AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

Among

AT&T INC.

INDEPENDENCE MERGER SUB INC.,

and

CENTENNIAL COMMUNICATIONS CORP.

Dated as of November 7, 2008

TABLE OF CONTENTS

INDEX OF DEFINED TERMS

     AGREEMENT AND PLAN OF MERGER, dated as of November 7, 2008 (this “ Agreement ”) among AT&T Inc., a Delaware corporation (“ Parent ”), Independence Merger Sub Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“ Merger Sub ”) and Centennial Communications Corp., a Delaware corporation (the “ Company ”).

W I T N E S S E T H:

     WHEREAS, the respective boards of directors of each of Merger Sub and the Company have approved and declared advisable, and Parent’s board of directors has approved, this Agreement and the transactions contemplated hereby, including the merger of Merger Sub with and into the Company (the “ Merger ”), upon the terms and subject to the conditions set forth in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the “ DGCL ”); and

     WHEREAS, concurrent with the execution of this Agreement, as an inducement to Parent’s and Merger Sub’s willingness to enter into this Agreement and incurring the obligations set forth herein, a stockholder of the Company, who beneficially or of record holds an aggregate of approximately eighteen percent (18%) of the outstanding shares of Company Common Stock, has entered into a Voting Agreement, dated as of the date hereof, with Parent (the “ Voting Agreement ”), pursuant to which, upon the terms set forth therein, such stockholder has agreed to vote the shares of Company Common Stock over which it has voting control in favor of the adoption of this Agreement; and

     WHEREAS, concurrent with the execution of this Agreement, Parent and the Company have entered into an Amendment Agreement, dated as of the date hereof, (the “ Amendment Agreement ”), pursuant to which, upon the terms set forth therein, the parties have agreed to amend that certain IMR Agreement, by and between Subsidiaries of Parent and the Company.

     NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, each of Parent, Merger Sub and the Company agrees as follows:

ARTICLE I

THE MERGER

     Section 1.1 The Merger . Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, Merger Sub shall be merged with and into the Company at the Effective Time. Following the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation (the “ Surviving Corporation ”).

     Section 1.2 Closing . The closing of the Merger (the “ Closing ”) shall take place at 10:00 a.m., local time, on a date to be specified by the parties in writing which shall be no later than the third business day after the satisfaction or waiver (to the extent permitted by applicable Law of the conditions set forth in Article VI (other than those conditions that, by their

terms, are to be satisfied by action at the Closing, but subject to such satisfaction or waiver) at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004 or at such other location or time and date that the parties hereto agree in writing. The date on which the Closing actually occurs (in accordance with the foregoing sentence) is referred to in this Agreement as the “ Closing Date .”

     Section 1.3 Effective Time . Immediately following the Closing, the Company and Parent shall execute and file in the office of the Secretary of State of the State of Delaware a certificate of merger, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the “ Certificate of Merger ”). The Merger shall become effective at the time of filing of the Certificate of Merger, or at such later time as is agreed upon by the parties hereto and set forth therein (such time as the Merger becomes effective is referred to herein as the “ Effective Time ”).

     Section 1.4 Effects of the Merger . The Merger shall have the effects set forth in the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation, and all debts, liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation.

     Section 1.5 Certificate of Incorporation and By-laws of the Surviving Corporation .

          (a) At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by applicable Law (and subject to Section 5.11 hereof).

          (b) At the Effective Time, the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation and the Company shall, prior to the Closing, take all steps necessary to implement the foregoing.

     Section 1.6 Directors and Officers . The board of directors of Merger Sub immediately prior to the Effective Time shall be the initial board of directors of the Surviving Corporation, and the officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, until their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation, and the Company shall, prior to the Closing, take all steps necessary to implement the foregoing.

ARTICLE II

CONVERSION OF SHARES; EXCHANGE OF CERTIFICATES

     Section 2.1 Effect on Stock . At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holders of any securities of the Company or Merger Sub:

          (a) Conversion of Company Common Stock . Subject to Section 2.1(d) , each share of common stock, par value $0.01 per share (“ Company Common Stock ”), of the Company (other than Excluded Shares, Dissenting Shares (to the extent provided in Section 2.1(d) ) and Parent Shares) issued and outstanding immediately prior to the Effective Time shall thereupon be converted into and shall thereafter represent the right to receive $8.50 in cash, without interest (the “ Merger Consideration ”).

All shares of Company Common Stock to be converted into Merger Consideration pursuant to this Article II shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be cancelled and cease to exist, and each holder of a Certificate, other than a Certificate for Excluded Shares, shall thereafter cease to have any rights with respect to such shares of Company Common Stock formerly represented thereby, except the right to receive the Merger Consideration into which such shares of Company Common Stock have been converted.

          (b) Treasury Shares; Parent and Merger Sub Owned Shares . Each share of Company Common Stock held in treasury of the Company (the “ Company Owned Shares ”) shall automatically be cancelled, and no Merger Consideration shall be delivered in exchange therefor. All shares of Company Common Stock owned by Parent, Merger Sub or any direct or indirect wholly-owned Subsidiary of Parent or the Company (the “ Parent Shares ” and, together with the Company Owned Shares, collectively, the “ Excluded Shares ”) shall remain outstanding and unaffected by the Merger and shall not be converted into the Merger Consideration.

          (c) Conversion of Merger Sub Common Stock . Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

          (d) Dissenting Shares .

          (i) Notwithstanding any provision of this Agreement to the contrary, other than Section 2.1(d)(ii) , any shares of Company Common Stock held by a holder who has perfected a demand for appraisal rights for such shares pursuant to Section 262 of the DGCL and who, as of the Effective Time, has not effectively withdrawn or lost the right to appraisal under Section 262 of the DGCL (“ Dissenting Shares ”), shall not be converted into or represent a right to receive Merger Consideration pursuant to Section 2.1(a) , but instead shall be converted into the right to receive only such consideration as may be determined to be due with respect to such Dissenting Shares under the DGCL. From and after

the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of an equity owner of the Surviving Corporation or of a stockholder of Parent.

          (ii) Notwithstanding the provisions of Section 2.1(d)(i) , if any holder of shares of Company Common Stock who demands appraisal for such shares in accordance with the DGCL shall effectively withdraw or lose (through failure to perfect or otherwise) such appraisal right, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall no longer be Dissenting Shares and shall automatically be converted into and represent only the right to receive Merger Consideration as set forth in Section 2.1(a) of this Agreement, without any interest thereon.

          (iii) The Company shall give Parent (A) prompt notice of any written demands for appraisal rights of any shares of Company Common Stock, withdrawals of such demands, and any other instruments served pursuant to the DGCL and received by the Company which relate to any such demand for appraisal rights and (B) the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal rights under the DGCL. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal rights of Company Common Stock or offer to settle or settle any such demands.

