1091756--3/13/2009--IBASIS

related topics

{system, service, information}

{financial, litigation, operation}

{product, market, service}

{acquisition, growth, future}

{stock, price, share}

{property, intellectual, protect}

{regulation, change, law}

{condition, economic, financial}

{personnel, key, retain}

{loss, insurance, financial}

{operation, international, foreign}

{capital, credit, financial}

{provision, law, control}

{stock, price, operating}

Factors That May Affect Future Results and Financial Condition Risks Related to our Historical Stock Option Granting Practices The investigation by the SEC has had, and may continue to have, a material adverse effect on us. We cannot predict the outcome of the SEC's formal investigation of our past stock option granting practices. The investigation has required, and may continue to require, significant management time and attention, as well as additional accounting and legal expense, and could result in civil and/or criminal actions seeking, among other things, injunctive and monetary relief from us. Following the Special Committee investigation, two derivative civil action lawsuits were brought, purportedly on our behalf, which have required and may continue to require significant management time and attention and result in significant legal expenses and may result in an unfavorable outcome against our management, which could require us to pay substantial judgments or settlements pursuant to any indemnification obligations that we may have with them, and which could have a material adverse effect on our business, financial condition and results of operations. Risks Related to Our Business Political and economic conditions and the current financial crisis in the U.S. and global capital and credit markets may adversely affect our revenue and results of operations and overall financial growth. Our results of operations may fluctuate and the market price of our common stock may fall. We may not be able to generate sufficient revenue and gross profit to achieve our revenue and profitability goals in the long term if telecommunications carriers and other communications service providers are reluctant to use our services in sufficient volume. We may not be able to maintain our NASDAQ Global Market listing. We may not be able to collect amounts due to us from our customers and we may have to disgorge amounts already paid. We may not be able to obtain sufficient or cost-effective termination capacity to particular destinations. We may increase costs and risks in our business to the extent we rely on third parties. We may not be able to succeed in the intensely competitive market for our wholesale Trading services, prepaid calling and mobile operator enhanced services. We are subject to downward pricing pressures and a continuing need to renegotiate overseas rates. A variety of risks associated with our international operations could materially adversely affect our business. We may enter into strategic outsourcing transactions and undertake acquisitions or dispositions, or may be the target of similar strategic initiatives, that could be difficult to integrate or could damage our business. If we are unable to effectively integrate any new business into our overall business operations, our costs may increase and our business results may suffer significantly. If we are not able to keep up with rapid technological change in a cost-effective way, the relative quality of our services could suffer. We may not be able to expand and upgrade our network adequately and cost-effectively to accommodate any future growth. We may not be able to maintain our routing, reporting, and billing systems and related databases adequately and cost-effectively to accommodate our continuing needs. Single points of failure on our network may make our business vulnerable. We depend on our current personnel and may have difficulty attracting and retaining the skilled employees we need to execute our business plan. We will need to retain skilled personnel to execute our plans. We cannot ensure that our existing capital will be sufficient to meet our requirements for the future and a failure to obtain necessary additional capital could jeopardize our operations. Risks Related to Regulatory Matters The telecommunications industry is subject to domestic governmental regulation and legal uncertainties and other laws that could materially increase our costs and prevent us from executing our business plan. Foreign government telecommunications regulation could also affect our costs. Other international governmental regulation and legal uncertainties and other laws could limit our ability to provide our services, make them more expensive, or subject us or our employees to legal or criminal liability. Risks Related to Our Intellectual Property If we are unable to protect our intellectual property, our competitive position would be adversely affected. Our services might be found to infringe the intellectual property rights of others. We rely on a variety of technologies, primarily software, which is licensed from third parties or is freely available. Risks Related to the Internet and Internet Telephony Industry If the public Internet infrastructure is not adequately maintained, we may be unable to maintain the quality of our services and provide them in a timely and consistent manner. Network security breaches could adversely affect our operations. Undetected defects in our technology could adversely affect our operations. Our ability to provide our services using the Internet may be adversely affected by computer vandalism. Risks Related to the KPN Transaction We may not be able to timely and successfully integrate KPN' international wholesale voice business with our operations, and thus we may fail to realize all of the anticipated benefits of the KPN Transaction. KPN owns a majority of the shares of our common stock, and we are a controlled company within the meaning of NASDAQ Marketplace Rules. KPN may sell all or a substantial portion of its shares at any time in the future, which could cause the market price of our common stock to decline. Provisions of our governing documents and Delaware law could also discourage acquisition proposals or delay a change in control. Our business could be adversely affected by changes in our commercial dealings with Royal KPN and its subsidiaries. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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1091756--3/13/2009--IBASIS_INC