TELESPHEREMASTER SERVICES AGREEMENT BETWEEN

TELESPHERE NETWORKS LTD. AND ROCKY MOUNTAIN IIIDTA

Telesphere Contact Information:

9237 E. Via tie VenturaSuite 259Scottsdale, AZ 85258480-385-7000480-385-7007 (las)Support c-mall: sunport(&telesnliereltd.comWeb support: www.teteavhere.comPhone Support: (480) 385-7000 OptIon 2

Customer Contact Information:

10200 East Cirard Avenue, Bldg CDenver, CO 80231

State of Organization: Colorado

0N19- o'8'1

This MASTER SERVICES AGREEMENT, which includes the terms and conditions below and the Service Schedule(s) and any other altachmentshereto (the "Agreement"). is between Telesphere Netwotks Ltd., a Washington corporation ("Telesphere"). with its principal place of business set1ortl above, and Rocky Mountain HJDTA("Customer'). with its principal place of business set forth above. This Agreement provides the generalterms and conditions that apply to Customer's purchase of communications services ('Servlcc"). This Agreement will be effective as of the dote theinitial Sales Order is executed by Customer and accepted by TELESP}IERE (the "Effective Date").

ARtICLE 1. SALES ORDERS AND DELiVERY OE SM&11Q

1.1 Sales Orders. The Services arc described iii a "Sales Quotation" that details (I) the price, location and other information about the Services;(ii) the details rdating to any equipment being offered Oar sate andlnr rental to Customer, and (iii) any associated installation. maintenance, andthe like. Telesphere has delivered a Sales Quotation with this Abicullent. Additional Sales Quotations may bc delivered from time to timeduring the term of this Agreement. Sales Quotations arc valid for 30 days unless otherwise specified. Customer may order Service through aSaks Quotation that has been signed by Customer and accepted by TELESI'HERE (a "Sales Order"). A Sales Order automatically becomes apart of this Agreement. Sales Orders will contain the duration for which Service is ordered ("Service Term").

1.2 Credit Apurwvst and Deposits. Customer will provide TELESPHERE with credit infonimtion as requested. 1'ELESPHERE may iernttCustomer to make a deposit as a condition oI1tLESPHERWs acceptance of any Salts Order or cont'uiuution or: a) usage-based Services; orb)non-usage based Service where Customer fails to timely pay TELESPI4ERE hereunder or TELESPHERE reasonably determines that Customerhas had an adverse change in ftnancinl condition. Deposits will not exceed two months' estimated charges for Service and are due uponTELESI'lIERE'S written request. When Service is discontinued, the deposit wilt be credited to Customer's account and any balance reFunded.

Ii Service Schedules. Certain details relating to the specific Services ordered by Customer are contained in one or inure "Service Schedules'attached to this Agreement or hereafter executed by Customer and TELESPI4ERE from time to time. These details include any applicableservice level commitments and guarantees, as well as other terms and conditions that apply to specific Services.

1.4 Eaqtpinent CompatibilIty. Subject to the provisions of any phone maintenance contract purchased by Customer horn TELESPHERE for anyCustomer owned equipmenL if Customer's or its end users' equipment is incompatible with Service, Customer is responsible for any equipmentreplacement. special interface equipment, or facilities necessary to ensure compatibility with Service.

ARTICLF 2 BilLING PAYMENt AND TERM

2.1 Commencement of Hiltinp. For any given Sales Order, the "Service Date" is the date that ordered Service has been installed an&or activated,tested by TELESPHEIRE. and is available for Customer's use. Unless otherwise indicated on a Sales Other or agreed in writing by Customerend TELESPNERE, the Service Date will be the earliest practicable date using reasonable commercial efforts. TELESPRERE will not ifyCustomer of the Service Date. Customer may request an expedited Service Date and TELESI'HERE will notify Customer of any additionalcharges from 1'ELESPHERE ("Espedite Charge"), which will include any third party charges incurred by TELESPHERE. IF TELESPHEREaccepts the expedited Service Date, Customer must pay the Expedite Charge. The term of the Sal's Order wilt begin and billing will commenceas of the Service Datc and will not be delayed due to Customer's readiness to accept or use Service: provided that if Service includes a privatecircuit nianaged by TELESPHERE ("Prtvate Circuit"), billing for the Private Circuit will begin on the Service Date for the Private Circuit,unless Customer has ordered other Service in connection with the Private Circuit and activation of such other Service Is due to Customer's lackof readiness to accept or use such other Service then the billing for the Private Circuit will begin one week after the Service Date for-the PrivateCircuit, If Customer notifies TELESPHERE within two business days after a Service Date that Service is not fianctioning property, specifying

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MSA- biosphere Networks Confidential- September 2009

the deficiencies. TELESPHERE will work to correct any deficiencies and, subject to the preceding sentence, the Service Date fur such Servicewill nccur when such issues have been resolved such that Service is operational. If ii is determined that the specified issues were notattributable to 'FELESPHERE, its agents, or contractors, the original Service Date for thatService will remain unchanged.

