SHARE EXCHANGE AGREEMENT

Exhibit 2.1

      EXECUTION COPY

SHARE EXCHANGE AGREEMENT

by and between

MEDIACOM COMMUNICATIONS CORPORATION,

SHIVERS INVESTMENTS, LLC,

and

SHIVERS TRADING & OPERATING COMPANY,

Dated as of September 7, 2008

TABLE OF CONTENTS

SHARE EXCHANGE AGREEMENT

     This SHARE EXCHANGE AGREEMENT, dated as of September 7, 2008 (this “ Agreement ”), is entered into by and between MEDIACOM COMMUNICATIONS CORPORATION, a Delaware corporation (“ Parent ”), SHIVERS TRADING & OPERATING COMPANY, a Georgia corporation (“ Shivers ”), and SHIVERS INVESTMENTS, LLC, a Georgia limited liability company and an indirect, wholly owned subsidiary of Shivers (“ Shivers LLC ”).

WITNESSETH:

     WHEREAS, Parent indirectly through the Parent Entities currently owns cable television, Internet data delivery, and telephony systems, and related assets located in and around the communities and franchise areas listed on Schedule A (the “ Systems ”) and operates the Systems to provide cable television, Internet access, and telephony services to subscribers (the “ Business ”);

     WHEREAS, on or prior to the Closing, Parent will use its reasonable efforts to complete the Parent Restructuring, pursuant to which the Estimated Cash Amount will be transferred, whether by contribution or otherwise, to a newly organized Georgia corporation (“ SplitCo ”) and the Business, as a going concern, will be transferred, whether by contribution or otherwise, to a newly organized single member Georgia limited liability company (“ SplitCo Sub ”) wholly owned by SplitCo;

     WHEREAS, upon the terms and subject to the conditions set forth in this Agreement, (a) Parent desires to exchange the SplitCo Shares for the Shivers Parent Shares, and (b) Shivers desires to cause Shivers LLC to exchange the Shivers Parent Shares for the SplitCo Shares;

     WHEREAS, the parties hereto intend that the Exchange will qualify as a tax-free transaction under Section 355(a) of the Code; and

     NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

          Section 1.1 Certain Definitions . As used in this Agreement and the schedules hereto, the following terms have the respective meanings set forth below.

     “ Accounts Receivable ” means all accounts receivable of any Parent Party derived exclusively from the operation of the Systems prior to the Closing Date.

     “ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” means the possession, directly or indirectly, of the

power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the ability to elect the members of the board of directors or other governing body of a Person, and the terms “controlled” and “controlling” have correlative meanings. For purposes of this Agreement, none of Shivers, Shivers LLC, William S. Morris III, Craig S. Mitchell and their respective Affiliates shall be considered Affiliates of Parent.

     “ Ancillary Agreements ” means, collectively, Transition Services Agreement and the Call Center Sublease.

     “ Antitrust Laws ” means the Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal Trade Commission Act, as amended, and all other federal and state Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

     “ Assumed Liabilities ” means any and all liabilities of Parent (i) which are included as a Current Liability and which have been taken into account in determining the Net Working Capital Adjustment; (ii) that arise under the Franchises, Permits, Business Contracts or the FCC Licenses and any other instruments included within the Business Assets relating to the operation of the Systems, in each case, in accordance with the terms thereof, the conduct of the Business or the ownership of the Business Assets (other than Excluded Assets) on or after the Closing Date, and arising out of events occurring on or after the Closing Date; (iii) that arise as a result of the conduct of the Business or the ownership of the Business Assets (other than Excluded Assets) on or after the Closing Date, and that arise out of events occurring on or after the Closing Date; (iv) that arise from the acts and omissions of any Transferred Employees from and after the Closing; and (v) listed on Schedule B .

     “ Basket Breaches ” means the failure of any representation or warranty contained in this Agreement and made by Parent (other than those representations and warranties contained in Sections 3.1, 3.2 (other than the penultimate sentence of Section 3.2(c)), 3.3, 3.20, 3.22 and the first sentence of 3.11) to be true and correct when made or deemed made.

