 5 of 10withheld. No indemnifying person shall, without the prior written consent of theindemnified person, effect any settlement of any pending or threatenedproceeding in respect of which any indemnified person is or could reasonablyhave been a party and indemnification could have been sought hereunder by suchindemnified person, unless such settlement includes an unconditional release ofsuch indemnified person from all liability on claims that are the subject matterof such proceeding. (iv) If the indemnification provided for inthis Section 3 is unavailable to or insufficient to hold harmless an indemnifiedparty under paragraphs 3(d)(i) or 3(d)(ii) above in respect of any loss ordamage (or actions or proceedings in respect thereof) referred to therein, theneach indemnifying party shall contribute to the amount paid or payable by suchindemnified party as a result of such loss or damage (or actions in respectthereof) in such proportion as is appropriate to reflect the relative fault ofthe Company on the one hand and the Investor on the other in connection with thestatements or omissions or other matters which resulted in such loss or damage(or actions in respect thereof), as well as any other relevant equitableconsiderations. The relative fault shall be determined by reference to, amongother things, in the case of an untrue statement, whether the untrue statementrelates to information supplied by the Company on the one hand or the Investoron the other and the parties’ relative intent, knowledge, access to informationand opportunity to correct or prevent such untrue statement. The Company and theInvestor agree that it would not be just and equitable if contribution pursuantto this subsection (d) were determined by pro rata allocation (even if theInvestors were treated as one entity for such purpose) or by any other method ofallocation which does not take into account the equitable considerationsreferred to above in this subsection (d). The amount paid or payable by anindemnified party as a result of the loss or damage (or actions in respectthereof) referred to above in this subsection (d) shall be deemed to include anyreasonable legal fees incurred by such indemnified party in connection withdefending any such action or claim. Notwithstanding the provisions of thissubsection (d), the Investor shall not be required to contribute any amount inexcess of the amount by which the gross amount received by the Investor from thesale of the Shares to which such loss relates exceeds the amount of any damageswhich the Investor has otherwise been required to pay by reason of such untruestatement. No person guilty of fraudulent misrepresentation (within the meaningof Section 11(f) of the Securities Act) shall be entitled to contribution fromany person who was not guilty of such fraudulent misrepresentation. TheInvestors’ obligations in this subsection to contribute are several inproportion to their sales of Shares to which such loss relates and not joint. (e) The parties to this Agreement hereby acknowledgethat they are sophisticated business persons who were represented by counselduring the negotiations regarding the provisions hereof including, withoutlimitation, the provisions of this Section 3, and are fully informed regardingsaid provisions. They further acknowledge that the provisions of this Section 3fairly allocate the risks in light of the ability of the parties to investigatethe Company and its business in order to assure that adequate disclosure is madein the Registration Statement as required by the Securities Act and the ExchangeAct. 4. Additonal Piggyback Registration Rights. (a) At any time within two (2) years following theEffective Date, unless the registration statement pursuant to Section 1 above isfiled, if the Company proposes to register any Common Stock for its own orothers’ account under the Securities Act of 1933, (other than the registrationrequired by Section 1 above) (an “Alternative Registration”), then the Companyshall give each Investor prompt written notice of its intent to register suchsecurities (the “Registration Notice”) at least thirty (30) days prior to thefiling of the Alternative Registration statement with the SEC. The RegistrationNotice shall specify the approximate date on which the Company proposes to filesuch Alternative Registration statement and shall contain a statement that eachInvestor is entitled to participate in such Alternative Registration, and shallset forth the number of shares of Common Stock that may be registered as a partRegistration Rights Agreement Page 6 of 10of the Alternative Registration. Each Investor desiring to participate in suchAlternative Registration shall notify the Company no later than twenty (20) daysfollowing receipt of the Registration Notice of the aggregate number of sharesof Common Stock that such Investor then desires to sell in the offering. Thispiggy back registration provision shall be merely supplemental to, and shall notin any way otherwise diminish, the obligation to file the registration statementdescribed in Section 1 above. 5. TERMINATION OF CONDITIONS AND OBLIGATIONS. The conditions precedentimposed by Section 4 of the Securities Purchase Agreement or this Agreement uponthe transferability of the Shares shall cease and terminate as to any particularnumber of the Shares when such Shares shall have been effectively registeredunder the Securities Act and sold or otherwise disposed of in accordance withthe intended method of disposition set forth in the Registration Statementcovering such Shares or at such time as an opinion of counsel satisfactory tothe Company shall have been rendered to the effect that such conditions are notnecessary in order to comply with the Securities Act. 6. INFORMATION AVAILABLE. So long as the Registration Statement iseffective covering the resale of Shares owned by the Investor, the Company willfurnish (or, to the extent such information is available electronically throughthe Company’s filings with the SEC, the Company will make available) to theInvestor: (a) as soon as practicable after it is available, onecopy of (i) its Annual Report to Shareholders (which Annual Report shall containfinancial statements audited in accordance with generally accepted accountingprinciples by a national firm of certified public accountants) and (ii) if notincluded in substance in the Annual Report to Shareholders, its Annual Report onForm 10-K (the foregoing, in each case, excluding exhibits); and, (b) upon the reasonable request of the Investor, anadequate number of copies of the Prospectuses to supply to any other partyrequiring such Prospectuses either in printed or electronic form. 7. LIMITS ON ADDITIONAL ISSUANCES. Except for the issuance of stockoptions under the Company’s stock option plan, the issuance of warrants topurchase the Company’s common stock, or the issuance of common stock under theCompany’s employee stock purchase plan or upon exercise of outstanding optionsand warrants and the offering contemplated hereby, the Company will not, for aperiod of three (3) months following the Closing Date, offer for sale or sellany securities unless, in the opinion of the Company’s counsel, such offer orsale does not jeopardize the availability of exemptions from the registrationand qualification requirements under applicable securities laws with respect tothe Offering. The foregoing shall not apply to securities issued in connectionwith any acquisition, including by way of merger, or purchase of stock or all orsubstantially all of the assets of any third party. The foregoing provisionsshall not prevent the Company from filing a “shelf” registration statementpursuant to Rule 415 under the Securities Act, but the foregoing provisionsshall apply to any sale of securities thereunder. 8. NOTICES. All notices, requests, consents and other communicationshereunder shall be in writing, shall be delivered (A) if within the UnitedStates, by first-class registered or certified airmail, or nationally recognizedovernight express courier, postage prepaid, or by facsimile, or (B) if fromoutside the United States, by International Federal Express (or comparableservice) or facsimile, and shall be deemed given (i) if delivered by first-classregistered or certified mail domestic, upon the Business Day received, (ii) ifdelivered by nationally recognized overnight carrier, one (1) Business Day aftertimely delivery to such carrier, (iii) if delivered by International FederalExpress (or comparable service), two (2) Business Days after timely delivery tosuch carrier, (iv) if delivered by facsimile, upon electric confirmation ofRegistration Rights Agreement Page 7 of 10receipt and shall be addressed as follows, or to such other address or addressesas may have been furnished in writing by a party to another party pursuant tothis paragraph: (a) if to the Company, to: iLinc Communications, Inc. 2999 North 44th Street, Suite 650 Phoenix, AZ 85018 Attention: James L. Dunn, Jr. General Counsel Telephone: 602-952-1200 with a copy to: Jackson Walker, LLP 901 Main Street, Suite 6000 Dallas, TX 75202 Attention: James Ryan III Telephone: (214) 953-6000 (b) if to the Investor, at its address on thesignature page to the Stock Purchase Agreement. 9. AMENDMENTS; WAIVER. This Agreement may not be modified or amendedexcept pursuant to an instrument in writing signed by the Company and theInvestor. Any waiver of a provision of this Agreement must be in writing andexecuted by the party against whom enforcement of such waiver is sought. 10. HEADINGS. The headings of the various sections of this Agreementhave been inserted for convenience of reference only and shall not be deemed tobe part of this Agreement. 