2.2 Payment of Invoices and DIsputes. invoices are delivered monthly and due 30 days after the invoice date, Fixed charges are billed in ndva,iettand usage-based charges are billed in arrears. Billing for partial months is prorated. Past due amounts hear interest at .5% per month cr thehighest rate allowed by law (whichever is less), Customer is responsible for all charges respecting the Service, even if incurred as the result 'ifunauthorized use, If Customer reasonably disputes an invoice, Customer nest pay the undisputed amount and submit written notice of thedisputed amount (with details of the naoire of the dispute and the Services and invoice(s) disputed). Disputes must be submitted in writingwithia 90 days from the date of the invoice or disputed charges are waived, lithe dispute is resolved against Customer. Customer shall pay suchurnttunts plus interest frotn the date originally due.

2.3 Taxes and Fees. Excluding taxes based on TELESPi-IERE'S net income. Customer is responsible for all taxes and fees arising in anyjurisdiction imposed on or incident to the provision, sale or use of Service and TELESPHERE owned equipment on Customer premises,including hut not limited to value added, consumption, sales, use, gross receipts, excise, access, bypass, ad valorem, franchise or oIlier taxes.fees, duties or stsrchargcs (includitsg regulatory and 911 surcharges), whether imposed on TELESI'I4ERE or a TELESPI-IERE affiliate, alongwith similar charges stated in a Sales Order (collectively "Taxes and Fees"). Some Taxes and Fees may he recovered by TELESPHEREthrough imposition of a percentage surcharge on the charges for Service. Basic charges for Service are exclusive of Taxes and Fees. Customermay present TEI.E.SPHERE with an exemption certificate eliminating TELESPFIERE'S liability to pay certain Taxes and Fees TEl ESPHEREwill give effect thereto prospectively. Customer is encrapt from remitting sales tax, and will supply 'telcs'phcre with its tax exempt certificate.

2.4 Term of Arreemeti t. ti, is Agreement will cortti,tiie fti: art initial recur of three (3) years front the ElTeetivc Date. :ti itt c cot of etich yeardun ii the it it in I I cr111 and &ni y relIc wal term, in the event C ostot net- does riot reed vi og irs fit it ding. Cu srur ncr mciv elect tn rertuit ate thisAgnceni ci it w t Ii lu I flCfltiflf tan y termination fees by providing 1'E L ESP1 IERE with w ri trot tot ice of teori motion not less than sixty 160 layprior to the ex1si rot iCtI I of anctr year do dii c flit: I cnn. IF C ostonter does itt p ,'ovide so cit notice to tents i nate, this Am-ceo tent shatt corn i nue inhill hit-ce and effect. Fite Service Term wilt terminate euterininousty for any Services for which the original Service Term estends jatist the endor cacti one (I) year er,,, nr initial thn:e (31 yarn' terra, as the case niay he. TELESPH ER F sgreea to povitte Customer with a ncw 'vr'itteoproposal for services for every flmding Year upon Cosrunrer's request.

23 ContInuation of Services. Upon written notice by a party to terminare this Agreement as provided in Section 2.4, Services with a remainingService Terra will remain in effect thrnugh the applicable Service Term, and the terms and conditions of this Agreement wilt continue to applyto such Services.

24 Customer Cancellation Prior to Service Date. If Customer, without any express right to do so, cancels any ordered Service prior to chicService Date Lot' such Service, then Customer's liability for such cancellation shall be an amount e4uat to (a) alt non-recurring charges incurredby 'TELESPIIERE as a result nf such cancellation; pltts (b) two (2) months of the forecasted monthly recurring charges or monthly commitmentlevel payments. Customer shall pay such cancellation amount immediately upon receipt of an invoice therefor.

2.7 Cancellation and Termination Charges After Service Date. lt'Cus,ortter tennitiores this Agrecmcnt or atiy Surviec after the Service Dr-ire forsuch Service hur prior to the end of the applicable Service 't'ann for tray reason other thou TELESP}IEItE '5- delimIt, then Casco, ocr titust payin,nieduttely to TELESI' t IERE ms hiumduted daniuges 75% nt rll mrttmdrly recnrring charpes associeteti with the ternilnoteti Serviccis) thrmot,lI,s 1-12 of the Service Term(s) mid It is agreed that TELESPHERE's damages in the event of early termination wilt be difficult toascenain. These provisions are therefore intended to establish a reasonable approximation of Telesphere's losses in the event of earlytcrrnination and are not intended as a penalty.

2.8 Repttlatorv and Legnl Chanocs, TIns Agreement. is subject to alt applicable U.S. federal, state and local laws, rules and regulations.TELESPHERE may discontinue, litnii, or impose additional requirements to the provision of Service, as required to meet regulatoryrequirements. It' changes its applicable law, regulation, rule or order materially affect delivery of Service (including the economic viabilitythèreot), the parties will negotiate appropriate changes to this Agreement. If the parties cannot reach agreement within 30 days afterTELESPHERE'S notice recuesting renegotiation: (a) TELESPHERE may, on a prospective basis after such 30 day period, pass any increaseddelivery costs on to Customer mmd (b) if TELESPHERE does so, Customer may upon notice givco to TELESPHERE within 30 days afterdelivery of the notice of thc increased charges terminate the affected Service, unless TELESPHERE agrees to waive the increased charges.

