ASSET PURCHASE AGREEMENT

Exhibit (10)(ii)(A)

Execution Version

ASSET PURCHASE AGREEMENT

by and among

CINCINNATI BELL ANY DISTANCE INC.

as Buyer

and

EGIX, INC. and

EGIX NETWORK SERVICES, INC.

as Sellers

and

The Sellers’ respective subsidiaries

as Subsidiaries

and

The Sellers’ respective principal shareholders

as Shareholders

November 30, 2007

ii

iii

iv

v

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made as of November 30, 2007, by and among Cincinnati Bell Any Distance Inc., a Delaware corporation (“Buyer”), eGIX, Inc., an Indiana corporation (“eGIX”) and EGIX Network Services, Inc., an Indiana corporation (“ENS” and together with eGIX, the “Sellers” and individually, a “Seller”), and eGIX Network Services of Virginia, Inc., a Virginia corporation (“ENS Virginia”), @Link Networks, Inc., a Washington corporation, and DSL Indiana Acquisitions, LLC, an Indiana limited liability company, all of which are wholly-owned subsidiaries of Sellers (each a “Subsidiary” and collectively, the “Subsidiaries”), and each undersigned shareholder of Sellers (each, a “Shareholder” and collectively, the “Shareholders”). Buyer, Sellers, Subsidiaries and Shareholders are sometimes referred to individually in this Agreement as a “Party” and collectively as the “Parties.” All other capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Article 8 of this Agreement.

eGIX, through ENS and ENS Virginia, is a facilities based registered competitive local exchange carrier that offers managed internet protocol solutions to small and medium sized enterprises primarily located in the Midwest, including internet protocol voice and data services, high-speed internet access, local line services, information technology services and business applications and messaging services (the “Business”). The Shareholders collectively own more than 95% of the issued and outstanding capital stock of each Seller. Buyer desires to purchase from Sellers and Subsidiaries, and Sellers and Subsidiaries desire to sell to Buyer, substantially all of the assets, and assume certain liabilities, of the Sellers and Subsidiaries on the terms and subject to the conditions set forth in this Agreement.

Accordingly, the Parties agree as follows:

ARTICLE 1 - PRINCIPAL TRANSACTION

Section 1.1 Sale and Purchase of Purchased Assets. On the terms and subject to the conditions of this Agreement, Sellers and Subsidiaries agree to sell and transfer to Buyer free and clear of all Encumbrances, and Buyer agrees to purchase from Sellers and Subsidiaries, the assets of the Sellers and Subsidiaries that are used by the Sellers and Subsidiaries in the operation of the Business described on Exhibit 1.1 as “Purchased Assets” (collectively, the “Purchased Assets”). Notwithstanding anything herein to the contrary, the Sellers and Subsidiaries are not selling, transferring, conveying, assigning or delivering to Buyer the assets described on Exhibit 1.1 as “Excluded Assets” (collectively, the “Excluded Assets”).

Section 1.2 Cash Purchase Price and Method of Payment. In consideration of the transfer of the Purchased Assets to Buyer and the other undertakings set forth in this Agreement, at the Closing Buyer will pay to Sellers, by wire transfer of immediately available funds to an account designated by Sellers, an aggregate amount of $18,000,000 (the “Cash Purchase Price”), less an amount sufficient to pay the Funded Indebtedness in accordance with Section 1.7(c) , subject to adjustment as provided in Section 1.3 below. In addition, Buyer will pay to Sellers $4,495,000 (subject to adjustment as provided in Section 1.5 below) payable over two years, all

in accordance with the provisions of Section 1.5 below (the “Earn Out” or “Earnout”). The Earn Out and the Cash Purchase Price, together will be referenced to herein as the “Purchase Price.”

Section 1.3 Purchase Price Adjustment. The Cash Purchase Price will be increased or decreased on a dollar-for-dollar basis to the extent that Sellers’ Net Working Capital on the Final Closing Balance Sheet (the “Closing Net Working Capital”) is greater than $325,000 (the “Maximum Net Working Capital”) or less than $75,000 (the “Minimum Net Working Capital”), respectively. Sellers and Buyer acknowledge and agree that the calculation of Closing Net Working Capital should be performed in a similar manner as the calculation of Net Working Capital as of September 30, 2007 included in Exhibit 1.3 . The difference that results from the Closing Net Working Capital minus the Maximum Net Working Capital will be paid by Buyer to Sellers if such difference is a positive amount. The difference that results from the Closing Net Working Capital minus the Minimum Net Working Capital will be paid by Sellers to Buyer if such difference is a negative amount. Payment shall be made within two business days by wire transfer to an account designated by the applicable Party following the date that the Closing Balance Sheet becomes final, conclusive and binding on the Parties under Section 1.4 .

Section 1.4 Preparation of Closing Balance Sheet; Disputes.

