ASSET PURCHASE AGREEMENT between L.M. BERRY AND COMPANY AND LOCAL INSIGHT REGATTA HOLDINGS, INC. February 1, 2008

Exhibit 10.12

Execution Version

ASSET PURCHASE AGREEMENT

between

L.M. BERRY AND COMPANY

AND

LOCAL INSIGHT REGATTA HOLDINGS, INC.

February 1, 2008

TABLE OF CONTENTS

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TABLE OF CONTENTS

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ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of February 1, 2008 (the “ Execution Date ”), between L.M. BERRY AND COMPANY, a Georgia corporation (“ Seller ”), and LOCAL INSIGHT REGATTA HOLDINGS, INC. , a Delaware corporation (“ Purchaser ”).

RECITALS

WHEREAS, Seller is a provider of an array of directory services, including sales, marketing and sales support, electronic ad design and composition, pagination, compilation, printing, billing, and delivery of finished directories;

WHEREAS, Seller’s Independent Line of Business division (the “ ILOB ”) is a sales agency that contracts with independent telephone company publishers for the sale, marketing, composition, printing and delivery for their print and internet directory products;

WHEREAS, Seller is an indirect wholly-owned subsidiary of AT&T Inc., a Delaware corporation (“ AT&T ”);

WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to (i) purchase from Seller, substantially all the assets and to assume certain liabilities of Seller related to the ILOB that are described in this Agreement or in the IP Agreement (such term and other capitalized terms used in this Agreement being defined as set forth herein), as applicable, and (ii) to execute and deliver the other Ancillary Agreements, on the terms and subject to the conditions set forth in this Agreement and in the Ancillary Agreements (such transaction sometimes being referred to herein as the “ Asset Acquisition ”); and

WHEREAS, Seller and Purchaser desire to make certain representations, warranties, covenants and agreements in connection with the Asset Acquisition, all as more fully set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises, the mutual representations, warranties, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

ARTICLE I

PURCHASE AND SALE OF ASSETS

1.1. Purchase and Sale of Assets . Upon the terms and conditions set forth herein, Purchaser agrees to purchase from Seller, and Seller agrees to sell, transfer, convey and assign to Purchaser, free and clear of all Encumbrances, except for Permitted Encumbrances, the Transferred Assets for the Purchase Price. For purposes of this Agreement, “ Transferred Assets ” shall mean all of Seller’s right, title, and interest in all of the following properties, assets,

goodwill and rights existing on the Closing Date, and only such properties, assets, goodwill and rights, wherever located:

(a) all of the leases or subleases of real property set forth on Schedule 1.1(a)(i) hereto as to which Seller is the lessor or sublessor, and all leases and subleases of real property set forth on Schedule 1.1(a)(ii) hereto as to which Seller is the lessee or sublessee, in each case together with any options of Seller to purchase the underlying property and Seller’s interests in all leasehold improvements thereon and all other Seller rights, subleases, licenses, interests and profits appurtenant thereto or related to such leases and subleases (collectively, the “ Real Property Leases ”);

(b) all of the leases or subleases of tangible personal property set forth on Schedule 1.1(b)(i) hereto as to which Seller is the lessor or sublessor and all leases of tangible personal property primarily used by employees of the ILOB set forth on Schedule 1.1(b)(ii) hereto as to which Seller is the lessee or sublessee, in each case together with any options to purchase or sell the underlying property (collectively, the “ Personal Property Leases ”);

(c) all ILOB Inventory and all ILOB Fixed Assets;

(d) all Relocated Building C Fixed Assets and the Buildings A and B Fixed Assets;

(e) all Motor Vehicles;

(f) all Transferred Contracts;

(g) all ILOB Accounts Receivable;

(h) all Licenses of Seller that are used exclusively in the ILOB, to the extent assignable;

(i) the proceeds of any insurance policy that results from the insured loss, damage, destruction or casualty related to any Transferred Assets, to the extent that the amount of such proceeds have not been applied by Seller to the replacement or repair of any such Transferred Assets;

(j) all ILOB Books and Records;

(k) those current assets that are included in the computation of Closing Working Capital as finally determined hereunder;

(l) all rights to any advance payments, deferred charges, rights of offset and credits and claims for refund that relate exclusively to any Transferred Asset referred to in clauses (a) through (k) above and (m) and (n) below, to the extent included in Closing Working Capital;

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(m) all rights of Seller to deposits and prepaid expenses (and any portions thereof) that relate exclusively to any Transferred Asset referred to in clauses (a) through (l) above and (n) below, to the extent included in Closing Working Capital; and

(n) all claims, counterclaims, demands, lawsuits, judgments, rights and causes of action of any nature, whether choate or inchoate, known or unknown, in favor of Seller against third parties that relate exclusively to any Transferred Asset referred to in clauses (a) through (m) above.

Notwithstanding the foregoing, the transfer of the Transferred Assets pursuant to this Agreement shall not include the assumption of any Liability relating to the Transferred Assets unless Purchaser expressly assumes that Liability pursuant to Section 1.3 hereof.

1.2. Excluded Assets . Other than those properties, assets, goodwill and rights specifically set forth in Section 1.1(a) through and including 1.1(o) , all properties, assets and rights of Seller, including the Dayton Campus, the Retained Building C Fixed Assets, and those set forth on Schedule 1.2 , shall be retained solely and exclusively by Seller (collectively, the “ Excluded Assets ”).

1.3. Assumed Liabilities . Purchaser shall not assume any Liabilities of Seller to the extent that they arise out of or relate to the ownership, use or operation of the Transferred Assets or the business of the ILOB on or prior to the Closing Date, or any facts, circumstance or conditions existing, initiated or occurring on or prior to the Closing Date, except for the following (each, an “ Assumed Liability ,” and collectively, the “ Assumed Liabilities ”): (a) current liabilities of Seller included in the calculation of Estimated Working Capital and Closing Working Capital (excluding accrued payroll liabilities other than accrued vacation); (b) those Liabilities set forth on Schedule 1.3(b) ; and (c) any Liabilities arising after the Closing Date under any Transferred Contract, Real Property Lease, Personal Property Lease, or any Business License (except in all cases under this clause (c), and subject to Section 1.5 , that Assumed Liabilities shall not include any Liabilities in respect of any breach of any of the foregoing that arise out of or relate to the ownership, use or operation of the Transferred Assets or the business of the ILOB on or prior to the Closing Date, or any facts, circumstances or conditions existing, initiated or occurring on or prior to the Closing Date, if the existence of such Liability constitutes a breach of the representations and warranties set forth in Section 2.9) . The assumption by Purchaser of the Assumed Liabilities, and the assignment thereof by Seller, shall in no way expand the rights or remedies of any third party against Purchaser or its Affiliates as compared to the rights and remedies that such third party would have had against Seller or any of its Affiliates had Purchaser not assumed such Liabilities. Without limiting the generality of the preceding sentence, the assumption by Purchaser of the Assumed Liabilities shall not create any third-party beneficiary rights.