11. ENTIRE AGREEMENT; SEVERABILITY. This Agreement sets forth theentire agreement and understanding of the parties relating to the subject matterhereof and supersedes all prior and contemporaneous agreements, negotiations andunderstandings between the parties, both oral and written relating to thesubject matter hereof. If any provision contained in this Agreement isdetermined to be invalid, illegal or unenforceable in any respect, the validity,legality and enforceability of the remaining provisions contained herein shallnot in any way be affected or impaired thereby. 12. GOVERNING LAW. This Agreement shall be governed by, and construedin accordance with, the internal laws of the State of New York, without givingeffect to the principles of conflicts of law. 13. COUNTERPARTS. This Agreement may be executed in two or morecounterparts, each of which shall constitute an original, but all of which, whentaken together, shall constitute but one instrument, and shall become effectivewhen one or more counterparts have been signed by each party hereto anddelivered to the other parties. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]Registration Rights Agreement Page 8 of 10Please confirm that the foregoing correctly sets forth the agreement between usby signing in the space provided below for that purpose. DATED AS OF: June 15, 2006 Herald Investment Management Limited on behalf of Herald Investment Trust, PLC —————————————– [INVESTOR NAME] By: /s/ Fraser Elms ————————————- Name: Fraser Elms Title: Fund Manager Herald Investment Management Ltd. Address: 10 -11 Charterhouse Square ——————————– London EC1M 6AX —————————————–AGREED AND ACCEPTED:iLinc Communications, Inc.By: /s/ James M. Powers, Jr. ———————————- Name: James M. Powers, Jr. Title: PresidentRegistration Rights Agreement Page 9 of 10 EXHIBIT A ILINC COMMUNICATIONS, INC. CERTIFICATE OF SUBSEQUENT SALE[Transfer Agent]____________________________________________________________ RE: Sale of Shares of Common Stock of iLinc Communications, Inc. (the “Company”) pursuant to the Company’s Prospectus dated _______________, 2005 (the “Prospectus”)Dear Sir/Madam: The undersigned hereby certifies, in connection with the sale of sharesof Common Stock of the Company included in the table of Selling Shareholders inthe Prospectus, that the undersigned has sold the Shares pursuant to theProspectus and in a manner described under the caption “Plan of Distribution” inthe Prospectus and that such sale complies with all applicable securities laws,including, without limitation, the Prospectus delivery requirements of theSecurities Act of 1933, as amended. Selling Shareholder (the beneficial owner): ___________________________ Record Holder (e.g., if held in name of nominee): _____________________ Restricted Stock Certificate No.(s): __________________________________ Number of Shares Sold: ________________________________________________ Date of Sale: _________________________________________________________ In the event that you receive a stock certificate(s) representing moreshares of Common Stock than have been sold by the undersigned, then you shouldreturn to the undersigned a newly issued certificate for such excess shares inthe name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, youshould place a stop transfer on your records with regard to such certificate.Dated: ______________________ Very truly yours, By: _________________________________ Print Name: _________________________ Title: ______________________________ A-1Registration Rights Agreement Page 10 of 10 REGISTRATION RIGHTS AGREEMENTThis Registration Rights Agreement (the “Agreement”) is made as of the date setforth below (the “Effective Date”) between iLinc Communications, Inc., aDelaware corporation (the “COMPANY”), and the purchasers of its Common Stock (asdefined below) pursuant to a Securities Purchase Agreement dated as of the datehereof (each in “Investor” and, collectively, the “Investors”). Capitalizedterms used and not defined herein shall have the respective meanings ascribed tothem in the Securities Purchase Agreement. RECITALS WHEREAS, the Company has sold 5,405,405 shares (the “SHARES”) of itscommon stock, $0.001 par value per share, (the “COMMON STOCK”), to certaininvestors in a private placement (the “OFFERING”); and WHEREAS, the execution and delivery of this Agreement by the Company isa condition to the completion of the Offering. NOW, THEREFORE, the parties hereto agree as follows: 1. REGISTRATION PROCEDURES AND EXPENSES. The Company shall: (a) subject to receipt of necessary information fromthe Investors, prepare and file with the Securities and Exchange Commission(“SEC”), within thirty (30) days after the Closing Date (the “REQUIRED FILINGDATE”), a Registration Statement on Form S-3 to enable the resale of the Sharesby the Investors from time to time; (b) subject to receipt of necessary information fromthe Investors, to cause the Registration Statement to become effective as soonas practicable, but in no event later than ninety (90) days after the RequiredFiling Date (the “REQUIRED EFFECTIVE DATE”). If the Registration Statement (i)has not been filed by the Required Filing Date or (ii) has not been declaredeffective by the SEC on or before the Required Effective Date, then the Companyshall, immediately following the Required Filing Date (if not then so filed) andthe Required Effective Date (if not then so effective), and on each 30th dayanniversary thereafter, make a payment to the Investor as compensation for suchdelay (the “LATE REGISTRATION PAYMENTS”) an amount equal to one percent (1%) ofthe Purchase Price paid for the Shares purchased by the Investor, until theRegistration Statement is filed or declared effective by the SEC.Notwithstanding the foregoing, in no event shall the total of all LateRegistration Payments exceed in the aggregate ten percent (10%) of such PurchasePrice. Late Registration Payments, if any, will be prorated on a daily basis andwill be paid to Investor by wire transfer or check within five (5) Business Daysafter the date that each payment is due; (c) prepare and file with the SEC such amendments andsupplements to the Registration Statement and the Prospectus as may be necessaryto keep the Registration Statement current and effective for a period ending onthe earlier of (i) the second anniversary of the Closing Date, (ii) the date onwhich the Investor may sell Shares pursuant to paragraph (k) of Rule 144 underthe Securities Act or any successor rule (“RULE 144″) or (iii) such time as allShares purchased by such Investor in this Offering have been sold pursuant to aregistration statement or Rule 144, and to notify each Investor promptly uponthe Registration Statement and each post-effective amendment thereto, beingdeclared effective by the SEC;Registration Rights Agreement Page 1 of 10 (d) furnish to the Investor such number of copies (inpaper or electronic version) of the Registration Statement and the Prospectus(including supplemental prospectuses), as the Investor may reasonably request,in order to facilitate the public sale or other disposition of all or any of theShares by the Investor; (e) file documents required of the Company for normalblue sky clearance in states specified in writing by the Investor; provided,however, that the Company shall not be required to qualify to do business orconsent to service of process in any jurisdiction in which it is not now soqualified or has not so consented; (f) bear all expenses (other than underwritingdiscounts and commissions, if any) in connection with the procedures inparagraph (a) through (e) of this Section 1 and the registration of the Sharespursuant to the Registration Statement; (g) advise the Investors, promptly after it shallreceive notice or obtain knowledge of the issuance of any stop order by the SECdelaying or suspending the effectiveness of the Registration Statement or of theinitiation of any proceeding for that purpose; and it will promptly use itscommercially reasonable efforts to prevent the issuance of any stop order or toobtain its withdrawal at the earliest possible moment if such stop order shouldbe issued; and (h) with a view to making available to the Investorthe benefits of Rule 144 or other rule that may permit the Investor to sellShares without registration, the Company agrees to use its commerciallyreasonable efforts to: (i) make and keep public information available, as thoseterms are understood and defined in Rule 144, until the earlier of (A) such dateas all of the Investor’s Shares may be resold pursuant to Rule 144(k) or (B)such date as all of the Investor’s Shares shall have been sold; (ii) file withthe SEC in a timely manner all reports and other documents required of theCompany under the Securities Act and under the Exchange Act; and (iii) furnishto the Investor upon request a written statement that the Company has compliedwith the reporting requirements of the Securities Act and the Exchange Act, acopy (in paper or electronic version) of the Company’s most recent Annual Reporton Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information asmay be reasonably requested that permits the selling of any such Shares withoutregistration. It shall be a condition precedent to the obligations of the Company totake any action pursuant to this Section 1 that the Investor shall furnish tothe Company such information and representations regarding Investor, the Sharesto be sold by Investor, and the intended method of disposition of suchsecurities as shall be required to effect the registration of the Shares and/orsale under Rule 144. The Company understands that the Investor disclaims being anunderwriter, but acknowledges that a determination by the SEC that the Investoris deemed an underwriter shall not relieve the Company of any obligations it hashereunder. 