AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is made and entered into as of February 6, 2007, by and among U.S. Wireless Data, Inc., a Delaware corporation (“ Parent ”), StarVox Acquisition, Inc., a California corporation and a wholly-owned subsidiary of Parent (“ Merger Sub ”), and StarVox Communications, Inc., a California corporation (the “ Company ”).

RECITALS

A.   Parent, Merger Sub and the Company intend to enter into a business combination transaction by means of a merger (the “ Merger ”) of Merger Sub with and into the Company in accordance with this Agreement and the California General Corporation Law (the “ CGCL ”), with the Company to be the surviving corporation of the Merger, through an exchange of all the issued and outstanding shares of capital stock of the Company for shares of capital stock of Parent.

B.   Pursuant to the Merger, each outstanding share of Company common stock, $.001 par value per share (the “ Company Common Stock ”), and each outstanding share of Company Series A Preferred Stock, $.001 par value per share (“ Company Preferred Stock”) shall be converted into the right to receive the Merger Consideration (as defined in Section 1.5(b) ), upon the terms and subject to the conditions set forth herein.

C.   The Merger is intended to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and this Agreement is intended to constitute a “plan of reorganization” within the meaning of the regulations promulgated under Section 368 of the Code.

D   The Board of Directors of the Company has unanimously (i) determined that the Merger is fair to, and in the best interests of, the Company and its shareholders, and (ii) approved this Agreement, the Merger and the other transactions contemplated by this Agreement.

E.   The respective Boards of Directors of Parent and Merger Sub have approved this Agreement, the Merger and the other transactions contemplated by this Agreement.

F. Parent, Merger Sub and the Company previously entered into that certain Agreement and Plan of Merger, dated as of June 14, 2006 (the “ Original Agreement ”) and the parties desire to amend and restate the Original Agreement in its entirety.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

THE MERGER

1.1   The Merger .  At the Effective Time (as defined in Section 1.2 ) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the CGCL, Merger Sub shall be merged with and into Company (the “ Merger ”), the separate corporate existence of Merger Sub shall cease and Company shall continue as the surviving corporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the “Surviving Corporation.”

1.2   Effective Time; Closing .  Subject to the conditions of this Agreement, the parties hereto shall cause the Merger to be consummated by filing with the Secretary of State of the State of California a properly executed agreement of merger (the “ Agreement of Merger ”) in such form as may be agreed by the parties hereto and as required by the relevant provisions of the CGCL (the time of such filing with the Secretary of State of the State of California, or such later time as may be agreed in writing by Company and Parent and specified in the Agreement of Merger, being the “ Effective Time ”) as soon as practicable on or after the Closing Date (as herein defined). The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time, and all schedules hereto (including the Company Schedule and the Parent Schedule, as defined in the preambles to Articles II and III hereof, respectively). Unless this Agreement shall have been terminated pursuant to Section 7.1 , the closing of the Merger (the “ Closing ”) shall take place at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation (“ WSGR ”), counsel to the Company, at 950 Page Mill Road, Palo Alto, California 94304, at a time and date to be specified by the parties, which shall be no later than the second business day after the satisfaction or waiver of the conditions set forth in Article VI , or at such other time, date and location as the parties hereto agree (the “ Closing Date ”). Closing signatures may be transmitted by facsimile.

1.3   Effect of the Merger .  At the Effective Time, the effect of the Merger shall be as provided in this Agreement and the applicable provisions of the CGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time all the property, 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.

1.4   Articles of Incorporation and Bylaws; Parent Certificate of Designation . 

(a)   At the Effective Time, the Articles of Incorporation of Merger Sub shall be the Articles of Incorporation of the Surviving Corporation, except that the name of the Surviving Corporation shall be amended to “StarVox Communications, Inc.”

(b)   Also at the Effective Time, the Bylaws of Merger Sub shall be the Bylaws of the Surviving Corporation.

(c)   Prior to the Effective Time, Parent shall designate a Series A preferred stock, $.01 par value per share (“ Parent Preferred Stock ”), with such rights, preferences, privileges and restrictions as are set forth in substantially the form of the Certificate of Designation attached hereto as Exhibit B (“ Certificate of Designation ”), and shall file the Certificate of Designation with the Secretary of State of the State of Delaware.