     Section 2.2 Paying Agent; Surrender and Payment .

          (a) Closing Certificate . One (1) business day prior to the Closing Date, an executive officer of the Company shall deliver to Parent a certificate (the “ Closing Certificate ”) certifying on behalf of the Company (i) the number of shares of Company Common Stock that will be issued and outstanding as of the Effective Time and (ii) the number of Company Stock Options that will be converted into cash pursuant to Section 2.2(e) .

          (b) Paying Agent . Prior to the Effective Time, Parent shall designate, or shall cause to be designated (pursuant to an agreement in form and substance reasonably acceptable to the Company), a bank or trust company (the “ Paying Agent ”) that is reasonably satisfactory to the Company to act as agent for the payment of the Merger Consideration in respect of certificates that immediately prior to the Effective Time represented shares of Company Common Stock, other than Excluded Shares, (the “ Certificates ”) and shares of Company Common Stock, other than Excluded Shares, represented by book-entry (“ Company Book-Entry Shares ”), upon surrender of such Certificates and Company Book-Entry Shares in accordance with this Article II from time to time after the Effective Time.

          (c) Deposit of Cash . Simultaneously with the Closing, Parent shall deposit or shall cause to be deposited with the Paying Agent, for the benefit of the holders of Company Common Stock (other than Excluded Shares), cash in an amount approximately equal to the aggregate Merger Consideration (the “ Exchange Fund ”).

          (d) Exchange Procedures . Promptly following the Effective Time (but in no event later than the third business day thereafter), the Paying Agent shall mail to each holder of record of a Certificate or Company Book-Entry Shares whose shares were converted into the Merger Consideration pursuant to Section 2.1 , (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or Company Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Company Book-Entry Shares in exchange for the Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificate or Company Book-Entry Shares shall have been converted into the right to receive pursuant to this Agreement (which instructions shall provide that, at the election of the surrendering holder, Certificates and letters of transmittal (and any related documentation) may be surrendered, and the Merger Consideration in exchange therefor collected, by hand delivery). Each former stockholder of the Company, upon surrender to the Paying Agent of a Certificate or Company Book-Entry Share, as applicable, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, shall be entitled to receive a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 2.2(k) ) equal to the aggregate amount of Merger Consideration into which such holder’s shares of Company Common Stock represented by such holder’s properly surrendered Certificates or Company Book Entry Shares, as applicable, were converted in accordance with this Article II . Until surrendered as contemplated by this Section 2.2 , each Certificate or Company Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II . No interest will be paid or will accrue on any cash payable to holders of Certificates or Company Book-Entry Shares under the provisions of this Article II .

          (e) Exchange Procedures for Company Stock Options .

          (i) Prior to the Effective Time, each unexercised option to purchase or acquire a share of Company Common Stock under the Company’s and its Subsidiaries’ 2008 Stock Option and Restricted Stock Purchase Plan (the “ 2008 Plan ”) and 1999 Stock Option and Restricted Stock Purchase Plan (the “ 1999 Plan ”, and together with the 2008 Plan, the “ Option Plans ”), (each such option, a “ Company Stock Option ”) which is outstanding at the Effective Time (whether vested or unvested) shall be cancelled at the Effective Time and shall only entitle the holder thereof to the right to receive from the Surviving Corporation in cash (without interest) an amount equal to the product of (x) the excess, if any, of (A) the Merger Consideration over (B) the per share exercise price of such Company Stock Option and (y) the number of shares of Company Common Stock for which such Company Stock Option shall not have been previously exercised;

          (ii) At or prior to the Effective Time, the Company, the Board of Directors or the compensation committee of the Board of Directors, as applicable, shall take all actions reasonably requested by Parent to effectuate the

provisions of this Section 2.2(e) . The Company shall take all actions necessary to ensure that from and after the Effective Time neither Parent nor the Surviving Corporation or any of their Subsidiaries will be required to deliver shares of Company Common Stock to any person pursuant to or in settlement of Company Stock Options.

          (iii) Parent agrees to pay or cause to be paid by check all amounts owed by it under this Section 2.2(e) as soon as is reasonably practicable following calculation of such amounts but no later than three (3) business days following the Closing.

          (f) No Further Ownership Rights in Company Common Stock . The Merger Consideration paid in accordance with the terms of this Article II shall be deemed payment in full satisfaction of all rights pertaining to the shares of Company Common Stock previously represented by such Certificates or Company Book-Entry Shares, subject, however, to the Surviving Corporation’s obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time which remain unpaid at the Effective Time.

          (g) Termination of Exchange Fund . Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains unclaimed by the stockholders of the Company for nine (9) months after the Effective Time shall be delivered, at Parent’s option, to Parent. Any holders of Company Common Stock (other than Excluded Shares) who have not theretofore complied with this Article II shall thereafter look only to Parent for payment of the Merger Consideration.

          (h) Closing of Transfer Books . At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no registration of transfers on the transfer books of the Surviving Corporation of the Company Common Stock which were outstanding immediately prior to the Effective Time. If, from and after the Effective Time, Certificates or Company Book-Entry Shares are presented to the Surviving Corporation, Parent or the Paying Agent for any reason, they shall be cancelled and exchanged as provided in this Article II , except as otherwise provided by Law.

          (i) No Liability . None of the Company, Parent, Merger Sub, the Surviving Corporation or the Paying Agent shall be liable to any person in respect of Merger Consideration from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate or Company Book-Entry Share shall not have been surrendered prior to such date on which any Merger Consideration would otherwise escheat to or become the property of any Governmental Entity, any such Merger Consideration in respect of such Certificate or Company Book-Entry Share shall, to the extent permitted by applicable Law, become the property of Parent, and any holders of the Certificates or Company Book-Entry Shares who have not theretofore complied with this Article II shall thereafter look only to Parent for payment of their claim for Merger Consideration (after giving effect to any Tax withholdings as provided in Section 2.2(k) ).

          (j) Lost Certificates . In the case of any Certificate that has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such

Certificate to be lost, stolen or destroyed and, if required by the Paying Agent, the posting by such person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration.

          (k) Tax Withholding . Parent and the Paying Agent shall be entitled to deduct and withhold from any amounts payable under this Agreement to any holder of Company Common Stock or Company Stock Options such amounts as Parent or the Paying Agent, as applicable, are required to withhold or deduct under the Internal Revenue Code of 1986, as amended (the “ Code ”) or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld by Parent or the Paying Agent and duly and timely paid over to the appropriate Tax Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Common Stock or Company Stock Options, as the case may be, in respect of whom such deduction and withholding were made by Parent or the Paying Agent.