2. TRANSFER OF SHARES AFTER REGISTRATION; SUSPENSION. (a) The Investor agrees that it will not effect anydisposition or other transfer of the Shares or its right to purchase the Sharesthat would constitute a sale within the meaning of the Securities Act other thantransactions exempt from the registration requirements of the Securities Act, ascontemplated in the Registration Statement and as described below, and that itwill promptly notify the Company of any material changes in the information setforth in the Registration Statement regarding the Investor or its plan ofdistribution.Registration Rights Agreement Page 2 of 10 (b) Except in the event that paragraph (c) belowapplies, the Company shall: (i) if deemed necessary by the Company, prepare andfile from time to time with the SEC a post-effective amendment to theRegistration Statement or a supplement to the related Prospectus or a supplementor amendment to any document incorporated therein by reference or file any otherrequired document so that such Registration Statement will not contain an untruestatement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein not misleading, andso that, as thereafter delivered to purchasers of the Shares being soldthereunder, such Prospectus will not contain an untrue statement of a materialfact or omit to state a material fact required to be stated therein or necessaryto make the statements therein, in light of the circumstances under which theywere made, not misleading; (ii) provide the Investor with either copies of anydocuments filed pursuant to Section 2(b)(i) or access to such documentselectronically; and (iii) upon request, inform each Investor who so requeststhat the Company has complied with its obligations in Section 2(b)(i) (or that,if the Company has filed a post-effective amendment to the RegistrationStatement which has not yet been declared effective, the Company will notify theInvestor to that effect, will use its best efforts to secure the effectivenessof such post-effective amendment as promptly as possible and will promptlynotify the Investor pursuant to Section 2(b)(i) hereof when the amendment hasbecome effective). (c) Subject to paragraph (d) below, in the event: (i)of any request by the SEC or any other federal or state governmental authorityduring the period of effectiveness of the Registration Statement for amendmentsor supplements to the Registration Statement or related Prospectus or foradditional information; (ii) of the issuance by the SEC or any other federal orstate governmental authority of any stop order suspending the effectiveness ofthe Registration Statement or the initiation of any proceedings for thatpurpose; (iii) of the receipt by the Company of any notification with respect tothe suspension of the qualification or exemption from qualification of any ofthe Shares for sale in any jurisdiction or the initiation of any proceeding forsuch purpose; or (iv) of any event or circumstance which necessitates the makingof any material changes in the Registration Statement or Prospectus, or anydocument incorporated or deemed to be incorporated therein by reference, sothat, in the case of the Registration Statement, it will not contain any untruestatement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein not misleading, andthat in the case of the Prospectus, it will not contain any untrue statement ofa material fact or omit to state a material fact required to be stated thereinor necessary to make the statements therein, in the light of the circumstancesunder which they were made, not misleading; then the Company shall promptlydeliver a certificate in writing or electronically to the Investor (the”SUSPENSION NOTICE”) to the effect of the foregoing and, upon receipt of suchSuspension Notice, the Investor will refrain from selling any Shares pursuant tothe Registration Statement (a “SUSPENSION”) until the Investors are advised inwriting by the Company that the current Prospectus may be used, and has receivedcopies of any additional or supplemental filings that are incorporated or deemedincorporated by reference in any such Prospectus. In the event of anySuspension, the Company will use its reasonable best efforts to cause the use ofthe Prospectus so suspended to be resumed as soon as reasonably practicableafter delivery of a Suspension Notice to the Investors. In addition to andwithout limiting any other remedies (including, without limitation, at law or atequity) available to the Investor, the Investor shall be entitled to specificperformance in the event that the Company fails to comply with the provisions ofthis Section 2(c). The Investor covenants that from the date hereof it willmaintain in confidence the receipt and content of any Suspension Notice providedin accordance with this paragraph (c) in accordance with and subject to Section4.6 of Annex I to the Securities Purchase Agreement. (d) If a Suspension is not then in effect, theInvestor may sell Shares under the Registration Statement, provided that itcomplies with any applicable prospectus delivery requirements. Upon receipt of arequest therefor, the Company will provide an adequate number of currentProspectuses to the Investor and to any other parties requiring suchProspectuses.Registration Rights Agreement Page 3 of 10 (e) In the event of a sale of Shares by the Investor,unless such requirement is waived by the Company in writing, the Investor mustalso deliver to the Company’s transfer agent, with a copy to the Company, aCertificate of Subsequent Sale substantially in the form attached hereto asExhibit A, so that the Shares may be properly transferred. (f) The Company agrees that it shall, immediatelyprior to the Registration Statement being declared effective, deliver to itstransfer agent an opinion letter of counsel, opining that at any time theRegistration Statement is effective, the transfer agent shall issue, inconnection with the sale of the Shares, certificates representing such Shareswithout restrictive legend, provided the Shares are to be sold pursuant to theProspectus contained in the Registration Statement and the transfer agentreceives a Certificate of Subsequent Sale in the form attached hereto as Exhibit”A.” Upon receipt of such opinion, the Company shall cause the transfer agent toconfirm, for the benefit of the Investor, that no further opinion of counsel isrequired at the time of transfer in order to issue such Shares withoutrestrictive legend.The Company shall cause its transfer agent to issue a certificate without anyrestrictive legend to a purchaser of any Shares from the Investor at Investor’sexpense and upon request of Investor, if (a) the sale of such Shares isregistered under the Registration Statement (including registration pursuant toRule 415 under the Securities Act) and the Investor has delivered a Certificateof Subsequent Sale to the Transfer Agent; (b) the holder has provided theCompany with an opinion of counsel, in form, substance and scope customary foropinions of counsel in comparable transactions, to the effect that a public saleor transfer of such Shares may be made without registration under the SecuritiesAct; or (c) such Shares are sold in compliance with Rule 144 under theSecurities Act. In addition, the Company shall, at the Investors expense andupon request of the Investor, remove the restrictive legend from any Shares heldby the Investor following the expiration of the holding period required by Rule144(k) under the Securities Act (or any successor rule). 3. INDEMNIFICATION. For the purpose of this Section 3: (a) the term “SELLING SHAREHOLDER” shall mean theInvestor and each person, if any, who controls the Investor within the meaningof Section 15 of the Securities Act or Section 20 of the Exchange Act; (b) the term “REGISTRATION STATEMENT” shall mean thefinal Prospectus, supplement or amendment thereto (or deemed to be a partthereof) referred to in Section 1; and (c) the term “UNTRUE STATEMENT” shall mean anymaterial untrue statement, or any material omission of a statement of a materialfact required to be made therein or necessary to make the statements therein, inthe light of the circumstances under which they were made, not materiallymisleading. (d) (i) The Company agrees to indemnify and holdharmless each Selling Shareholder from and against any losses, or damages towhich such Selling Shareholder may incur (under the Securities Act or otherwise)insofar as such losses or damages arise out of (i) any untrue statement of amaterial fact contained in the Registration Statement, or (ii) any inaccuracy inthe representations of the Company contained in this Agreement. The Company willreimburse such Selling Shareholder for any reasonable legal expense incurred orany out of pocket expenses reasonably incurred in defending any such claim oraction; provided, however, that the Company shall not be liable in any such caseRegistration Rights Agreement Page 4 of 10to the extent that such loss or damage arises out of, or is based upon, anuntrue statement made in such Registration Statement in reliance upon and inconformity with written information furnished to the Company by or on behalf ofsuch Selling Shareholder for use in preparation of the Registration Statement,or any inaccuracy in representations made by such Selling Shareholder in theInvestor Questionnaire or the failure of such Selling Shareholder to comply withits covenants and agreements contained in Sections in this Agreement orcontained in the Securities Purchase Agreement or any statement or omission inany Prospectus that is corrected in any subsequent Prospectus that was deliveredto the Selling Shareholder prior to the pertinent sale or sales by the SellingShareholder. The obligation to indemnify shall be limited to the net amount ofthe proceeds received by the Company from the Investor as a result of theOffering. (ii) The Investor agrees to indemnify andhold harmless the Company (and each person, if any, who controls the Companywithin the meaning of Section 15 of the Securities Act, each officer of theCompany who signs the Registration Statement and each director of the Company)from and against any losses or damage to which the Company (or any such officer,director or controlling person) may become subject (under the Securities Act orotherwise), insofar as such loss or damage (or actions or proceedings in respectthereof) arise out of, or