1.4. Excluded Liabilities . Except as expressly set forth in Section 1.3 or on Schedule 1.3(b) and subject to Section 1.5 , Purchaser is not assuming any Liabilities of Seller including:

(a) any Liability for Taxes of Seller or any of its Affiliates for any taxable period, including, except as provided in Section 4.20(b ) with respect to Purchaser’s share of Transfer Taxes and Section 4.20(c) with respect to Purchaser’s share of certain Taxes for periods

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that include but do not end on the Closing Date, (i) any Taxes arising as a result of the operation of the business of the ILOB or ownership of the Transferred Assets on or prior to the Closing Date including any unpaid Taxes of any Person under Reg. §1.1502-6 promulgated under the Code (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise, (ii) any deferred Taxes of any nature, (iii) Taxes related to the Excluded Assets, and (iv) all other Taxes of Seller. Notwithstanding anything to the contrary in this Agreement, Seller shall retain all rights with respect to any refund of Taxes to the extent relating to any period ending on or prior to the Closing Date;

(b) subject to Section 1.5 , any Liability under any Transferred Contract or Non-Assigned Contract in respect of any breach by Seller of such Transferred Contract or Non-Assigned Contract on or prior to the Closing Date;

(c) any Liability under any Plan or, subject to Section 4.9 , any Liability of Seller for any period ending on or before the Closing Date relating to payroll, severance, vacation, deferred compensation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits, COBRA, or any other employee plans or benefits of any kind for the Business Employees;

(d) any Liability arising out of or relating to any grievance by any of the Business Employees relating to any period on or prior to the Closing Date, whether or not such employees are hired by Purchaser;

(e) any Liability of Seller to AT&T or any other Affiliate or Representative of Seller, to the extent not included in the calculation of Closing Working Capital;

(f) any Liability to distribute to AT&T all or any part of the consideration received hereunder;

(g) any Liability of Seller arising out of any Action pending against Seller by any third party on or prior to the Closing Date;

(h) any Liability of Seller to any Person or Governmental Authority arising out of or resulting from Seller’s compliance or noncompliance with any Law or Governmental Order;

(i) any Liability of Seller based upon Seller’s acts or omissions;

(j) any Liability relating to or arising from any of the Excluded Assets;

(k) any Liabilities of Seller to the extent that they arise out of or relate to the ownership, use or operation of the Transferred Assets or the business of the ILOB on or prior to the Closing Date, or any facts, circumstance or conditions existing, initiated or occurring on or prior to the Closing Date; and

(l) any Liability not expressly assumed by Purchaser pursuant to the provisions of Section 1.3 (the foregoing being referred to herein as the “ Excluded Liabilities ”).

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1.5. Non-Assignment if Breach .

(a) This Agreement shall not constitute an agreement to assign any Contract otherwise included in the Transferred Contracts that by its terms is non-assignable without the consent of the other party or parties to such Contract (“ Counterparty ”) in the absence of such Counterparty’s consent to such assignment. If any such consent is not obtained prior to the Closing Date, the applicable Contract subject thereto shall not be assigned at Closing (collectively, the “ Non-Assigned Contracts ”). Purchaser shall nevertheless pay and perform Seller’s obligations arising under any Non-Assigned Contract after the Closing in accordance with its terms, and on request Seller shall cooperate with Purchaser and use its Commercially Reasonable Efforts to facilitate Purchaser’s efforts to obtain the benefits of such Non-Assigned Contract, it being the goal of the Parties, subject to the further provisions of this Section 1.5 and the other express provisions of this Agreement, for Purchaser to obtain the economic benefits and to bear the burdens of the Non-Assigned Contracts in the same manner and to the same degree that would have applied if the Non-Assigned Contracts had been assigned at Closing. Except as otherwise provided below, Purchaser shall have the primary, active and “facing” responsibility for dealing with the Counterparty under any Non-Assigned Contract after Closing, and Seller shall not be required to participate actively in the ongoing performance of the Contract or the relationship with the Counterparty or to seek any consent or approval of the Counterparty.

(b) During the period from the Execution Date until the Closing Date, Seller will use its Commercially Reasonable Efforts to obtain from the Counterparty to each of the Contracts or licenses listed on Schedule 1.5(b)(i) each such Counterparty’s consent to the assignment of such Contract or license to Purchaser at Closing (collectively, the “ Requested Consents ”), and Purchaser shall cooperate with such efforts and to the extent requested by Seller shall use its Commercially Reasonable Efforts to obtain such consents. For further certainty such Commercially Reasonable Efforts of Seller and Purchaser shall be at each Party’s own cost, but shall not include any consent or transfer fees or costs requested by Counterparties as a condition to granting consent. If a consent to assignment (collectively, the “ Primary Consents ”) of a Contract listed on Schedule 1.5(b)(ii) (collectively, the “ Primary Contracts ”) is not obtained prior to Closing, and the Closing occurs, Purchaser and Seller will continue following Closing to cooperate and use their respective Commercially Reasonable Efforts to obtain such Primary Consent, in the manner applicable before Closing, for up to 180 days (or a longer period if the parties mutually agree). If a consent to assignment of any Non-Assigned Contract is obtained after Closing the applicable Contract shall be deemed automatically assigned to and assumed by Purchaser without any further action required of the parties hereto, such Contract shall be deemed to be a Transferred Contract and the obligations thereunder shall be deemed to be Assumed Liabilities to the same extent as obligations under other Transferred Contracts.

(c) If any Primary Consent is not obtained prior to the Closing Date, in addition to the arrangement specified in Section 1.5(a) with respect to the Primary Contract to which the Primary Consent relates, if Purchaser so requests, the parties shall use their respective Commercially Reasonable Efforts to implement a reasonable additional arrangement designed to afford to Purchaser all of the economic benefits and burdens of the affected Non-Assigned Contract. Such arrangement may involve Seller’s involvement as the named party to the Primary Contract in dealing with the Counterparty to such Primary Contract on behalf of Purchaser on a “pass-through” basis to facilitate Purchaser’s obtaining such benefits, but Seller shall not be

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required to use any efforts beyond its Commercially Reasonable Efforts, and in all cases Purchaser shall pay and perform Seller’s obligations arising under any such Primary Contract from and after Closing in accordance with its terms.

(d) Nothing contained in this Section 1.5 , and no arrangement under Section 1.5(a) or (c) , shall require Seller to pay or perform any of the obligations to the Counterparty arising after the Closing under any applicable Non-Assigned Contract, to assure Purchaser of obtaining the benefits of such Non-Assigned Contract, or to undertake any other acts except to use its Commercially Reasonable Efforts to the extent provided above to assist Purchaser in Purchaser’s efforts to obtain the benefits of such Non-Assigned Contract to the same extent as if it had been assigned. All such arrangements under Section 1.5(a) or (c)  shall be at Purchaser’s sole expense (provided that for a period of 180 days after Closing, only Seller’s out-of pocket expenses shall be reimbursed) and risk (including the risk that a party to a Non-Assigned Contract may claim that the consummation of the transactions contemplated hereby or performance hereunder or the attempted assignment of such Non-Assigned Contract, conflicts with or violates in any respect, constitutes a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, gives rise to any right of termination, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, or results in the creation of any Encumbrance other than a Permitted Encumbrance on any assets pursuant to, such Non-Assigned Contract); provided, however, that Seller shall also, subject to receipt of such assurances as it may reasonably require that it shall not be subjected to any unreimbursed expense or any unindemnified risk or Liability in so doing: (i) seek to enforce any rights of the Seller arising for any period after the Closing from any Primary Contract against the Counterparty thereto for Purchaser’s sole benefit, and (ii) follow Purchaser’s reasonable instructions and requests in dealing with such Counterparty. If at any time Seller receives any monies or other assets collected by or paid to Seller in respect of any Non-Assigned Contract for any period after the Closing as the result of any arrangement pursuant to Section 1.5(a) or (c), Seller shall promptly pay over such amount to Purchaser.

(e) Purchaser shall indemnify, defend and hold harmless Seller and its Affiliates for any costs, expenses or Seller Losses (including reasonable legal fees and expenses, but excluding routine legal fees and expenses incurred in soliciting the Requested Consents as provided above) incurred by them (i) in connection with the enforcement of any Non-Assigned Contract or otherwise in connection with any arrangement pursuant to Section 1.5(a) or (c), or (ii) in connection with any claim by any Counterparty to a Non-Assigned Contract that the consummation of the transactions contemplated by this Agreement or performance of this Agreement or the attempted assignment of such Non-Assigned Contract conflicts with or violates in any respect, constitutes a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, gives rise to any right of termination, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, or results in the creation of any Encumbrance other than a Permitted Encumbrance on any assets pursuant to, such Non-Assigned Contract.

