Common use of Absence of Certain Changes or Developments Clause in Contracts

Absence of Certain Changes or Developments. Except as disclosed in Schedule 3.15 attached hereto or as contemplated herein and in the Transaction Documents, since September 10, 2008: (a) there has been no Material Adverse Effect, and no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, operations or financial condition, which, under the Exchange Act, Securities Act, or rules or regulations of any Trading Market, required or requires public disclosure or announcement by the Company, but which has not been so publicly announced or disclosed; (b) the Company has not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company; (iii) discharged or satisfied any Lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business and payments of principal; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) except for capital expenditures or commitments of up to $1,000,000 in the aggregate that are solely used for the interconnect site deployment, made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction outside the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting, except to the extent required by GAAP; (xv) issued any equity securities to any officer, director or affiliate (as such term is defined in Rule 144 of the Securities Act), except pursuant to existing Company stock, option, equity incentive or similar incentive plans; or (xvi) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Changes or Developments. Except as disclosed in Schedule 3.15 attached hereto or as contemplated herein and in the Transaction Documents, since September 10December 31, 20082009: (a) there has been no Material Adverse Effect, and no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, operations or financial condition, which, under the Exchange Act, Securities Act, or rules or regulations of any Trading Market, required or requires public disclosure or announcement by the Company, but which has not been so publicly announced or disclosed; (b) the Company has not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 250,000 or incurred or become subject to any other liabilities in excess of $100,000 250,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company; (iii) discharged or satisfied any Lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business and payments of principalbusiness; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) except for capital expenditures or commitments of up to $1,000,000 in the aggregate that are solely used for the interconnect site deployment, made capital expenditures or commitments therefor that aggregate in excess of $100,000250,000; (x) entered into any material transaction outside the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting, except to the extent required by GAAP; (xv) issued any equity securities to any officer, director or affiliate (as such term is defined in Rule 144 of the Securities Act), except pursuant to existing Company stock, option, equity incentive or similar incentive plans; or (xvi) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Changes or Developments. Except as disclosed in Schedule 3.15 2.15 attached hereto or as disclosed in the SEC Documents or as contemplated herein and in the Transaction Documents, since September 1030, 20082007: (a) there has been no Material Adverse Effect, and no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, operations or financial condition, which, under the Exchange Act, Securities Act, or rules or regulations of any Trading Market, required or requires public disclosure or announcement by the Company, but which has not been so publicly announced or disclosed; (b) the Company has not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 250,000 or incurred or become subject to any other liabilities in excess of $100,000 250,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company; (iii) discharged or satisfied any Lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business and payments of principalprincipal for any already completed acquisition; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) except for capital expenditures or commitments of up to $1,000,000 in the aggregate that are solely used for the interconnect site deployment, made capital expenditures or commitments therefor that aggregate in excess of $100,000250,000; (x) entered into any material transaction outside transaction, whether or not in the ordinary course of businessbusiness that has not been disclosed in the SEC Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting, except to the extent required by GAAP; (xv) issued any equity securities to any officer, director or affiliate (as such term is defined in Rule 144 of the Securities Act), except pursuant to existing Company stock, option, equity incentive or similar incentive plans; or (xvi) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Changes or Developments. Except as disclosed in Schedule 3.15 attached hereto or as contemplated herein and in the Transaction Documents, since September 1030, 20082013: (a1) there has been no Material Adverse Effect, and no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, operations or financial condition, which, under the Exchange Act, Securities Act, or rules or regulations of any Trading Market, required or requires public disclosure or announcement by the Company, but which has not been so publicly announced or disclosed; (b2) the Company has not: (ia) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company; (iiib) discharged or satisfied any Lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business and payments of principal; (ivc) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (vd) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vie) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (viif) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiig) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixh) except for capital expenditures or commitments of up to $1,000,000 in the aggregate that are solely used for the interconnect site deployment, made capital expenditures or commitments therefor that aggregate in excess of $100,000; (xi) entered into any material transaction outside the ordinary course of business; (xij) made charitable contributions or pledges in excess of $10,000; (xiik) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiil) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xivm) altered its method of accounting, except to the extent required by GAAP; (xvn) issued any equity securities to any officer, director or affiliate (as such term is defined in Rule 144 of the Securities Act), except pursuant to existing Company stock, option, equity incentive or similar incentive plans; or (xvio) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Changes or Developments. Except as disclosed in Schedule 3.15 attached hereto or