are based upon, (i) any failure to comply with thecovenants and agreements contained in this Agreement or of the SecuritiesPurchase Agreement or (ii) any untrue statement of a material fact contained inthe Registration Statement if, and only if, such untrue statement was made inreliance upon and in conformity with written information furnished by or onbehalf of the Investor specifically for use in preparation of the RegistrationStatement. The Investor will reimburse the Company (or such officer, director orcontrolling person), as the case may be, for any reasonable legal expense orother actual accountable out-of-pocket expenses reasonably incurred in defendingany such claim, action or proceeding. The obligation to indemnify shall belimited to the net amount of the proceeds received by the Investor from the saleof the Shares pursuant to the Registration Statement. (iii) Promptly after receipt by anyindemnified person of a notice of a claim or the beginning of any action inrespect of which indemnity is to be sought against an indemnifying personpursuant to this Section 3, such indemnified person shall notify theindemnifying person in writing of such claim or of the commencement of suchaction, but the omission to so notify the indemnifying party will not relieve itfrom any liability which it may have to any indemnified party under this Section3 (except to the extent that such omission materially and adversely affects theindemnifying party’s ability to defend such action) or from any liabilityotherwise than under this Section 3. Subject to the provisions hereinafterstated, in case any such action shall be brought against an indemnified person,the indemnifying person shall be entitled to participate therein, and, to theextent that it shall elect by written notice delivered to the indemnified partypromptly after receiving the aforesaid notice from such indemnified party, shallbe entitled to assume the defense thereof, with counsel reasonably satisfactoryto such indemnified person. After notice from the indemnifying person to suchindemnified person of its election to assume the defense thereof (unless it hasfailed to assume the defense thereof and appoint counsel reasonably satisfactoryto the indemnified party), such indemnifying person shall not be liable to suchindemnified person for any legal expenses subsequently incurred by suchindemnified person in connection with the defense thereof; provided, however,that if there exists or shall exist a conflict of interest that would make itinappropriate, in the reasonable opinion of counsel to the indemnified person,for the same counsel to represent both the indemnified person and suchindemnifying person or any affiliate or associate thereof, the indemnifiedperson shall be entitled to retain its own counsel at the expense of suchindemnifying person; provided, however, that no indemnifying person shall beresponsible for the fees and expenses of more than one separate counsel(together with appropriate local counsel) for all indemnified parties. In noevent shall any indemnifying person be liable in respect of any amounts paid insettlement of any action unless the indemnifying person shall have approved theterms of such settlement; provided that such consent shall not be unreasonablyRegistration Rights Agreement Page 5 of 10withheld. No indemnifying person shall, without the prior written consent of theindemnified person, effect any settlement of any pending or threatenedproceeding in respect of which any indemnified person is or could reasonablyhave been a party and indemnification could have been sought hereunder by suchindemnified person, unless such settlement includes an unconditional release ofsuch indemnified person from all liability on claims that are the subject matterof such proceeding. (iv) If the indemnification provided for inthis Section 3 is unavailable to or insufficient to hold harmless an indemnifiedparty under paragraphs 3(d)(i) or 3(d)(ii) above in respect of any loss ordamage (or actions or proceedings in respect thereof) referred to therein, theneach indemnifying party shall contribute to the amount paid or payable by suchindemnified party as a result of such loss or damage (or actions in respectthereof) in such proportion as is appropriate to reflect the relative fault ofthe Company on the one hand and the Investor on the other in connection with thestatements or omissions or other matters which resulted in such loss or damage(or actions in respect thereof), as well as any other relevant equitableconsiderations. The relative fault shall be determined by reference to, amongother things, in the case of an untrue statement, whether the untrue statementrelates to information supplied by the Company on the one hand or the Investoron the other and the parties’ relative intent, knowledge, access to informationand opportunity to correct or prevent such untrue statement. The Company and theInvestor agree that it would not be just and equitable if contribution pursuantto this subsection (d) were determined by pro rata allocation (even if theInvestors were treated as one entity for such purpose) or by any other method ofallocation which does not take into account the equitable considerationsreferred to above in this subsection (d). The amount paid or payable by anindemnified party as a result of the loss or damage (or actions in respectthereof) referred to above in this subsection (d) shall be deemed to include anyreasonable legal fees incurred by such indemnified party in connection withdefending any such action or claim. Notwithstanding the provisions of thissubsection (d), the Investor shall not be required to contribute any amount inexcess of the amount by which the gross amount received by the Investor from thesale of the Shares to which such loss relates exceeds the amount of any damageswhich the Investor has otherwise been required to pay by reason of such untruestatement. No person guilty of fraudulent misrepresentation (within the meaningof Section 11(f) of the Securities Act) shall be entitled to contribution fromany person who was not guilty of such fraudulent misrepresentation. TheInvestors’ obligations in this subsection to contribute are several inproportion to their sales of Shares to which such loss relates and not joint. (e) The parties to this Agreement hereby acknowledgethat they are sophisticated business persons who were represented by counselduring the negotiations regarding the provisions hereof including, withoutlimitation, the provisions of this Section 3, and are fully informed regardingsaid provisions. They further acknowledge that the provisions of this Section 3fairly allocate the risks in light of the ability of the parties to investigatethe Company and its business in order to assure that adequate disclosure is madein the Registration Statement as required by the Securities Act and the ExchangeAct. 4. Additonal Piggyback Registration Rights. (a) At any time within two (2) years following theEffective Date, unless the registration statement pursuant to Section 1 above isfiled, if the Company proposes to register any Common Stock for its own orothers’ account under the Securities Act of 1933, (other than the registrationrequired by Section 1 above) (an “Alternative Registration”), then the Companyshall give each Investor prompt written notice of its intent to register suchsecurities (the “Registration Notice”) at least thirty (30) days prior to thefiling of the Alternative Registration statement with the SEC. The RegistrationNotice shall specify the approximate date on which the Company proposes to filesuch Alternative Registration statement and shall contain a statement that eachInvestor is entitled to participate in such Alternative Registration, and shallset forth the number of shares of Common Stock that may be registered as a partRegistration Rights Agreement Page 6 of 10of the Alternative Registration. Each Investor desiring to participate in suchAlternative Registration shall notify the Company no later than twenty (20) daysfollowing receipt of the Registration Notice of the aggregate number of sharesof Common Stock that such Investor then desires to sell in the offering. Thispiggy back registration provision shall be merely supplemental to, and shall notin any way otherwise diminish, the obligation to file the registration statementdescribed in Section 1 above. 5. TERMINATION OF CONDITIONS AND OBLIGATIONS. The conditions precedentimposed by Section 4 of the Securities Purchase Agreement or this Agreement uponthe transferability of the Shares shall cease and terminate as to any particularnumber of the Shares when such Shares shall have been effectively registeredunder the Securities Act and sold or otherwise disposed of in accordance withthe intended method of disposition set forth in the Registration Statementcovering such Shares or at such time as an opinion of counsel satisfactory tothe Company shall have been rendered to the effect that such conditions are notnecessary in order to comply with the Securities Act. 6. INFORMATION AVAILABLE. So long as the Registration Statement iseffective covering the resale of Shares owned by the Investor, the Company willfurnish (or, to the extent such information is available electronically throughthe Company’s filings with the SEC, the Company will make available) to theInvestor: (a) as soon as practicable after it is available, onecopy of (i) its Annual Report to Shareholders (which Annual Report shall containfinancial statements audited in accordance with generally accepted accountingprinciples by a national firm of certified public accountants) and (ii) if notincluded in substance in the Annual Report to Shareholders, its Annual Report onForm 10-K (the foregoing, in each case, excluding exhibits); and, (b) upon the reasonable request of the Investor, anadequate number of copies of the Prospectuses to supply to any other partyrequiring such Prospectuses either in printed or electronic form. 7. LIMITS ON ADDITIONAL ISSUANCES. Except for the issuance of stockoptions under the Company’s stock option plan, the issuance of warrants topurchase the Company’s common stock, or the issuance of common stock under theCompany’s employee stock purchase plan or upon exercise of outstanding optionsand warrants and the offering contemplated hereby, the Company will not, for aperiod of three (3) months following the Closing Date, offer for sale or sellany securities unless, in the opinion of the Company’s counsel, such offer orsale does not jeopardize the availability of exemptions from the registrationand qualification requirements under applicable securities laws with respect tothe Offering. The foregoing shall not apply to securities issued in connectionwith any acquisition, including by way of merger, or purchase of stock or all orsubstantially all of the assets of any third party. The foregoing provisionsshall not prevent the Company from filing a “shelf” registration statementpursuant to Rule 415 under the Securities Act, but the foregoing provisionsshall apply to any sale of securities thereunder. 