AIRESPRING INC.
LOCAL SIP TRUNKING SERVICE AGREEMENT – ADDITIONAL TERMS (Rev. March 12, 2008)

AGREEMENT

This Local SIP Trunking Additional Terms Agreement (the “Agreement”) is between AireSpring, Inc. (“AireSpring”) and the Customer, said Customer is identified below and is subject to change with updated versions of this document available for viewing and download on http://www.airespring.com/terms. Service and facilities provided are based on the Master Service Agreement available at http://www.airespring.com/terms and by these additional Terms contained herein. If any term in this agreement conflicts with the Master Service Agreement, the Additional Terms in this document will govern that specific issue. Customer accepts all Terms and Conditions and agrees to be bound by them.

Definitions:

“911 Services” means functionality that allows end users to contact emergency services by dialing the digits 9-1-1.

“Enhanced 911 Services” means the ability to route an emergency call to the designated entity authorized to receive such calls, which in many cases is a Public Safety Answering Point (“PSAP), serving the

Customer’s Registered Address or user-provided address and to deliver the Subscriber’s telephone number and Registered Address information automatically to the emergency operator answering the call.

“Basic 911 Service” means the ability to route an emergency call to the designated entity authorized to receive such calls serving the Customer’s Registered Address. With basic 911, the emergency operator answering the phone will not have access to the caller’s telephone number or address information unless the caller provides such information verbally during the emergency call.

“ANI” means Automatic Number Identification.

“Customer VoIP Application” means the Class 5 VoIP application provided by Customer in connection with AireSpring SIP Trunk service.

“DID/DOD” means a telephone number assigned by AireSpring to Customer for use by a Subscriber with AireSpring SIP Trunk service.

“Directory Listings” means the listing of a Subscriber’s telephone number in the ILEC directory for a Market.

“International” means anywhere outside of the continental United States, including Alaska and Hawaii.

“IP” means Internet Protocol.

“LCA” means a geographical local calling area (determined by the applicable ILEC) containing one or more Rate Centers.

“LNP” means local number portability.

“NADP” means the North American Dialing (or Numbering) Plan.

“Operator and Directory Assistance” means live or automated operator assistance for the placement of Subscriber calls, listing services and/or related information.

“PSTN” means the public switched telephone network.

“ Rate Center” means a geographic area (determined by the applicable ILEC) within a LCA or Market that is associated with one or more specific NPA/NXX codes.

“Registered Address” means the address provided by customer in either written format on (i) appropriate AireSpring order forms, (ii) entered into appropriate AireSpring web sites or (iii) other written or verbal communication to Customer’s AireSpring sales or pos-sales representative, that represents the physical location from which AireSpring’s SIP Trunk ing service and TNs associated with this service will be used. “SIP” is the signaling protocol used between VoIP networks to establish, control and terminate voice calls.

“Subscriber” means an individual, end-user or telephone device assigned a DID/DOD.

“TN” means a telephone number assigned by AireSpring to Customer (or that Customer ports to AireSpring) and used by Customer in connection with AireSpring SIP Trunk for service.

“Toll Free Number” or “TFN” means a telephone number that supports NADP and is assigned by AireSpring to Customer that Customer ports to AireSpring for use with the AireSpring SIP Trunk .

“U.S. Domestic” means the continental United States (excluding Alaska and Hawaii).

“VoIP” means voice over IP.

Services Provided. Provided that Customer is not in default of its obligations stated herein, AireSpring shall provide Customer with the Service ordered in the AireSpring Service Order Form, which Service Order Form is incorporated herein by reference, for the Service Term, the Service Term being defined in Section 11. If Customer has purchased or leased Equipment from AireSpring or its certified third party leasing company then the Customer must install Equipment in accordance with instructions provided by AireSpring (or its third party vendor). In addition AireSpring Equipment must be used solely for the purpose of Service utilization. Customer is solely responsible to obtain, use and operate any equipment not provided by AireSpring that may be used in association with the Service.