     “ Basket Exception Breach ” means the failure of any representation or warranty contained in Sections 3.1, 3.2 (other than the penultimate sentence of Section 3.2(c)), 3.3, 3.20, 3.22 and the first sentence of 3.11 of this Agreement to be true and correct when made or deemed made.

     “ Basic Service ” means the lowest level of cable television service offered by each System that includes broadcast programming.

     “ Basic Subscribers ” means the total number of Subscribers that (i) subscribe to Parent’s Basic Service (either alone or in combination with any other service) (exclusive of “second outlets,” “additional outlets,” or “courtesy accounts,” as such terms are commonly understood in the cable television industry) or have requested to be installed with Parent’s Basic Service (either alone or in a combination with any other service) but installation has not been completed; (ii) have paid their applicable installation fee and the first month’s billed charges for their Basic Service; (iii) do not have more than ten dollars ($10.00) owing to Parent Parties sixty (60) days or more overdue from the first day of the period to which any outstanding bill relates; (iv) have

not requested disconnection and consistent with Parent’s policy on disconnection should not have been disconnected; and (v) in the case of households that became Subscribers within ninety (90) days preceding the applicable date as of which the number of Basic Subscribers is determined, that became Subscribers only pursuant to customary promotions conducted in the ordinary course of business consistent with Parent’s past practices.

     “ Broadband Service ” means any level of Internet access service offered by the Systems.

     “ Broadband Subscribers ” means the total number of Subscribers that (i) subscribe to Parent’s Broadband Service (either alone or in combination with any other service) (exclusive of “courtesy accounts,” as such term is commonly understood in the cable television industry) or have requested to be installed with Parent’s Broadband Service (either alone or in a combination with any other service) but installation has not been completed; (ii) have paid their applicable installation fee and the first month’s billed charges for their Broadband Service; (iii) do not have more than ten dollars ($10.00) owing to Parent Parties sixty (60) days or more overdue from the first day of the period to which any outstanding bill relates; (iv) have not requested disconnection and consistent with Parent’s policy on disconnection should not have been disconnected; and (v) in the case of households that became Subscribers within ninety (90) days preceding the applicable date as of which the number of Broadband Subscribers is determined, that became Subscribers only pursuant to customary promotions conducted in the ordinary course of business consistent with Parent’s past practices.

     “ Bulk Accounts ” means Parent’s agreements with owners of Multiple Dwelling Units, campgrounds, nursing homes, hotels, and similar businesses and restaurants, bars and similar businesses for the provision of Cable Service, Broadband Service, Digital Service, and/or Telephony Service at a discounted or bulk rate and such accounts (i) subscribe to Parent’s Cable Service, Broadband Service, Digital Service, and/or Telephony Service or have requested to be installed with any such service but installation has not been completed; (ii) have paid their applicable installation fee and the first month’s billed charges for Cable Service, Broadband Service, Digital Service, and/or Telephony Service, as applicable; (iii) do not have more than ten dollars ($10.00) owing to Parent Parties sixty (60) days or more overdue from the first day of the period to which any outstanding bill relates; (iv) have not requested disconnection and consistent with Parent’s policy on disconnection should not have been disconnected; and (v) in the case of accounts that became Subscribers within ninety (90) days preceding the applicable date as of which the number of Bulk Subscribers is determined, that became Subscribers only pursuant to customary marketing promotions conducted in the ordinary course of business consistent with past practices.

     “ Bulk Subscribers ” means the subscribers with respect to Bulk Accounts. The number of Bulk Subscribers with respect to each Bulk Account shall be deemed to equal (i) the sum of (x) the aggregate of total billings, before nonrecurring charges or credits, derived from each Bulk Account in the month preceding Closing divided by (y) the average rate for the level of Cable, Broadband, and/or Telephony Service provided to each such Bulk Account, as applicable, in effect in the Systems in that month. For example, if an apartment building is charged one thousand dollars ($1,000.00) for Expanded Basic Service, and the average rate for Expanded Basic Service is fifty dollars ($50.00) per month, the Bulk Subscribers for Expanded Basic Service shall be deemed to be twenty (20). If a Bulk Account is provided with multiple services

(e.g., Expanded Basic, Broadband Service, and Telephony Service), the number of Bulk Subscribers shall be calculated by reference to the average rate charged to a residential subscriber to obtain a similar package of services. For example, if a residential subscriber is charged one hundred dollars ($100.00) per month to receive a package of Expanded Basic Service, Broadband Service, and Telephony Service, and the Bulk Account is charged one thousand dollars ($1,000.00) per month for such services, then the Bulk Account shall be deemed to consist of ten (10) subscribers for each such service (resulting in thirty (30) RGUs).