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1.6. Closing and Purchase Price .

(a) Closing . The consummation of the transactions contemplated hereby shall take place at a closing (the “ Closing ”) to be held at 10:00 a.m., Eastern time, on a date to be designated by Seller and Purchaser in writing, which date shall be no later than the second Business Day after satisfaction and fulfillment or, if permissible pursuant to the terms hereof, waiver of the conditions set forth in ARTICLE V hereof (except for those conditions required to be satisfied at Closing) ( provided , however , that in no event shall the Closing occur earlier than sixty (60) days following the Execution Date), at the offices of Hogan & Hartson LLP, 1200 Seventeenth Street, Suite 1500, Denver, Colorado 80202, unless another time, date or place is mutually agreed upon in writing by Seller and Purchaser (the “ Closing Date ”). The Closing shall for the purposes of the determination of Working Capital be deemed completed as of 11:59 p.m. Eastern time on the Business Day before the Closing Date.

(b) Purchase Price . The aggregate purchase price for the Transferred Assets (the “ Purchase Price ”) shall consist of (i) Purchaser’s payment of $235,000,000 in cash (such cash payment at Closing being referred to herein as the “ Cash Purchase Payment ”) to Seller on the Closing Date, and (ii) Purchaser’s assumption of the Assumed Liabilities on the Closing Date, as the Purchase Price may be adjusted in accordance with Section 1.7 . All payments required under this Section 1.6(b) or any other provision hereof shall be made in cash by wire transfer of immediately available funds to such bank account(s) as shall be designated in writing by the recipient at least five (5) Business Days prior to the applicable payment date.

(c) Seller Closing Deliveries . At or prior to the Closing, Seller shall deliver, or cause to be delivered, to Purchaser the following:

(i) a certificate of an officer of Seller as to compliance with the conditions set forth in Sections 5.2(a) , 5.2(b) and 5.2(c) ;

(ii) a certificate, dated not more than five (5) Business Days prior to the Closing Date, duly issued by the applicable state agency confirming that Seller is in good standing or similar status in the state of Seller’s organization;

(iii) a certificate of non-foreign status that complies with Treasury Regulation Section 1.1445-2(b)(2) stating that Seller is not a foreign person in accordance with Sections 897 and 1445 of the Code;

(iv) a certificate by the Secretary or any Assistant Secretary of Seller dated the Closing Date, certifying the completeness and correctness of the articles of incorporation and bylaws of Seller, the completeness and correctness of the board of director resolutions of Seller relating to this Agreement and any actions contemplated hereby, and the incumbency of the executing officers of Seller in the form to be agreed upon by the parties;

(v) a Real Property Lease Agreement in the form set forth in Exhibit 1.6(c)(v) duly executed by Seller (the “ Lease Agreement ”) covering that portion of the Dayton Campus described therein;

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(vi) a Bill of Sale, Assignment and Assumption Agreement in the form set forth in Exhibit 1.6(c)(vi) duly executed by Seller (the “ Bill of Sale ”);

(vii) the IP Agreement duly executed by Seller and all documents required to be executed and delivered by Seller pursuant thereto;

(viii) the Transition Services Agreement duly executed by Seller;

(ix) the YPC Agreement duly executed by YPC;

(x) the Non-Competition Agreement duly executed by Seller and the Affiliates named therein;

(xi) the Sublease duly executed by the Affiliate of Seller named therein; and

(xii) all other documents required to be entered into by Seller pursuant to this Agreement.

(d) Purchaser Closing Deliveries . At or prior to the Closing, Purchaser shall deliver, or cause to be delivered, to Seller the following:

(i) the Cash Purchase Payment;

(ii) a certificate of an officer of Purchaser as to compliance with the conditions set forth in Sections 5.3(a) and 5.3(b) ;

(iii) a certificate, dated not more than five (5) Business Days prior to the Closing Date, duly issued by the applicable state agency confirming that Purchaser is in good standing or similar status in the state of Purchaser’s organization;

(iv) a certificate by the Secretary or any Assistant Secretary of Purchaser, dated the Closing Date, certifying the completeness and correctness of the certificate of incorporation and the bylaws of Purchaser, the completeness and correctness of the board of director resolutions of Purchaser relating to this Agreement and any actions contemplated hereby, and the incumbency of the executing officers of Purchaser, in the form to be agreed upon by the parties;

(v) the Bill of Sale duly executed by Purchaser;

(vi) the IP Agreement duly executed by Purchaser and all documents required to be executed and delivered by Purchaser pursuant thereto;

(vii) the Transition Services Agreement duly executed by Purchaser;

(viii) the YPC Agreement duly executed by Purchaser;

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(ix) the Non-Competition Agreement duly executed by Purchaser; and

(x) all other documents required to be entered into by Purchaser pursuant to this Agreement.

1.7. Purchase Price Adjustment; Payment Mechanisms . The Purchase Price shall be subject to adjustment and payments in respect thereof shall be made in accordance with this Section 1.7 .

(a) For all purposes of and under this Agreement:

(i) “ Working Capital ” shall mean (x) (I) the “Current Assets of the ILOB” that are identified as such on Schedule 1.7(a) minus (II) the Disputed CT Receivable Amount plus (III) the Agreed CT Receivable Amount, minus (y) the “Current Liabilities of the ILOB” that are identified as such on Schedule 1.7(a), in each case as calculated or determined in a manner consistent with the procedures, methodologies and assumptions set forth on Schedule 1.7(a) .

(ii) “ Working Capital Target ” shall mean $70,695,356.00.

(iii) “ Variable Monthly Amount ” shall mean the amount identified as such on Schedule 1.7(a) for the month in which Closing occurs.

(iv) “ Current Pay Liabilities ” shall mean an amount equal to the aggregate amounts reflected in General Ledger Account Numbers 21711 and 21772 (as identified as such on Schedule 1.7(a )) and used in calculating Working Capital.

(v) “ Deferred Pay Liabilities ” shall mean an amount equal to the aggregate amounts reflected in General Ledger Account Numbers 21119, 21121, 21112, 21779, 21781, 21792, 21799, 21512 and 21816 (as identified as such on Schedule 1.7(a )) and used in calculating Working Capital.

(vi) “ Disputed CT Receivable ” shall mean the ILOB Accounts Receivable owing by CenturyTel to Seller designated as such on the ILOB Books and Records from which the Disputed CT Receivable Amount is derived.

(vii) “ Disputed CT Receivable Amount ” shall mean $2,318,867.00.

(viii) “ Agreed CT Receivable Amount ” shall mean the amount identified as such on Schedule 1.7(a) for the month in which Closing occurs.

(b) At least five (5) Business Days prior to the Closing, Seller shall cause to be prepared and delivered to Purchaser a statement in the same format as Schedule 1.7(a) , made prior to the application of purchase accounting in respect of the Asset Acquisition (the

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“ Statement of Estimated Closing Date Items ”) setting forth (A) the Working Capital as of the most recent month end prior to Closing as estimated by Seller in good faith (the “ Estimated Working Capital ”), (B) the Variable Monthly Amount with reference to the projected date of Closing (the “ Estimated Variable Monthly Amount ”), (C) the Current Pay Liabilities as of the most recent month end prior to Closing as estimated by Seller in good faith (the “ Estimated Current Pay Liabilities ”), and (D) the Deferred Pay Liabilities as of the most recent month end prior to Closing as estimated by Seller in good faith (the “ Estimated Deferred Pay Liabilities ”), in each case based upon the Books and Records of Seller and applying the terms of this Agreement.