ARTICLES. DEFAULT

lf(A) Customer fails to make any payment when due and such failure continues for S business days after written notice from TELESPHERE, or (B)either party fatls to observe or perform any other materiat tcnn of this Agreement and such failure continues for 30 days after written notice from theother party, then the noit-defaulting party may: (i) terminate this Agreement and/or any Sales Order, in whole or in part, andlor (ii) subject to Articles2 and 4, pursue any remedies it may have at law or in equity. if Customer gives TELESPHERE notice of breach and such breach isnot capable ofcure within a 31) day period, the time for 'FELESPHERE to cure will be exended to 90 days from the date that TF,LESPHERE received tioticeofsuch breach so long as TELESPITE-RE is diligently attenaptitig to remedy such breach during that period. Customer's rights under this Section are itiaddition to Customer's righrs under any Service Schedule.

ARTiCLE 4. LIA1IL1'1SES MD SERVICE LEVELS

4.1 No Special Damages. Subject to Section 2.6 and the Service Schedules, neither party shall be hi-ahie t'or any damages for 1ost protits, lostrevettucs, less ot' goodwill, toss ot' anticipated savings, loss of' data or cost of purchasing replacement services, or any indirect, incideotat,

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MSA- Telesphere Nietworks Confidential- September2009

special, consequential, exanpiasy or punitive damages arising out of die performance or failure to perform under this Agreement or any SalesOrder.

4.2 DIsclaimer or Warranties. ThLESPHERE MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPUED, EITHER INFACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY ORFITNESS FOR A PARTiCULAR USE. EXCEPT THOSE EXPRESSLY SET fORTH IN 'fillS AGREEMENT OR ANY APPLICABLESERVICE SCHEDULE.

4,3 Support and Service Level Commitments. Customer Will report any issues with Set-vice to Telesphe,e Support". Contact information forTelesphere Support is provided above and at w w.TeIesvhere,m. If TELESPHERE does not meet a Service Level guarantee, on Customer'srequest a credit will he issued to Customer as stated in the applicable Service Schedule. TELESPHERE'S maintenance log and trouble ticketingsystems are used to calculate Service Level evqnts. To request a credit, Customer must deliver a written request (with sufficient detail toidenti5' the affected Service) within 30 days after the end of the month in which the event occurred. Total monthly credits will never exceed thecharges for the iffected Service for that month, Customefs sole remedies for any non.perfomnncc, outages, failures to deliver or defects inService arc contained in the Service Schedule applicable to the affected Service. If. in responding to a Customer-initiated service ticket.TELESPHERE reasonably determines that thc cause of such service ticket is a failure, malfunction or inadequacy of Customer-provided internalwiring, equipment, or software (including Customer Owned System Equipment), or due to unauthorized eqtsipmeztt attached to the Telcsphcremanaged network. Customer will pay TELESPHERE for its tmubleshooting service at TELESPHERE's then prevailing rates.

ARTICLES. GENERAL TERMS

5.1 jSssis'nment: Chanpe In Stafta, Neither party may assign this Agreement without the prior written consent of the other party, not to beunreasonably conditioned, withheld or delayed; provided that, either party may, without consent, assign its rights and/or obligatiotis hereunder(a) to any parent, affiliate or subsidia'y of such party, (b) pursuant to any merger, acquisition, reorganization, sale or transfer of all orsubstantially afl its assets, provided that the proposed assignee agrees in writing to be bound by all provisions of this Agreement, or (a) withrespect to Telesphere only, any collateral assignment for purposes of financing.

5.2 Force Maleure. Neither party is liable for any failure of performance (other than for delay in the payment of money due and payab]ehereunder) If such failure is due to any cause or causes beyond such party's reasonable control, including without limitation, acts of God, tire,explosion, vandalism, cable cut, adverse weather conditions, governmental action, strikes and similar labor difficulties, and supplier failures.Either party's invocation of this clause will not relieve Customer of its obligation to pay for any Services actually provided or permit Customerto terminate any Services except as expressly provided herein. In the event such force majeurc event continues for more than ten consecutivedays, Customer may terminate the affected portion of the Services, without liability for any early termination fee or charge. This right is inaddition to Customer's rights under the applicable Service Schedule.

5.3 Public Releases, Use of Name. Without the prior written consent of the other party, except as may be required by law, neither party may Issueanews release, public announcement, advertisement or other form of publicity concerning the existence of the Agreement or the Services.Without TELESPHERE'S consent, Customer may not use TELESPHERE's name, logo or service mark in marketing services to end users.

5.4 tujtlaorlzed Ilsest Data Protection. Customer may use Services only fir authorized mid lawful purposes. Customer will not resell any of theServices. Customer will not use the Services for excessive uses such as auto-dialing, fax broadcasting (i.e., repeated transmission of unsolicitedfaxes), or similar excessive uses, Customefs use of Service shall comply with TELESPI-JERES Acceptable Use Policy and Privacy Policy, ascommunicated in writing to Customer from time to time and which are also available through TELESPHERE'S web site (www.telesphere.com).Customer consents that TEI.ESPHERE may usc Customer data for the performance of TELESPI-IBIIE'S obligations and the exercise ofTELESPHERE'S rights under this Agreement, including storing, processing or transferring data to or from the United States.