     “ Business Assets ” means all of Parent Parties’ privileges, rights, interests and properties, real and personal, tangible and intangible, that relate directly to the Business and operations of the Systems and are used primarily in the Systems or the Business, including Franchises, Permits, FCC Licenses, FAA licenses, registrations, and permits, Real Property, Equipment, Business Contracts, Intangibles, Accounts Receivable and any Parent Parties’ records, files and data related directly to the Business and operations of the Systems, excluding any Excluded Assets. It is understood that all of the Parent Parties’ tangible personal property physically based at the Systems are included in the Business Assets, unless specifically listed as Excluded Assets or otherwise indicated in the Parent Disclosure Schedule.

     “ Business Contract ” means leases, easements, rights-of-way, crossing agreements, equipment leases, Bulk Subscriber agreements, agreements for access to Multiple Dwelling Units, pole attachment and conduit agreements, subscriber agreements and other agreements, written or oral (including any amendments and other modifications thereto) other than Franchises, Permits or Contracts listed or referred to on Schedule C , to which any Parent Party is a party or which are binding upon a Parent Party and relate exclusively to the operation of the Business Assets or the Business, and (i) which are in effect on the date hereof or (ii) which are entered into by a Parent Party as permitted by Section 5.2 of this Agreement between the date hereof and the Closing Date, including those items listed on Schedule 3.7(a) of the Parent Disclosure Schedule.

     “ Business Day ” means a day except a Saturday, a Sunday or other day on which the banks in the City of New York are authorized or required by Law to be closed.

     “ Business Employee ” means, as to a System, the full-time, part-time and per-diem employees employed by any Parent Party exclusively in connection with the conduct and operation of such System as of the date hereof, other than any such individuals who cease employment with any Parent Party prior to the Closing, but including any such individual hired after the date hereof and prior to the Closing in full compliance with Section 5.2.

     “ Business Material Adverse Effect ” means, with respect to the Business, any change, event, occurrence or effect that has a material adverse effect on the results of operations, financial condition, operations or assets of the Business, other than changes, events, occurrences or effects (A) generally affecting the cable television industry on a national basis (including regulatory or legislative matters), or (B) arising out of, resulting from or attributable to general economic conditions, acts of war or terrorism or natural disaster, in each case, that do not directly affect the Business Assets or changes in Law or GAAP or in accounting standards, other than those that affect the Business in a materially disproportionate manner (as compared to

businesses of similar size and operating in the same general geographic area and industry as the Business operates), to the extent the Business is so disproportionately affected.

     “ Cable Service ” means either Basic Service or Expanded Basic Service.

     “ Cable Subscribers ” means the total number of Subscribers that (i) subscribe to Cable Service (either alone or in combination with any other service) (exclusive of “second outlets” or “additional outlets”) or have requested to be installed with any such service but installation has not been completed, and provided that an entity that obtains both Basic Service and Expanded Basic Service shall be deemed to be only one Cable Subscriber); (ii) have paid their applicable installation fee and the first month’s billed charges for their Cable Service; (iii) do not have more than ten dollars ($10.00) owing to Parent Parties sixty (60) days or more overdue from the first day of the period to which any outstanding bill relates; (iv) have not requested disconnection and consistent with Parent’s policy on disconnection should not have been disconnected; and (v) in the case of households that became Subscribers within ninety (90) days preceding the applicable date as of which the number of Cable Subscribers is determined, that became Subscribers only pursuant to customary promotions conducted in the ordinary course of business consistent with Parent’s past practices.

