SCHEDULE OF EXCEPTIONS In connection with that certain Series 5 Preferred Stock Purchase Agreement dated as of June 9, 2011, by and among AliphCom (the "Company") and the persons and entities listed on the Schedule of Purchasers attached thereto (the "Agreement "), the Company hereby delivers this Schedule of Exceptions to the Company's representations and warranties given in the Agreement. This Schedule of Exceptions and the information and disclosures contained herein are intended only to qualify and limit the representations, warranties and covenants of the Company contained in the Agreement, and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. The section numbers in this Schedule correspond to the section numbers in the Agreement; provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated in any other section of the Agreement where such disclosure would be appropriate and reasonably apparent. Disclosure of any information or document herein is not a statement or admission that it is material or required to be disclosed herein. References to any document do not purport to be complete and are qualified in their entirety by the document itself. Capitalized terms used but not defined herein shall have the same meanings given them in the Agreement. 3.2 Subsidiaries. The Company has a wholly-owned subsidiary in the United Kingdom, Aliph Limited. In anticipation of a future reincorporation to Delaware, the Company formed a wholly owned subsidiary in Delaware in 2008, Aliph, Inc., which has no assets. The Company is in the process of establishing a Wholly-Foreign-Owned Entity ("WFOE") in Kunshan City, China, for the purpose of employing staff and conducting product development, manufacturing and operations support, sales and marketing activity in China. The Company expects the WFOE to be established in the t