5.5 Intellectual Property sad PublicIty. Neither party is granted a license or other right (express, implied or otherwise) to use any trademarks,copyrights, service marks, trade names, patents, trade secrets or other form of intellectual property of the other party or its affiliates without theexpress prior written authorization of the other party. Neither party will Issue any press release or other public statement relating to thisAgreement, except as may be required by law or agreed between the parties in writing. Any information or documentation disclosed betweenthe parties during the performance of this Agreement (including this Agreement) will be subject to the terms and conditions of the applicablenon-disclosure agreement then in effect between the parties, and if none, the parties agree to treat the terms of this Agreement and allinformation of a confidential nature obtained in the performance of this Agreement as confidential.

5.6 Portiuv of Customer Numbers. Upon TEI.ESPHERE's receipt of Customer's request to port any Customer telephone number(s),TELESPI4ERE will fhcilitate porting of the telephone number(s) identified in such request either to or from a telecommunications carrier àranother interconnected Vol? provider by taking without unreasonable delay all steps necessary to initiate or allow a port-in or port.out, whetherperformed by TELESPI-IERE itself or through the telecommunications carriers, if any, that TELESPHERE relies on to obtain telephonenumbers.

5.7 Governlnv Law and JurIsdictIon. The laws of the State of Arizona will govern this Agreement, without reference to its principles of conflictsof laws, and Customer consents to the exclusive jurisdiction ond venue of the State and federal courts in Denver County, Colorado If eitherparty commences litigation under this Agreement, the prevailing party will be reimbursed its costs, attorneys' fees, and other litigation expensesby the other party. No action. regardless of form, arising out of this Agreement may be brought more than one year after the cause of action hasarisen. The parties waive the right to invoke any different limitation on the bringing of actions provided under state law,

52 Nonexeltistvitv. This Agreement is non-exclusive. Nothing in this Agreement prevents either party (torn entering into similar arrangementswith other entities.

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MSA- Telesphere Networks Confidential- September 2009

5.9 Notices. Any notice required or given under this Agreement will be in witing and will be made to the contact and address set forth on the coverpage of this Agrecmcnt. Such address and cnrnact information maybe changed by either party by notice to the other party in accordlnce withthis paragraph. A notice will be deemed lobe duly given (I) on the date of delivery ilpersonally delivered by hand or by a nationally recogniuedovernight express courier, (ii) upon the third day after such notice is deposited in the United States mail, if mailed by registered or certified mail.postage prepaid, return receipt requested, or (ii) if sent by e-mail or fax, when the receipt of the e-mail or fax is acknowledged in writing (whichacknowledgement may be by e-mail or fax).

5.10 Survlval Entire Act-cement. The terms anti conditions of this Agreement will survive the expiration or other temiination of this Agreement tothe fullest extent necessary for their enforcement and for the realization of the benefit thereof by the party in whose fhvor they operate. ThisAgreement (which includes the Sales Order(s), Service Schedules, and any other attachments, and addenda) constitutes the entire agreement ofthe parties with respect to the subject matter, and supersedes any prior agreements and aegotiations. In the event of a conflict, thc terms of aSales Order prevail over a Service Schedule, which prevails over these terms. Any modifications, amendments, supplements to or waivers ofthis Agreement must be in writing and executed by authorized representatives of both parties.

ARTICLE 6: ADVISORY RELATING TO 9t1 SERVLCES

PURSUANT TO FCC REQUIREMENTS, TELESPHERE IS REQUIRED TO ADVISE YOU OF ANY LIMITATIONS THAT ITS E9I I SERVICEMAY HAVE IN COMPARISON TO TRADITIONAL 91 I SERVICE. BY SIGNING BELOW, CUSTOMER ACKNOWLEDGES THATTELESPHERE HAS ADVISED IT OF THESE LIMiTATIONS AND ThAT CUSTOMER ACCEPTS THE SERVICES WITH THE FOlLOWINGLIM ITATIONS:

POWER FAiLuRES: TELEPHONE SERVICE OVER INDIVIDUAL POTS LINF.S IS GENERALLY NOT INTERRUPTED IN THE EVENT OF APOWER FAILURE BECAUSE THE TELEPHONE LINE CONTAINS SUFFICIENT LINE POWER FOR PHONES THAT DO NOT REQUIRE ASEPARATE AC POWER ADAPTER. WHETHER YOUR SERVICE IS VOIP OR OrUERWISE, IF YOU RECEIVE YOUR PHONE SERVICEOVER A CIRCUIT THAT ISA Ti OR GREATER, TImOUGlI AN ON-SITE PBX, OR THROUGH A PHONE THAT REQUIRES AN AC POWERADAPTER, IN THE F.VENT OF A POWER FAILURE THAT EXCEEDED THE DURATION OF ANY ON-SITE POWER SUPPLY BACKUP.SUCH AS A BATTERY PACK OR OENERAThR, THEN YOU WOULD NOT HAVE PHONE SERVICE OR 911 SERViCE UNTIL POWER WASRESTORED.