     “ Call Center Sublease ” means the sublease agreement to be entered into between a Parent Entity and SplitCo Sub relating to the sublease from SplitCo Sub to a Parent Entity of a portion of the premises subject to that certain Real Estate Lease, effective July 1, 1998, between Pace Brothers Construction Company, Incorporated and Mediacom Southeast LLC, as amended and supplemented from time to time.

     “ Cash Amount ” means the Shivers Parent Shares Value, minus the Systems Value, plus the RGU Deficiency Amount (if any) and (x) plus the Net Working Capital Adjustment Amount (if the Net Working Capital Adjustment Amount is an addition to Current Assets) or (y) minus the Net Working Capital Adjustment Amount (if the Net Working Capital Adjustment Amount is a subtraction from Current Assets).

     “ Code ” means the United States Internal Revenue Code of 1986, as amended.

     “ Commercial Customer ” shall mean any commercial account for the provision of Cable Service, Broadband Service, Digital Service, or Telephony Service (or any combination of the foregoing).

     “ Communications Act ” means the Communications Act of 1934, as amended, including by the Cable Communications Policy Act of 1984, the Cable Television Consumer Protection and Competition Act of 1992 and the Telecommunications Act of 1996.

     “ Confidential Business Information ” means all information that qualifies as Proprietary Information under the Confidentiality Agreement.

     “ Confidentiality Agreement ” means the letter agreement dated June 9, 2008, between Shivers LLC and Parent, as amended and supplemented from time to time.

     “ Contract ” means any contract, agreement, indenture, credit agreement, deed of trust, license, note, bond, mortgage, lease, guarantee and any similar understanding or arrangement, whether written or oral.

     “ Controlling Interest ” means (i) the beneficial ownership by any Person or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange Act or any successor provisions thereto, of more than fifty percent (50%) of the aggregate voting power of all classes of voting securities of any company or business or (ii) or the power to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

     “ Current Assets ” means the assets of SplitCo Sub shown on the Estimated Closing Balance Sheet or the Final Closing Balance Sheet, as applicable, which are properly classified as current assets in accordance with GAAP, including prepaid expenses and deposits with third parties as security for any Parent Parties’ performance of the Business Contracts assumed by SplitCo Sub as of the Closing Date, but excluding any amounts with respect to Taxes, any inter-company accounts or notes cancelled under Section 5.14 and any late charges, interest, returned check fees or similar fees imposed by Parent Parties, provided that the Estimated Closing Balance Sheet and Final Closing Balance Sheet shall include a reserve for uncollectible Accounts Receivable equal to the sum of the following (without duplication):

          (i) Five percent (5%) of Accounts Receivable due from each Subscriber outstanding for more than thirty (30) days, but not more than sixty (60) days, from the first day of the period to which any outstanding bill for such Subscriber relates; plus

          (ii) One hundred percent (100%) of Accounts Receivable due from any Subscriber for whom any amount owed under any bill is outstanding for more than sixty (60) days from the first day of the period to which any outstanding bill for such Subscriber relates;

      provided , further , it is specifically understood and agreed that unpaid amounts not exceeding $10.00 in respect of customary late charges imposed by Parent shall be excluded from a Subscriber’s account for purposes of determining the aging of any Subscriber’s Accounts Receivable.

     “ Current Liabilities ” means the liabilities of SplitCo Sub shown on the Estimated Closing Balance Sheet or the Final Closing Balance Sheet, as applicable, which are properly classified as current liabilities in accordance with GAAP, but specifically including (without duplication) accrued expenses, advance payments, deferred revenues, prepaid income, Transferred Employees’ accrued but unused vacation entitlement and compensatory time off and the amount of any Subscriber deposits retained by a Parent Party, but excluding any amounts with respect to Taxes, any inter-company accounts or notes cancelled under Section 5.14.

     “ Digital Service ” means any digital tier of cable service offered by each System.