8. NOTICES. All notices, requests, consents and other communicationshereunder shall be in writing, shall be delivered (A) if within the UnitedStates, by first-class registered or certified airmail, or nationally recognizedovernight express courier, postage prepaid, or by facsimile, or (B) if fromoutside the United States, by International Federal Express (or comparableservice) or facsimile, and shall be deemed given (i) if delivered by first-classregistered or certified mail domestic, upon the Business Day received, (ii) ifdelivered by nationally recognized overnight carrier, one (1) Business Day aftertimely delivery to such carrier, (iii) if delivered by International FederalExpress (or comparable service), two (2) Business Days after timely delivery tosuch carrier, (iv) if delivered by facsimile, upon electric confirmation ofRegistration Rights Agreement Page 7 of 10receipt and shall be addressed as follows, or to such other address or addressesas may have been furnished in writing by a party to another party pursuant tothis paragraph: (a) if to the Company, to: iLinc Communications, Inc. 2999 North 44th Street, Suite 650 Phoenix, AZ 85018 Attention: James L. Dunn, Jr. General Counsel Telephone: 602-952-1200 with a copy to: Jackson Walker, LLP 901 Main Street, Suite 6000 Dallas, TX 75202 Attention: James Ryan III Telephone: (214) 953-6000 (b) if to the Investor, at its address on thesignature page to the Stock Purchase Agreement. 9. AMENDMENTS; WAIVER. This Agreement may not be modified or amendedexcept pursuant to an instrument in writing signed by the Company and theInvestor. Any waiver of a provision of this Agreement must be in writing andexecuted by the party against whom enforcement of such waiver is sought. 10. HEADINGS. The headings of the various sections of this Agreementhave been inserted for convenience of reference only and shall not be deemed tobe part of this Agreement. 11. ENTIRE AGREEMENT; SEVERABILITY. This Agreement sets forth theentire agreement and understanding of the parties relating to the subject matterhereof and supersedes all prior and contemporaneous agreements, negotiations andunderstandings between the parties, both oral and written relating to thesubject matter hereof. If any provision contained in this Agreement isdetermined to be invalid, illegal or unenforceable in any respect, the validity,legality and enforceability of the remaining provisions contained herein shallnot in any way be affected or impaired thereby. 12. GOVERNING LAW. This Agreement shall be governed by, and construedin accordance with, the internal laws of the State of New York, without givingeffect to the principles of conflicts of law. 13. COUNTERPARTS. This Agreement may be executed in two or morecounterparts, each of which shall constitute an original, but all of which, whentaken together, shall constitute but one instrument, and shall become effectivewhen one or more counterparts have been signed by each party hereto anddelivered to the other parties. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]Registration Rights Agreement Page 8 of 10Please confirm that the foregoing correctly sets forth the agreement between usby signing in the space provided below for that purpose. DATED AS OF: June 9, 2006 Sophrosyne Technology Fund, Ltd. ———————————————– [INVESTOR NAME] By: /s/ Benjamin James Taylor ——————————————- Name: Benjamin James Taylor Title: Director Address: Ogier Fiduciary Services (Cayman) Ltd. ————————————– Queensgate House, South Church St. ———————————————– P.O. Box 1234 GT, Grand Cayman ———————————————–AGREED AND ACCEPTED:iLinc Communications, Inc.By: /s/ James M. Powers, Jr. ———————————- Name: James M. Powers, Jr. Title: PresidentRegistration Rights Agreement Page 9 of 10 EXHIBIT A ILINC COMMUNICATIONS, INC. CERTIFICATE OF SUBSEQUENT SALE[Transfer Agent]____________________________________________________________ RE: Sale of Shares of Common Stock of iLinc Communications, Inc. (the “Company”) pursuant to the Company’s Prospectus dated _______________, 2005 (the “Prospectus”)Dear Sir/Madam: The undersigned hereby certifies, in connection with the sale of sharesof Common Stock of the Company included in the table of Selling Shareholders inthe Prospectus, that the undersigned has sold the Shares pursuant to theProspectus and in a manner described under the caption “Plan of Distribution” inthe Prospectus and that such sale complies with all applicable securities laws,including, without limitation, the Prospectus delivery requirements of theSecurities Act of 1933, as amended. Selling Shareholder (the beneficial owner): ___________________________ Record Holder (e.g., if held in name of nominee): _____________________ Restricted Stock Certificate No.(s): __________________________________ Number of Shares Sold: ________________________________________________ Date of Sale: _________________________________________________________ In the event that you receive a stock certificate(s) representing moreshares of Common Stock than have been sold by the undersigned, then you shouldreturn to the undersigned a newly issued certificate for such excess shares inthe name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, youshould place a stop transfer on your records with regard to such certificate.Dated: ______________________ Very truly yours, By: _________________________________ Print Name: _________________________ Title: ______________________________ A-1Registration Rights Agreement Page 10 of 10 REGISTRATION RIGHTS AGREEMENTThis Registration Rights Agreement (the “Agreement”) is made as of the date setforth below (the “Effective Date”) between iLinc Communications, Inc., aDelaware corporation (the “COMPANY”), and the purchasers of its Common Stock (asdefined below) pursuant to a Securities Purchase Agreement dated as of the datehereof (each in “Investor” and, collectively, the “Investors”). Capitalizedterms used and not defined herein shall have the respective meanings ascribed tothem in the Securities Purchase Agreement. RECITALS WHEREAS, the Company has sold 5,405,405 shares (the “SHARES”) of itscommon stock, $0.001 par value per share, (the “COMMON STOCK”), to certaininvestors in a private placement (the “OFFERING”); and WHEREAS, the execution and delivery of this Agreement by the Company isa condition to the completion of the Offering. NOW, THEREFORE, the parties hereto agree as follows: 1. REGISTRATION PROCEDURES AND EXPENSES. The Company shall: (a) subject to receipt of necessary information fromthe Investors, prepare and file with the Securities and Exchange Commission(“SEC”), within thirty (30) days after the Closing Date (the “REQUIRED FILINGDATE”), a Registration Statement on Form S-3 to enable the resale of the Sharesby the Investors from time to time; (b) subject to receipt of necessary information fromthe Investors, to cause the Registration Statement to become effective as soonas practicable, but in no event later than ninety (90) days after the RequiredFiling Date (the “REQUIRED EFFECTIVE DATE”). If the Registration Statement (i)has not been filed by the Required Filing Date or (ii) has not been declaredeffective by the SEC on or before the Required Effective Date, then the Companyshall, immediately following the Required Filing Date (if not then so filed) andthe Required Effective Date (if not then so effective), and on each 30th dayanniversary thereafter, make a payment to the Investor as compensation for suchdelay (the “LATE REGISTRATION PAYMENTS”) an amount equal to one percent (1%) ofthe Purchase Price paid for the Shares purchased by the Investor, until theRegistration Statement is filed or declared effective by the SEC.Notwithstanding the foregoing, in no event shall the total of all LateRegistration Payments exceed in the aggregate ten percent (10%) of such PurchasePrice. Late Registration Payments, if any, will be prorated on a daily basis andwill be paid to Investor by wire transfer or check within five (5) Business Daysafter the date that each payment is due; (c) prepare and file with the SEC such amendments andsupplements to the Registration Statement and the Prospectus as may be necessaryto keep the Registration Statement current and effective for a period ending onthe earlier of (i) the second anniversary of the Closing Date, (ii) the date onwhich the Investor may sell Shares pursuant to paragraph (k) of Rule 144 underthe Securities Act or any successor rule (“RULE 144″) or (iii) such time as allShares purchased by such Investor in this Offering have been sold pursuant to aregistration statement or Rule 144, and to notify each Investor promptly uponthe Registration Statement and each post-effective amendment thereto, beingdeclared effective by the SEC;Registration Rights Agreement Page 1 of 10 (d) furnish to the Investor such number of copies (inpaper or electronic