ChANGE OF ri/ONE LOCATION: IF YOU MOVE YOUR PIIONE TO A DIFFERENT LOCATION (INCLUDING A DIFFERENT FLOOR OFYOUR BUILDING, OR TO ANOTHER BUILDING), AND DO NOT REPORT YOUR NEW LOCATION TO US, THE ADDRESSAUTOMATICALLY REPORTED IN CONNECTION wrrii A 911 CALL WOULD BE THE ADDRESS THAT YOU SUPPLIED US, NOT THENEW LOCATION TO WHICH YOU HAVE MOVED YOUR PHONE. ALSO, AFTER YOU NOTIFY US OF A NEW REGISTERED LOCATIONFOR A PHONE, THERE MAY BE A DELAY IN MAKING TIlE NEW REGISTERED LOCATION AVAILABLE IN OR THROUGH THEAUTOMATIC LOCATION INFORMATION (ALI} DATABASE. IT IS THEREFORE iMPORTANT THAT YOU NOTIFY US IN ADVANCE IFYOU PLAN TO MOVE ANY PHONES THAT WE MANAGE TO ANOTHER LOCATION.

CALLBACK PHONE NUMBER: IF YOU CALL. 911, THE SYSTEM AUTOMATICALLY TRANSMITS A CALLBACK PHONE NUMBER. IFYOU RAVE MULTIPLE PHONES ON A SINGLE FLOOR, AND A SINGLE SPECIFIC CALLBACK NUMBER HAS BEEN DESIGNATED ASTill! NUMBER THAT IS TRANSMIflED, THEN II' THIS CALLBACK NUMBER IS NOT THE NUMBER FROM WHICH TIlE 911 CALL ISPLACED, A DELAY IN RESPONDING TO ThE 91! CALL COULD OCCUR IF THE PERSON ANSWERING THE CALLBACK NUMBER WASUNAWARE OF THE EVENT THAT PROMPTED '11111 911 CALL.

CIRCUIT OUTAGE: DURING AN OUTAGE IN Till! CIRCUIT THAT CUSTOMER'S TELESPHERE PHONE USES, WHICH IS EITHER ATELESPHERE MANAGED PRIVATE CIRCLJFI OR IN SOME CASES OVER A BROADBAND rNTIZRNIIT CONNECTION (E.G., TELESP}IEREFUSION OR TELESPIIERE REMOTETM), THEN DURING AN OUTAGE TO SUCH CIRCUIT CUSTOMERS VOICE SERVICE WILL BEINTERKIIJ'fl31.) AND 911 SERVICE WOULD NOT FUNCTION DURING SUCH INTERRUPTION.

L4OSLS: TELESPHERE WILL PROVIDE CUSTOMER WITH ADHESIVE LABELS THAT ALERT USERS TO Till! LIMITATION IN THISSECTION. THE FEDERAL COMMUNICATIONS COMMISSION RECOMMENDS THAT CUSTOMER PLACE THESE LABELS ON OR NEARTHE IP PHONES ASSOCIA ltD WITH THE SERVICES,

EXECUTED by I ELESPIIERE an' Customer on the date at forth below, lobe effective as the Effective I)ate.

TELE&P H NETW K

By:

Name:QtL\( sJkfTitle: Q51t/1

Date: 3)'Ji.i

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MSA- bIosphere Networks Confidential. September 2OO

ROCKY MOUNTAIN HIDTA

By:

Name:

Title:

Date:

BOARD OP COUNTY COMMISSIONERSOF TUE COUNTY OF DOUGLAS

BY:Douglas .1. Defiord, County Managtr

DATE: yIS(/ /

APPROVED AS TO FISCAL CONTENT:

Andrew CuplaudDirector of Finance

DATE

RMHIDTA

APPROVED AS TO LEGAL I?ORM:

.4Kelly Ibmn away

Deputy County tterne

DATE:'L,

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MSA- leleuptiere Networks Confldertftel- September 2009

SERVICE SCHEDULE

TELESPRERE CoMPLETE"', TELESPEERE SELECT"', AND TELESPIIERE CONNECT"'

1. Applicahitltv. This Service Schedule applies when Customer orders Telesphere Complete, Telesphere Select, or Telespliere ConnectService and is a part of the Master Services Agreement between Telesphere and Customer. Except as expressly modified In this ServiceSchedule, this Service Schedule will be governed by the terms and conditions in the Master Services Agreement.

2. Access to Customer Premtses. If access to Customer's premises is required for the installation, maintenance, or removal of Tetesphere SystemEquipment (as defined below), Customer will ensure that Telesphere has reasonable access to the premises, and will use commerciallyreasonable eftorts to obtain any necessary third party consents.

3. System )qul;mtnt.

3.1 System 5puipmeni Definitions.

asystem Equipment" refers to the equipment that Telesphero uses to provide die Services. System Equipment includes both Telesphere OwnedSystem Equipment and Customer Owned System Equipment

'Cu.c,tomer Owned System Equipment" refers to items of System Equipment owned by Customer, or equipment that is purchased or leased byCustomer, or which is specifically identified in one or more Sales Orders as Customer owned equipment that Telespherc will manage as part ofthe System Equipment For example, tinder Telesphere Select, the IP phones are Customer Owned System Equipment.