          (l) Adjustments to Prevent Dilution . In the event that the Company changes the number of shares of Company Common Stock or securities convertible or exchangeable into or exercisable for shares of Company Common Stock issued and outstanding prior to the Effective Time as a result of a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction, the Merger Consideration shall be equitably adjusted.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

     Except as (i) disclosed in any Annual Report on Form 10-K, Quarterly Report on Form 10-Q and Current Report on Form 8-K filed by the Company since May 31, 2008 and prior to the date hereof with the U.S. Securities and Exchange Commission (the “ SEC ”) (excluding all disclosures in any “Risk Factors” sections and any other prospective or forward-looking information), or (ii) disclosed in the corresponding section of the disclosure schedule delivered by the Company to Parent immediately prior to the execution of this Agreement (the “ Company Disclosure Schedule ”), provided , however , that disclosure of any item in any section of the Company Disclosure Schedule shall be deemed disclosure with respect to any other section or sections of this Agreement (whether or not an explicit cross reference appears) to which the relevance of such item is reasonably apparent on its face, the Company represents and warrants to Parent and Merger Sub, as follows:

     Section 3.1 Qualification, Organization, Etc. Each of the Company and its Subsidiaries is a legal entity duly organized, validly existing and, if applicable, in good standing under the Laws of its respective jurisdiction of incorporation or organization and has the corporate or similar power and authority to own, lease and operate its properties and assets and to carry on its business as it is now being conducted in all material respects. Each of the Company and its Subsidiaries is duly qualified or licensed to do business and, if applicable, is in good standing in each jurisdiction in which the ownership, leasing or operation of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the

failure to be so qualified, licensed or in good standing has not had, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect. The Company has delivered or made available to Parent prior to the date hereof complete and correct copies as in effect as of the date hereof of the certificates of incorporation, by-laws, or other equivalent organizational documents of the Company and each of its Subsidiaries. The Company and its wholly owned Subsidiaries are not in violation of any provision of their respective certificate of incorporation, by-laws or other equivalent organizational documents. The other Subsidiaries of the Company are not, individually or in the aggregate, in violation of their respective certificates of incorporation, by-laws or equivalent organizational documents in any material respect.

     As used in this Agreement, any reference to any state of facts, event, change or effect having a “ Material Adverse Effect ” shall mean a material adverse effect on the financial condition, properties, assets, liabilities, business or results of operations of the Company and its Subsidiaries taken as a whole, excluding any such effect resulting from or arising in connection with (a) changes or conditions (including political conditions) generally affecting (i) the United States, with respect to markets in the United States, and/or Puerto Rico, with respect to markets in Puerto Rico, economy or financial markets or (ii) the United States, with respect to markets in the United States, and/or Puerto Rico, with respect to markets in Puerto Rico, mobile wireless voice and data industry or competitive local exchange carrier industry; (b) any change in generally accepted accounting principles as applied in the United States (“ GAAP ”); (c) any change in the market price or trading volume of Company Common Stock (but not the underlying cause of such change unless such cause would otherwise be excepted from this definition); (d) any (i) legislation adopted after November 4, 2008 by any Governmental Entity having jurisdiction over the Company and its Subsidiaries, (ii) rule or regulation enacted after November 4, 2008 by the Federal Communications Commission (“ FCC ”), any PUC or any other Governmental Entity having jurisdiction over the Company and its Subsidiaries, or (iii) changes adopted after November 4, 2008 to the Universal Service Fund program; (e) any act of terrorism or sabotage; (f) any earthquake or other natural disaster; (g) the announcement or disclosure of the existence or terms of this Agreement, the Merger or the transactions contemplated by this Agreement; (h) any failure by the Company or its Subsidiaries to meet analyst or internal estimates or projections (but not the underlying cause of such failure, unless such underlying cause would otherwise be excepted from this definition); (i) any actions taken, or failures to take action, by the Company in compliance with the express terms of this Agreement; or (j) any actions taken, or failures to take action, by Parent that are in breach of the roaming agreement between Parent and the Company (or their respective Subsidiaries); except to the extent such effects in the cases of clauses (d), (e) and (f) above (A) disproportionately affect the Company and its Subsidiaries, taken as a whole, as compared to other companies in the United States, with respect to the Company’s and its Subsidiaries’ businesses in the United States, and/or Puerto Rico, with respect to the Company’s and its Subsidiaries’ businesses in Puerto Rico, engaged in the industries in which the Company and its Subsidiaries operate (in which case, only the extent of such disproportionate effects (if any) shall be taken into account and considered for purposes of determining whether a Material Adverse Effect has occurred) or (B) result in a bankruptcy of the Company.

     Section 3.2 Capital Stock .

          (a) As of the date hereof, the authorized capital stock of the Company consists of 240,000,000 shares of Company Common Stock, and 10,000,000 shares of preferred stock, par value $0.01 per share (“ Company Preferred Stock ”). As of October 31, 2008, (i) 108,353,686 shares of Company Common Stock were issued and outstanding, (ii) 20,456,720 shares of Company Common Stock were reserved for issuance pursuant to the 1999 Plan and 10,000,000 shares of Company Common Stock were reserved for issuance pursuant to the 2008 Plan and (iii) no shares of Company Preferred Stock were issued or outstanding. All the outstanding shares of Company Common Stock are, and all shares of Company Common Stock reserved for issuance as noted in clause (ii) above shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and free of pre-emptive rights. Neither the Company nor any of its Subsidiaries directly or indirectly owns any shares of Company Common Stock. Each of the outstanding shares of capital stock or other securities of each of the Company’s Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable and owned by the Company or by a direct or indirect wholly-owned Subsidiary of the Company, free and clear of any liens, charges, mortgages, deeds of trust, encumbrances, restrictions, easements, pledges, security interests, claims, other encumbrances or charges of any kind (each, a “ Lien ”).

          (b) (i) Except as set forth in Section 3.2(a) , as of the date hereof: (A) the Company does not have any shares of its capital stock issued or outstanding other than shares of Company Common Stock that have become outstanding after October 31, 2008 that are set forth on Section 3.2(c) of the Company Disclosure Schedule and (B) there are no outstanding subscriptions, options, warrants, calls, convertible securities, rights of first refusal, preemptive rights, or other similar rights, agreements or commitments relating to the issuance of capital stock to which the Company is a party obligating the Company to (w) issue, transfer or sell any shares of capital stock or other equity interests of the Company or securities convertible into or exchangeable for such shares or equity interests, (x) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement, arrangement or commitment to repurchase, (y) redeem or otherwise acquire any such shares of capital stock or other equity interests or (z) provide an amount of funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in the Company.