version) of the Registration Statement and the Prospectus(including supplemental prospectuses), as the Investor may reasonably request,in order to facilitate the public sale or other disposition of all or any of theShares by the Investor; (e) file documents required of the Company for normalblue sky clearance in states specified in writing by the Investor; provided,however, that the Company shall not be required to qualify to do business orconsent to service of process in any jurisdiction in which it is not now soqualified or has not so consented; (f) bear all expenses (other than underwritingdiscounts and commissions, if any) in connection with the procedures inparagraph (a) through (e) of this Section 1 and the registration of the Sharespursuant to the Registration Statement; (g) advise the Investors, promptly after it shallreceive notice or obtain knowledge of the issuance of any stop order by the SECdelaying or suspending the effectiveness of the Registration Statement or of theinitiation of any proceeding for that purpose; and it will promptly use itscommercially reasonable efforts to prevent the issuance of any stop order or toobtain its withdrawal at the earliest possible moment if such stop order shouldbe issued; and (h) with a view to making available to the Investorthe benefits of Rule 144 or other rule that may permit the Investor to sellShares without registration, the Company agrees to use its commerciallyreasonable efforts to: (i) make and keep public information available, as thoseterms are understood and defined in Rule 144, until the earlier of (A) such dateas all of the Investor’s Shares may be resold pursuant to Rule 144(k) or (B)such date as all of the Investor’s Shares shall have been sold; (ii) file withthe SEC in a timely manner all reports and other documents required of theCompany under the Securities Act and under the Exchange Act; and (iii) furnishto the Investor upon request a written statement that the Company has compliedwith the reporting requirements of the Securities Act and the Exchange Act, acopy (in paper or electronic version) of the Company’s most recent Annual Reporton Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information asmay be reasonably requested that permits the selling of any such Shares withoutregistration. It shall be a condition precedent to the obligations of the Company totake any action pursuant to this Section 1 that the Investor shall furnish tothe Company such information and representations regarding Investor, the Sharesto be sold by Investor, and the intended method of disposition of suchsecurities as shall be required to effect the registration of the Shares and/orsale under Rule 144. The Company understands that the Investor disclaims being anunderwriter, but acknowledges that a determination by the SEC that the Investoris deemed an underwriter shall not relieve the Company of any obligations it hashereunder. 2. TRANSFER OF SHARES AFTER REGISTRATION; SUSPENSION. (a) The Investor agrees that it will not effect anydisposition or other transfer of the Shares or its right to purchase the Sharesthat would constitute a sale within the meaning of the Securities Act other thantransactions exempt from the registration requirements of the Securities Act, ascontemplated in the Registration Statement and as described below, and that itwill promptly notify the Company of any material changes in the information setforth in the Registration Statement regarding the Investor or its plan ofdistribution.Registration Rights Agreement Page 2 of 10 (b) Except in the event that paragraph (c) belowapplies, the Company shall: (i) if deemed necessary by the Company, prepare andfile from time to time with the SEC a post-effective amendment to theRegistration Statement or a supplement to the related Prospectus or a supplementor amendment to any document incorporated therein by reference or file any otherrequired document so that such Registration Statement will not contain an untruestatement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein not misleading, andso that, as thereafter delivered to purchasers of the Shares being soldthereunder, such Prospectus will not contain an untrue statement of a materialfact or omit to state a material fact required to be stated therein or necessaryto make the statements therein, in light of the circumstances under which theywere made, not misleading; (ii) provide the Investor with either copies of anydocuments filed pursuant to Section 2(b)(i) or access to such documentselectronically; and (iii) upon request, inform each Investor who so requeststhat the Company has complied with its obligations in Section 2(b)(i) (or that,if the Company has filed a post-effective amendment to the RegistrationStatement which has not yet been declared effective, the Company will notify theInvestor to that effect, will use its best efforts to secure the effectivenessof such post-effective amendment as promptly as possible and will promptlynotify the Investor pursuant to Section 2(b)(i) hereof when the amendment hasbecome effective). (c) Subject to paragraph (d) below, in the event: (i)of any request by the SEC or any other federal or state governmental authorityduring the period of effectiveness of the Registration Statement for amendmentsor supplements to the Registration Statement or related Prospectus or foradditional information; (ii) of the issuance by the SEC or any other federal orstate governmental authority of any stop order suspending the effectiveness ofthe Registration Statement or the initiation of any proceedings for thatpurpose; (iii) of the receipt by the Company of any notification with respect tothe suspension of the qualification or exemption from qualification of any ofthe Shares for sale in any jurisdiction or the initiation of any proceeding forsuch purpose; or (iv) of any event or circumstance which necessitates the makingof any material changes in the Registration Statement or Prospectus, or anydocument incorporated or deemed to be incorporated therein by reference, sothat, in the case of the Registration Statement, it will not contain any untruestatement of a material fact or omit to state a material fact required to bestated therein or necessary to make the statements therein not misleading, andthat in the case of the Prospectus, it will not contain any untrue statement ofa material fact or omit to state a material fact required to be stated thereinor necessary to make the statements therein, in the light of the circumstancesunder which they were made, not misleading; then the Company shall promptlydeliver a certificate in writing or electronically to the Investor (the”SUSPENSION NOTICE”) to the effect of the foregoing and, upon receipt of suchSuspension Notice, the Investor will refrain from selling any Shares pursuant tothe Registration Statement (a “SUSPENSION”) until the Investors are advised inwriting by the Company that the current Prospectus may be used, and has receivedcopies of any additional or supplemental filings that are incorporated or deemedincorporated by reference in any such Prospectus. In the event of anySuspension, the Company will use its reasonable best efforts to cause the use ofthe Prospectus so suspended to be resumed as soon as reasonably practicableafter delivery of a Suspension Notice to the Investors. In addition to andwithout limiting any other remedies (including, without limitation, at law or atequity) available to the Investor, the Investor shall be entitled to specificperformance in the event that the Company fails to comply with the provisions ofthis Section 2(c). The Investor covenants that from the date hereof it willmaintain in confidence the receipt and content of any Suspension Notice providedin accordance with this paragraph (c) in accordance with and subject to Section4.6 of Annex I to the Securities Purchase Agreement. (d) If a Suspension is not then in effect, theInvestor may sell Shares under the Registration Statement, provided that itcomplies with any applicable prospectus delivery requirements. Upon receipt of arequest therefor, the Company will provide an adequate number of currentProspectuses to the Investor and to any other parties requiring suchProspectuses.Registration Rights Agreement Page 3 of 10 (e) In the event of a sale of Shares by the Investor,unless such requirement is waived by the Company in writing, the Investor mustalso deliver to the Company’s transfer agent, with a copy to the Company, aCertificate of Subsequent Sale substantially in the form attached hereto asExhibit A, so that the Shares may be properly transferred. (f) The Company agrees that it shall, immediatelyprior to the Registration Statement being declared effective, deliver to itstransfer agent an opinion letter of counsel, opining that at any time theRegistration Statement is effective, the transfer agent shall issue, inconnection with the sale of the Shares, certificates representing such Shareswithout restrictive legend, provided the Shares are to be sold pursuant to theProspectus contained in the Registration Statement and the transfer agentreceives a Certificate of Subsequent Sale in the form attached hereto as Exhibit”A.” Upon receipt of such opinion, the Company shall cause the transfer agent toconfirm, for the benefit of the Investor, that no further opinion of counsel isrequired at the time of transfer in order to issue such Shares withoutrestrictive legend.The Company shall cause its transfer agent to issue a certificate without anyrestrictive legend to a purchaser of any Shares from the Investor at Investor’sexpense and upon request of Investor, if (a) the sale of such Shares isregistered under the Registration Statement (including registration pursuant toRule 415 under the Securities Act) and the Investor has delivered a Certificateof Subsequent Sale to the Transfer Agent; (b) the holder has provided theCompany with an opinion of counsel, in form, substance and scope customary foropinions of counsel in comparable transactions, to the effect that a public saleor transfer of such Shares may be made without registration under the SecuritiesAct; or (c) such Shares are sold in compliance with Rule 144 under theSecurities Act. In addition, the Company shall, at the Investors expense andupon request of the Investor, remove the restrictive legend from any Shares heldby the Investor following the expiration of the holding period required by Rule144(k) under the Securities Act (or any successor rule). 