(d)   The Company and Parent agree that the conversion rights reflected in the Certificate of Designation are based on the allocation of equity to the security holders of the Company as set forth in Schedule 1.4(d) attached hereto. In the event that it becomes necessary to update the information set forth in Schedule 1.4(d) to ensure its accuracy prior to the Effective Time, the parties agree that the conversion rights reflected in Section 1.5(a) below and in the Certificate of Designation shall be adjusted to reflect as nearly as practicable their intended allocation of equity

1.5   Effect on Capital Stock .  Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and this Agreement and without any action on the part of Merger Sub, the Company or the holders of any of the following securities, the following shall occur:

(a)   All shares of Company Common Stock and Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be cancelled and retired pursuant to Section 1.5(d) and any Dissenting Shares as defined in Section 1.13 below) shall be converted, on a pro rata basis, automatically into the right to receive 301,593.97 shares of fully paid and non-assessable shares of Parent Preferred Stock which, when converted, will equal 22,224,700.70 fully paid and non-assessable shares of Parent Common Stock. For purposes of this Agreement, the “ Company Stock Exchange Ratio ” shall initially be the per share conversion ratio of one share of either of Company Common Stock or Company Preferred Stock (together, the “ Company Capital Stock ”) into 0.00140303 shares of Parent Preferred Stock, subject to adjustment as set forth in Section 1.5(h) .

(b)   From and after the Effective Time, all shares of Company Common Stock, and Company Preferred Stock (together, “ Company Capital Stock ”) (other than any shares of Company Capital Stock to be canceled and retired pursuant to Section 1.5(d) and any Dissenting Shares) shall be deemed canceled and shall cease to exist, and each holder of a certificate which previously represented any such share of Company Capital Stock (each, a “ Company Certificate ” and, collectively, the “ Company Certificates ”) shall cease to have any rights with respect thereto except as set forth herein or under applicable law. The shares of Parent Preferred Stock to be issued pursuant to Section 1.5(a) are collectively referred to herein as the “ Merger Shares ” or the “ Merger Consideration .”

(c)   Certificates for Shares . The certificates representing the shares of Parent Preferred Stock issuable with respect to certificates for shares of Company Capital Stock (“ Certificates ”) shall be issued to the holders of the shares of Company Capital Stock upon surrender of the Certificates representing such shares in the manner provided in Section 1.6 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and indemnity, if required) in the manner provided in Section 1.8 ).

(d)   Cancellation of Treasury and Parent-Owned Stock . Each share of Company Capital Stock held by the Company or owned by Merger Sub, Parent or any direct or indirect wholly-owned subsidiary of the Company or of Parent immediately prior to the Effective Time shall be canceled and extinguished without any conversion or payment in respect thereof.

(e)   Stock Options . All options to purchase Company Common Stock then outstanding under the Company’s 2007 Stock Plan (the “ Company Stock Option Plan ”) shall be assumed by Parent in accordance with Section 5.11 .

(f)   Warrants . All warrants to purchase Company Common Stock (the “ Company Warrants ”) then outstanding shall be assumed by Parent in accordance with Section 5.11 , provided, however, that if a Company Warrant cannot be assumed in accordance with its terms consistent with Section 5.11 , or if the Company and Parent mutually agree that a modification to the Company Warrant is required in connection with its assumption prior to the Closing, then such modification shall be satisfactory to each of the Company and Parent.

(g)   Capital Stock of Merger Sub . Each share of Common Stock, no par value per share, of Merger Sub (the “ Merger Sub Common Stock ”) issued and outstanding immediately prior to the Effective Time shall be converted automatically into one validly issued, fully paid and non-assessable share of common stock, $.001 par value per share, of the Surviving Corporation. Each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of such shares of common stock of the Surviving Corporation.

(h)   Adjustments to Exchange Ratios . The numbers of shares of Parent Preferred Stock that the holders of the Company Capital Stock are entitled to receive as a result of the Merger shall be equitably adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Preferred Stock or Company Capital Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Preferred Stock or Company Capital Stock occurring on or after the date hereof and prior to the Effective Time.