          (ii) Except as set forth in Section 3.2(a) , as of the date hereof, there are no material outstanding subscriptions, options, warrants, calls, convertible securities, rights of first refusal, preemptive rights, or other similar rights, agreements or commitments relating to the issuance of capital stock to which the Company or any of the Company’s Subsidiaries is a party obligating any of the Company’s Subsidiaries to (w) issue, transfer or sell any shares of capital stock or other equity interests of any Subsidiary of the Company or securities convertible into or exchangeable for such shares or equity interests, (x) grant, extend or enter into any such subscription, option, warrant, call, convertible securities or other similar right, agreement, arrangement or commitment to repurchase, (y) redeem or otherwise acquire any such shares of capital stock or other equity interests or (z) provide an amount of funds to, or make any

investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of the Company.

          (c) (i) Section 3.2(c) of the Company Disclosure Schedule sets forth a true, complete and correct list of all persons who, as of October 31, 2008, held outstanding awards to acquire shares of Company Common Stock (including Company Stock Options) under the Option Plans, indicating, with respect to each Company Stock Option then outstanding, the type of award granted, the number of shares of Company Common Stock subject to such Company Stock Option, the exercise price and date of grant and since such date no other awards to acquire shares of the Company Common Stock have been issued.

          (ii) Each Company Stock Option (A) was granted in compliance with all applicable Laws and all of the terms and conditions of the Option Plans pursuant to which it was issued, (B) has an exercise price (if applicable) per share of Common Stock equal to or greater than the fair market value of a share of Common Stock at the close of business on the grant date (as adjusted for the dividend recapitalization effected by the Company in January 2006), (C) has a grant date identical to the date on which the Company Board or compensation committee actually awarded such Company Stock Option, (D) qualifies for the tax and accounting treatment afforded to such Company Stock Option in the Company’s Tax Returns and the Company Financials, respectively, and (E) is exempt from Section 409A of the Code.

          (d) Except for the Company Stock Options, neither the Company nor any of its Subsidiaries has outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company or such Subsidiary on any matter.

          (e) Except as expressly contemplated by the Stockholders Agreement and the Voting Agreement, there are no voting trusts or other agreements or understandings to which the Company or any of its Subsidiaries is a party with respect to the voting of the capital stock or other equity interest of the Company or any of its Subsidiaries.

       Section 3.3 Corporate Authority Relative to this Agreement; No Violation .

          (a) The Company has all requisite corporate power and authority to enter into this Agreement and, subject to receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby, including the Merger. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the board of directors of the Company (“ Board of Directors ”) and, except for the (i) Company Stockholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of Delaware, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated hereby. The Board of Directors has determined that the transactions contemplated by this Agreement are fair to and in the best interest of the Company and its stockholders and to recommend to such stockholders that they adopt this Agreement and the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this

Agreement constitutes a valid and binding agreement of the other parties hereto, constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

          (b) Other than in connection with or in compliance with (i) the provisions of the DGCL, (ii) the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), (iii) the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), (iv) the Communications Act of 1934, as amended, and applicable rules and regulations thereunder (the “ Communications Act ”), including any rules, regulations and orders of the FCC (the “ FCC Rules ”), (v) any applicable state public utility Laws and rules, regulations and orders of any state public utility commissions (“ PUCs ”) or similar foreign public utility Laws and rules, regulations and orders of any regulatory bodies regulating telecommunications businesses, as set forth on Section 3.3(b)(v) of the Company Disclosure Schedule, (vi) the rules and regulations of the NASDAQ, (vii) any state securities or “blue sky” laws and (viii) the approvals set forth on Section 3.3(b)(viii) of the Company Disclosure Schedule (collectively, the “ Company Regulatory Approvals ”), no authorization, consent or approval of, or filing with, any U.S. or foreign governmental or regulatory agency, commission, court, body, entity or authority (each a “ Governmental Entity ”) is necessary for the consummation by the Company of the transactions contemplated by this Agreement, except for such authorizations, consents, approvals or filings that, if not obtained or made, would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect or significantly impair or delay the consummation of the transactions contemplated hereby.

          (c) Except as set forth in Section 3.3(c) of the Company Disclosure Schedule, and subject to the receipt of the Company Regulatory Approvals, the execution, delivery and performance by the Company of this Agreement does not, and the consummation of the Merger and the other transactions contemplated hereby and compliance with the provisions hereof will not (i) constitute or result in any breach, violation of, or a termination or default (with or without notice or lapse of time, or both) under, cause any additional payments under or give rise to a right of termination, cancellation or acceleration of any obligation, or to the loss of a material benefit under any loan, guarantee of indebtedness or credit agreement, note, bond, indenture, lease, agreement, contract, instrument, Permit, concession, franchise, right or license (each, a “ Contract ” and collectively, “ Contracts ”) binding upon the Company or any of its Subsidiaries or result in the creation of any Liens upon any of the properties or assets of the Company or any of its Subsidiaries, (ii) conflict with or result in any violation of any provision of the certificate of incorporation or by-laws, in each case as amended, of the Company or any of its Subsidiaries or (iii) conflict with or violate any Laws applicable to the Company or any of its Subsidiaries or any of their respective properties or assets, other than, in the case of clauses (i) and (iii), any such violation, conflict, default, right, loss or Lien that has not had, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.

     Section 3.4 Reports and Financial Statements .

          (a) The Company has filed all forms, documents and reports required to be filed prior to the date hereof by it with the SEC since May 31, 2006 (the “ Company SEC

Documents ”). As of their respective dates, and, if amended, as of the date of such amendment, the Company SEC Documents complied in all material respects, and all documents required to be filed by the Company with the SEC on or after the date hereof and prior to the Effective Time (the “ Subsequent Company SEC Documents ”) will comply in all material respects, with the requirements of the Securities Act of 1933, as amended, and the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. As of their respective dates (and, if amended, as of the date of such amendment), the Company SEC Documents did not, and any Subsequent Company SEC Documents filed with or furnished to the SEC will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

          (b) The consolidated financial statements (including all related notes and schedules) of the Company included in the Company SEC Documents (the “ Company Financials ”) fairly present in all material respects, and the consolidated financial statements (including all related notes and schedules thereto) included in the Subsequent Company SEC Documents will fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries, as of the respective dates thereof and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments, none of which will have a Material Adverse Effect) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto). Since May 31, 2008 and prior to the date hereof, the Company has not made any material change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP or SEC rule or policy or applicable Law.