(a) Within sixty (60) days after the Closing Date, Buyer will prepare and deliver to eGIX a balance sheet of Sellers (with respect to the Purchased Assets and Assumed Liabilities) as of the Closing Date (the “Closing Balance Sheet”), which will be prepared in accordance with GAAP. eGIX will have the opportunity to review the Closing Balance Sheet for thirty (30) days after the Closing Balance Sheet is delivered by Buyer (the “Review Period”). During the Review Period, Buyer will provide to eGIX and its representatives reasonable access to all information, including accountant work papers, to enable eGIX to review the Closing Balance Sheet. The Closing Balance Sheet will be final, conclusive and binding on the Parties unless, prior to the end of the Review Period, eGIX notifies Buyer in writing of Sellers’ objections to the Closing Balance Sheet, specifically identifying the disputed items, the amounts or estimated amounts of the disputed items and the basic facts underlying Sellers’ objections. If eGIX provides a timely notice of objections to the Closing Balance Sheet, the Parties will try in good faith to resolve the objections among themselves within thirty (30) days after the delivery of the objection notice by eGIX.

(b) If the Parties resolve the objections within that time period, they will promptly record their resolution in a writing signed by each of them, and the resolution will be final, conclusive and binding on each of them. If the Parties are unable to resolve the objections within that time period, the Parties will refer any disputed matter to Deloitte & Touche, or if Deloitte & Touche is unwilling or unable to serve as arbitrator (because it has a professional business relationship with one of the Parties or their respective Affiliates or otherwise) and the Parties are unable to agree on another independent accounting firm to resolve the dispute, then Buyer and eGIX will each designate one nationally recognized independent accounting firm with whom the designating Party and its Affiliates has no current

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professional relationship, and the accounting firm that will resolve the dispute will be chosen by lot. Buyer and Sellers, will each pay one-half of the fees and expenses of such accounting firm incurred in resolving their dispute. The accounting firm will act as a neutral arbitrator, and to the extent GAAP leaves room for discretion, will exercise that discretion independently, but within the range of the differences between the Parties. The Parties will be afforded an opportunity to present to the accounting firm their positions and such materials as they deem appropriate or as the accounting firm may request. The accounting firm will be instructed to resolve the disputed matters within sixty (60) days following its engagement, or as soon thereafter as is practicable, and their written resolution will be final, conclusive and binding on the Parties.

(c) The Closing Balance Sheet, in the form that is final, conclusive and binding on the Parties hereunder, is referred to in this Agreement as the “Final Closing Balance Sheet.”

Section 1.5 Earn Out. For purposes of this Section 1.5, the terms listed below have the following meanings. Other capitalized but underlined terms not listed below are defined elsewhere in this Agreement.

(a) Definitions:

“ Business Revenue ” All sales generated by the continued operation of the Business, including, without limitation, revenue arising from (i) the operation of the Purchased Assets, and/or (ii) the sales efforts of any sales personnel operating under the supervision of Senior Management. Business Revenue includes sales to both the direct and the indirect sales channels. Notwithstanding the foregoing, Business Revenue shall include seventeen and one-half percent (17.5%) of (x) revenue attributable to sales to National Accounts (defined below) and (y) revenue generated through, or as a result of, new sales channels or new sales representatives and/or resources added by Buyer (and, accordingly, 82.5% of all revenue described in clauses (x) and (y) shall be excluded from any calculation of Business Revenue). Further, Business Revenue shall not include (1) any sales to customers that do not utilize the eGIX network or platform (except that sales from IT consulting services provided to customers that do not utilize the eGIX network or platform shall be included in Business Revenue unless otherwise excluded in this paragraph), (2) any sales to wholesale customers other than sales to entities that are eGIX customers at the Closing, (3) any sales to non-wholesale customers generated in any territory not identified on Exhibit 1.5(a)(l), or (4) any sales resulting from the acquisition of assets, operations or business of a third party

“ National Accounts ” Those customer accounts of Buyer listed on Exhibit 1.5(a)(2).

“ Senior Management ” Steven L. Johns, James Kinnett and Andrew G. Gorogiani or their successors.

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“ First Period ” The twelve (12) consecutive months commencing on the first day of the first fiscal quarter to begin after the Closing Date but not less than thirty (30) days after the Closing Date.

“ Second Period ” The twelve (12) consecutive months immediately following the last day of the First Period.

“ First Period Hurdle ” $17,000,000 (85% of $20,000,000).

“ Second Period Hurdle ” $20,700,000 (90% of $23,000,000).

“ First Period Target ” $20,000,000.

“ Second Period Target ” $23,000,000

“ First Period Payment Goal ” $2,000,000.

“ Second Period Payment Goal ” $2,495,000.

“ First Period Maximum Payment Amount ” $2,300,000 (115% of the First Period Payment Goal.)