     “ Digital Subscribers ” means the total number of Subscribers that (i) subscribe to Parent’s Digital Service (either alone or in combination with any other service) (exclusive of “courtesy accounts,”) or have requested to be installed with Parent’s Digital Service but installation has not been completed; (ii) have paid their applicable installation fee and the first month’s billed

charges for their Digital Service; (iii) do not have more than ten dollars ($10.00) owing to Parent Parties sixty (60) days or more overdue from the first day of the period to which any outstanding bill relates; (iv) have not requested disconnection and consistent with Parent’s policy on disconnection should not have been disconnected; and (v) in the case of households that became Subscribers within ninety (90) days preceding the applicable date as of which the number of Digital Subscribers is determined, that became Subscribers only pursuant to customary promotions conducted in the ordinary course of business consistent with Parent’s past practices.

     “ DOJ ” means the United States Department of Justice.

     “ Employee Benefit Plans ” means any (i) employee benefit plan, arrangement or policy (as defined in Section 3(3) of ERISA), including any retirement, pension, deferred compensation, severance, profit sharing, savings, group health, dental, life insurance, disability or cafeteria plan, policy or arrangement, (ii) any stock option, stock purchase or equity-based compensation plan, (iii) any bonus or incentive arrangement and (iv) any severance, termination, or change of control agreements, policies or arrangements regardless of whether covered by ERISA, in each case maintained or contributed to by Parent or any of its Affiliates for the benefit of any current or former Business Employee.

     “ Equipment ” means all electronic devices, servers and gateway servers, trunk and distribution coaxial and optical fiber cable, amplifiers, power supplies, conduits, vaults and pedestals, grounding and pole hardware, subscriber devices (including converters, encoders, transformers behind television sets and fittings), headend hardware (including origination, earth stations, transmission and distribution systems), test equipment, vehicles, spare parts, inventory, and other tangible personal property and facilities owned or leased by a Parent Party and used or held for use by a Parent Party primarily in the conduct of the Business or operations of the Systems, including the items listed on Schedule 3.9 of the Parent Disclosure Schedule, plus or minus such additions thereto and deletions therefrom arising in the ordinary course of business and as permitted by this Agreement between the date hereof and the Closing Date.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

     “ Excluded Assets ” means all the right, title and interest of any Person in, to and under the assets, properties (tangible or intangible), rights, Contracts and other interests that (i) are identified on Schedule C , or (ii) are not Business Assets.

     “ Excluded Liabilities ” means any and all liabilities of Parent and its Subsidiaries (including for this purpose SplitCo and SplitCo Sub, with respect to any liability arising, or relating to any event or circumstance occurring or existing, prior to the Closing) that are not Assumed Liabilities.

     “ Expanded Basic Service ” means the level of cable television service above Basic Service.

     “ Expanded Basic Subscribers ” means the total number of Subscribers that (i) subscribe to Parent’s Expanded Basic Service (either alone or in combination with any other service) (exclusive of “second outlets,” “additional outlets,” or “courtesy accounts,”) or have requested to

be installed with Parent’s Expanded Basic Service but installation has not been completed; (ii) have paid their applicable installation fee and the first month’s billed charges for their Expanded Basic Service; (iii) do not have more than ten dollars ($10.00) owing to Parent Parties sixty (60) days or more overdue from the first day of the period to which any outstanding bill relates; (iv) have not requested disconnection and consistent with Parent’s policy on disconnection should not have been disconnected; and (v) in the case of households that became Subscribers within ninety (90) days preceding the applicable date as of which the number of Expanded Basic Subscribers is determined, that became Subscribers only pursuant to customary promotions conducted in the ordinary course of business consistent with Parent’s past practices.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

     “ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control or treated as a single employer with an entity within the meaning of Section 414(b), (c), (m) or (o) of the Code.

     “ FAA ” means the Federal Aviation Administration.