          (c) As of May 31, 2008, the Company’s principal executive officer and its principal financial officer have devised and maintained a system of internal control over financial reporting sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and the rules and regulations under the Exchange Act. Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. The Company has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Board of Directors (A) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely

affect the Company’s or any of its Subsidiaries’ ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company internal controls. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably effective to ensure that all material information relating to the Company and its Subsidiaries required to be disclosed in the Company’s periodic reports under the Exchange Act is made known to the Company’s principal executive officer and its principal financial officer by others within the Company or any of its Subsidiaries, and such disclosure controls and procedures are effective in timely alerting the Company’s principal executive officer and its principal financial officer to such information required to be included in the Company’s periodic reports required under the Exchange Act. Since June 1, 2007 and prior to the date of this Agreement, no material complaints from any source regarding accounting, internal accounting controls or auditing matters, and no material concerns from any employee of the Company or any of its Subsidiaries regarding questionable accounting or auditing matters, have been received by the Company. The Company has made available to Parent, prior to the date of this Agreement, a summary of all material complaints or concerns relating to other matters made since June 1, 2007 and through the execution of this Agreement through the Company’s whistleblower hot-line or equivalent system for receipt of employee concerns regarding possible violations of Law. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors, employees or agents to the Company’s chief legal officer, audit committee (or other committee designated for the purpose) of the Board of Directors or the Board of Directors pursuant to the rules adopted pursuant to Section 307 of the Sarbanes-Oxley Act of 2002 or any Company policy contemplating such reporting, including in instances not required by those rules.

     Section 3.5 No Undisclosed Liabilities .

          (a) Except (i) as reflected or reserved against in the Company’s consolidated balance sheets (or the notes thereto) included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2008; (ii) for liabilities and obligations incurred in the ordinary course of business since August 31, 2008; (iii) for liabilities or obligations which have been discharged or paid in full in the ordinary course of business; (iv) for liabilities set forth on Section 3.5(a)(iv) of the Company Disclosure Schedule, and (v) for liabilities and obligations which, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect, the Company and its Subsidiaries, taken as a whole, do not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise.

          (b) To the knowledge of the Company as of the date hereof, no Person who has outstanding amounts owed to the Company and its Subsidiaries in excess of $3,000,000 is insolvent or reasonably likely to file for bankruptcy or have a bankruptcy petition filing with respect to them.

     Section 3.6 No Violation of Law; Permits .

          (a) The Company and its Subsidiaries are in compliance with and are not in default under or in violation of, any federal, state, local or foreign law, statute, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license or permit of any Governmental Entity (collectively, “ Laws ”) applicable to the Company, its Subsidiaries or any of their respective properties or assets, except where such non-compliance, default or violation has not had, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.

          (b) To the knowledge of the Company, the Company and its Subsidiaries are in possession of, or have filed the necessary application(s) to obtain, all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity (collectively, “ Permits ”), necessary for the Company and its Subsidiaries to own, lease and operate their properties and assets or to carry on their businesses as they are now being conducted (the “ Company Permits ”), including all pending applications for Licenses that would be Company Permits if issued or granted; and all pending applications by the Company or any of its Subsidiaries for modification, extension or renewal of any Company Permit, except where the failure to have any of the Company Permits has not had, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Company, all Company Permits are in full force and effect, except where the failure to be in full force and effect has not had, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.

     Section 3.7 Employee Benefit Plans .

          (a) Section 3.7(a) of the Company Disclosure Schedule lists all Company Benefit Plans as of the date hereof. For purposes of this Agreement, the term “ Company Benefit Plans ” means all employee benefit plans, compensation arrangements and other benefit or compensation contracts, policies or arrangements, whether or not “employee benefit plans” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), whether or not subject to ERISA), providing cash- or equity-based incentives, health, medical, dental, disability, accident or life insurance benefits or vacation, severance, retirement, deferred compensation, stock purchase, termination, pension or savings benefits, that are sponsored, maintained or contributed to by the Company, any of its Subsidiaries or any of their ERISA Affiliates for the benefit of employees, directors, consultants, former employees, former consultants and former directors of the Company or its Subsidiaries and all employee agreements, contracts, policies or arrangements providing compensation, vacation, severance, deferred compensation, termination or other benefits to any officer, employee, consultant or former employee of the Company or its Subsidiaries. True and complete copies of all Company Benefit Plans listed on Section 3.7(a) of the Company Disclosure Schedule and all amendments thereto have been provided or made available to Parent prior to the date hereof.

          (b) Any Company Benefit Plan intended to be qualified under Section 401(a) or 401(k) of the Code has received a determination letter from the Internal Revenue Service the (“ IRS ”) and, to the knowledge of the Company, continues to satisfy the requirements for such qualification and the Company’s executive officers are not aware of any circumstances that could reasonably be expected to result in the loss of the qualification of such plan under

Section 401(a) or 401(k) of the Code, as the case may be. Neither the Company nor any ERISA Affiliate of the Company maintains or contributes or, within the past six (6) years has maintained or contributed, to any benefit plan covered by Title IV of ERISA or Section 412 of the Code. Neither the Company nor any of its Subsidiaries has incurred any material liability or penalty under Section 4975 of the Code or Section 502(i) of ERISA or has engaged in any transaction which is reasonably likely to result in any material liability or penalty. Each Company Benefit Plan has been maintained and administered in compliance in all material respects with its terms and with ERISA and the Code and all other applicable Laws to the extent applicable thereto. Except for the severance program described in Section 5.5(d) , the Retention Pool and the severance/change of control agreements set forth on Section 3.7(a) of the Company Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event (i) entitle any current or former employee, consultant or officer of the Company or any of its Subsidiaries to severance pay, increase in severance pay, unemployment compensation or any other payment, or as required by applicable Law, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, consultant or officer, except as expressly provided in this Agreement, (iii) limit or restrict the right of the Company or, after the consummation of the transactions contemplated hereby, Parent to merge, amend or terminate any of the Company Benefit Plans or (iv) result in payments under any of the Company Benefit Plans which would not be deductible under Section 162(m) or Section 280G of the Code. There has been no amendment to, announcement by the Company or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Company Benefit Plan which would increase materially the expense of maintaining such plan above the level of the expense incurred therefor for the most recent fiscal year.

          (c) No Company Benefit Plan is a “multiemployer plan” as such term is defined in Section 3(37) of ERISA, or a “multiple employer plan” as such term is defined in Section 413 of the Code, and neither the Company nor any ERISA Affiliate has sponsored, maintained or contributed to such a multiemployer or multiple employer plan in the past six (6) years.

          (d) All contributions required to be made under each Company Benefit Plan, as of the date hereof, have been timely made and all obligations in respect of each Company Benefit Plan have been properly accrued and reflected in the Company’s balance sheet contained in its Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2008. As of the date hereof, there is no material pending or, to the knowledge of the Company, threatened litigation relating to the Company Benefit Plans. Neither the Company nor any of its Subsidiaries has any obligations for retiree health and life benefits under any Company Benefit Plan or collective bargaining agreement.

          (e) For purposes of this Agreement, “ ERISA Affiliate ” means any business or entity which is a member of the same “controlled group of corporations,” under “common control” or an “affiliated service group” with an entity within the meanings of Sections 414(b), (c) or (m) of the Code, or required to be aggregated with the entity under Section 414(o) of the Code, or is under “common control” with the entity, within the meaning of Section 400l(a)(14) of ERISA, or any regulations promulgated or proposed under any of the foregoing Sections of ERISA and the Code.