“ Second Period Maximum Payment Amount ” $2,869,250 (115% of the Second Period Payment Goal.)

“ Earnout Payment Percentage ” The percent which is the quotient of dividing the Business Revenue in either the First or Second Period by that Period’s Target Amount.

“ Target Earnout Consideration ” $4,495,000.

(b) Calculation.

(i) In the event Business Revenue during the First Period is equal to or greater than the First Period Hurdle, Buyer shall pay to Sellers an amount equal to the product of the Earnout Payment Percentage times the First Period Payment Goal, up to an amount equal to the First Period Maximum Payment Amount.

(ii) The same manner of calculation applies to the Second Period.

For purposes of illustration:

If Business Revenue in the First Period is $19,000,000, the Earnout Payment Percentage is 95%, which is multiplied by the First Period Payment Goal, which is $2,000,000, yielding a payment of $1,900,000.

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If Business Revenue in the First Period is $21,000,000 the Earnout Payment Percentage is 105%, which is multiplied by the First Period Payment Goal, which is $2,000,000, yielding a payment of $2,100,000.

In the event the First Period Hurdle is not achieved, and the Second Period Target is exceeded, Sellers may, at their option, elect to carry back to the First Period all or some portion of any excess over the Second Period Target and add such excess amount to the calculation of the First Period Business Revenue (the amount carried back and added to the First Period Business Revenue is referred to as the “Carry-Back Revenue”), as though the Carry-Back Revenue were earned during the First Period, and Buyer’s Earnout payment for the First Period shall be recalculated as provided in this Section 1.5(b) ; provided, however, that the Carry-Back Revenue shall then be excluded from the calculation of the Second Period Business Revenue, as though the Carry-Back Revenue were not earned in the Second Period.

(c) Payment. Each Earnout payment under this Section 1.5 shall be paid within 60 days after the end of each of the First and Second Periods, respectively (any First Period Payment that would be due as a result of Carry- Back Revenue will be made within sixty (60) days of the end of the Second Period); provided, however, that if the remaining balance of the Escrow Fund is distributed to the Sellers’ Liquidating Trust prior to April 30, 2009 pursuant to Section 4.8(c)(i) hereof, Buyer may withhold from the First Period Earn Out payment $250,000 plus an amount sufficient to satisfy any then-pending Indemnification Claim(s) previously asserted by Buyer, provided further, that all such withheld amounts shall be paid by Buyer to the Sellers’ Liquidating Trust not later than April 30, 2009, except for such amounts (if any) as shall be necessary to satisfy any Indemnification Claim(s) asserted by Buyer on or before April 30, 2009. Each Earnout payment shall be accompanied by a statement detailing Buyer’s calculation of Business Revenue and the resulting Earnout payment. In the event eGIX notifies Buyer within 30 days of its receipt of any such payment that it objects to Buyer’s calculation made pursuant to this Section 1.5, Buyer and eGIX shall negotiate in good faith for a period not to exceed 30 days to resolve any such dispute. If Buyer and eGIX are unable to reach an agreement within such time, they shall follow the procedures set forth in Section 1.4(b) respecting the submission of the dispute to, and final and binding resolution by, an independent accounting firm.

(d) Change of Circumstances. Buyer acknowledges that the possibility of Sellers receiving the Earnout payments described above comprises a material inducement for Sellers to enter into and perform this Agreement. Accordingly Buyer agrees it shall:

(i) Except for Buyer’s planned operational changes described on Exhibit 1.5(d)(i)(l), conduct the Business in substantially the same manner as previously conducted by Sellers (the “Previous Operations”)

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and in accordance with Sellers’ operating plan attached as Exhibit 1.5(d)(i)(2) (the “eGIX Operating Plan”).

(ii) Make capital expenditures and provide working capital necessary for the operation of the Business, in amounts consistent with the eGIX Operating Plan, subject to possible adjustments in the accounting treatment of certain expense items to conform to Buyer’s standard accounting practices.

(iii) Offer employment to Steven L. Johns (“Johns”) throughout the Earnout Period on the terms and subject to the conditions set forth in Johns’ Employment Agreement unless Johns’ employment thereunder is terminated prior to the expiration of the Earnout Period for “cause” (as defined in Johns’ Employment Agreement) or due to a “terminating disability” (as defined in Johns’ Employment Agreement) or due to the death or resignation of Johns.

(iv) Calculate Business Revenue in a manner which is consistent with Sellers’ Previous Operations.

(v) After the liquidation of Sellers, pay any amounts due to Sellers to the Sellers’ Liquidating Trust.

(vi) Buyer shall have the right to offset any amounts due to Sellers under Section 1.5 herein for any claim made by Buyer pursuant to Article 7.