At the Closing and as reflected on the Statement of Estimated Closing Date Items:

(A) to reflect an interim adjustment to the Purchase Price, the Cash Purchase Payment shall be (I) decreased on a dollar-for-dollar basis by the amount that the Estimated Working Capital is less than the Working Capital Target if the Estimated Working Capital is less than the Working Capital Target or (II) increased on a dollar-for-dollar basis by the amount that the Estimated Working Capital is more than the Working Capital Target if the Estimated Working Capital is more than the Working Capital Target;

(B) the Cash Purchase Payment shall be increased on a dollar-for-dollar basis by an amount equal to the Estimated Variable Monthly Amount; and

(C) the Cash Purchase Payment shall be increased on a dollar-for-dollar basis by an amount equal to the Estimated Current Pay Liabilities.

An amount in addition to such Cash Purchase Payment will be paid by Purchaser to Seller no later than the forty-fifth (45th) day after the Closing Date in an amount equal to the Estimated Deferred Pay Liabilities.

(c) As promptly as practicable, but in any event within seventy-five (75) calendar days following the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement (the “ Final Statement ”) setting forth its determination of Working Capital, Variable Monthly Amount, Current Pay Liabilities and Deferred Pay Liabilities, in each case as of the Closing (such items being referred to herein collectively as the “ Closing Date Items ”). Seller will assist Purchaser with the calculation of Closing Date Items to be paid by Seller on behalf of Purchaser subsequent to the Closing. Seller shall have forty-five (45) calendar days after receipt of the foregoing to review the Final Statement and Closing Date Items (the “ Review Period ”) and to notify Purchaser in writing that Seller disputes the Final Statement and any of the Closing Date Items. If Seller does not notify Purchaser in writing on or prior to the expiration of the Review Period that Seller disputes some or all of Purchaser’s calculations related thereto, the Closing Date Items shall be final and binding on the parties. For purposes of Seller’s review of Purchaser’s calculations, Purchaser shall cooperate with Seller with respect to reasonable requests for information with respect thereto, including reasonable access to employees, financial and other records of the ILOB and Purchaser, and all other information related to or affecting such calculation. If Seller accepts the Final Statement and Closing Date Items by delivery of

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written notice to Purchaser or failure to deliver its objection thereto, whether in whole or in part, then:

(A) to reflect a final adjustment to the Purchase Price, (I) if the Estimated Working Capital exceeded the Closing Working Capital, then Seller shall pay to Purchaser an amount equal to the difference between the Estimated Working Capital and the Closing Working Capital, or (II) if the Estimated Working Capital was less than the Closing Working Capital, then Purchaser shall pay to Seller an amount equal to the difference between the Estimated Working Capital and the Closing Working Capital;

(B) if the Closing occurs in a calendar month other than the calendar month used in determining the Estimated Variable Monthly Amount, the Variable Monthly Amount (with reference to the actual calendar month in which the Closing occurs) shall be compared to the Estimated Variable Monthly Amount and if the actual calendar Variable Monthly Amount is (I) more than the Estimated Variable Monthly Amount, Purchaser shall pay an amount equal to the difference to Seller and (II) less than the Estimate Variable Amount, Seller shall pay an amount equal to the difference to Purchaser;

(C) (I) if the Estimated Current Pay Liabilities exceeded the Current Pay Liabilities, then Seller shall pay to Purchaser an amount equal to the difference between the Estimated Current Pay Liabilities and the Current Pay Liabilities, and (II) if the Estimated Current Pay Liabilities was less than the Current Pay Liabilities, then Purchaser shall pay to Seller an amount equal to the difference between the Estimated Current Pay Liabilities and the Current Pay Liabilities; and

(D) (I) if the Estimated Deferred Pay Liabilities exceeded the Deferred Pay Liabilities, then Seller shall pay to Purchaser an amount equal to the difference between the Estimated Deferred Pay Liabilities and the Deferred Pay Liabilities, and (II) if the Estimated Deferred Pay Liabilities was less than the Deferred Pay Liabilities, then Purchaser shall pay to Seller an amount equal to the difference between the Estimated Deferred Pay Liabilities and the Deferred Pay Liabilities,

in each case, with interest on any such amounts calculated using the prime rate of interest (as published in the “Money Rates” table of the Eastern U.S. Edition of THE WALL STREET JOURNAL on the Closing Date) and calculated beginning on the Closing Date and ending on the date of any such payment. If as a result of the application of the foregoing provisions of this Section 1.7(c) each Party is obligated to pay an amount to the other, such amounts shall be netted and the Party with the greater liability shall pay over the netted amount to the other.

(d) If Seller disputes the Final Statement by providing timely written notice of such dispute (a “ Notice of Disagreement ”) prior to the expiration of the Review Period, then Seller and Purchaser shall use Commercially Reasonable Efforts to resolve and finally determine the amount of the Closing Date Items. The Notice of Disagreement delivered by Seller shall set

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forth in reasonable detail the basis for the disagreement described in the Notice of Disagreement. The parties will be deemed to have agreed to all matters related to the calculation of Closing Date Items and all matters set forth in the Final Statement not specifically objected to in the Notice of Disagreement. If Seller and Purchaser are unable to resolve the disagreement within thirty (30) calendar days following the later of the delivery of the Notice of Disagreement or the expiration of the Review Period, then Seller and Purchaser shall retain KPMG (the “ Independent Accountant ”), to resolve the disagreement and make a determination with respect thereto. The Independent Accountant will be retained under a retention letter executed by Seller and Purchaser that specifies that the determination of the Independent Accountant shall be made, and written notice thereof given to Seller and Purchaser, within thirty (30) calendar days after the date of the retention letter and that the determination by the Independent Accountant shall be final, binding and conclusive upon Seller and Purchaser. The scope of the Independent Accountant’s engagement (which will not be an audit) shall be limited to the resolution of the disputed items described in the Notice of Disagreement, and the recalculation, if any, of the Final Statement in light of such resolution. If an Independent Accountant is engaged pursuant to this Section 1.7(d) , the fees and expenses of the Independent Accountant shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by Seller. Within ten (10) calendar days after delivery of a notice of determination by the Independent Accountant as described above, any payment required by Section 1.7(c) hereof shall be made, based on such determination.

(e) To the extent that Seller is given credit pursuant to this Section 1.7 for Current Pay Liabilities and Deferred Pay Liabilities, Seller shall pay over such amounts to the Persons entitled to payment therefor as and when such amounts are due and payable. For the avoidance of doubt, all Current Pay Liabilities and Deferred Pay Liabilities constitute Assumed Liabilities for all purposes of this Agreement.

(f) Notwithstanding anything in this Schedule 1.7(a) , Section 1.7 or this Agreement to the contrary:

(A) (I) in no event will Purchaser be entitled to receive or be given credit for, whether through receipt of payment by or on behalf of CenturyTel associated with the Disputed CT Receivable or application of the provisions of Schedule 1.7(a) , Section 1.7 or any other provision of this Agreement, an amount in excess of the relevant Agreed CT Receivable Amount; and (II) at any time and from time to time on or after the Closing Date, if Purchaser is so benefited it shall promptly pay over to Seller all amounts in excess thereof following Purchaser’s receipt of such benefit.

(B) if Purchaser has not received the full benefit of the Agreed CT Receivable Amount (whether by receipts from CenturyTel or payments or credits arising under this Agreement), Purchaser shall notify Seller by November 30, 2008 if it has a shortfall in the Agreed CT Receivable Amount (and if it does not so notify Seller on or before December 31, 2008, it shall be deemed to have received the full benefit of such amount) and Seller shall pay over any such shortfall on or before the thirtieth (30 ^th ) day following its receipt of such notice.