(i)   Fractional Shares . Following the increase of the authorized Parent Common Stock as contemplated by Section 5.16 below, no fraction of a share of Parent Common Stock will be issued by virtue of the Merger, and each holder of shares of Company Capital Stock who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) shall, upon compliance with Section 1.6 , receive from Parent, in lieu of such fractional share, one (1) share of Parent Common Stock.

1.6   Surrender of Certificates .  The procedures for exchanging outstanding shares of Company Capital Stock for Merger Consideration pursuant to the Merger are set forth in Exhibit A attached hereto, which is incorporated by reference herein as if set forth in full.

1.7   No Further Ownership Rights in Company Stock .  All shares of Parent Preferred Stock issued in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I .

1.8   Lost, Stolen or Destroyed Certificates .  In the event that any Certificates shall have been lost, stolen or destroyed, Parent shall issue in exchange for such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof, the certificates representing the shares of Parent Preferred Stock that the shares of Company Common Stock formerly represented by such Certificates were converted into and any dividends or distributions payable pursuant to Section 1.6 ; provided , however , that, as a condition precedent to the issuance of such certificates representing shares of Parent Preferred Stock and other distributions, the owner of such lost, stolen or destroyed Certificates shall indemnify Parent against any claim that may be made against Parent or the Surviving Corporation with respect to the Certificates alleged to have been lost, stolen or destroyed.

1.9   Tax Consequences .  It is intended by the parties hereto that the Merger shall constitute a reorganization within the meaning of Section 368 of the Code. The parties hereto adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the Treasury Regulations under the Code.

1.10   Taking of Necessary Action; Further Action .  If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, powers and franchises of the Company and Merger Sub, the officers and directors of the Company and Merger Sub will take all such lawful and necessary action.

1.11   Rule 145 .  All shares of Parent Preferred Stock issued pursuant to this Agreement to “affiliates” of the Company will be subject to certain resale restrictions under Rule 145 promulgated under the Securities Act and all certificates representing such shares shall bear an appropriate restrictive legend.

1.12   Notice to Holders of Derivative Securities .  As promptly as practicable after the execution of this Agreement, the Company, after consultation with Parent, shall give the holders of derivative securities of the Company any required notices pursuant to the terms thereof, with the expectation that each such derivative security shall be assumed by Parent in accordance with the provisions of Section 5.11, provided, however, that if a derivative security cannot be assumed in accordance with its terms consistent with Section 5.11, or if the Company and Parent mutually agree that a modification to the derivative security is required in connection with its assumption prior to the Closing, then such modification shall be satisfactory to each of the Company and Parent.

1.13   Shares Subject to Dissenters’ Rights . 

(a)   Notwithstanding any provisions of this Agreement to the contrary, Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Parent Preferred Stock and the holders thereof shall be entitled only to such rights as are granted by the CGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to the CGCL shall receive payment therefor from the Surviving Corporation in accordance with the CGCL, provided , however , that (i) if any shareholder of the Company who asserts dissenters’ rights in connection with the Merger (a “ Dissenter ”) shall have failed to establish his entitlement to such rights as provided in the CGCL, or (ii) if any such Dissenter shall have effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under the CGCL, the shares of Company Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Preferred Stock and as provided in Section 1.5 . The Company shall give Parent prompt notice of any demands for payment received by the Company from a person asserting dissenters’ rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands.

(b)   As used herein, “ Dissenting Shares ” means any shares of Company Common Stock held by shareholders of the Company who are entitled to dissenters’ rights under the CGCL, and who have properly exercised, perfected and not subsequently withdrawn or lost or waived their rights to demand payment with respect to their shares in accordance with the CGCL.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Subject to the exceptions set forth in Schedule 2 attached hereto (the “ Company Schedule ”), the Company hereby represents and warrants to Parent and Merger Sub, as follows (as used in this Article II and elsewhere in this Agreement, the term “Company” includes the Subsidiaries of the Company, as hereinafter defined, unless the context clearly otherwise indicates):

2.1   Organization and Qualification . 

(a)   The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is in possession of all franchises, grants, authorizations, licenses, permits, easements, consents, certificates, approvals and orders (“ Approvals ”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Complete and correct copies of the articles of incorporation and bylaws (or other comparable governing instruments with different names) (collectively referred to herein as “ Charter Documents ”) of the Company, as amended and currently in effect, have been heretofore delivered to Parent or Parent’s counsel. The Company is not in violation in any material respects of any of the provisions of the Company’s Charter Documents.