In the event Buyer does not comply in any material respect with the terms of this Section 1.5(d), and Buyer fails to cure any such non-compliance within 60 days after receiving written notice from eGIX specifying such noncompliance, the Target Earnout Consideration shall immediately be paid to Sellers, less the amount of any Earnout payments previously made by Buyer to Sellers.

Section 1.6 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) will take place at the offices of Barnes & Thornburg LLP, 11 South Meridian Street, Indianapolis, Indiana 46204-3535, at 10:00 a.m., local time, on the last day of the calendar month in which all of the conditions precedent set forth in Article 5 of this Agreement have been fulfilled or waived, or at such other date or time as may mutually be agreed by the Parties.

Section 1.7 Deliveries at Closing.

(a) At the Closing, Sellers and Subsidiaries will execute and/or deliver to Buyer (i) the Bill of Sale, general assignment and assumption agreement in the form attached as Exhibit 1.7(a) (the “Bill of Sale”); and (ii) the various other agreements, certificates, instruments and documents referred to in Section 5.1.

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(b) At the Closing, Buyer will execute and/or deliver to Sellers and Subsidiaries (i) the Purchase Price (less an amount sufficient to pay all Funded Indebtedness in full accordance with Section 1.7(c)); (ii) the Bill of Sale; and (iii) the various other agreements, certificates, instruments and documents referred to in Section 5.2.

(c) At or prior to the Closing (i) Sellers will provide Buyer with customary pay-off letters from all holders of Funded Indebtedness and make arrangements for such holders to provide to Buyer appropriate releases of Encumbrances prior to the Closing, and (ii) Buyer will deliver to the holders of the Funded Indebtedness an amount sufficient to repay all such Funded Indebtedness in full. “Funded Indebtedness” shall have the meaning as stated in Schedule 2.3(c)

(d) The Parties each agree, upon the reasonable request of the other, to take all such further actions and to execute and deliver all such further documents on or after the Closing Date as may be necessary or appropriate to confirm or effectuate the transactions contemplated by this Agreement.

Section 1.8 Assumed Liabilities. At the Closing Buyer shall assume and agrees to timely discharge and perform the liabilities and obligations of Sellers and Subsidiaries described on Exhibit 1.8 as “Assumed Liabilities” (collectively, the “Assumed Liabilities”). Buyer does not assume or agree to discharge or perform the liabilities and obligations of Sellers or Subsidiaries described on Exhibit 1.8 as “Excluded Liabilities” (collectively, the “Excluded Liabilities”).

Section 1.9 Purchase Price Allocation. Sellers and Buyer shall use good faith efforts to establish, within thirty (30) days after the date hereof, a mutually agreeable preliminary allocation of the Purchase Price and Assumed Liabilities among the Purchased Assets, which preliminary allocation shall include the tax and accounting principles, and proposed treatment of asset and liability categories, upon which the final allocation shall be based (the “Preliminary Purchase Price Allocation”). Within forty-five (45) days after the Closing, Sellers and Buyer shall agree to a final allocation of the Purchase Price and Assumed Liabilities, which shall be consistent with the Preliminary Purchase Price Allocation (the “Final Purchase Price Allocation”). Sellers and Buyer shall prepare and complete all of their respective Returns (including IRS Form 8594) on a basis consistent with the Final Purchase Price Allocation and shall not take a position before any Governmental Body that is in any way inconsistent with the Final Purchase Price Allocation.

Section 1.10 Nonassignable Contracts and Approvals. To the extent that any Applicable Contract or Governmental Authorization is not capable of being assigned, transferred, subleased or sublicensed without the consent or waiver of the issuer thereof or the other party thereto or any third party, or if such assignment, transfer, sublease or sublicense (the “Assignment”) would constitute a breach thereof or a violation of any Legal Requirement, this Agreement shall not constitute any Assignment thereof or any attempted Assignment thereof, unless and until such consent or waiver of such issuer or other party or parties has been duly obtained or such Assignment has otherwise become lawful. To the extent that any such consent or waiver does not constitute a condition to the Closing as provided in Section 5.1 hereof, or if

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such consent or wavier does constitute a condition to the Closing but has been waived by Buyer, and such consent or waiver is not obtained by the Sellers before the Closing, then after the Closing and until the impracticalities of Assignment are resolved, (i) the Sellers shall cause commercially reasonable efforts to provide or cause to be provided to Buyer the benefits of any such Applicable Contract or Governmental Authorization, and (ii) Buyer shall use commercially reasonable efforts to perform the obligations of the Sellers arising under such Applicable Contract or Governmental Authorization.