     Section 3.8 Absence of Certain Changes or Events .

          (a) Other than the transactions contemplated by this Agreement, from May 31, 2008 through the date of this Agreement, (i) the businesses of the Company and its Subsidiaries have been conducted in the ordinary course in all material respects and (ii) there has not been any event, occurrence, development or state of circumstances or facts that has had, or would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

          (b) Since May 31, 2008 and through the date of this Agreement, the Company and its Subsidiaries have not: (i) authorized or paid any dividends or made any distributions with respect to their capital stock, (ii) increased or in any way changed the nature of the compensation, severance or other benefits payable to current or former directors or, other than in the ordinary course of business, officers or employees, (iii) made any loans (other than advances of business expenses in the ordinary course of business consistent with past practices) to any of its officers, directors, employees, affiliates, agents or consultants, (iv) incurred, assumed guaranteed, or otherwise become liable for any Indebtedness for borrowed money (directly, contingently or otherwise), (v) in any way sold, leased, licensed, transferred, abandoned, let lapse, exchanged or swapped, mortgaged or otherwise encumbered, or subject to any Lien (other than Permitted Liens of the types described in clauses (a), (b) or (c) of the definition thereof or, to the knowledge of the Company, clause (d) of the definition thereof) or otherwise disposed of any Intellectual Property or any of their respective properties or assets, other than in the ordinary course of business, (vi) entered into any new line of business or any existing line of business in any new geographic area, or (vii) settled any Action for an amount in excess of $1,000,000 or would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

     Section 3.9 Investigations; Litigation . There (a) is no investigation or review pending (or, to the knowledge of the Company, threatened) by any Governmental Entity with respect to the Company or any of its Subsidiaries which would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and (b) are no civil, criminal or administrative actions, suits, litigations, arbitrations, mediations, claims, hearings, inquiries, investigations or other proceedings (“ Actions ”) pending (or, to the knowledge of the Company, threatened) against or affecting the Company, any of its Subsidiaries or any of their respective properties at law or in equity before, and there are no orders, judgments, awards, settlements, injunctions, or decrees (“ Orders ”) of, or before, any Governmental Entity, in each case, which would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

     Section 3.10 Tax Matters .

          (a) The Company and each of its Subsidiaries have duly and timely filed (or there has been filed on its behalf) all Tax Returns required to be filed by them (taking into account all applicable extensions) and all such Tax Returns are true, complete and correct, except as would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries have paid all Taxes shown as due on such Tax Returns or that the Company or any of its Subsidiaries are obligated to withhold from amounts owing to any employee, creditor or third party, except with respect to matters contested in good faith, and except for such failures to file or pay which do not have, and would not

reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect. There are not, to the knowledge of the Company, any unresolved questions or claims, in each case raised by a Government Entity in writing, concerning the Company’s or any of its Subsidiaries’ Tax liability that are, individually or in the aggregate, reasonably likely to have a Material Adverse Effect and are not disclosed or provided for in the Company’s consolidated balance sheets (or notes thereto) included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2008. The Company has made available to Parent true and correct copies of the United States federal income Tax Returns filed by the Company and its Subsidiaries with respect to each of such entity’s preceding three (3) taxable years for which a Tax Return was due (taking into account any extension to file) prior to the date hereof.

          (b) Except for such Liens which do not have, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect, there are no Liens for Taxes upon any property or assets of the Company or any of its Subsidiaries except for Liens for Taxes not yet due and payable or for which adequate reserves have been provided in accordance with GAAP and identified as reserves for taxes in the Company’s consolidated balance sheets (or notes thereto) included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2008.

          (c) There is no audit, examination, deficiency, refund litigation or proposed adjustment in progress, pending or threatened in writing by any Tax Authority with respect to any Taxes due from or with respect to the Company or any of its Subsidiaries other than those which do not have, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect. As of the date hereof, none of the Company or its Subsidiaries has received notice in writing of any claim made by a Tax Authority in a jurisdiction where the Company or any of its Subsidiaries, as applicable, does not file a Tax Return, that the Company or such Subsidiary is or may be subject to material taxation by that jurisdiction, other than claims which do not have, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect, where such claim has not been resolved favorably to the Company or such Subsidiary.

          (d) There are no outstanding written requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes or Tax deficiencies against the Company or any of its Subsidiaries, except, in each case, with respect to Taxes or deficiencies, as the case may be, which do not have, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.

          (e) Neither the Company nor any of its Subsidiaries is a party to any agreement providing for the allocation, indemnification or sharing of Taxes other than such an agreement exclusively between or among the Company and any of its Subsidiaries, and other than liabilities from Tax Returns or Taxes which do not have, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any of its Subsidiaries (i) has been a member of an affiliated group (or similar state, local or foreign filing group) filing a consolidated, combined or unitary Tax Return (other than a group the common parent of which is the Company) or (ii) has any liability for the Taxes of any other person (other than the Company or any of its Subsidiaries) under Treasury Regulation Section

1.1502-6 (or any similar provision of state, local or foreign Tax Law), as a transferee or successor, by contract or otherwise.

          (f) Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the two (2) years prior to the date of this Agreement.

          (g) Neither the Company nor any of its Subsidiaries has, within the past five (5) years prior to the date of this Agreement, engaged in any transaction that is the same as, or substantially similar to, a transaction which is a “reportable transaction” for purposes of Treasury Regulations Section 1.6011-4(b) (including any transaction which the IRS has determined to be a “listed transaction” for purposes of 1.6011-4(b)(2)) or engaged in a transaction of which it made disclosure to any taxing authority to avoid penalties under Section 6662(d) or any comparable provision of state, foreign or local law. Neither the Company nor any of its Subsidiaries has participated in any “tax amnesty” or similar program offered by any taxing authority to avoid the assessment of penalties or other additions to Tax other than to the extent that would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.

          (h) The Company and each of its Subsidiaries are in compliance with all applicable information reporting and Tax withholding requirements under federal, state and local Tax Laws, except for such failures to comply which do not have, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.

          (i) For purposes of this Agreement, (i) “ Tax ” or “ Taxes ” means any and all federal, state, local, foreign or other taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Entity, including taxes on or with respect to income, alternative minimum, accumulated earnings, personal holding company, capital, transfer, stamp, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, unemployment, social security, workers’ compensation or net worth, and taxes in the nature of excise, withholding, ad valorem or value added, (ii) “ Tax Authority ” means the Internal Revenue Service and any other domestic or foreign Governmental Entity responsible for the administration or collection of any Taxes and (iii) “ Tax Return ” means any return, report or similar statement (including any attached schedules) required to be filed with respect to Taxes and any information return, claim for refund, amended return, or declaration of estimated Taxes.