     “ Fair Market Value ” means, as to any property, the price at which a willing seller would sell and a willing buyer would buy such property having full knowledge of the facts (including any liabilities relating to such property), in an arm’s-length transaction without time constraints, and without being under any compulsion to buy or sell. In determining the Fair Market Value of any publicly traded securities, such Fair Market Value shall be the average of the closing price for such security over the five consecutive trading days ending on the trading day preceding the date of determination. In determining the Fair Market Value of any other security or property (including any security that is not publicly traded), the parties will seek to agree in good faith upon Fair Market Value, and if they fail to reach such agreement within ten (10) days, then the Fair Market Value shall be determined as follows: Each of Parent and Shivers shall select a qualified independent appraiser each of which shall promptly make a determination (each such determination, an “ Appraisal ”) of the Fair Market Value of such property or security. In the event either party fails to select a qualified independent appraiser, then the Fair Market Value shall be equal to the Appraisal of the qualified independent appraiser selected by the party that did select a qualified independent appraiser. If the higher of such Appraisals is less than or equal to 110% of the lower of such Appraisals, then the Fair Market Value shall be equal to the average of such Appraisals. If the higher of such Appraisals is greater than 110% of the lower of such Appraisals, then a third qualified independent appraiser shall be selected by the first two qualified independent appraisers, which third qualified independent appraiser shall promptly make a determination of the Fair Market Value. The Fair Market Value shall equal the average of the two of such three Appraisals closest in value (or if there are no such two, then of all three Appraisals). The term “qualified independent appraiser” means a nationally recognized appraiser or investment banking firm with substantial experience in evaluating cable television systems that is not directly or indirectly affiliated with Parent, Shivers or Prospective Buyer and which has no interest (other than the receipt of customary fees) in a transaction contemplated by Section 5.3(b).

     “ FCC ” means the United States Federal Communications Commission or any successor agency thereto.

     “ FCC Licenses ” means all licenses, permits and authorizations issued or granted by the FCC and necessary for the operation of the Business (and any renewals, extensions, amendments or modifications thereof) now held by a Parent Party or hereafter obtained by a Parent Party between the date hereof and the Closing Date, and all applications filed by a Parent Party with the FCC with respect to the Business, including those items listed on Schedule D .

     “ FCC Regulations ” means all rules, regulations, and policies promulgated by the FCC under the Communications Act.

     “ Franchises ” means all municipal, county and state cable television franchises and franchise applications (if any) held by a Parent Party relating to the Systems, including those items listed on Schedule 3.6(a) of the Parent Disclosure Schedule.

     “ Franchising Authority ” means a Governmental Authority that is a party to a Franchise or before which are pending any franchise applications filed by Parent or a Parent Entity relating to the operation of the Systems.

     “ FTC ” means the United States Federal Trade Commission.

     “ GAAP ” means United States generally accepted accounting principles.

     “ Governmental Authority ” means any federal, state or local governmental entity or any subdivision, agency, instrumentality, authority, department, commission, board, bureau, official or other regulatory, administrative or judicial authority thereof or any federal, state or local, court, tribunal or arbitrator or any self-regulatory organization, agency or commission.

     “ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

     “ Homes Passed ” means the sum of the number of single-family residences and individual residential living units contained in Multiple Dwelling Units capable of being serviced by the Systems by using no more than 125 feet of drop cable.

     “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the rules and regulations promulgated thereunder.

     “ Income Tax ” means all Taxes based upon, measured by, or calculated with respect to, net income or net profits (including any capital gains Tax or minimum Tax based upon, measured by, or calculated with respect to, net income or net profits, but not including sales, use, real or personal property, gross or net receipts, gross profits, transfer and similar Taxes).

     “ Indebtedness ” of any Person means, without duplication: (i) all obligations of such Person for money borrowed; (ii) all obligations of such Person evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable; (iii) all obligations of such Person issued or assumed for deferred purchase price payments associated with acquisitions, divestments or other transactions; (iv) all obligations of such Person under leases required to be capitalized in accordance with GAAP, as consistently applied by such

Person; and (v) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance, guarantees or similar credit transaction.

     “ Intangibles ” means all general intangibles, including the right to utilize patented technology to the extent that such patented technology is presently being utilized in connection with the operation of the Business and Systems by any Parent Party, subscriber lists, and all goodwill, if any, owned, used or held for use by any Parent Party primarily in connection with the Business; provided , however , Intangibles shall not include (i) rights or title to any patents held by any Parent Party (ii) any copyrights owned or held by any Parent Party, (iii) any trademarks, service marks, trade names, logos or similar proprietary rights owned or held by any Parent Party, or (iv) any domain names utilized or held by any Parent Party.