'Teiesphere Owned System Equipment" retS to all of the System Equipment that is not Customer Owned System Equipment For example,the rack mognted router/switch and battery backup placed on the Customer premises are examples of Telesphere Owned System Equipment.Under Telesphere Complete, the IP phones are also Telesphere Owned System Equipment.

32 Care of Svurm Rqpipmen. To enable Telesphere to control the quality of the Services, Customer agrees that (i) it will not relocate,modi5t, or disconnect any System Equipment; (ii) it will not attach any System Equipment to any circuit other then the Telespherc managedcircuit, or to any other service providec and (iii) it will not atlach any unauthorized cable or equipment to the Network. Customer Is in the bestposition to manage the risk of loss for equipment or, its premises. Customer therefore agrees that it will take reasonable measures to protectTetesphere Owned System Equipment on its premises, and that it Will be responsible for the replacement value of Telesphece Owned SystemEquipment that is lost, stolen, or damaged (excepting normal wear and tear) while on Customer's premises. or thai is not relurneti to Telesphereas required by this Agreement Customer will use reasonable coijonercial efforts to maintain the premises where Te]espherc Owned SystemEquipment is stored or used within toad itions (including room temperature) that are customary and reasonable for such equipment Telespheremay at its election place a bar code or other identifying sticker on any item of 'l'clespherc Owned System Equipment located at Customer'spremises, end Customer will not remove such identification. Tcicsphcre may also file a Uniform Commercial Code Financing Statement toprovide notice of its ownership of the Telesphere Owned System Equipment.

33 Defective Tc/e,cnhe, Owned System Faulomen:. Tclesphcrc will repair or replace any defective Telesphere Owned System Equipment atno charge to Customer unless it is determined that Customer is responsible for such equipment fisilurc. My Telesphere Owned SystemEquipment (and any replacements thereof) may be refurbished equipment, so long as the equipment is of good quality and appearance andsupports the Services.

14 Return of Telesphere Obw,ed System Equipment. Upon the termination of this Agreement, Customer will properly pack and ship allTelesphere Owned System Equipment (as defined below) to Telesphere and Telesphere will pay the shipping expenses. If Customer has notreturned the Telesphere Owned System Equipment within two weeks after the tennlnation of this Agreement then upon not less than 24 hours'prior notice, Customer W411 provide access to 'ItLESPl-IERE antiJor its agents during normal business hours for the retrieval of the TelesphereOwned System Equipment from Customer's premises and Customer will pay to Telcsphcrc a $1000 equipment return fce per Customer location.Customer hereby grants Telespherc the right to recover Telesphere Owned System Equipment from Customer's premises upon termination ofthis Agreement.

4. Service Level Guaiwntces. The fellowing Service Level Guarantees and remedies apply to this Service.

SERVICE AVAILABILITY PERFORMANCE OBJECTIVE: 99.999%

Unscheduled Service Outages (as defined below) exceeding the thresholds specified below will qualify Customer for credits to the MonthlyRecurring Charge (MRC) of the Affected Services (as defined beiow).

LATENCY PERFORMANCE OBJECTIVE: 75 ms or less round-trip (U.SCanada) between a Customer served location and a TelespherePoint of Presence.

Service Schedule - Telesphere Networks Confidential- September 2009

PERFORMANCE GUARANTEES

Service Outage. "Service Outage" exists when a particular Customer location (I) subscribes solely to data services (with no voice services) andhas an outage relating ton circuit managed by Telesphere (including any outage caused by a failure of Telesphere Owned System Equipment),such that Customer is unable to access the internet, or Telesphere is unable to transmit and receive any I? packets on Customer's bchalf or (ii)subscribes to Telesphere Complete or Telesphere Select and has an outage relating to circuit managed by Telesphere (including any outagecaused by a failure of Telesphere Owned System Equipment), such that Customer is unable to access the internet or to communicate with oraccess any other telecommunications providers via the Public Switched Telephonc Network, or Telesphere is unable to transmit and receive anyip packets on Customer's behalf (collectively, the "Affected Service?'); and in each such case Customer notifies Telesphere technical support ofsuch failure. A Service Outage is measured from the time the trouble ticket is opened to the time the Affected Service is restored. To qualifor service credits, a trouble ticket for a Service Outage must be opened within 48 hours of the event for which a service credit is claimed.Outages attributable so the events or causes described under "Service Credit Exceptions and Limitation?' will not be included in the calculationof Service Outages.

Latency Mcawr(r,nent. The average rounthrip network delay ("Latency") Will be measured by the Tctcspherc Network Operations Center todetermine the average monthly performance level for Latency.

SERVICE CREDITS.

Service Outage: In the event cia Service Outage, Customer will be entitled to credits to the MRC relating to the Affected Service, as outlinedin the following table.