ARTICLE 2 - REPRESENTATIONS AND WARRANTIES OF SELLERS

Sellers and Shareholders, jointly and severally, represent and warrant to Buyer as follows:

Section 2.1 Organization and Good Standing. Each Seller and each Subsidiary is a corporation or limited liability company duly organized and validly existing under the laws of the state of its incorporation or organization, with all requisite corporate or limited liability company power and authority to conduct the Business as is now being conducted and to own or use the properties and assets that it purports to own or use. Each Seller and each Subsidiary is duly qualified to do business as a foreign corporation or foreign limited liability company and is in good standing in each state or other jurisdiction in which either the ownership or use of the properties owned or used by it or the nature of the activities conducted by it requires such qualification, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. Copies of the Organizational Documents have been made available to Buyer.

Section 2.2 Capitalization; Ownership.

(a) The authorized capital stock, as well as the issued and outstanding stock, of each Seller is as set forth in Schedule 2.2(a) There are no other authorized classes or series of capital stock or other equity securities of either Seller than as included in Schedule 2.2(a). All of the Shares were validly issued, are fully paid and nonassessable, and were not issued in violation of any preemptive or similar rights of any shareholder. No former or current shareholder of either of the Sellers or any other Person has contested, is contesting or has a valid basis for contesting the ownership of any of the Shares. Except as set forth Schedule 2.2(a) there are no warrants, options, calls, puts, rights of first refusal or first offer, registration rights, convertible Securities or other Securities or Contracts obligating either of the Sellers to issue or sell any shares of capital stock or otherwise restricting the sell or transfer of any of the Shares. Shareholders collectively own, beneficially and of record, all of the Shares free and clear of all Encumbrances.

(b) The authorized capital stock, as well as the issued and outstanding stock, of each Subsidiary is as set forth below:

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There are no other authorized classes or series of capital stock or other equity securities of any Subsidiary. Except as set forth above, neither Seller nor any Subsidiary owns or has any right to acquire any equity interest in any other Person. All of the shares of common stock or other equity securities of the Subsidiaries were validly issued, are fully paid and nonassessable, and were not issued in violation of any preemptive or similar rights of any shareholder or member. No former or current shareholder or member of any Subsidiary or any other Person has contested, is contesting or has a valid basis for contesting the ownership of any of the shares of capital stock or membership interests of any Subsidiary. There are no warrants, options, calls, puts, rights of first refusal or first offer, registration rights, convertible Securities or other Securities or Contracts obligating any of the Subsidiaries to issue or sell any shares of capital stock or membership interests or otherwise restricting the sell or transfer of any shares of capital stock or membership interests of any Subsidiary. eGIX owns, beneficially and of record, all of the outstanding capital units of DSL Indiana Acquisitions, LLC free and clear of all Encumbrances and ENS owns, beneficially and of record, all of the outstanding capital stock of eGIX Network Services of Virginia, Inc. and @Link Networks, Inc. free and clear of all Encumbrances.

Section 2.3 Financial Statements.

(a) Copies of the audited financial statements for the Sellers and the Subsidiaries at and for the fiscal years ended December 31, 2004, 2005 and 2006, together with the notes thereto and the report thereon of Ent & Imler, independent certified public accountants, are attached to Schedule 2.3(a) (the “Financial Statements”). Also attached to Schedule 2.3(a) are copies of the interim consolidated balance sheet and interim consolidated statements of income and cash flows of the Sellers and the Subsidiaries at and for the 9-month period ended September 30, 2007, each prepared internally by the Sellers (the “Interim Financial Statements”). The Financial Statements present fairly in all material respects the financial condition of the Sellers and the Subsidiaries, on a consolidated basis, at the dates indicated and the Sellers’ and the Subsidiaries’ consolidated results of operations for the periods then ended, all in accordance with GAAP (except as may be otherwise stated in the Financial Statements including the notes thereto). The Interim Financial Statements present fairly in all material respects the financial condition of the Sellers and the Subsidiaries, on a consolidated basis, at and for the 9-month period ended September 30, 2007, all in accordance with GAAP and consistent with the Sellers’ standard accounting practices with respect to interim financial statements, which practices conform in all material respects to the practices used to prepare the Financial Statements (except as set forth in Schedule 2.3(a) and except for normal year-end adjustments and the absence of notes).

(b) Not less than five (5) calendar days prior to the Closing Date, Sellers will provide to Buyer an interim consolidated balance sheet and interim

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consolidated statements of income and cash flows of the Sellers and the Subsidiaries at and for the period ended the most recent month-end prior to the Closing Date for purposes of establishing eGIX’s EBITDA for the trailing 12-months then ended. Such interim financial statements will fairly present in all material respects the financial condition of Sellers and the Subsidiaries, on a consolidated basis at and for the period ended at such month-end, all in accordance with Sellers’ standard financial practices with respect to interim financial statements, which practices will conform in all material respects to the practices used to prepare the Financial Statements and the Interim Financial Statements (except as set forth on Schedule 2.3(a) and except for normal year-end adjustments and the absence of footnotes.)