3. INDEMNIFICATION. For the purpose of this Section 3: (a) the term “SELLING SHAREHOLDER” shall mean theInvestor and each person, if any, who controls the Investor within the meaningof Section 15 of the Securities Act or Section 20 of the Exchange Act; (b) the term “REGISTRATION STATEMENT” shall mean thefinal Prospectus, supplement or amendment thereto (or deemed to be a partthereof) referred to in Section 1; and (c) the term “UNTRUE STATEMENT” shall mean anymaterial untrue statement, or any material omission of a statement of a materialfact required to be made therein or necessary to make the statements therein, inthe light of the circumstances under which they were made, not materiallymisleading. (d) (i) The Company agrees to indemnify and holdharmless each Selling Shareholder from and against any losses, or damages towhich such Selling Shareholder may incur (under the Securities Act or otherwise)insofar as such losses or damages arise out of (i) any untrue statement of amaterial fact contained in the Registration Statement, or (ii) any inaccuracy inthe representations of the Company contained in this Agreement. The Company willreimburse such Selling Shareholder for any reasonable legal expense incurred orany out of pocket expenses reasonably incurred in defending any such claim oraction; provided, however, that the Company shall not be liable in any such caseRegistration Rights Agreement Page 4 of 10to the extent that such loss or damage arises out of, or is based upon, anuntrue statement made in such Registration Statement in reliance upon and inconformity with written information furnished to the Company by or on behalf ofsuch Selling Shareholder for use in preparation of the Registration Statement,or any inaccuracy in representations made by such Selling Shareholder in theInvestor Questionnaire or the failure of such Selling Shareholder to comply withits covenants and agreements contained in Sections in this Agreement orcontained in the Securities Purchase Agreement or any statement or omission inany Prospectus that is corrected in any subsequent Prospectus that was deliveredto the Selling Shareholder prior to the pertinent sale or sales by the SellingShareholder. The obligation to indemnify shall be limited to the net amount ofthe proceeds received by the Company from the Investor as a result of theOffering. (ii) The Investor agrees to indemnify andhold harmless the Company (and each person, if any, who controls the Companywithin the meaning of Section 15 of the Securities Act, each officer of theCompany who signs the Registration Statement and each director of the Company)from and against any losses or damage to which the Company (or any such officer,director or controlling person) may become subject (under the Securities Act orotherwise), insofar as such loss or damage (or actions or proceedings in respectthereof) arise out of, or are based upon, (i) any failure to comply with thecovenants and agreements contained in this Agreement or of the SecuritiesPurchase Agreement or (ii) any untrue statement of a material fact contained inthe Registration Statement if, and only if, such untrue statement was made inreliance upon and in conformity with written information furnished by or onbehalf of the Investor specifically for use in preparation of the RegistrationStatement. The Investor will reimburse the Company (or such officer, director orcontrolling person), as the case may be, for any reasonable legal expense orother actual accountable out-of-pocket expenses reasonably incurred in defendingany such claim, action or proceeding. The obligation to indemnify shall belimited to the net amount of the proceeds received by the Investor from the saleof the Shares pursuant to the Registration Statement. (iii) Promptly after receipt by anyindemnified person of a notice of a claim or the beginning of any action inrespect of which indemnity is to be sought against an indemnifying personpursuant to this Section 3, such indemnified person shall notify theindemnifying person in writing of such claim or of the commencement of suchaction, but the omission to so notify the indemnifying party will not relieve itfrom any liability which it may have to any indemnified party under this Section3 (except to the extent that such omission materially and adversely affects theindemnifying party’s ability to defend such action) or from any liabilityotherwise than under this Section 3. Subject to the provisions hereinafterstated, in case any such action shall be brought against an indemnified person,the indemnifying person shall be entitled to participate therein, and, to theextent that it shall elect by written notice delivered to the indemnified partypromptly after receiving the aforesaid notice from such indemnified party, shallbe entitled to assume the defense thereof, with counsel reasonably satisfactoryto such indemnified person. After notice from the indemnifying person to suchindemnified person of its election to assume the defense thereof (unless it hasfailed to assume the defense thereof and appoint counsel reasonably satisfactoryto the indemnified party), such indemnifying person shall not be liable to suchindemnified person for any legal expenses subsequently incurred by suchindemnified person in connection with the defense thereof; provided, however,that if there exists or shall exist a conflict of interest that would make itinappropriate, in the reasonable opinion of counsel to the indemnified person,for the same counsel to represent both the indemnified person and suchindemnifying person or any affiliate or associate thereof, the indemnifiedperson shall be entitled to retain its own counsel at the expense of suchindemnifying person; provided, however, that no indemnifying person shall beresponsible for the fees and expenses of more than one separate counsel(together with appropriate local counsel) for all indemnified parties. In noevent shall any indemnifying person be liable in respect of any amounts paid insettlement of any action unless the indemnifying person shall have approved theterms of such settlement; provided that such consent shall not be unreasonablyRegistration Rights Agreement Page 5 of 10withheld. No indemnifying person shall, without the prior written consent of theindemnified person, effect any settlement of any pending or threatenedproceeding in respect of which any indemnified person is or could reasonablyhave been a party and indemnification could have been sought hereunder by suchindemnified person, unless such settlement includes an unconditional release ofsuch indemnified person from all liability on claims that are the subject matterof such proceeding. (iv) If the indemnification provided for inthis Section 3 is unavailable to or insufficient to hold harmless an indemnifiedparty under paragraphs 3(d)(i) or 3(d)(ii) above in respect of any loss ordamage (or actions or proceedings in respect thereof) referred to therein, theneach indemnifying party shall contribute to the amount paid or payable by suchindemnified party as a result of such loss or damage (or actions in respectthereof) in such proportion as is appropriate to reflect the relative fault ofthe Company on the one hand and the Investor on the other in connection with thestatements or omissions or other matters which resulted in such loss or damage(or actions in respect thereof), as well as any other relevant equitableconsiderations. The relative fault shall be determined by reference to, amongother things, in the case of an untrue statement, whether the untrue statementrelates to information supplied by the Company on the one hand or the Investoron the other and the parties’ relative intent, knowledge, access to informationand opportunity to correct or prevent such untrue statement. The Company and theInvestor agree that it would not be just and equitable if contribution pursuantto this subsection (d) were determined by pro rata allocation (even if theInvestors were treated as one entity for such purpose) or by any other method ofallocation which does not take into account the equitable considerationsreferred to above in this subsection (d). The amount paid or payable by anindemnified party as a result of the loss or damage (or actions in respectthereof) referred to above in this subsection (d) shall be deemed to include anyreasonable legal fees incurred by such indemnified party in connection withdefending any such action or claim. Notwithstanding the provisions of thissubsection (d), the Investor shall not be required to contribute any amount inexcess of the amount by which the gross amount received by the Investor from thesale of the Shares to which such loss relates exceeds the amount of any damageswhich the Investor has otherwise been required to pay by reason of such untruestatement. No person guilty of fraudulent misrepresentation (within the meaningof Section 11(f) of the Securities Act) shall be entitled to contribution fromany person who was not guilty of such fraudulent misrepresentation. TheInvestors’ obligations in this subsection to contribute are several inproportion to their sales of Shares to which such loss relates and not joint. (e) The parties to this Agreement hereby acknowledgethat they are sophisticated business persons who were represented by counselduring the negotiations regarding the provisions hereof including, withoutlimitation, the provisions of this Section 3, and are fully informed regardingsaid provisions. They further acknowledge that the provisions of this Section 3fairly allocate the risks in light of the ability of the parties to investigatethe Company and its business in order to assure that adequate disclosure is madein the Registration Statement as required by the Securities Act and the ExchangeAct. 