(b)   The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Each jurisdiction in which the Company is so qualified or licensed is listed in Schedule 2.1.

(c)   The minute books of the Company contain records of all meetings and consents in lieu of meetings of its Board of Directors (and any committees thereof), similar governing bodies and stockholders (“ Corporate Records ”) that are true, complete and accurate in all material respects since June 28, 2004. Copies of such Corporate Records of the Company have been heretofore made available to Parent or Parent’s counsel.

(d)   The stock transfer, warrant and option transfer and ownership records of the Company contain records of the securities ownership that are true, complete and accurate in all material respects as of the date of such records and the transfers involving the capital stock and other securities of the Company since June 28, 2004. Copies of such records of the Company have been heretofore made available to Parent or Parent’s counsel.

2.2   Subsidiaries . 

(a)   The Company has no subsidiaries other than those listed on Schedule 2.2 (each, a “ Subsidiary ” and, collectively, the “ Subsidiaries ”). Except for the Subsidiaries, the Company does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

(b)   Each Subsidiary that is a corporation is duly incorporated, validly existing and in good standing under the laws of its state of incorporation (as listed on Schedule 2.2) and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each Subsidiary that is a limited liability company is duly organized or formed, validly existing and in good standing under the laws of its state of organization or formation (as listed on Schedule 2.2) and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Each Subsidiary is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Complete and correct copies of the Charter Documents of each Subsidiary, as amended and currently in effect, have been heretofore delivered to Parent or Parent’s counsel. No Subsidiary is in violation in any material respects of any of the provisions of its Charter Documents.

(c)   Each Subsidiary is duly qualified or licensed to do business as a foreign corporation or foreign limited liability company and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. Each jurisdiction in which each Subsidiary is so qualified or licensed is listed in Schedule 2.2.

2.3   Capitalization . 

(a)   The authorized capital stock of Company consists of 36,000,000 shares of Common Stock, $.001 par value per share, of which there were 3,460,000 shares issued and outstanding as of the date of this Agreement; and 25,900,000 shares of Preferred Stock, $.001 par value per share. Of the authorized Preferred Stock, 24,000,000 shares have been designated Series A Preferred Stock, of which a total of 18,835,688 shares were issued and outstanding as of the date of this Agreement; and 1,900,000 shares have been designated Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement. No other shares of Preferred Stock are issued or outstanding. All outstanding shares of Company Common Stock and Company Preferred Stock are duly authorized, validly issued, fully paid and non-assessable and are not subject to preemptive rights created by statute, the Charter Documents of Company or any agreement or document to which the Company is a party or by which it is bound, and were issued in compliance in all material respects with all applicable federal and state securities laws. All shares of Company Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, would be duly authorized, validly issued, fully paid and non-assessable. Schedule 2.3(a) hereto lists each holder of Company Common Stock and Company Preferred Stock, each outstanding option (the “ Company Stock Option ”) and warrant (the “ Company Warrant ”) and each outstanding convertible debenture, promissory note or other indebtedness (the “ Company Convertible Security ”) to acquire shares of Company Common Stock or Company Preferred Stock, as applicable, the number of shares subject to such Company Option, Company Warrant or Company Convertible Security, and the exercise price of such Company Option or Company Warrant or conversion price of such Company Convertible Security. The Company has delivered to Parent or Parent’s Counsel true and accurate copies of the forms of documents used for the issuance of Company Stock Options, Company Warrants and Company Convertible Securities.

(b)   Except as contemplated by this Agreement and except as set forth in Section 2.3(a) hereof, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of the Company or obligating the Company to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.

(c)   Except as contemplated by this Agreement and except as set forth on Schedule 2.3(c) hereto, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which the Company is a party or by which the Company is bound with respect to any equity security of any class of the Company.