     Section 3.11 Labor Matters . As of the date hereof, neither the Company nor any of its Subsidiaries is a party to, or bound by, any collective bargaining agreement (or similar agreement or arrangement in any foreign country) with employees, a labor union or labor organization. Except for such matters which have not had, and would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect, (a) as of the date hereof, (i) there are no strikes or lockouts with respect to any employees of the Company or any of its Subsidiaries (“ Employees ”) and (ii) to the knowledge of the Company, there is no union organizing effort pending or threatened against the Company or any of its Subsidiaries; (b) there is no unfair labor practice, labor dispute (other than routine individual grievances) or labor

arbitration proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries; (c) there is no slowdown, or work stoppage in effect or, to the knowledge of the Company, threatened with respect to Employees and (d) the Company and its Subsidiaries are in compliance with all applicable Laws respecting (i) employment and employment practices, (ii) terms and conditions of employment and wages and hours and (iii) unfair labor practices. Neither the Company nor any of its Subsidiaries has any liabilities under the Worker Adjustment and Retraining Notification Act as a result of any action taken by the Company (other than at the written direction of Parent or as a result of the Merger) and that would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

     Section 3.12 Environmental Matters . Except for those matters that, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Effect, (a) each of the Company and its Subsidiaries is and has, to the knowledge of the Company, at all times been in compliance with all applicable Laws, regulations, common law standard of conduct or other legal requirements relating to the protection of the environment or human health and safety (“ Environmental Laws ”), which compliance includes obtaining, maintaining or complying with all Permits required under Environmental Laws for the operation of their respective businesses, (b) there is no investigation, suit, claim, action or proceeding relating to or arising under Environmental Laws that is pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or any real property owned, operated or leased by the Company or any of its Subsidiaries, (c) no property currently or formerly owned or operated by the Company or any Subsidiary (including soils, groundwater, surface water, buildings or other structures) is contaminated with any substance regulated under any Environmental Law (“ Hazardous Substance ”) that could reasonably be expected to require investigation, remediation or other action, (d) neither the Company nor any of its Subsidiaries is subject to any liability for Hazardous Substance contamination on any third party property, (e) neither the Company nor any of its Subsidiaries has received any notice of or entered into any obligation, liability, order, settlement, judgment, injunction or decree involving uncompleted, outstanding or unresolved requirements relating to or arising under Environmental Laws and (f) there are no other circumstances or conditions involving the Company or any of its Subsidiaries that would reasonably be likely to result in any material claims, liability, investigations, costs or restrictions on the ownership, use or transfer of any of its properties pursuant to any Environmental Law.

     Section 3.13 Intellectual Property . Section 3.13 of the Company Disclosure Schedule sets forth a true and complete list of all registered Intellectual Property and applications therefor, and material unregistered Trademarks, Copyrights that is owned by the Company and each of its Subsidiaries, indicating for each item the record owner, jurisdiction and registration or application number. Except as would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries own, or are licensed or otherwise possess legally enforceable rights to use, all Intellectual Property used in their respective businesses as currently conducted (the “ Company IP ”), free and clear of any Liens and the consummation of the transactions contemplated by this Agreement will not alter or impair such rights. Except as would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect, (a) the Company IP is subsisting, valid and enforceable; (b) there are no pending or, to the knowledge of the Company, threatened Actions by any person, or Orders seeking to cancel or limit, or challenging the validity, enforceability, ownership or use by the Company or its Subsidiaries, of any (i) trademarks, service marks, trade dress, logos, trade

names, Internet domain names or the goodwill associated or symbolized therewith (“ Trademarks ”); (ii) works of authorship in any media and copyrights (“ Copyrights ”); (iii) inventions, discoveries, patents, confidential and proprietary information, including trade secrets and know-how or other intellectual property or applications and registrations therefor (collectively, the “ Intellectual Property ”) used in their respective businesses as currently conducted; and (c) the conduct of the businesses of the Company and its Subsidiaries, and the Company IP, do not and have not in the past three (3) years infringe(d) upon, misappropriate(d) or otherwise violate(d) any Intellectual Property of any person, and neither the Company nor any of its Subsidiaries has received any written notice from any other person challenging the right of the Company or any of its Subsidiaries to use any of the Intellectual Property used by the Company or any of its Subsidiaries. As of the date hereof, there are no pending Actions by the Company or any of its Subsidiaries alleging that any other person is infringing, misappropriating or otherwise violating the Company IP and the Company knows of no valid basis for any such Action, in each case except as would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect. The Company and each of its Subsidiaries take all reasonable actions to protect, police, maintain and preserve the Intellectual Property that is material to its business. The Company’s and its Subsidiaries’ computers, software, firmware, middleware, servers, networks and all other information technology equipment operate and perform in all material respects as required by the Company and its Subsidiaries in connection with their respective businesses as currently conducted and have not materially malfunctioned or caused a material and prolonged business disruption within the past three (3) years. The Company and each of its Subsidiaries have implemented reasonable backup, security and disaster recovery technology policies and procedures.

     Section 3.14 Section 203 of the DGCL . The Board of Directors has approved (a) this Agreement and the Merger (assuming the accuracy of the representations and warranties set forth in Section 4.6 ) and (b) the Voting Agreement for purposes of Section 203 of the DGCL.

     Section 3.15 Property . Except as would not reasonably be likely to, individually or in the aggregate, have a Material Adverse Effect, the Company or one of its Subsidiaries owns, and has good and valid title to, all of its owned real property and has valid leasehold interests in all of its leased properties, free and clear of all Liens (except in all cases for Permitted Liens). Except as would not, individually or in the aggregate, have a Material Adverse Effect, all leases under which the Company or any of its Subsidiaries lease any real property are valid and in full force and effect against the Company or any of its Subsidiaries and, to the Company’s knowledge, the counterparties thereto, in accordance with their respective terms, and there is not, under any of such leases, any existing default by the Company or any of its Subsidiaries which, with notice or lapse of time or both, would become a default by the Company or any of its Subsidiaries.

     Section 3.16 Opinions of Financial Advisors . The Board of Directors has received the opinions of Evercore Partners and Barclays Capital, each dated the date of this Agreement, in the form provided to the Parent prior to the date hereof, to the effect that, as of such date, and subject to the assumptions and qualifications set forth therein, the Merger Consideration is fair to the holders of the Company Common Stock from a financial point of view, and such opinions have not been modified in any material respect or withdrawn.