Service Description. AireSpring SIP Trunks is a bundled virtual trunking service providing inbound, outbound local and long distance voice services via a AireSpring assigned DID. The service will route between a Customer’s IP address and either the PSTN or another IP address with AireSpring delivering traffic to the Customer’s gateway device or IP-PBX via an internet protocol connection using Session Initiation Protocol (“SIP”) signaling. Each SIP Trunk enables a single concurrent call but can be oversubscribed with multiple assigned DIDs being accessible via a single trunk. SIP Trunks also include static 911 services, 411, Operator services, inbound caller id, caller location or white page listing. These services require Customer to provide their own legitimate service address. Only TNs or Toll-Free TNs provided by AireSpring or ported to the AireSpring network can be used in conjunction with this service.

Service Limitations. AireSpring SIP Trunk service does not include any Class 5 features (e.g. call waiting, call forwarding, voicemail, etc.), nor will the service provide any of the following call types: 976, 900, or 1010xxx. (Outbound local, 911, outbound 800 calls or 411 calls are only available if the call’s originating Automated Number Identification [ANI] is a AireSpring assigned DID or a DID that has been ported to the AireSpring network). All special configurations are subject to AireSpring’s approval and AireSpring reserves the right to terminate this agreement where proper interoperability testing has not been completed when required. Any traffic deemed to jeopardize the integrity of AireSpring’s network may be blocked by AireSpring.

Emergency Services Dialing. Customer will have access to either basic 911 or Enhanced 911 (E911) as their default emergency calling service.

With Enhanced 911 service (E911) , when a caller from the Customer’s Registered Address dials the digits 9-1-1, the AireSpring telephone number and subscriber’s registered address is automatically sent to the local emergency center serving your location. The emergency operators will have access to this information regardless of whether the caller is able to verbally provide such information to the emergency call-taker. Accordingly, with E911 service, the emergency call-taker will have the caller’s call-back telephone number and registered address information just by virtue of the caller placing the call using the digits 9-1-1. In limited circumstances, Customers equipped with E911 may have their calls routed to the national call center. Please see the description below for an explanation of when this would occur and how this service operates.

With basic 911 service , when a caller from the Customer’s Registered Address dials the digits 9-1-1, the call is sent to the local emergency center serving your location. But operators answering the call will not have automatic access to the caller’s call-back telephone number or the Registered Address because the emergency center will not be equipped to receive, capture or retain Customer’s assigned AireSpring telephone number and Registered Address. Accordingly, callers must be prepared to provide both call-back and address information. If the call is dropped or disconnected, or if the caller is unable to speak, the emergency operator answering the call will not be able to call the caller back or dispatch help to the caller’s address. As additional local emergency centers become capable of E911 functionalities, AireSpring will automatically upgrade customers from basic 911 to E911 service. We will not notify Customer of the upgrade. In limited circumstances, Customers equipped with basic 911 may have their calls routed to the national call center. Please see the description below for an explanation of when this would occur and how this service operates.

DISCLAIMER OF LIABILITY:

CUSTOMER ACKNOWLEDGES AND AGREES THAT AIRESPRING’S SERVICE IS INTERNET BASED AND THAT 911 SERVICES ARE DIFFERENT THAT THAT OF TRADITIONAL WIRELINE SERVICE. FOR BASIC 911 OR E911 TO BE ACCURATELY ROUTED TO THE APPROPRIATE EMERGENCY RESPONDER, THE CUSTOMER MUST PROVIDE THE TN ASSOCIATED WITH THE SIP TRUNKING SERVICE FOR THE REGISTERED ADDRESS, IN THE ‘USERPART’ OF THE ‘FROM URI’ CONTAINED IN THE SIP ‘FROM’ HEADER.