(d)   The authorized and outstanding capital stock or membership interests of each Subsidiary are set forth in Schedule 2.3(d) hereto. Except as set forth in Schedule 2.3(d), the Company owns all of the outstanding equity securities of each Subsidiary, free and clear of all Liens, either directly or indirectly through one or more other Subsidiaries. There are no outstanding options, warrants or other rights to purchase securities of any Subsidiary.

2.4   Authority Relative to this Agreement .  The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby (including the Merger). The execution and delivery of this Agreement and the consummation by the Company of the transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of the Company (including the approval by its Board of Directors and its shareholders, subject in all cases to the satisfaction of the terms and conditions of this Agreement, including the conditions set forth in Article VI ), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby pursuant to the CGCL and the terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes the legal and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

2.5   No Conflict; Required Filings and Consents . 

(a)   The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company shall not, (i) conflict with or violate the Company’s Charter Documents, (ii) subject to obtaining the adoption of this Agreement and the Merger by the shareholders of the Company, conflict with or violate any Legal Requirements (as defined in Section 8.2(b) ), (iii) except as set forth in Schedule 2.5, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair the Company’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company pursuant to, any Company Contracts or (iv) except as set forth in Schedule 2.5, result in the triggering, acceleration or increase of any payment to any Person pursuant to any Company Contract, including any “change in control” or similar provision of any Company Contract, except, with respect to clauses (ii), (iii) or (iv), for any such conflicts, violations, breaches, defaults, triggerings, accelerations, increases or other occurrences that would not, individually and in the aggregate, have a Material Adverse Effect on the Company. For purposes of this Agreement, the term “ Contract ” shall mean all contracts, agreements, leases, mortgages, indentures, notes, bonds, licenses, permits, commitments and obligations of any kind, whether written or oral, to which the Company (or Parent, as applicable) is a party or by or to which any of the properties or assets of Company (or Parent, as applicable) may be bound.

(b)   The execution and delivery of this Agreement by the Company does not, and the performance of its obligations hereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) for applicable requirements, if any, of the Securities Act, the Exchange Act or Blue Sky Laws, and the rules and regulations thereunder, and appropriate documents received from or filed with the relevant authorities of other jurisdictions in which the Company is licensed or qualified to do business, (ii) for the filing of any notifications required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”) and the expiration of the required waiting period thereunder, (iii) any necessary filings and approvals relating to the Federal Communications Commission (“ FCC ”), and (iv) consents, approvals, authorizations or permits the failure of which to obtain would not reasonably be expected to result in a Material Adverse Effect on the Company. For purposes of this Agreement, the term “Governmental Entity” shall mean any government, governmental, statutory, regulatory or administrative authority, agency, body or commission or any court, tribunal or judicial body, whether federal, state, local or foreign.

2.6   Compliance .  The Company has complied with and is not in violation of any Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on the Company. Except as set forth in Schedule 2.6, no written notice of non-compliance with any Legal Requirements has been received by the Company (and the Company has no knowledge of any such notice delivered to any other Person). The Company is not in violation of any term of any Company Contract, except for failures to comply or violations which, individually or in the aggregate, have not had and are not reasonably likely to have a Material Adverse Effect on the Company.

2.7   Brokers; Third Party Expenses .  Except as set forth in Schedule 2.7 hereto, the Company has not incurred, nor will it incur, directly or indirectly, any liability for brokerage, finders’ fees, agent’s commissions or any similar charges in connection with this Agreement or any transactions contemplated hereby.

2.8   Corporate Approvals .  The Board of Directors of the Company has, as of the date of this Agreement, (i) approved the Merger and the transactions contemplated by this Agreement, and (ii) approved an amendment to the Company’s Articles of Incorporation to enable the exchange of Company Preferred Stock for Parent Preferred Stock based on the Company Stock Exchange Ratio.

2.9   Company Information; Financial Statements . 

(a)   The Company has furnished or will furnish to Parent all information concerning itself, its Subsidiaries, their respective directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the preparation of the Merger Form 8-K (as hereafter defined), or any other statement, filing, notice or application made by or on behalf of the Company to any third party and/or any Governmental Entity in connection with the Merger and the other transactions contemplated hereby (collectively, the “ Company Information ”). The Company warrants and represents that all Company Information shall be true and correct in all material respects and 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 contained therein, in light of the circumstances under which they were made, not misleading. The Merger Form 8-K, to the extent of information relating to or provided by the Company: (i) was prepared in accordance and complies in all material respects with the requirements of the Exchange Act or the Securities Act, as applicable, and (ii) did not at the time it will be filed 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 therein, in light of the circumstances under which they were made, not misleading.