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1.8. Allocation of Purchase Price . Prior to the Closing Date, Seller and Purchaser shall use Commercially Reasonable Efforts to mutually agree on an allocation of the Purchase Price and Assumed Liabilities among the Transferred Assets according to the relative fair market values of such assets on the Closing Date and consistent with Section 1060 of the Code. The parties agree that the fair market value of the Transferred Assets that are accounts receivable is equal to the face amount of such accounts receivable less any reserves recorded on the Final Statement as finally determined pursuant to the procedures in Section 1.7 and that the fair market value of the Transferred Assets that are prepaid directory production costs related to the directories that have not been published is equal to Seller’s costs of such prepaid directory production costs. If Seller and Purchaser have not so agreed prior to Closing and are unable to agree on such fair market values within ninety (90) days after the Closing, Seller and Purchaser shall select an independent appraisal firm to determine such values. The conclusions of such appraisal firm shall be conclusive and binding. The fees and expenses of such appraisal firm shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Purchaser. Following the Closing Date, Seller and Purchaser in connection with their respective U.S. Federal, state and local income Tax Returns (including amended Tax Returns and claims for refunds) and other filings, shall not take (and shall cause their Affiliates not to take) any position inconsistent with the allocation determined pursuant to this Section 1.8 . Purchaser and Seller shall cooperate in the filing of any forms (including Form 8594) with respect to such allocation, including any amendments to such forms required with respect to any adjustment to the Purchase Price pursuant to this Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby makes the following representations and warranties to Purchaser:

2.1. Organization . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia, and has all requisite corporate power and authority to own, license, operate or lease the assets and properties now owned, licensed, operated or leased by it in connection with the ILOB, and to conduct the ILOB as presently conducted. Seller is duly authorized, qualified or licensed to do business as a foreign corporation, and is in good standing, under the Laws of each state or other jurisdiction in which the character of the properties it owns, operates or leases in connection with the ILOB, or the nature of the activities of the ILOB, makes such qualification necessary, except where the failure to be so qualified would not have a Material Adverse Effect. True and complete copies of the Articles of Incorporation (the “ Articles of Incorporation ”) and Bylaws (the “ Bylaws ”) of Seller, each as amended and in effect as of the date hereof, have been delivered to Purchaser and its agents and representatives. Seller is not in default under or in violation of any provision of its Articles of Incorporation or Bylaws.

2.2. Authority . Seller and each of its Affiliates that is a party to any Ancillary Agreement have all requisite power and authority to execute and deliver this Agreement and such Ancillary Agreements, as applicable, to perform their obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and the execution and delivery by Seller and any of its Affiliates of any Ancillary Agreement to which it is a party, the performance by Seller or any of

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its Affiliates of its or their obligations hereunder and thereunder, as the case may be, and the consummation by Seller and such of its Affiliates of the transactions contemplated hereby and thereby, (i) have not been approved by the sole shareholder of Seller, and no such approval is required under the Georgia Business Corporation Code and (ii) have been duly authorized by all necessary entity action on the part of Seller and such Affiliates. This Agreement has been and each Ancillary Agreement to which Seller or any of its Affiliates is a party, has been duly executed and delivered by Seller or such of its Affiliates, as the case may be, and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by Purchaser, this Agreement and the Ancillary Agreements constitute legally valid and binding obligations of Seller or such Affiliates, as the case may be, enforceable against Seller or such of its Affiliates in accordance with their respective terms, except as such enforceability may be limited by (i) the effect of any applicable Laws of general application relating to bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights and relief of debtors generally, and (ii) the effect of Law and general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

2.3. No Violation; Third Party Consents . Assuming that all consents, waivers, approvals, orders and authorizations set forth on Schedule 2.3 , Schedule 2.9(a) or Schedule 2.9(b) or referred to in Section 2.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with any Governmental Authorities referred to in Section 2.4 or set forth on Schedule 2.4 hereto have been made, the execution and delivery by Seller and any of its Affiliates of this Agreement or any Ancillary Agreement to which Seller or any of its Affiliates is a party, the performance by Seller and such of its Affiliates, as the case may be, of their obligations hereunder and thereunder, and the consummation by Seller and such of its Affiliates, as the case may be, of the transactions contemplated hereby and thereby, will not conflict with or violate in any respect, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, give rise to any right of termination, amendment, modification, acceleration or cancellation of any obligation or loss of any benefit under, result in the creation of any Encumbrance other than a Permitted Encumbrance on any of the Transferred Assets, or require Seller or such of its Affiliates to obtain any consent, waiver, approval or action of, make any filing with, or give any notice to any Person as a result, or under the terms and provisions, of (i) the Articles of Incorporation or Bylaws, (ii) any Business Contract included within the Transferred Assets, or (iii) any Law applicable to Seller, the ILOB or any of the Transferred Assets, or any Governmental Order issued by a Governmental Authority by which Seller or any of the Transferred Assets are in any way bound or obligated, except where any failure to do so would not have a Material Adverse Effect.

2.4. Government Consents . Except (i) the pre-merger notification requirements of the HSR Act or (ii) as set forth on Schedule 2.4 hereto, no consent, waiver, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority is required on the part of Seller or any of its Affiliates in connection with the execution and delivery by Seller and any of its Affiliates of this Agreement or any Ancillary Agreement to which Seller or any of its Affiliates is a party, the performance by Seller and such of its Affiliates, as the case may be, of their obligations hereunder and thereunder, and the consummation by Seller and such of its Affiliates, as the case may be, of the transactions

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contemplated hereby and thereby, except where any failure to do so would not have a Material Adverse Effect.

2.5. Real Property; Fixed Assets .

(a) Schedule 2.5(a)(i) correctly identifies all real property leased or subleased (as lessee or lessor) by Seller that is used in connection with the operation of the ILOB by a Business Employee as of the date hereof (collectively with any improvements thereon, the “ Leased Real Property ”). Seller has delivered, or caused to be delivered, to Purchaser copies of all Real Property Leases, and any amendments, guaranties or addenda thereto related to the Leased Real Property. Other than such Real Property Leases, there are no other material documents in Seller’s possession, custody or control, relating to the use or operation of such Leased Real Property. The Real Property Leases are in full force and effect, and there are no existing defaults or any events that with the passage of time or the giving of notice, or both, would constitute an event of default by Seller, as applicable, under any Real Property Lease or, to the Knowledge of Seller, by any other party to any Real Property Lease. Except as described on Schedule 2.5(a) , Schedule 2.9(a) or Schedule 2.9(b) , no consent, waiver, approval or authorization is required from the lessor or lessee under any Real Property Lease as a result of the execution of this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby and thereby.

(b) Other than the Dayton Campus, Seller owns no real property that is used in connection with the operation of the ILOB.

(c) Schedule 2.5(c) attached hereto contains a true, correct and complete list of all material ILOB Fixed Assets owned or leased by Seller, as reflected in the Seller’s Schedule of ILOB Fixed Assets prepared in the ordinary course of business as of the date set forth therein.

(d) Seller has good and marketable title to the Dayton Campus and a valid leasehold interest in the Leased Real Property, in each case free and clear of any Encumbrances except for Permitted Encumbrances. Seller has not leased or otherwise granted to any Person the right to use or occupy the Dayton Campus or any portion thereof other than for its licensees and invitees. Other than Purchaser’s rights arising under this Agreement, there are no outstanding options, rights or rights of first refusal to purchase or lease the Dayton Campus or any portion thereof or interest therein. There are no pending or, to the Knowledge of Seller, threatened condemnation proceedings or other Actions relating to the Dayton Campus or the Leased Real Property. Other than Seller and its licensees and invitees, there are no parties in possession or parties having any rights to occupy any of the Dayton Campus or, to the Knowledge of the Seller, any of the Leased Real Property.