(c) Schedule 2.3(c) sets forth the outstanding balance of all Funded Indebtedness of the Sellers and the Subsidiaries, which includes all capital leases, and identifies the holders of such Funded Indebtedness.

Section 2.4 Books and Records. All books of account, minute books, stock record books and other records of each Seller and each Subsidiary have been made available to Buyer, are complete and correct in all material respects, and have been maintained in accordance with sound business practices. As of the Closing Date, all of these books and records will be in the possession of a Seller or a Subsidiary, as applicable.

Section 2.5 No Undisclosed Liabilities. Neither Seller nor any Subsidiary has any liability or obligation (whether known or unknown and whether absolute, accrued, contingent or otherwise) of a nature required under GAAP to be recorded on financial statements, except for liabilities or obligations (a) reflected on, accrued for, reserved against or otherwise provided for in the Financial Statements or the Interim Financial Statements, (b) relating to transactions disclosed in or contemplated by this Agreement (including the Disclosure Schedule) or (c) incurred in the Ordinary Course of Business since the date of the Interim Financial Statements that individually and in the aggregate have not had and are not reasonably expected to have a Material Adverse Effect.

Section 2.6 Taxes. Except as set forth on Schedule 2.6 , all Returns required to be filed by either Seller or any Subsidiary for any period ending on or before the date of this Agreement have been filed within the times and in the manner prescribed by applicable Legal Requirements. Each such Return is complete and accurate in all material respects and properly reflects all Taxes required to be reflected as due and owing thereon. Neither Seller nor any Subsidiary has requested an extension to file any Return that has not been filed prior to the date hereof. Each Seller and each Subsidiary have paid, or caused to be paid, all Taxes reflected on such Returns as due and owing by them. To Sellers’ Knowledge there are no audits of or other Proceedings pending with respect to any Returns, and no jurisdiction in which either Seller or any Subsidiary does not file a Return has made a claim that a Return be filed in its jurisdiction. Neither Seller nor any Subsidiary is a party to any Tax-sharing agreement or similar arrangement that will survive the Closing. Sellers have made available to Buyer copies of (a) all Returns regarding all open years and any amendments thereto, (b) all audit or examination reports or written proposed adjustments received from any Governmental Body during the last three years relating to any Return and (c) any closing agreements, extensions or statute of limitation waivers entered into by

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either Seller or any Subsidiary during the last three years with any Governmental Body regarding Taxes. All monies required to be collected, withheld and/or remitted by each Seller and the Subsidiaries for any Taxes have been collected, withheld and/or remitted in accordance with applicable law.

Section 2.7 No Material Adverse Effect; Absence of Restricted Events. Since the date of the Interim Financial Statements, except as set forth on Schedule 2.7 or as is contemplated by this Agreement: (a) the Sellers and the Subsidiaries have conducted their operations and affairs only in the Ordinary Course of Business; (b) no event has occurred that has had or is reasonably expected to have a Material Adverse Effect; and (c) no Restricted Event has occurred.

Section 2.8 Employees; Labor Relations.

(a) Schedule 2.8 sets forth the following information for each employee of each Seller and each Subsidiary: name; hire date; job title; current compensation paid or payable; FLSA exempt or nonexempt status; vacation or other paid time off accrued; state in which employed and (if different) state of residence; and service credited for purposes of vesting and eligibility to participate under any Employee Benefit Plan.

(b) Except as set forth on Schedule 2.8, neither Seller nor any Subsidiary is a party to any collective bargaining or other similar labor Contract and to Sellers’ Knowledge there is no pending application for certification of a collective bargaining agent.

(c) Except as set forth on Schedule 2.8, the Sellers and the Subsidiaries have complied with all Legal Requirements relating to employment, termination of employment, leaves of absence, equal employment opportunity, nondiscrimination, accommodation of disabilities, affirmative action, immigration, child labor, wages, hours, benefits, collective bargaining, the payment of social security, unemployment and similar Taxes, other payroll Taxes, occupational safety and health, workers’ compensation and plant closing or layoffs, except for failures to comply with such Legal Requirements that would not reasonably be expected to have a Material Adverse Effect.

(d) Except as set forth on Schedule 2.8, neither Seller nor any Subsidiary is a party to any written or, to Sellers’ Knowledge, oral Contract with any present or former director, officer, employee or consultant with respect to length, duration, terms or conditions of employment or independent contractor status that is not terminable by a Seller or a Subsidiary, as applicable, on thirty days’ or less notice without liability resulting from such termination.

Section 2.9 Employee Benefit Plans.