CUSTOMER ACKNOWLEDGES THAT THE SIP TRUNK SERVICE MAY NOT SUPPORT BASIC 911 OR E911 DIALING IN THE SAME MANNER AS TRADITIONAL WIRELINE PHONE SERVICE. CUSTOMER AGREES TO INFORM OF THE POTENTIAL COMPLICATIONS ARISING FROM BASIC 911 OR E911 DIALING. SPECIFICALLY, CUSTOMER ACKNOWLEDGES AND AGREES TO INFORM ALL EMPLOYEES, GUESTS, AND OTHER THIRD PERSONS WHO MAY USE THE SERVICE THAT BASIC 911 AND E911 SERVICES WILL NOT FUNCTION IN THE CASE OF A SERVICE FAILURE FOR ANY OF THE FOLLOWING REASONS: (A) POWER FAILURES, (B) SUSPENDED OR TERMINATED BROADBAND SERVICE, (C) SUSPENSION OF SERVICES DUE TO BILLING ISSUES, AND/OR (D) ANY OTHER SERVICE OUTAGES NOT DESCRIBED HEREIN. CUSTOMER FURTHER ACKNOWLEDGES THAT FAILURE TO PROVIDE A CORRECT PHYSICAL ADDRESS IN THE REQUISITE FORMAT MAY CAUSE ALL BASIC 911 OR E911 CALLS TO BE ROUTED TO THE INCORRECT LOCAL EMERGENCY SERVICE PROVIDER. FURTHERMORE, CUSTOMER RECOGNIZES THAT USE OF THE SERVICE FROM A LOCATION OTHER THAN THE LOCATION TO WHICH THE SERVICE WAS ORDERED, I.E., THE “REGISTERED ADDRESS,” MAY RESULT IN BASIC 911 OR E911 CALLS BEING ROUTED TO THE INCORRECT LOCAL EMERGENCY SERVICE PROVIDER.

CUSTOMER ACKNOWLEDGES AND AGREES THAT AIRESPRING, ITS UNDERLYING CARRIERS, OR ANY OTHER THIRD PARTIES INVOLVED IN THE ROUTING, HANDLING, DELIVERY, OR ANSWERING OF EMERGENCY SERVICES OR IN RESPONDING TO EMERGENCY CALLS, NOR THEIR OFFICERS OR EMPLOYEES, MAY BE HELD LIABLE FOR ANY CLAIM, DAMAGE, LOSS, FINE, PENALTY OR COST (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES) AND CUSTOMER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO THE PROVISION OF ALL TYPES OF EMERGENCY SERVICES TO CUSTOMER. CUSTOMER FURTHER AGREES AND ACKNOWLEDGES THAT IT IS INDEMNIFYING AND HOLDING HARMLESS AIRESPRING FROM ANY CLAIM OR ACTION FOR ANY CALLER PLACING SUCH A CALL WITHOUT REGARD TO WHETHER THE CALLER IS AN EMPLOYEE OF THE CUSTOMER. CUSTOMER ACKNOWLEDGES AND AGREES TO HOLD HARMLESS AND INDEMNIFY AIRESPRING FROM ANY CLAIM OR ACTION ARISING OUT OF MISROUTES OFANY 911 CALLS, OR WHETHER LOCAL EMERGENCY RESPONSE CENTERS OR NATIONAL EMERGENCY CALLING CENTERS ANSWER A 911 CALL OR HOW THE 911 CALLS ARE HANDLED BY ANY EMERGENCY OPERATOR INCLUDING OPERATORS OF THE NATIONAL CALL CENTER. THE LIMITATIONS APPLY TO ALL CLAIMS REGARDLESS OF WHETHER THEY ARE BASED ON BREACH OF CONTRACT, BREACH OF WARRANT, PRODUCT LIABILITY, TORT AND ANY OTHER THEORIES OF LIABILITY.

Service Availability . The Service is available throughout the Service Term, except in the case of scheduled maintenance of the AireSpring network and/or its underlying carrier’s networks. AireSpring will use commercially reasonable efforts to provide prior notification via electronic mail (“email”) to Customer regarding any scheduled maintenance of Service. AireSpring may interrupt its provision of Service for unscheduled emergency maintenance without notice to Customer or Customer’s customers.