Latency: I he round-trip latency from a given Customer location (U.S-Canada) to a Telesphere Point of Presence (U.S-Canada) exceeds 75am average for any calendar month. Customer will receive 10% off of the MRC for the circuits relating to the Affected Service.

Upon Custo,ner's request to Tcicsphcre. made within 30 days after the last day of the calendar month in which the relevant SLA was not met,Customer shall be entitled to service credits as set forth herein. A credit will be applied to the following month's invoice. Customer's soleremedy for Telesphere's failure to meet any service level objective will be the application of credits expressly specified in this SLA for suchfailure.

Service CredIt Exeep(ions and Limitations. No service credits will be given for Service Outages that are (a) caused in whole or in part by thenegligence or acts or omissions of Customer or its end users or agents; (b) duo to failure of power, unauthorized equipment, or equipmentprovided by Customer or 3' parties; (c) due to deficiencies in Customer's LAN or in the wiring, cabling, and environmental conditions(including appropriate room temperature) inside the Customer premises; (d) during any period in which TELESP}IERE is not given access tothe Service premises; (e) part of a planned outage for maintenance; or (t) due to a force majeure event. Due to the susceptibility of the publicinternct to outages and other service quality issues beyond the control of Telesphere, no service credits will be issued for any servicedeficiencies relating to any circuit not managed by Telesphere, or to any prtmaay customer connection via the public internet, such as DSL,cable modem, or the like, whether such deficiencies are due to outages, latency, or other quality of service deflcieacies. Service Credits are notapplied to Taxcs and fees. In no event will Service Credits in any calendar month exceed 100% of the total MRC payable by Customer for theAffetcd Services in that month.

Backup To Primary Manned Circuit. If Customer provides a DSL circuit, then at Customer's request Telesphere will supply the equipmentand configuration necessary to provide automatic failover from a Telesphere managed primary circuit to a Customer provided DSL circuit in theevent of a temporary outage in the Telesphere managed primary circuit.

Maintenance. Normal Maintenance refers to upgTadcs of hardware or software or upgrades to increase apathy. Normal Maintenance maytemporarily degrade the quality of the Service, including possible outages. Tclesphcre agrees to provide 72 hours notice to customer of anyplanned outage. Such effects related to Normal Maintenance shalt not give rise to service credits under this SLA. Normal Maintenance shall beundertaken only on Sunday and Wednesday mornings between the hours of 12:00 AM and 6;00 AM Local Time. For purposes of this SLA,"Local Time" refers to the local time in the time zone in which an Affected Service is located.

TerminatIon Qf Affected Service For Chronic CircuIt issues. Customer may terminatc the Affected Services for a particular customerlocation without penalty if, in any single calcndar mootli there are (I) two or more circuit outages of eight hours or more at the same location; or(ii) one continuous uninterrupted circuit outage of twenty-four hours or more at the same location, excluding, however, in each case the timethat a backup circuit managed by Telesphcrc enables Tclesphere to transmit and receive lP packets on Customer's behalf. Such terminationmust be effected by writtctt notice as provided in the Master Services Agreement, with a courtesy copy to the nutrition of Telesphere'sPresident. and such notice must be given within five (5) business days following the cod of the relevant calendar month. Such tennination willbe effective ten (10) business days after Telcsphcre's receipt of such notice if during such ten business day period Tcicsphere is unable to cure

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Service Schedule - Telesphere Networks Confidantial- September 2009

Aggregate Length Of Service Outage InCalendar Month Credit

3 minutes No credit

>30 minutes and 2 hours 2% of tbeMRC for the Affected Service

>2 hours 5% of the MRC of the Affected Service for each fillhour ofService Outage over 2 hours.

the alleged deficiency to Customer's reasonable satisfaction. Due to the susceptibility of the public intcmel to outages beyond the control ofTelesphere, this termination Tight does not apply for any Customer location at which the primary customer connection is via the public internet(e.g.. DSL or cable modem). Outages attributable to the events or causes described under 'Scrvicc Credit Exceptions and Limitations" will notbe included in the calculation of circuit outages.

9. Reduction in Manaped JP Phones fluting Business Pawathen.

9.1 Reduction /n Phones. In the event of a reduction in the size or scope of Customer's operations at any Customer location that results in areduction in Customer's workforce at such location, Customer may over the remainder of the term reduce the number of Telesphere managedIP phones at such location by up to 20% from the number of managed lP phones at such location on the date that Customer first requests areduction. For example, if a location has 30 managed II' phones at the time of the first reduction, Customer may reduce the number ofmanaged II' phones at such tocation by upto six phones over the remainder of the term.

9.2 CondiCnns to Any J?ejucppn. The termination right in tim previous paragraph is subject to the following additional conditions:

The termination right will apply only if the original Service Term of Customer's Sales Ordcrs is 36 months or more.The termination right will nut apply to any change resulting from a decision by Customer to transfer portions of its telecommunicationsservices at such location to carriers other than Telesphere.This provision does not constitute a waiver of any charges incurred by Customer prior to the effective date of the reduction.Customer must pay any installation/activation charges that were waived with respect to the terminated phones. In addition, for eachphone terminated as a part of Telcsphere Complete, an administratio&relurbishment charge of $200 per phone will apply. If the phonesterminated were ordered as a pail ofTelesphere Select, an ndminlsntion fee of $100 per phone Will apply.

