PERMITTED TO BE MADE
AFTER THE CLOSING AND WHICH WILL BE DULY MADE ON A TIMELY BASIS) IN CONNECTION
WITH THE SALE OF THE NOTES AND WARRANTS.
SECTION 2.07.
OFFERING OF THE NOTES AND WARRANTS.
NEITHER THE COMPANY NOR
ANY PERSON AUTHORIZED OR EMPLOYED BY THE COMPANY AS AGENT, BROKER, DEALER OR
OTHERWISE IN CONNECTION WITH THE OFFERING OR SALE OF THE NOTES AND WARRANTS OR
ANY SECURITY OF THE COMPANY SIMILAR TO THE NOTES AND WARRANTS HAS OFFERED THE
NOTES AND WARRANTS OR ANY SUCH SIMILAR SECURITY FOR SALE TO, OR SOLICITED ANY
OFFER TO BUY THE NOTES AND WARRANTS OR ANY SUCH SIMILAR SECURITY FROM, OR
OTHERWISE APPROACHED OR NEGOTIATED WITH RESPECT THERETO WITH, ANY PERSON OR
PERSONS, AND NEITHER THE COMPANY NOR ANY PERSON ACTING ON ITS BEHALF HAS TAKEN
OR WILL TAKE ANY OTHER ACTION (INCLUDING, WITHOUT LIMITATION, ANY OFFER,
ISSUANCE OR SALE OF ANY SECURITY OF THE COMPANY UNDER CIRCUMSTANCES WHICH MIGHT
REQUIRE THE INTEGRATION OF OFFERS OR SALES OF SUCH SECURITY WITH THE OFFER AND
SALE OF THE NOTES AND WARRANTS UNDER THE SECURITIES ACT OR THE RULES AND
REGULATIONS OF THE SEC THEREUNDER), IN EITHER CASE SO AS TO SUBJECT THE
OFFERING, ISSUANCE OR SALE OF THE NOTES AND WARRANTS TO THE REGISTRATION
PROVISIONS OF THE SECURITIES ACT.
SECTION 2.08.
MATERIAL CHANGES.
EXCEPT AS SET FORTH IN SCHEDULE II ATTACHED
HERETO, SINCE JUNE 30, 2005, THERE HAS NOT BEEN (I) ANY DIRECT OR INDIRECT
REDEMPTION, PURCHASE OR OTHER ACQUISITION BY THE COMPANY OF ANY SHARES OF COMMON
STOCK; (II) ANY DECLARATION, SETTING ASIDE OR PAYMENT OF ANY DIVIDEND OR OTHER
DISTRIBUTION BY THE COMPANY WITH RESPECT TO COMMON STOCK; (III) ANY MATERIAL
LIABILITIES (ABSOLUTE, ACCRUED OR CONTINGENT) INCURRED OR ASSUMED BY THE
COMPANY, OTHER THAN CURRENT LIABILITIES INCURRED IN THE ORDINARY COURSE OF
BUSINESS, LIABILITIES UNDER CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS, PURCHASE PRICE PAYMENT OBLIGATIONS INCURRED IN CONNECTION WITH THE
ACQUISITION OF RED ROCK COMMUNICATIONS SOLUTIONS, INC. AND INTEGRATION
TECHNOLOGIES, INC. AND LIABILITIES NOT REQUIRED TO BE REFLECTED ON THE COMPANY'S
FINANCIAL STATEMENTS PURSUANT TO GAAP; (IV) ANY MORTGAGE, PLEDGE, SECURITY
INTEREST, ENCUMBRANCE, LIEN OR CHARGE OF ANY KIND (INCLUDING ANY CONDITIONAL
SALE OR OTHER TITLE RETENTION AGREEMENT, ANY LEASE IN THE NATURE THEREOF, AND
THE FILING OF OR AGREEMENT TO GIVE ANY FINANCING STATEMENT UNDER THE UNIFORM
COMMERCIAL CODE OR COMPARABLE LAW OF ANY JURISDICTION IN CONNECTION WITH SUCH
MORTGAGE, PLEDGE, SECURITY INTEREST, ENCUMBRANCE, LIEN OR CHARGE) (EACH, A
"LIEN") OR ADVERSE CLAIM ON ANY OF THE COMPANY'S PROPERTIES OR ASSETS, EXCEPT
FOR LIENS FOR TAXES NOT YET DUE AND PAYABLE, INTEREST OF LESSORS UNDER OPERATING
CAPITAL LEASES, PURCHASE MONEY LIENS, AMOUNTS DEPOSITED FOR SECURITY FOR SURETY
BONDS, LIENS INCURRED IN THE ORDINARY COURSE OF BUSINESS OR LIENS THAT ARE NOT
MATERIAL IN AMOUNT TO THE COMPANY AND ITS SUBSIDIARIES.
SECTION 2.09.
LITIGATION.
EXCEPT AS DISCLOSED IN THE SCHEDULE II ATTACHED
HERETO, THERE IS NO ACTION, SUIT, PROCEEDING OR INVESTIGATION PENDING OR, TO THE
COMPANY'S KNOWLEDGE, CURRENTLY THREATENED