4. Additonal Piggyback Registration Rights. (a) At any time within two (2) years following theEffective Date, unless the registration statement pursuant to Section 1 above isfiled, if the Company proposes to register any Common Stock for its own orothers’ account under the Securities Act of 1933, (other than the registrationrequired by Section 1 above) (an “Alternative Registration”), then the Companyshall give each Investor prompt written notice of its intent to register suchsecurities (the “Registration Notice”) at least thirty (30) days prior to thefiling of the Alternative Registration statement with the SEC. The RegistrationNotice shall specify the approximate date on which the Company proposes to filesuch Alternative Registration statement and shall contain a statement that eachInvestor is entitled to participate in such Alternative Registration, and shallset forth the number of shares of Common Stock that may be registered as a partRegistration Rights Agreement Page 6 of 10of the Alternative Registration. Each Investor desiring to participate in suchAlternative Registration shall notify the Company no later than twenty (20) daysfollowing receipt of the Registration Notice of the aggregate number of sharesof Common Stock that such Investor then desires to sell in the offering. Thispiggy back registration provision shall be merely supplemental to, and shall notin any way otherwise diminish, the obligation to file the registration statementdescribed in Section 1 above. 5. TERMINATION OF CONDITIONS AND OBLIGATIONS. The conditions precedentimposed by Section 4 of the Securities Purchase Agreement or this Agreement uponthe transferability of the Shares shall cease and terminate as to any particularnumber of the Shares when such Shares shall have been effectively registeredunder the Securities Act and sold or otherwise disposed of in accordance withthe intended method of disposition set forth in the Registration Statementcovering such Shares or at such time as an opinion of counsel satisfactory tothe Company shall have been rendered to the effect that such conditions are notnecessary in order to comply with the Securities Act. 6. INFORMATION AVAILABLE. So long as the Registration Statement iseffective covering the resale of Shares owned by the Investor, the Company willfurnish (or, to the extent such information is available electronically throughthe Company’s filings with the SEC, the Company will make available) to theInvestor: (a) as soon as practicable after it is available, onecopy of (i) its Annual Report to Shareholders (which Annual Report shall containfinancial statements audited in accordance with generally accepted accountingprinciples by a national firm of certified public accountants) and (ii) if notincluded in substance in the Annual Report to Shareholders, its Annual Report onForm 10-K (the foregoing, in each case, excluding exhibits); and, (b) upon the reasonable request of the Investor, anadequate number of copies of the Prospectuses to supply to any other partyrequiring such Prospectuses either in printed or electronic form. 7. LIMITS ON ADDITIONAL ISSUANCES. Except for the issuance of stockoptions under the Company’s stock option plan, the issuance of warrants topurchase the Company’s common stock, or the issuance of common stock under theCompany’s employee stock purchase plan or upon exercise of outstanding optionsand warrants and the offering contemplated hereby, the Company will not, for aperiod of three (3) months following the Closing Date, offer for sale or sellany securities unless, in the opinion of the Company’s counsel, such offer orsale does not jeopardize the availability of exemptions from the registrationand qualification requirements under applicable securities laws with respect tothe Offering. The foregoing shall not apply to securities issued in connectionwith any acquisition, including by way of merger, or purchase of stock or all orsubstantially all of the assets of any third party. The foregoing provisionsshall not prevent the Company from filing a “shelf” registration statementpursuant to Rule 415 under the Securities Act, but the foregoing provisionsshall apply to any sale of securities thereunder. 8. NOTICES. All notices, requests, consents and other communicationshereunder shall be in writing, shall be delivered (A) if within the UnitedStates, by first-class registered or certified airmail, or nationally recognizedovernight express courier, postage prepaid, or by facsimile, or (B) if fromoutside the United States, by International Federal Express (or comparableservice) or facsimile, and shall be deemed given (i) if delivered by first-classregistered or certified mail domestic, upon the Business Day received, (ii) ifdelivered by nationally recognized overnight carrier, one (1) Business Day aftertimely delivery to such carrier, (iii) if delivered by International FederalExpress (or comparable service), two (2) Business Days after timely delivery tosuch carrier, (iv) if delivered by facsimile, upon electric confirmation ofRegistration Rights Agreement Page 7 of 10receipt and shall be addressed as follows, or to such other address or addressesas may have been furnished in writing by a party to another party pursuant tothis paragraph: (a) if to the Company, to: iLinc Communications, Inc. 2999 North 44th Street, Suite 650 Phoenix, AZ 85018 Attention: James L. Dunn, Jr. General Counsel Telephone: 602-952-1200 with a copy to: Jackson Walker, LLP 901 Main Street, Suite 6000 Dallas, TX 75202 Attention: James Ryan III Telephone: (214) 953-6000 (b) if to the Investor, at its address on thesignature page to the Stock Purchase Agreement. 9. AMENDMENTS; WAIVER. This Agreement may not be modified or amendedexcept pursuant to an instrument in writing signed by the Company and theInvestor. Any waiver of a provision of this Agreement must be in writing andexecuted by the party against whom enforcement of such waiver is sought. 10. HEADINGS. The headings of the various sections of this Agreementhave been inserted for convenience of reference only and shall not be deemed tobe part of this Agreement. 11. ENTIRE AGREEMENT; SEVERABILITY. This Agreement sets forth theentire agreement and understanding of the parties relating to the subject matterhereof and supersedes all prior and contemporaneous agreements, negotiations andunderstandings between the parties, both oral and written relating to thesubject matter hereof. If any provision contained in this Agreement isdetermined to be invalid, illegal or unenforceable in any respect, the validity,legality and enforceability of the remaining provisions contained herein shallnot in any way be affected or impaired thereby. 12. GOVERNING LAW. This Agreement shall be governed by, and construedin accordance with, the internal laws of the State of New York, without givingeffect to the principles of conflicts of law. 13. COUNTERPARTS. This Agreement may be executed in two or morecounterparts, each of which shall constitute an original, but all of which, whentaken together, shall constitute but one instrument, and shall become effectivewhen one or more counterparts have been signed by each party hereto anddelivered to the other parties. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]Registration Rights Agreement Page 8 of 10Please confirm that the foregoing correctly sets forth the agreement between usby signing in the space provided below for that purpose. DATED AS OF: June 9, 2006 Benjamin James Taylor and Diane Wong Shoda —————————————— [INVESTOR NAME] By: /s/ Benjamin James Taylor ————————————– Name: Benjamin James Taylor By: /s/ Diane Wong Shoda ————————————– Name: Diane Wong Shoda Address: 54 E. Allendale Avenue ——————————– Allendale, NJ 07401 —————————————–AGREED AND ACCEPTED:iLinc Communications, Inc.By: /s/ James M. Powers, Jr. ———————————- Name: James M. Powers, Jr. Title: PresidentRegistration Rights Agreement Page 9 of 10 EXHIBIT A ILINC COMMUNICATIONS, INC. CERTIFICATE OF SUBSEQUENT SALE[Transfer Agent]____________________________________________________________ RE: Sale of Shares of Common Stock of iLinc Communications, Inc. (the “Company”) pursuant to the Company’s Prospectus dated _______________, 2005 (the “Prospectus”)Dear Sir/Madam: The undersigned hereby certifies, in connection with the sale of sharesof Common Stock of the Company included in the table of Selling Shareholders inthe Prospectus, that the undersigned has sold the Shares pursuant to theProspectus and in a manner described under the caption “Plan of Distribution” inthe Prospectus and that such sale complies with all applicable securities laws,including, without limitation, the Prospectus delivery requirements of theSecurities Act of 1933, as amended. Selling Shareholder (the beneficial owner): ___________________________ Record Holder (e.g., if held in name of nominee): _____________________ Restricted Stock Certificate No.(s): __________________________________ Number of Shares Sold: ________________________________________________ Date of Sale: _________________________________________________________ In the event that you receive a stock certificate(s) representing moreshares of Common Stock than have been sold by the undersigned, then you shouldreturn to the undersigned a newly issued certificate for such excess shares inthe name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, youshould place a stop transfer on your records with regard to such certificate.Dated: ______________________ Very truly yours, By: _________________________________ Print Name: _________________________ Title: ______________________________ A-1Registration Rights Agreement Page 10 of 10