(e) Except as set forth in Schedule 2.5(e) , all improvements made by Seller or its Affiliates on the Dayton Campus and the Leased Real Property have received all Governmental Authority approvals (including Licenses) required in connection with the ownership or operation thereof, and all such improvements have been and are currently operated and maintained in material compliance with all applicable Laws.

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(f) To the Knowledge of Seller, Seller has reasonably adequate rights of ingress and egress with respect to the Dayton Campus and all the Leased Real Property and the improvements thereon pursuant to public streets and roads or by marketable and insurable appurtenant easements.

(g) Except as set forth in Schedule 2.5(g) , neither the Dayton Campus (including any improvements thereon and the condition or use thereof) nor, to the Knowledge of Seller, any of the Leased Real Property (including any improvements thereon and the condition or use thereof), contravenes or violates any building, zoning, fire safety, seismic, design, conservation, parking, architectural barriers to the handicapped, occupational safety and health or other applicable Law, or any restrictive covenant (whether or not permitted on the basis of prior nonconforming use, waiver or variance), which contravention or violation would reasonably be expected to result in a Material Adverse Effect. As of the date hereof, the Dayton Campus and, taken as a whole, the Leased Real Property is in substantially the same condition it was in on November 30, 2007, ordinary wear and tear and changes and modifications in the ordinary course of business consistent with past practices excepted. The ILOB Fixed Assets, taken as a whole, are in good working order and condition, as used by Seller in the operation of the ILOB, ordinary wear and tear and changes and modifications occurring from the Execution Date to the Closing Date in the ordinary course of business consistent with past practices excepted. The ILOB Inventory consists of items that are of a quality and quantity presently usable or saleable in the ordinary course of business (subject to applicable reserves).

(h) Seller and its Affiliates do not owe any brokerage commission with respect to any Leased Real Property.

2.6. Title to and Sufficiency of Transferred Assets .

(a) Except as disclosed on Schedule 2.6(a) , Seller has good title to the Transferred Assets, free and clear of all Encumbrances except for Permitted Encumbrances.

(b) Except as disclosed on Schedule 2.6(b) and except for Non-Assigned Contracts and non-transferable Business Licenses and for assets to be made available to, or used by Seller and its Affiliates in the provision of services to, Purchaser after the Closing pursuant to the Transition Services Agreement or another Ancillary Agreement, the Transferred Assets together with the assets and properties that are the subject of the IP Agreement and the assets and properties made available to Purchaser under or pursuant to the Lease Agreement, the Sublease and the YPC Agreement, include all assets necessary and sufficient for the operation of the ILOB as it is currently being conducted by Seller and as presently proposed to be conducted by Seller.

2.7. Financial Statements; ILOB Accounts Receivables .

(a) Attached as Schedule 2.7(a) are true and correct copies of the Financial Statements. The Financial Statements have been prepared from, and are in accordance with, the Books and Records of Seller and fairly represent in all material respects the results of operations and selected assets and liabilities of the ILOB as reflected in such Books and Records as of and for the dates and periods identified in the Financial Statements, each of which is subject to the limitations and qualifications set forth therein and in the notes and comments, presentation

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qualifications, and assumptions thereto. Except as expressly noted in Schedule 2.7(a) , each statement of operations included in the Financial Statements fairly and accurately presents in all material respects the results of operations of the ILOB for the periods set forth therein. Each of the accounts reflected in the Financial Statements conforms with GAAP.

(b) All ILOB Accounts Receivable reflected on the Latest Balance Sheet (net of any reserves or write-offs shown thereon, all of which reserves have been established in the ordinary course) and existing on the date hereof are valid, existing and were incurred in the ordinary course of business and arose from transactions for the sale of good and services. Except as set forth on Schedule 2.7(b) and ILOB Accounts Receivable reserved against, to the Knowledge of the Seller, there are no disputes regarding the collectibility of any such ILOB Accounts Receivables. Seller has not factored any of the ILOB Accounts Receivable.

2.8. Absence of Certain Changes or Events . Except as set forth on Schedule 2.8 or otherwise as contemplated by or provided for in this Agreement, the IP Agreement or an Ancillary Agreement:

(a) Since December 31, 2006, there has not been any Material Adverse Effect and no state of facts exists, nor has there been any change, event, effect or occurrence that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect;

(b) Since December 31, 2006, Seller has carried on the ILOB in the ordinary course of business consistent with past practice;

(c) Since December 31, 2006, Seller has collected all Accounts Receivable and paid all accounts payable in the ordinary course of business consistent with past practice; and

(d) Seller has not taken any action or failed to take any action that would have resulted in a breach of Section 4.1 had such Section been in effect on November 30, 2007.

2.9. Business Contracts .

(a) Schedule 2.9(a) hereto contains a list of the following material Contracts (including all amendments thereto) included in the Transferred Assets (each, a “ Business Contract ” and, collectively, the “ Business Contracts ”):

(i) Real Property Leases;

(ii) capital or operating leases or conditional sales agreements;

(iii) employment, consulting, separation, collective bargaining or other labor agreements, including Contracts (1) to employ or terminate executive officers or other personnel and other Contracts with present or former officers or directors of Seller or (2) that will result in the payment by, or the creation of any Liability to pay on behalf of Purchaser or Seller any severance, termination, “golden parachute,” or other similar payments to any present or former personnel following termination of

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employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement;

(iv) agreements for the purchase of ILOB Inventory, other materials or real or personal property, in each case other than in the ordinary course of business;

(v) agreements under which Seller is obligated to indemnify, or entitled to indemnification from, any other Person, other than any agreement that requires indemnification solely in connection with or as a result of a breach of such agreement;

(vi) manufacturing or joint development agreements;

(vii) license agreements or royalty agreements, whether Seller is the licensor or licensee thereunder, other than Shrink-Wrap Licenses;

(viii) confidentiality and non-disclosure agreements (whether Seller is the beneficiary or the obligated party thereunder) entered into on or after January 1, 2006, other than those entered into in the ordinary course of business;

(ix) customer orders, services or sales contracts under which the customer is to make a payment or under which the ILOB is required to perform after the Execution Date, in each case with an annual value in excess of $250,000;

(x) distributor agreements, sales agency agreements or similar agreements with an annual value in excess of $100,000;

(xi) Contracts involving future expenditures or Liabilities, actual or potential, after the Execution Date with an annual value in excess of $100,000;

(xii) Contracts or commitments relating to commission arrangements with others;

(xiii) promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether Seller shall be the borrower, lender or guarantor thereunder (excluding credit provided by Seller in the ordinary course of business to purchasers of its products and services and obligations to pay vendors in the ordinary course of business and consistent with past practice);

(xiv) Contracts containing covenants limiting the freedom of Seller, the ILOB or any Representative or Affiliate of Seller, to engage in any line of business or compete with any Person;

(xv) Contracts with any Governmental Authority with an annual value in excess of $100,000;

(xvi) Contracts with any Related Party;

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(xvii) Contracts that involve the purchase or sale of any business, corporation, partnership or other organization, any division, operating unit or product line thereof or any other material assets;

(xviii) Contracts that create a power of attorney or other similar grant of agency;

(xix) Contracts that involve a settlement pursuant to which Seller or the ILOB will be required to pay consideration in excess of $100,000;

(xx) all joint venture, partnership, limited liability company or other similar agreements;

(xxi) Contracts for the provision of goods and services to the Seller to the extent related exclusively to the ILOB;

(xxii) to the extent not captured elsewhere in this Section 2.9(a) , agreements that are not terminable by Seller or the ILOB without penalty on ninety (90) calendar days’ or less notice; and

(xxiii) all other agreements or arrangements or plans not made in the ordinary course of the ILOB’s business that are material to the ILOB.