as contemplated herein and in the Transaction Documents, since September 10April 30, 20082009: (a) there has been no Material Adverse Effect, and no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, operations or financial condition, which, under the Exchange Act, Securities Act, or rules or regulations of any Trading Market, required or requires public disclosure or announcement by the Company, but which has not been so publicly announced or disclosed; (b) the Company has not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company; (iii) discharged or satisfied any Lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business and payments of principal; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) except for capital expenditures or commitments of up to $1,000,000 in the aggregate that are solely used for the interconnect site deployment, made capital expenditures or commitments therefor that aggregate in excess of $100,000; (x) entered into any material transaction outside the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting, except to the extent required by GAAP; (xv) issued any equity securities to any officer, director or affiliate (as such term is defined in Rule 144 of the Securities Act), except pursuant to existing Company stock, option, equity incentive or similar incentive plans; or (xvi) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Changes or Developments. Except as disclosed in Schedule 3.15 attached hereto or as contemplated herein and in the Transaction Documents, since September 10December 31, 20082006: (a) there has been no Material Adverse Effect, and no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, operations or financial condition, which, under the Exchange Act, Securities Act, or rules or regulations of any Trading Market, required or requires public disclosure or announcement by the Company, but which has not been so publicly announced or disclosed; (b) the Company has not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 250,000 or incurred or become subject to any other liabilities in excess of $100,000 250,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company; (iii) discharged or satisfied any Lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business and payments of principalprincipal and interest to Gottbetter; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) except for capital expenditures or commitments of up to $1,000,000 in the aggregate that are solely used for the interconnect site deployment, made capital expenditures or commitments therefor that aggregate in excess of $100,000250,000; (x) entered into any material transaction outside the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting, except to the extent required by GAAP; (xv) issued any equity securities to any officer, director or affiliate (as such term is defined in Rule 144 of the Securities Act), except pursuant to existing Company stock, option, equity incentive or similar incentive plans; or (xvi) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Changes or Developments. Except as disclosed in Schedule 3.15 II(1)(t) attached hereto or as disclosed in the Commission Documents or as contemplated herein and in the Transaction Documents, since September 10December 31, 20082007: (a) i. there has been no Material Adverse Effect, and no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, operations or financial condition, which, under the Exchange Act, Securities Act, or rules or regulations of any Trading Market, required or requires public disclosure or announcement by the Company, Company but which has not been so publicly announced or disclosed; (b) ii. the Company has not: (ia) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (iib) borrowed any amount in excess of $100,000 250,000 or incurred or become subject to any other liabilities in excess of $100,000 250,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company; (iiic) discharged or satisfied any Lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business and payments of principalprincipal and interest under existing Indebtedness disclosed in the Commission Documents; (ivd) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (ve) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vif) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (viig) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiih) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) except for capital expenditures or commitments of up to $1,000,000 in the aggregate that are solely used for the interconnect site deployment, made capital expenditures or commitments therefor that aggregate in excess of $100,000250,000; (xj) entered into any material transaction outside transaction, whether or not in the ordinary course of businessbusiness that has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xiik) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiil) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xivm) altered its method of accounting, except to the extent required by GAAP; (xvn) issued any equity securities to any officer, director or affiliate (as such term is defined in Rule 144 of the Securities Act), except pursuant to existing Company stock, option, equity incentive or similar incentive plans; or (xvio) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Changes or Developments. Except as disclosed in Schedule 3.15 attached hereto or as contemplated herein and in the Transaction Documents, since September 10December 31, 20082010: (a) there has been no Material Adverse Effect, and no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, operations or financial condition, which, under the Exchange Act, Securities Act, or rules or regulations of any Trading Market, required or requires public disclosure or announcement by the Company, but which has not been so publicly announced or disclosed; (b) the Company has not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 250,000 or incurred or become subject to any other liabilities in excess of $100,000 250,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company; (iii) discharged or satisfied any Lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business and payments of principalbusiness; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) except for capital expenditures or commitments of up to $1,000,000 in the aggregate that are solely used for the interconnect site deployment, made capital expenditures or commitments therefor that aggregate in excess of $100,000250,000; (x) entered into any material transaction outside the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting, except to the extent required by GAAP; (xv) issued any equity securities to any officer, director or affiliate (as such term is defined in Rule 144 of the Securities Act), except pursuant to existing Company stock, option, equity incentive or similar incentive plans; or (xvi) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Changes or Developments. Except as disclosed in Schedule 3.15 attached hereto or as disclosed in the SEC Documents or as contemplated herein and in the Transaction Documents, since September 10December 31, 20082007: (a) there has been no Material Adverse Effect, and no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, operations or financial condition, which, under the Exchange Act, Securities Act, or rules or regulations of any Trading Market, required or requires public disclosure or announcement by the Company, Company but which has not been so publicly announced or disclosed; (b) the Company has not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 250,000 or incurred or become subject to any other liabilities in excess of $100,000 250,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company; (iii) discharged or satisfied any Lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business and payments of principalprincipal and interest to Gottbetter; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) except for capital expenditures or commitments of up to $1,000,000 in the aggregate that are solely used for the interconnect site deployment, made capital expenditures or commitments therefor that aggregate in excess of $100,000250,000; (x) entered into any material transaction outside transaction, whether or not in the ordinary course of businessbusiness that has not been disclosed in the SEC Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting, except to the extent required by GAAP; (xv) issued any equity securities to any officer, director or affiliate (as such term is defined in Rule 144 of the Securities Act), except pursuant to existing Company stock, option, equity incentive or similar incentive plans; or (xvi) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Changes or Developments. Except as disclosed in Schedule 3.15 attached hereto or as disclosed in the SEC Documents or as contemplated herein and in the Transaction Documents, since September 10December 31, 2008: (a) there has been no Material Adverse Effect, and no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, operations or financial condition, which, under the Exchange Act, Securities Act, or rules or regulations of any Trading Market, required or requires public disclosure or announcement by the Company, Company but which has not been so publicly announced or disclosed; (b) the Company each Borrower has not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 250,000 or incurred or become subject to any other liabilities in excess of $100,000 250,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the CompanyBorrower; (iii) discharged or satisfied any Lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business and payments of principalprincipal and interest to Gottbetter Capital Master, Ltd. (“Gottbetter”) and the Lender; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) except for capital expenditures or commitments of up to $1,000,000 in the aggregate that are solely used for the interconnect site deployment, made capital expenditures or commitments therefor that aggregate in excess of $100,000250,000; (x) entered into any material transaction outside transaction, whether or not in the ordinary course of businessbusiness that has not been disclosed in the SEC Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting, except to the extent required by GAAP; (xv) issued any equity securities to any officer, director or affiliate (as such term is defined in Rule 144 of the Securities Act), except pursuant to existing Company stock, stock option, equity incentive or similar incentive plans; or (xvi) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Changes or Developments. Except as disclosed in Schedule 3.15 attached hereto or as disclosed in the SEC Documents or as contemplated herein and in the Transaction Documents, since September 10December 31, 20082007: (a) there has been no Material Adverse Effect, and no event or circumstance has occurred or exists with respect to the Company Borrower or its businesses, properties, operations or financial condition, which, under the Exchange Act, Securities Act, or rules or regulations of any Trading Market, required or requires public disclosure or announcement by the Company, Borrower but which has not been so publicly announced or disclosed; (b) the Company Borrower has not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the CompanyBorrower; (iii) discharged or satisfied any Lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000, other than current liabilities paid in the ordinary course of business and payments of principal; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) except for capital expenditures or commitments of up to $1,000,000 in the aggregate that are solely used for the interconnect site deployment, made capital expenditures or commitments therefor that aggregate in excess of $100,000250,000; (x) entered into any material transaction outside transaction, whether or not in the ordinary course of businessbusiness that has not been disclosed in the SEC Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting, except to the extent required by GAAP; (xv) issued any equity securities to any officer, director or affiliate (as such term is defined in Rule 144 of the Securities Act), except pursuant to existing Company stock, stock option, equity incentive or similar incentive plans; or (xvi) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Changes or Developments. Except as disclosed in Schedule 3.15 attached hereto or as disclosed in the SEC Documents or as contemplated herein and in the Transaction Documents, since September 1030, 20082007: (a) there has been no Material Adverse Effect, and no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, operations or financial condition, which, under the Exchange Act, Securities Act, or rules or regulations of any Trading Market, required or requires public disclosure or announcement by the Company, Company but which has not been so publicly announced or disclosed; (b) the Company has not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 250,000 or incurred or become subject to any other liabilities in excess of $100,000 250,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company; (iii) discharged or satisfied any Lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business and payments of principalprincipal and interest to Gottbetter; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) except for capital expenditures or commitments of up to $1,000,000 in the aggregate that are solely used for the interconnect site deployment, made capital expenditures or commitments therefor that aggregate in excess of $100,000250,000; (x) entered into any material transaction outside transaction, whether or not in the ordinary course of businessbusiness that