(a) Identification. Schedule 2.9(a) contains a complete and accurate list of all Employee Benefit Plans. Sellers have provided to Buyer copies of all plan documents, determination letters, pending determination letter applications, trust instruments, insurance contracts, administrative services contracts, annual

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reports and all schedules thereto, actuarial valuations, summary plan descriptions, summaries of material modifications, administrative forms and other documents that constitute a part of or are incident to the administration of the Employee Benefit Plans. In addition, Sellers have provided to Buyer a written description of all existing practices engaged in by any of the Sellers or the Subsidiaries that constitute Employee Benefit Plans. Subject to the requirements of the Code and ERISA, each of the Employee Benefit Plans can be terminated or amended at will by the Sellers or the Subsidiaries with no penalty, acceleration of vesting (other than as required by Section 411(d)(3) of the Code in connection with a termination or partial termination of any plan intended to qualify under Section 401 (a) of the Code) or required payment. No unwritten amendment exists with respect to any Employee Benefit Plan.

(b) Administration. Each Employee Benefit Plan has been administered and maintained in compliance with its terms and with all applicable Legal Requirements. The Sellers and the Subsidiaries have made all necessary filings, reports and disclosures with respect to all applicable Employee Benefit Plans.

(c) Examinations. None of the Sellers nor the Subsidiaries have received any notice that any Employee Benefit Plan is currently the subject of an audit, investigation, enforcement action or other similar proceeding conducted by any Government Body and no such audit, investigation, action or proceeding is threatened.

(d) Prohibited Transactions. No prohibited transactions (within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA) have occurred with respect to any Employee Benefit Plan, and none of the Sellers, the Subsidiaries or the Sellers have engaged in any prohibited transaction.

(e) Claims and Litigation. No pending or threatened, claims, suits or other proceedings exist with respect to any Employee Benefit Plan other than routine benefit claims filed by participants or beneficiaries. No assets of Sellers nor any member of a controlled group of businesses (within the meaning of Section 412(n)(6)(B) of the Code) in which any of the Sellers is a member (a “Controlled Group”) are subject to a lien with respect to any Employee Benefit Plan under applicable provisions of the Code and ERISA.

(f) Qualification. Each Employee Benefit Plan intended to qualify under Section 401(a) of the Code is and, since its inception, has been so qualified and a determination letter, opinion notification, or advisory letter has been issued by the IRS to the effect that each such Employee Benefit Plan is so qualified and that each trust forming a part of any such Employee Benefit Plan is exempt from tax pursuant to Section 501(a) of the Code and no circumstances exist which would adversely affect such qualification or exemption. No Employee Benefit Plan is funded by a trust described in Section 501(c)(9) of the Code.

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(g) Funding Status. All payments required by any Employee Benefit Plan or by any agreement or by law (including, without limitation, all contributions, insurance premiums and inter-company charges) with respect to all periods through the Closing Date shall have been made prior to the Closing Date (on a pro-rata basis where such payments are otherwise discretionary at year end). None of the Sellers nor the Subsidiaries have any unfunded or underfunded liabilities pursuant to any Employee Benefit Plan that is not intended to be qualified under Section 402(a) of the Code, except as otherwise reflected in the Financial Statements.

(h) Excise Taxes. None of the Sellers nor any member of a Controlled Group with any of the Sellers has any liability, direct or indirect, to pay excise taxes with respect to any Employee Benefit Plan under applicable provisions of the Code or ERISA.

(i) Multi-Employer Retirement Plans. None of the Sellers nor any member of a Controlled Group with any of the Sellers is or ever has been obligated to contribute to a Multi-Employer Retirement Plan and during the last six years has not incurred any withdrawal liability.

(j) PBGC. None of the Employee Benefit Plans is subject to the requirements of Section 302 or Title IV of ERISA or Section 412 of the Code.

(k) Retirees. Except as set forth in Schedule 2.9(k) none of the Sellers nor any of the Subsidiaries have any obligation or commitment to provide medical, dental, life or other welfare insurance benefits to or on behalf of any of its employees who may retire or terminate employment or any of its former employees who have retired or terminated employment except as may be required pursuant to the continuation of coverage provisions of Section 4980B of the Code and Sections 601 through 608 of ERISA. No event, circumstance or condition exists that would prevent or hinder the Sellers or any of the Subsidiaries from unilaterally amending or terminating the Employee Benefit Plans without penalty or liability.

(1) No Commitments. There is no plan or commitment, whether legally binding or not, to establish any new Employee Benefit Plan, or to modify or to terminate any Employee Benefit Plan (except to the extent required by law or as required by this Agreement), nor has any intention to do any of the foregoing been communicated to any employee of the Sellers or the Subsidiaries.