(b)   Each set of financial statements (including, in each case, any related notes thereto) provided in the Company Information supplied to Parent on or after October 1, 2006 complied or will comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, was or will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and each fairly presents or will fairly present in all material respects the financial position of the Company at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were, are or will be subject to normal adjustments which were not or are not expected to have a Material Adverse Effect on the Company taken as a whole.

2.10   Survival of Representations and Warranties .  The representations and warranties of Company set forth in this Agreement shall not survive the Closing.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PARENT

Except as set forth in Schedule 3 attached hereto (the “ Parent Schedule ”), Parent represents and warrants to the Company, as follows:

3.1   Organization and Qualification . 

(a)   Parent is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. Parent is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.

(b)   Parent is duly qualified or licensed to do business as a foreign corporation and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary, except for such failures to be so duly qualified or licensed and in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent.

(c)   Merger Sub is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California and has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by Parent to be conducted. Merger Sub is not in violation in any material respects of any of the provisions of the Merger Sub’s Charter Documents.

3.2   Subsidiaries .  Except for Merger Sub, which is a wholly-owned subsidiary of Parent, Parent has no Subsidiaries and does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or has any agreement or commitment to purchase any such interest, and Parent has not agreed and is not obligated to make nor is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty, purchase order, license, sublicense, insurance policy, benefit plan, commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity.

3.3   Capitalization . 

(a)   As of the date of this Agreement, the authorized capital stock of Parent consists of 19,000,000 shares of Parent Common Stock and 1,000,000 shares of preferred stock, $.01 par value per share, 600,000 of which prior to the Effective Time will be designated as Parent Preferred Stock. A total of 9,499,730 shares of Parent Common Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable; and no shares of Parent Preferred Stock have been issued or are outstanding. The outstanding shares of Parent Common Stock are not subject to preemptive rights created by statute, the Charter Documents of Parent or any agreement or document to which Parent is a party or by which it is bound, and were issued in compliance in all material respects with all applicable federal and state securities laws. On or prior to the Closing, the Certificate of Designation shall be filed by Parent with the Delaware Secretary of State. Parent has reserved a total of 600,000 shares of Parent Preferred Stock for issuance upon the Closing, and the rights, preferences, privileges and restrictions of the Parent Preferred Stock are stated in their entirety in the Certificate of Designation. Except as contemplated in this Section 3.3(a) or as set forth in Schedule 3.3(a), (i) no shares of Parent Common Stock or Parent Preferred Stock are reserved for issuance upon the exercise of outstanding options to purchase Parent Common Stock or Parent Preferred Stock granted to employees of Parent or other parties (“ Parent Stock Options ”) and there are no outstanding Parent Stock Options; (ii) no shares of Parent Common Stock or Parent Preferred Stock are reserved for issuance upon the exercise of outstanding warrants to purchase Parent Common Stock or Parent Preferred Stock (“ Parent Warrants ”) and there are no outstanding Parent Warrants; and (iii) no shares of Parent Common Stock or Parent Preferred Stock are reserved for issuance upon the conversion of the Parent Preferred Stock or any outstanding convertible notes, debentures or securities (“ Parent Convertible Securities ”). All shares of Parent Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in this Agreement and the Certificate of Designation, will be duly authorized, validly issued, fully paid and non-assessable; and all shares of Parent Common Stock, upon receipt of approval of the stockholders of Parent as required under Section 5.16 below and upon conversion of the Parent Preferred Stock into Parent Common Stock, will, without further action on the part of Parent or any stockholder of Parent, be duly authorized, validly issued, fully paid and non-assessable.

(b)   Except as contemplated by this Agreement and except as set forth in Section 3.3(a) hereof, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent is a party or by which it is bound obligating Parent to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or obligating Parent to grant, extend, accelerate the vesting of or