has not been disclosed in the SEC Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting, except to the extent required by GAAP; (xv) issued any equity securities to any officer, director or affiliate (as such term is defined in Rule 144 of the Securities Act), except pursuant to existing Company stock, option, equity incentive or similar incentive plans; or (xvi) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Changes or Developments. Except as disclosed in Schedule 3.15 attached hereto or as disclosed in the SEC Documents or as contemplated herein and in the Transaction Documents, since September 10December 31, 20082006: (a) there has been no Material Adverse Effect, and no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, operations or financial condition, which, under the Exchange Act, Securities Act, or rules or regulations of any Trading Market, required or requires public disclosure or announcement by the Company, Company but which has not been so publicly announced or disclosed; (b) the Company has not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 250,000 or incurred or become subject to any other liabilities in excess of $100,000 250,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company; (iii) discharged or satisfied any Lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business and payments of principalprincipal and interest to Gottbetter; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) except for capital expenditures or commitments of up to $1,000,000 in the aggregate that are solely used for the interconnect site deployment, made capital expenditures or commitments therefor that aggregate in excess of $100,000250,000; (x) entered into any material transaction outside transaction, whether or not in the ordinary course of businessbusiness that has not been disclosed in the SEC Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting, except to the extent required by GAAP; (xv) issued any equity securities to any officer, director or affiliate (as such term is defined in Rule 144 of the Securities Act), except pursuant to existing Company stock, option, equity incentive or similar incentive plans; or (xvi) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Changes or Developments. Except as disclosed in Schedule 3.15 II(1)(t) attached hereto or as disclosed in the Commission Documents or as contemplated herein and in the Transaction Documents, since September 10December 31, 2008: (a) i. there has been no Material Adverse Effect, and no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, operations or financial condition, which, under the Exchange Act, Securities Act, or rules or regulations of any Trading Market, required or requires public disclosure or announcement by the Company, Company but which has not been so publicly announced or disclosed; (b) ii. the Company has not: (ia) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (iib) borrowed any amount in excess of $100,000 250,000 or incurred or become subject to any other liabilities in excess of $100,000 250,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company; (iiic) discharged or satisfied any Lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business and payments of principalprincipal and interest under existing Indebtedness disclosed in the Commission Documents; (ivd) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (ve) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vif) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (viig) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viiih) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) except for capital expenditures or commitments of up to $1,000,000 in the aggregate that are solely used for the interconnect site deployment, made capital expenditures or commitments therefor that aggregate in excess of $100,000250,000; (xj) entered into any material transaction outside transaction, whether or not in the ordinary course of businessbusiness that has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xiik) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiil) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xivm) altered its method of accounting, except to the extent required by GAAP; (xvn) issued any equity securities to any officer, director or affiliate (as such term is defined in Rule 144 of the Securities Act), except pursuant to existing Company stock, option, equity incentive or similar incentive plans; or (xvio) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Changes or Developments. Except as disclosed in Schedule 3.15 attached hereto or as disclosed in the SEC Documents or as contemplated herein and in the Transaction Documents, since September 10December 31, 20082007: (a) there has been no Material Adverse Effect, and no event or circumstance has occurred or exists with respect to the Company or its businesses, properties, operations or financial condition, which, under the Exchange Act, Securities Act, or rules or regulations of any Trading Market, required or requires public disclosure or announcement by the Company, Company but which has not been so publicly announced or disclosed; (b) the Company each Borrower has not: (i) issued any stock, bonds or other corporate securities or any right, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 250,000 or incurred or become subject to any other liabilities in excess of $100,000 250,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the CompanyBorrower; (iii) discharged or satisfied any Lien or encumbrance in excess of $100,000 250,000 or paid any obligation or liability (absolute or contingent) in excess of $100,000250,000, other than current liabilities paid in the ordinary course of business and payments of principalprincipal and interest to Gottbetter Capital Master, Ltd. (“Gottbetter”) and Vicis Capital Master Fund (“Vicis”); (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights in excess of $100,000250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business; (vii) suffered any material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) except for capital expenditures or commitments of up to $1,000,000 in the aggregate that are solely used for the interconnect site deployment, made capital expenditures or commitments therefor that aggregate in excess of $100,000250,000; (x) entered into any material transaction outside transaction, whether or not in the ordinary course of businessbusiness that has not been disclosed in the SEC Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting, except to the extent required by GAAP; (xv) issued any equity securities to any officer, director or affiliate (as such term is defined in Rule 144 of the Securities Act), except pursuant to existing Company stock, stock option, equity incentive or similar incentive plans; or (xvi) entered into an agreement, written or otherwise, to take any of the foregoing actions.