Interop Requirement. Prior to the provisioning of Service, Customer must successfully complete interoperability (“Interop”) testing with AireSpring. Should the Interop yield compliance requirements the Customer does not wish to or cannot meet, this Agreement may be terminated without penalty to the Customer.

IP originated traffic. All user traffic must be IP originated. “IP Originated” shall mean voice traffic which Customer represents and certifies as utilizing TCP/IP as a transmission protocol from the Customer’s originating equipment (i.e. SIP phones, SIP PBX, TDM to SIP Gateway, IP-adapter, etc.) to a TCP/IP gateway. Traffic identified as non-IP originated is subject to incremental $.05 per minute charges.

Porting Numbers. AireSpring will require a completed and signed Letter of Authorization (“LOA”) for any numbers or toll free numbers the customer wishes to port. In addition, AireSpring will require a recent, applicable copy of the Customer’s current phone bill which contains the Customer’s Billing Telephone Numbers (“BTN”) as well as a record of any numbers that need to be ported. Necessary LOA(s) and Bill Copy(s) must be received by AireSpring before AireSpring initiates the port request.

Service Activation Date. AireSpring will work with the Customer to establish an initial activation date upon which their SIP Trunk solution will be activated. This date will be based on the Customer’s requested date as well as the Confirmed Port Date AireSpring receives from its underlying provider. The Confirmed Port Date is the date upon which the Customer’s current voice provider has agreed to port the numbers to AireSpring. The Confirmed Port Date typically cannot be set any earlier than two (2) to four (4) business weeks after the port request was initiated. Upon submission of the port request, AireSpring will request a port date that coincides as closely as is reasonably possible with the initial activation date arrived at with the Customer. However, since the port interval is a product of the accuracy of the information provided to AireSpring by the Customer as well as the processing speed of the Customer’s current voice provider, AireSpring makes no guarantees about how soon a Customer’s number can be ported, but will work with its underlying carrier and the Customer to make sure the port date coincides as closely as possible with the activation date requested by the Customer. When AireSpring receives the Confirmed Port Date, AireSpring will assign a Service Activation Date based on the aforementioned criteria and will communicate this date to the customer. If the Customer wishes to change the requested service activation date, Customer must communicate, in writing, the new requested date to their VoIP Installation Specialist within forty-eight (48) hours of the issuance of the service activation date. Such further date changes by Customer will be met by AireSpring on a best effort basis

Service Activation Appointment. AireSpring will attempt to arrange an Activation Appointment with the Customer on the Service Activation Date whereby a AireSpring VoIP Activation Specialist will contact the Customer to walk them through connecting their equipment, guide them through any applicable features of any equipment provided by AireSpring and service, and make test calls. Such test calls will consist of outbound and inbound calls within the AireSpring core VoIP network between the Customer site and the AireSpring Network Operations Center (“NOC”) as well as any other outbound and inbound calls of the Customer’s choosing. The Service Commencement Date shall be the date when both the voice components are delivered and the AireSpring SIP Trunking Confirmation email is sent.

AireSpring takes on no responsibility for installation or configuration of customer PBX or any responsibility related to connecting a customer’s PBX to any AireSpring provided equipment. Customer’s PBX vendor or some other service provider will implement this connection and any related PBX configuration.

Service Term. The initial Service Term for the AireSpring Service provided to Customer shall be at least one (1) year and up to three (3) years from the Service Commencement Date depending on the Service Term selected on said Service Order Form. After such initial term, Service shall continue to be provided on a month-to-month basis, unless terminated in writing by AireSpring or by Customer via mail pursuant to Section 21 of this Agreement. The initial Service Term plus the continuation of Service as provided in this Section 11 are referred to collectively as the “Service Term.” (The Agreement Term is coterminous with the Service Term.)