       Section 3.17 Required Vote of the Company Stockholders . The affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Company Common Stock at the Company Meeting, or any adjournment or postponement thereof, is the only vote of holders of any class or series of capital stock of the Company which is necessary to adopt this Agreement and effect the Merger and the other transactions contemplated herein (the “ Company Stockholder Approval ”).

       Section 3.18 Certain Contracts.

          (a) Except for Contracts between or among the Company and/or any of its Subsidiaries, Section 3.18 of the Company Disclosure Schedule sets forth a list of each Contract to which the Company or any of its Subsidiaries is a party, as of the date of this Agreement, organized under captions representing each subsection set forth below (each, a “ Company Material Contract ”):

          (i) all “material contracts” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) to be performed after the date of this Agreement;

          (ii) any written contract, arrangement, commitment or understanding that limits in any material respect either the type of business in which the Company or its Subsidiaries may engage (or, after the Effective Time, Parent of its Subsidiaries) or the ability of the Company or any of its Subsidiaries to compete in any manner in any material business line, with any other person or in any geographic area;

          (iii) any Contract that requires them to deal exclusively with any person or group of related persons;

          (iv) any Contract that provides for a material indemnification obligation by the Company or any of its Subsidiaries under any Contract entered into outside of the ordinary course of business;

          (v) any Contract that is an interconnection or similar agreement in connection with which the Company’s or a Subsidiary of the Company’s equipment, networks and services are connected to those of another service provider in order to allow their respective customers access to each other’s services and networks;

          (vi) any Contract that is an agency, dealer, reseller or other similar contract (except for those that are terminable, without penalty on ninety (90) days or less notice) or is subject to Act 75 of the Puerto Rico Dealers’ Act;

          (vii) contains any commitment to (A) provide wireless services coverage in a particular geographic area, (B) build out tower sites in a particular geographic area, or (C) requires annual payment by the Company or a Subsidiary of $300,000 or more for a specified number of minutes or (D) the acquisition by

the Company or a Subsidiary of video content to be placed on or accessed over a mobile wireless device or otherwise;

          (viii) any Contract that provides for the lease of real or personal property providing for annual payments of $300,000 or more or aggregate payments of $600,000 or more;

          (ix) all credit agreements, indentures and other Contracts related to any Indebtedness of the Company or any of its Subsidiaries;

          (x) all joint venture, partnership or other similar agreement or arrangement relating to any joint venture or partnership in which the Company or any of its Subsidiaries is a party;

          (xi) all customer and other Contracts requiring the purchase of materials, supplies, goods, services, equipment or other assets which involve or are likely to involve, individually or together with related contracts, annual consideration in excess of $1,000,000, or aggregate consideration over the stated term of the contract in excess of $5,000,000;

          (xii) (all Contracts pursuant to which the Company or any of its Subsidiaries or, after the Effective Time, Parent or its Subsidiaries could be required to purchase or sell, as applicable, in a single transaction or series of transactions, (A) any wireless spectrum, (B) any equity interests or other assets of any person or (C) any line of business that, either individually or in the aggregate, has a fair market value or purchase price of at least $600,000;

          (xiii) the Stockholders Agreement; and

          (xiv) any roaming Contract that cannot be terminated on thirty (30) days or less notice.

          (b) A true and complete copy of each Company Material Contract entered into prior to the date hereof has been made available to Parent prior to the date of this Agreement. Neither the Company nor any of its Subsidiaries is in breach of or default under the terms of any Company Material Contract or any other contract that would be a Company Material Contract if it were entered into prior to the date hereof (“ Additional Contracts ”) where such breach or default has had, or would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Company, no other party to any Company Material Contract or Additional Contract is in breach of or in default under the terms of any Company Material Contract or Additional Contract where such breaches or defaults have had, or would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect. Except as would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect, each Company Material Contract and Additional Contract is a valid and binding obligation of the Company or the Subsidiary which is party thereto and, to the knowledge of the Company, of each other party thereto, and is enforceable against the Company or its applicable Subsidiary, as the case may be, in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other

Laws affecting the enforcement of creditors’ rights generally or by principles governing the availability of equitable remedies).

       Section 3.19 Takeover Statutes . No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation (each, a “ Takeover Statute ”) as in effect on the date of this Agreement is applicable to the Company, Company Common Stock, the Merger, the Voting Agreement or the other transactions contemplated by this Agreement.

     Section 3.20 Federal Communications Regulatory Matters .

          (a) Section 3.20 of the Company Disclosure Schedule (the “ Company License Schedule ”) lists, such list being as of the date hereof, all licenses and authorizations issued by the FCC to the Company or any of its Subsidiaries, including Cellular Radiotelephone Service, Personal Communications Services, Advanced Wireless Service, fixed microwave and other radio authorizations and licenses, and international 214 authorizations, (collectively, the “ Company Licenses ”), together with the name of the licensee or authorization holder, the expiration date of the Company Licenses and, where applicable, the relevant FCC market and service designations. The Company Licenses set forth on the Company License Schedule constitute all authorizations necessary pursuant to applicable Law on the date hereof from the FCC for the business operations of the Company and its Subsidiaries as they are currently being conducted and are contemplated to be conducted within the twelve (12) months following the date of this Agreement, except those authorizations the absence of which has not had, or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect. The Company License Schedule also sets forth all remaining PCS and AWS build-out deadlines specified by FCC Rules with respect to each of the Company Licenses (other than such general requirements as may be imposed upon the licensee solely to obtain renewal of such FCC License).

          (b) Each Company License is valid and in full force and effect and has not been suspended, revoked, cancelled or adversely modified. No Company License is subject to any pending regulatory proceeding (other than those affecting the telecommunications industry generally or holders of similar licenses generally) before a Governmental Entity or judicial review, unless such pending regulatory proceedings or judicial review would not, individually or in the aggregate, reasonably be likely to have a Material Adverse Effect. To the knowledge of the Company, no event, condition or circumstance would preclude any Company License from being renewed in the ordinary course (to the extent that such Company License is renewable by its terms), except where the failure to be renewed has not had or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.

          (c) The licensee of each Company License is in compliance with the terms of, and the FCC Rules that apply to, each Company License and has fulfilled and performed all of its obligations with respect thereto, including all reports, notifications and applications required by the Communications Act or the FCC Rules and the payment of all regulatory fees, contributions to the Universal Service Fund, the TRS Fund and all other such funds to which contributions are required by the FCC Rules, except where such failure to be in compliance, fulfill or perform its obligations or pay such fees or contributions has not had, or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.

          (d) Except for structures that do not require registration, each of the antenna structures used for the operation of the Company Licenses has been registered with the FCC by the Company or the licensee Subsidiary, or, in the case of structures where the Company or one of its Subsidiaries is the lessee, to the knowledge of the Company by the lessor or an affiliate of the lessor, except, with respect to registrations the failure of which to obtain has not had, or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect.

  &nbs