(m) No Acceleration and No Excess Parachute Payment. Except as required in connection with qualified plan amendments required by tax law changes, the vesting of accrued benefits under any Employee Benefit Plan intended to qualify under Section 401 (a) of the Code as a result of termination of that plan or as disclosed on Schedule 2.9(m) , the consummation of the transactions contemplated by this Agreement will not: (1) accelerate the time of payment or vesting, or increase the amount, of compensation due to any

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employee, officer, former employee or former officer of the Sellers or the Subsidiaries; or (2) result in the triggering or imposition of any restrictions or limitations on the right of the Sellers and the Subsidiaries or the Buyer to amend or terminate any Employee Benefit Plan. No amount that will be received (whether in cash or property or vesting of property), or benefit provided to, any officer, director or employee of the Sellers or the Subsidiaries who is a “disqualified individual” (as such term is defined in proposed Treasury Regulation 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or benefit plan currently in effect as a result of the transactions contemplated by this Agreement will be an “excess parachute payment” (as such term is defined in section 280G(b)(l) of the Code) solely as a result of the transactions contemplated by this Agreement; and no such person is entitled to receive any additional payment from the Sellers or the Subsidiaries in the event that the excise tax of Section 4999(a) of the Code is imposed on such person.

(n) COBRA. With respect to each Employee Benefit Plan that provides healthcare coverage, the Sellers and the Subsidiaries have complied with: (a) the applicable healthcare continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and the applicable COBRA regulations; and (b) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations thereunder. None of the Sellers nor the Subsidiaries have incurred any liability under Sections 4980B or 4980C of the Code.

(o) 409A Compliance. Each Employee Benefit Plan that is a “nonqualified deferred compensation plan” (as defined under Section 409A(d)(l) of the Code) complies with and has been operated and administered in good faith compliance with the applicable requirements of Section 409A of the Code, including any regulations promulgated in proposed or final form and other guidance issued thereunder (“409A Requirements”) from the period beginning January 1, 2005 through the date hereof (or, if earlier, December 31, 2007), and from and after January 1, 2008, in compliance with the final regulations issued thereunder. To the extent amounts were deferred and vested (as defined under Section 409A) under any such plan prior to January 1, 2005, the plan under which the deferral is made either: (a) has not been materially modified since October 2, 2004; or (b) has been operated in compliance with the 409A Requirements and will be amended consistent with the 409A Requirement on or before the Closing (or, if earlier, December 31, 2007).

Section 2.10 Leased Real Property and Co-Location Facilities.

(a) Schedule 2.10 lists all leases of real property by either Seller or any Subsidiary including (i) corporate offices in Carmel, Indiana, (ii) caged equipment site in Indianapolis, Indiana, (iii) offices in Bloomington, Indiana, (iv) equipment sites located in Champaign, Illinois, (v) various central office co-location facilities and (vi) various warehouse and equipment sites (individually a

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“Real Property Lease” and collectively the “Real Property Leases,” and with respect to the underlying real property the “Leased Real Property”). Sellers have made available to Buyer a copy of each Real Property Lease. Neither Seller nor any Subsidiary owns any real property.

(b) The Sellers and Subsidiaries’ use and enjoyment of the premises and operation of the Business under the Real Property Leases conform in all material reports to applicable zoning codes, ordinances, regulations and laws. To Sellers’ Knowledge, the premises under the Real Property Leases are not encumbered by any outstanding building orders and do not violate any subdivision, safety, health, accessibility, or other codes, ordinances, rules and regulations of city, county, state and/or federal authorities. To Sellers’ Knowledge, there does not exist any condition or circumstance that would have a Material Adverse Effect on the continued use and enjoyment of the premises and operation of the Business by Buyer after the Closing in the manner currently used and operated by the Seller and the Subsidiaries.

Section 2.11 Personal Property. Schedule 2.11 includes a list of all tangible personal property (other than inventory) owned by either Seller or any Subsidiary that has a current book value in excess of $10,000 (the “Owned Personal Property”), all of which is owned free and clear of all Encumbrances except as set forth on Schedule 2.11. Except as set forth on Schedule 2.11, all Owned Personal Property will be in the possession of a Seller or a Subsidiary on the Closing Date. Schedule 2.11 sets forth a list of personal property leased by or to either Seller or any Subsidiary with aggregate lease payments during the remaining term of the lease in excess of $10,000 (each a “Personal Property Lease”). Sellers have made available to Buyer a copy of each Personal Property Lease.

Section 2.12 Condition of Tangible Purchased Assets. Except as set forth in Sections 2.10 and 2.11, all of the tangible Purchased Assets will be transferred to Buyer on an “AS IS, WHERE IS” basis. SELLERS MAKE NO, AND EXPRESSLY DISCLAIM ANY, WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE TANGIBLE PURCHASED ASSETS, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Section 2.13 Disputes; Litigation.

(a) Except as set forth on Schedule 2.13, there is no Proceeding or Order pending or, to Sellers’ Knowledge threatened, against either Seller or any Subsidiary or any of their respective assets or properties that would reasonably be expected to have a Material Adverse Effect or prevent or delay the timely consummation of the transactions contemplated by this Agreement.

(b) Schedule 2.13 includes detail of unresolved and actively disputed charges assessed against Seller by telecommunications services vendors for th