Maintenance, Support, and Repair for Equipment Provided by AireSpring. If Customer has been provided equipment by AireSpring, then Customer shall allow AireSpring reasonable access to the Equipment as required to provide Service ordered by Customer. All Equipment aquired from AireSpring is subject to the terms and conditions set forth in the Manufacturer’s or Publisher’s warranty, end-user license, or agreement applicable to such Equipment, with no warranty of any kind from AireSpring. Customer shall reimburse AireSpring, on a time and materials basis as documented in an invoice, for the entire cost to repair and/or replace any of the Equipment in the event that equipment requires replacement due to (a) misuse, (b) failure to exercise reasonable care, (c) altering original AireSpring configuration, (d) damage, (e) theft, or (f) disaster. If replacement equipment is requested, AireSpring will ship preconfigured replacements to arrive at Customer site within 48 hours. Customer shall return any faulty Equipment to AireSpring within ten (10) days of receiving the replacement equipment or pay for such equipment. Customer will not receive compensation for downtime associated with equipment failure, replacement or repair. AireSpring’s liability is strictly limited to the pro-rata reduction of AireSpring charges. If Customer terminates service, Customer must return or purchase equipment from AireSpring.

Specific Charges for SIP Trunk Service:

Disconnect Charges: For any request to disconnect or port out a AireSpring assigned TN, a non-recurring charge of $5 per TN will be charged.

LNP Charges: For cancelled LNP request more than 48 hours before FOC, a non-recurring charge of $6 per TN will be charged. For cancelled LNP requests within 48 hours of FOC, a non-recurring charge of $75 per TN will be charged. For any request to reinstate, within 24 hours, a newly ported phone number to the original carrier, a non-recurring charge of $300 per number will be assessed.

Local & Inbound Minute Thresholds: Each SIP Trunk is subject to a monthly cap limiting the amount of inbound to one thousand (1,000) minutes and local outbound minutes to an additional one thousand (1,000) minutes per trunk. Any inbound or local outbound minutes exceeding 1,000 minutes will be billed at $.01 for zone 1 pricing and $.02 per minute for zone 2 pricing. This cap is a soft cap, meaning that its enforcement will not be automatic but will be at the discretion of AireSpring should the customer’s usage exceed this usage cap in any given month.

Call Rating: Calls will be rated as local calls if they terminated within subscriber’s Local Calling Area associated with the call’s originating ANI (which must be an AireSpring assigned DID). All calls outside of a Subscriber’s Local Calling area shall be rated as either intrastate, interstate, or international long distance. This distinction of inter versus intrastate versus international long distance will be determined based on the Originating Automatic Number Identification (ANI) and Terminating ANI provided in the call signaling. AireSpring utilizes the value in the ‘FROM’ field in the SIP header as the Originating ANI for establishing the jurisdiction of the call (i.e. interstate versus intrastate versus international). However, in the event a value is present in any of the SIP header fields used for caller id (e.g. Remote Party ID, P-Assert-Identity), AireSpring may use this in lieu of the “FROM” field as the Originating ANI to determine the jurisdiction of a call. If AireSpring cannot accurately rate a call due to an invalid or omitted Originating ANI, and its rating jurisdiction is not international, AireSpring will default to rating the call at the prevailing Intrastate long distance rate. AireSpring will determine the originating or terminating carrier by evaluating the Terminating ANI down to the NPA-NXX-X level. Customer is also required to maintain the originating ANI for all outbound calls and abstain from any level of ANI manipulation in the call signaling.

Local Call Rating Exclusion: Rating outbound calls as Local only applies to calls that utilize telephone numbers (DIDs) assigned by AireSpring or that have been ported to AireSpring’s service as the originating ANI. Termination of calls from DIDs not provided by AireSpring or ported to AireSpring’s service will be rated as either Interstate or Intrastate long distance. This distinction of inter versus intrastate long distance will be determined based on the Originating Automatic Number Identification (ANI) and Terminating ANI provided in the call signaling. If AireSpring cannot accurately rate a call due to an invalid or omitted Originating ANI, and its rating jurisdiction is not international, AireSpring will default to rating the call at the prevailing Intrastate long distance rate.