(c) This provision will not apply during the first six months of the Service Term for the phones proposed to be terminated and it cannot beused unless Customer's account is current (ic. no balance older than 30 days) and only if Customer is not otherwise in default under theAgreetnestt.

(1) The termination right is contingent upon the return to Telesphere of alt fl' phones for which Services nrc terminated, to the extant suchphones arc owned by Telesphcre (i.e., if such phones were ordered as part of Telesphere Complete).Any reductions in the number of phones in excess of the foregoing will be subject to the termination liability provisions in theAgreement.My additional phones thereafter ordered by Customer will be subject to the nonrecurring per phone charge for installation/activationthen in effect.

9.3 ,i4fustmeni to Monthly Cjrarqtss Subject to compliance with the foregoing the monthly recurring charges for Services will be redueed by theamount that was charged monthly for the terminated phone (or phones) prior to the termination, with such reduction to be effective as of theend of the 30 day notice period, unless (lie tennination notice from Customer specifics a tennination date that is inem than 30 days fr thenotice.

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Service Schedule - Telesphere Networks Confidential- September2009

SERVICE SCHEDULE

TELESPHERE FUSIONTM AN!) TELF.SV}LERC REMOTETH

I. Aunticabllf Iv. This Service Schedule applies to Service under Telesphere Fusion or Telesphere Remote and is a part of the MasterServices Agreement between Telesphere and Customer. Escept as npreasly modified In this Service Schedule, this Service Schedulewill be governed by the terms and conditions In the Muster Services Agreement.

2. System Equipment.

2.1 System Equipment Definitiomt.

"System Equipment" refers to the equipment that Telesphere uses to provide the Services. System Equipment includes both Telesphere OwnedSystem Equipment and Customer Owned System Equipment.

"Customer Owned System Equipment" rctbrs to items of System Equipntenc owned by Customer, or equipment that is purchased or leased byCustomer, or which is speeffical[v identified in one or more Sales Orders as Customer owned equipment that Telcsphere Will manage as part ofthe System Equipment.

°Teiespli err Owned S,rstem Equipment" refers to a'1 of the System Equipment that is not Customer Owned System Equipment For example,the ratter/switch placed on the Customer premises is an example of Telesphere Owned System Equipment.

2.2 Care of Si'xiem Equlp;netii. To enable Telespliere to control the quality of the Services, Customer agrees that it will not relocate, modifr, ordisconnect any System Equipment. Customer is in the best position to manage the risk of loss for equipment on its premises. Customertherefore agrees that it Will take reasonab'e measures to protect Te?esphere Owned System Equipment on its premises, and that it Will beresponsible for the replacement value of Telesphere Owned System Equipment that is lost, stolen, or damaged (excepting normal wear and tear)while on Customer's premises, or that is not returned to Telesphere as required by this Agreement. Customer will use reasonable commercialefforts to maintain the premises where Telesphere Owned System Equipment is stored or used within conditions (including room temperature)that art customary and reasonable for such equipment. Teiesphere may at its election place a bar code or other identi'ing sticker on any item ofTelesphere Owned System Equipment located at Customer's premises, and Cuslomer will not remove such identification. Telesphere may alsotile a Uniform Commercial Code Financin Statement to provide notice of its ovmetship of the Telesphere Owned System Equipment.

2.3 Defec give Telesphere Omicd Sntem Equipment. Telesphere will repair or replace any defective Telesphere Owned System Equipment at nocharge to Customer unless it is determined that Customer is responsible for such equipment fa/lure. Any Telesphere Owned System Equipment(and any replacements thereot) may be refurbished equipment, so long as the equipment is of good qunlity and appearance and supports theServices.

2.4 Re/urn Qf 7'eJesp/,q,'r Owned .$i'stem Equipment. Upon the termination of this Agreement, Customer will properly pack and ship alt Tele.cphereOwned System Equipment to Telesphere and Telesphere will pay the shipping expenses. tf Customer has not returned the Telesphere OwnedSystem Equipment within two weeks after the termination of this Agreement, then upon not less than 24 hours' prior notice. Customer willprovide access to Tetesphere and/or its agents during nonnal business hours for the retrieval of the Telesphere Owned System Equipment fromCustomer's premises and Customer will pny to Telesphere a $200 equipment return fee per Customer location. Customer herchy grantsTelesphere the righl to recover Tcicsphere Owned Syslein Equipment Customer's premises upon tenniaustion of this Agreement.

3, ServIce Level. The Telacphcrc Fusion service requires a high speed broadband connection supplied by Customer. Events beyond our conlrolmay affect this sen-ice, such as power outages, fluctuations in the Internet, your wderlyiug ISP or broadband service, or maintenance. We willact in good faith to minimiec disTuptions to your usc oland -access to this service. but due to the susceptibility of the Public Internet to servicequality issues betond Jelespheres control, 'c cannot guaruntcc Ihe tlualitY of the sen-ice.

Service Schedule Fusion/Remote Telesphere Networks Confidential- September 2009