(b) Except as set forth on Schedule 2.9(b) hereto, Seller has made available to Purchaser a complete and correct copy of each written Business Contract (and summaries of each oral Business Contract), including all amendments, extensions, renewals and modifications thereto. Except as set forth on Schedule 2.8 or Schedule 2.9(b) hereto (i) each Business Contract is, in full force and effect and represents a valid, binding and enforceable obligation of Seller in accordance with the respective terms thereof and, to the Knowledge of Seller, represents a valid, binding and enforceable obligation of each other party thereto, (ii) there exists no material breach or material default (or event, circumstance or condition, that with notice or the lapse of time, or both, would constitute a material breach or material default) on the part of Seller or, to the Knowledge of Seller, on the part of any other party under any Business Contract, and (iii) none of the Business Contracts will terminate or be rescinded, or give rise to such right, or cease to be valid and enforceable agreements by reason of the execution, delivery and performance of this Agreement or by any of the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. Except as set forth on Schedule 2.9(b) hereto, Seller has fulfilled, or taken all actions necessary to enable it to fulfill when due, all of its obligations under each of such Business Contracts, determined as of the date hereof and without giving effect to any of the transactions contemplated by this Agreement or any Ancillary Agreement, or any changes or effects arising from the announcement or consummation of the transactions contemplated by this Agreement or any Ancillary Agreement, or the taking of any action contemplated by or permitted by this Agreement. Except as set forth on Schedule 2.8 or Schedule 2.9(b) hereto, since December 31, 2006, Seller has not received any notice of cancellation or termination or change in material terms (including pricing, term and volume) of any Business Contract, and to the Knowledge of Seller, there has not been any occurrence of any event that is likely to result in such a termination or reduction, in each case without giving effect

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to any of the transactions contemplated by this Agreement or any Ancillary Agreement, or any changes or effects arising from the announcement or consummation of the transactions contemplated by this Agreement or any Ancillary Agreement, or the taking of any action contemplated by or permitted by this Agreement.

2.10. Intellectual Property . The representations and warranties set forth in the IP Agreement are the sole and exclusive representations and warranties made by Seller in respect of intellectual property.

2.11. Business Licenses . Seller owns or possesses all right, title and interest in and to all Licenses which are necessary or material to conduct the ILOB as conducted by Seller as of the Execution Date (each, a “ Business License ” and, collectively, the “ Business Licenses ”) each of which is set forth on Schedule 2.11 hereof. No loss or expiration of any Business License is pending or, to the Knowledge of the Seller, threatened, other than the expiration of any Business Licenses in accordance with the terms thereof which may be renewed in the ordinary course of business. Seller is not in default, nor has it received any written notice of any claim of default, with respect to any such Business License. All Business Licenses are valid and in full force and effect, and there is no Action (other than one resulting from the announcement or consummation of the transactions contemplated by or provided for in this Agreement) that could reasonably be expected to result in the termination, impairment or nonrenewal thereof.

2.12. Business Employees .

(a) On the date hereof, Seller has delivered to Purchaser’s Chief Financial Officer, Scott A. Berman, via electronic mail from Carlos Pena, Esq. a correct and complete list of all personnel of the ILOB that are employed by Seller as of the Execution Date, including (and designating as such) any such employee who is an inactive employee on paid or unpaid leave of absence, and indicating the date of employment, current title, location of employment and compensation. Each employee set forth on such list, each additional ILOB employee who is hired by Seller following the Execution Date and prior to the Closing Date, and each ILOB employee whose employment is terminated prior to the Execution Date shall be referred to individually as a “ Business Employee ” and collectively as, the “ Business Employees .”

(b) With respect to the Business Employees: (i) since January 1, 2003, Seller has been in material compliance with all applicable Laws relating to the employment and labor, including those related to equal opportunity, wages, hours, collective bargaining, occupational safety and health, immigration and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Authority; (ii) Seller has withheld and paid to the appropriate Governmental Authority or is holding for payment not yet due to such Governmental Authority all amounts required to be withheld; and (iii) Seller is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing. Seller has paid in full to all Business Employees, or fully accrued for on the Financial Statements, all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such Business Employees and there is no claim with respect to the payment of wages, salary or overtime pay that has been asserted or is now pending or threatened before any Governmental Authority with respect to any Business Employees. Seller is not a party to, or otherwise bound by, any consent decree with any Governmental Authority relating to any Business Employees or

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Seller’s employment practices. There is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or, to the Knowledge of the Seller, threatened with respect to any Business Employees. There is no charge of discrimination in employment or employment practices, for any reason, including age, gender, race, religion or other legally protected category, which has been asserted or is now pending or, to the Knowledge of the Seller, threatened before the United States Equal Employment Opportunity Commission or any other Governmental Authority in any jurisdiction in which Seller has employed or employs any Business Employees.

(c) With respect to the ILOB, (i) Seller has not engaged in, and is not engaged in, any unfair labor practice and (ii) no unfair labor practice compliant, grievance or arbitration proceeding is pending or, to the Knowledge of Seller, threatened against Seller.

(d) Since December 31, 2006, there has not been any resignation or termination of any Business Employees whose annual compensation exceeds $75,000, or any increase in the rate of compensation payable or to become payable to any Business Employees whose annual compensation exceeds $75,000, including the making of any loan to, or the payment, grant or accrual of any bonus, incentive compensation, service award or other similar benefit to, any such Person, or the addition to, modification of, or contribution to any Plan other than the extension of coverage under such plan to others who became eligible after December 31, 2006, in each case other than in the ordinary course of business and consistent with past practice.

2.13. Labor Matters . With respect to the ILOB, Seller is not bound by or subject to (and none of its assets or properties used in the ILOB is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and, to the Knowledge of Seller, no labor union has made any organizational effort, made a written demand for recognition, or filed any petition with the National Labor Relations Board, in so far as relates to the Business Employees at any time in the past five (5) years. Except as set forth on Schedule 2.13 , each of the Business Employees is terminable at the will of Seller. There is no pending strike, work stoppage, work slowdown or lock-out involving the Business Employees, nor to the Knowledge of Seller, is any threatened.

2.14. Employee Benefit Plans .

(a) Schedule 2.14(a)(i) contains a correct and complete list of each employment, bonus, deferred compensation, incentive compensation, stock purchase, stock option, restricted stock, stock appreciation right or other stock-based incentive, severance or other termination pay, change-in-control, retention, health, disability, life, cafeteria, insurance, supplemental unemployment benefits, profit-sharing, holiday bonus or other mandatory annual payment, fringe, pension, or retirement plan, program, policy, agreement or arrangement, and each other employee benefit plan, program, agreement or arrangement sponsored, maintained, participated in or contributed to or required to be contributed to by Seller with respect to any past or current Business Employees (collectively, the “ Plans ”). Schedule 2.14(a)(ii) identifies each of the Plans that is an “employee welfare benefit plan,” or “employee pension benefit plan” as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the “ ERISA Plans ”). Neither Seller nor any ERISA Affiliate has any formal plan

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or commitment, whether legally binding or not, to create any additional Plan or modify or change any existing Plan that would affect only any of the Business Employees.

(b) With respect to each of the Plans, Seller has heretofore delivered to Purchaser true and complete copies of the most recent Summary Plan Description (“ SPD ”), together with all summaries of modification issued with respect to such SPD, if required under ERISA, with respect to each ERISA Plan, and the following documents:

(i) a copy of the Plan documents (including all amendments thereto) for each written Plan or a written description of any Plan that is not otherwise in writing;

(ii) a copy of all other material employee communications relating to each ERISA Plan; and

(iii) the most recent determination letter received from the IRS with respect to each Plan that is intended to be qualified under Section 401(a) of the Code.

(c) None of the Business Employees currently or previously has participated in a multiemployer pension plan (within the meaning of Section 4001(a)(3) of ERISA) that is covered by Title IV of ERISA (a “multiemployer plan”) as to which Seller or an ERISA Affiliate has any liability or reasonably could be expected to have liability for any partial or complete withdrawal with respect to the Business Employees and as to which there would be any withdrawal liability if Seller were to completely withdraw from such plan as of the Closing Date and disregarding contributions attributable to any other business retained by Seller and its Affiliates. Except as set forth in Schedule 2.14(c) , none of the Plans is a “defined benefit plan” as defined in ERISA Section 3(35).

(d) Each of the Plans has been operated and administered in all material respects in accordance with its terms and all applicable Laws, including, but not limited to, ERISA and the Code. Each of the ERISA Plans that is intended to be “qualified” within the meaning of Code Section 401(a) is so qualified.

(e) Except as set forth on Schedule 2.14(e) , no Plan provides benefits, including death or medical benefits (whether or not insured) with respect to current or former Business Employees after retirement or other termination of service for reasons other than death (other than (i) coverage mandated by applicable Laws, (ii) death benefits or retirements benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, (iii) deferred compensation benefits accrued as liabilities on the books of Seller or an ERISA Affiliate or (iv) benefits, the full direct cost of which is borne by the current or former employee (or beneficiary thereof)).

2.15. Litigation; Governmental Orders .

(a) Except as set forth on Schedule 2.15(a) hereto, there are no pending or, to the Knowledge of Seller, threatened Actions by any Person or Governmental Authority against the Seller relating to the ILOB or, to the Knowledge of Seller, to which any of the Transferred

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Assets are subject, without giving effect to any of the transactions contemplated by this Agreement or any Ancillary Agreement, or any changes or effects arising from the announcement or consummation of the transactions contemplated by this Agreement or any Ancillary Agreement, or the taking of any action contemplated by or permitted by this Agreement. Seller has made available to Purchaser copies of all material pleadings, correspondence and other material documents relating to each Action listed on Schedule 2.15(a) . To the Knowledge of the Seller and other than in respect of any failure to obtain any consent in respect of any Business Contract as set forth in Schedule 2.9(a) or Schedule 2.9(b) in connection with this Agreement or any Ancillary Agreement and the transactions contemplated hereby and thereby, there is no basis for any Action, which if adversely determined against Seller, its directors or officers, or any other Person could reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.

(b) Seller insofar as relates to the ILOB or any of the Transferred Assets is not subject to or bound by any Governmental Order.

2.16. Compliance with Laws . Except as set forth on Schedule 2.16 hereto and in respect of Laws other than Environmental Laws or those that relate to or implicate Environmental Matters (which are covered exclusively in Section 2.17 ), Seller has conducted the ILOB in material compliance with, is in material compliance with, and Seller has not received since January 1, 2002, any written claim or notice that Seller is not in material compliance with, any Laws or Governmental Orders applicable to the ILOB or the Transferred Assets. Seller has filed with the relevant Governmental Authority all material reports required by applicable Law. Seller does not have any present intentions to make any changes in the conduct of the business were it to continue to own and operate the ILOB that could reasonably be expected to result in or cause the ILOB to be in noncompliance with applicable Laws or that would reasonably be expected to require changes in or a loss of any such Licenses or an increase in any expenses related thereto other than in connection with this Agreement.

2.17. Environmental Matters .

(a) Except as set forth in Schedule 2.17(a) , Seller is and has been in material compliance with all Environmental Laws applicable to its operation of the ILOB.

(b) Except as set forth in Schedule 2.17(b)(i) , Seller has been duly issued and maintains all Environmental Permits that are required of Seller for the lawful operation of the ILOB, and all Environmental Permits possessed by Seller in connection with the ILOB are set forth in Schedule 2.17(b)(ii) . Except as set forth in Schedule 2.17(b)(iii) , each such Environmental Permit is in full force and effect, and Seller is in material compliance with such Environmental Permits.

(c) Except as set forth in Schedule 2.17(c) , no Environmental Claims have been asserted in writing or, to the Knowledge of Seller, threatened, against Seller relating to the Dayton Campus, the Leased Real Property, ILOB or the Transferred Assets.

(d) (i) Except as set forth in Schedule 2.17(d)(i) , there has been no Release at, on, under, from or to (A) the Dayton Campus, and (B) to the Knowledge of Seller, at any Leased

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Real Property. (ii) Except as set forth in Schedule 2.17(d)(ii) , there has been no Release at any real property formerly but not currently owned by the Seller, in connection with the ILOB and, to the Knowledge of Seller, formerly operated or leased by the Seller in connection with the ILOB, in each case during the term of Seller’s ownership, operation or tenancy of such property, and such that Seller is or could be liable for Remediation with respect to such Hazardous Materials. (iii) Except as set forth in Schedule 2.17(d)(iii) , Seller has not, in connection with the ILOB, arranged, by contract, agreement or otherwise for the transportation, treatment or disposal of Hazardous Materials at any location such as has resulted or could result in any material Liability for the failure to comply with applicable Environmental Laws.

(e) (i) Except as set forth in Schedule 2.17(e)(i) , the Dayton Campus does not contain, and to the Knowledge of Seller none of the Leased Real Property contains, any of the following: (A) underground improvements (underground storage tanks or underground piping associated with such tanks) used currently or in the past for the management of Hazardous Materials; (B) any dump or landfill or other unit for the treatment or disposal of Hazardous Materials; (C) wetlands regulated under applicable Environmental laws; (D) PCBs; or (E) mold in quantities and form such that it is harmful to human health. (ii) Except as set forth in Schedule 2.17(e)(ii) , the Real Property does not contain any damaged lead-based paint, or friable or damaged asbestos-containing materials and, to the Knowledge of Seller, does not contain lead-based paint or asbestos-containing materials in any form or condition.

(f) Seller has made available to Purchaser copies of all material environmental assessments, reports, audits and other material documents issued since January 1, 2002, in its possession or under its control that relate to the following: (i) the Dayton Campus or the Leased Real Property; (ii) any real property formerly owned, operated, or leased by Seller in connection with the ILOB; or (iii) Seller’s compliance with Environmental Laws in connection with the ILOB.

(g) Except as set forth in Schedule 2.17(g) , no authorization, notification, recording, filing, consent, waiting period, Remediation or approval is required under any Environmental Law in order to consummate the transaction contemplated hereby.

(h) Except as set forth on Schedule 2.17(h) , no Encumbrance in favor of any person relating to or in connection with any Environmental Claim has been filed or, to the Knowledge of Seller, has attached to the Dayton Campus or any of the Leased Real Property.

2.18. Tax Matters .

(a) Except as set forth in Schedule 2.18 hereto:

(i) Seller has timely filed, and will timely file, all Tax Returns which it is required to file under applicable Laws with respect to any taxable period ending on or before the Closing Date, and paid or will pay, deposited or will deposit, all amounts shown thereon as due or owing or as collected and withheld;

(ii) All such Tax Returns are correct and accurate in all material respects;

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(iii) There are no Encumbrances for Taxes (other than for current Taxes not yet due and payable) on any of the Transferred Assets; and

(iv) With respect to the ILOB, Seller has paid or deposited all Taxes due and owing by it (whether or not such Taxes are required to be shown on a Tax Return) and has collected and withheld and paid over to the appropriate taxing authority all Taxes which it has been required to collect or withhold from amounts paid or owing to any employee, shareholder, creditor or other third party. Seller has complied and is in compliance with all applicable Laws, rules and regulations relating to the payment, withholding and information reporting requirements relating to any Taxes required to be collected or withheld. All individuals employed with respect to the ILOB and paid for services by Seller have been properly classified as either employees or independent contractors in accordance with the Code and applicable Tax Laws.

(b) Seller is not a foreign person within the meaning of Section 1445 of the Code.

(c) With respect to the ILOB, no claim has