     “ IRS ” means the Internal Revenue Service.

     “ Knowledge of Parent ” means the actual knowledge of any of the executive officers of Parent listed on Schedule E , after due inquiry.

     “ Knowledge of Shivers ” means the actual knowledge of any of the executive officers of Shivers or Shivers LLC listed on Schedule F , after due inquiry.

     “ Laws ” means all laws, statutes, ordinances, codes, rules, regulations, decrees and orders of Governmental Authorities.

     “ Legal Proceeding ” means any judicial, administrative or arbitral actions, suits, mediation, investigation, inquiry, proceeding or claim (including counterclaims) by or before a Governmental Authority.

     “ License ” means any license, ordinance, authorization, permit, certificate, right, easement, variance, exemption, consent, franchise or approval from any Governmental Authority.

     “ Liens ” means any lien, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude, proxy, voting trust or agreement, transfer restriction under any joint venture, limited liability company, shareholder or similar agreement, encumbrance or any other restriction or limitation whatsoever.

     “ Losses ” means the amount of any and all losses, liabilities, Claims, damages, judgments, awards or expenses (including reasonable legal fees and expenses).

     “ Net Working Capital Adjustment Amount ” means the amount required to be added to or subtracted from the Current Assets in order to cause the Current Assets less the Current Liabilities to be equal to zero dollars ($0.00).

     “ Parent Disclosure Schedule ” means the disclosure schedule that Parent has delivered to Shivers on the date hereof and attached as Attachment A .

     “ Parent Class A Common Stock ” means the Class A Common Stock, $0.01 par value per share, of Parent.

     “ Parent Entities ” means each Subsidiary of Parent (other than SplitCo and SplitCo Sub) (i) that is engaged in the operation or conduct of the Business or (ii) that has record title or beneficial ownership of any asset that constitutes a Business Asset or (iii) that is subject to any liability that constitutes an Assumed Liability or (iv) that is a party (for the benefit of the Systems) to any Business Contract or (v) that holds (for the benefit of the Systems) any FCC License, Franchise or Permit, in each case, as of the date hereof or at any time prior to the Closing.

     “ Parent Material Adverse Effect ” means any change, event, occurrence or effect which prevents, materially delays or impairs or is reasonably likely to prevent, materially delay or impair the ability of the Parent Parties, SplitCo and SplitCo Sub to consummate the Transactions or the ability of the Parent Parties, SplitCo and SplitCo Sub, as applicable, to perform their obligations under this Agreement or any Ancillary Agreement.

     “ Parent Parties ” means Parent and the Parent Entities.

     “ Parent Tax Opinion Representations ” means the representations set forth in the letter, which shall be executed by Parent on the Closing Date and dated and effective as of the Closing Date, to be made by Parent to Mayer Brown LLP as a condition to, and in connection with, the issuance of the Shivers Tax Opinion, substantially in the form attached hereto as Exhibit II (amended as necessary to reflect changes in relevant facts occurring after the date hereof and on or before the Closing Date).

     “ Permits ” means ordinances, licenses, authorizations and permits held by a Parent Party relating primarily to the Systems (other than with respect to Franchises).

     “ Permitted Liens ” means, as to any property or asset or as to a System, (a) the Assumed Liabilities, (b) liens for taxes, assessments and governmental charges not yet due and payable or being contested in good faith; (c) zoning laws and ordinances and similar Laws that are not violated by any existing improvement or which do not prohibit the use of the Real Property as currently used in the operation of the Business; (d) any right reserved to any Governmental Authority to regulate the affected property (including restrictions stated in the Franchises, Permits and FCC Licenses; (e) in the case of any leased Business Asset, (i) the rights of any lessor and (ii) any Lien granted by any lessor of such leased Business Asset; (f) inchoate materialmen’s, mechanics’, workmen’s, repairmen’s, or other like Liens arising in the ordinary course of business, to the extent reflected as a Current Liability in the Final Closing Balance Sheet; (g) in the case of owned Real Property, any easements, rights-of-way, servitudes, permits, restrictions and minor imperfections or irregularities in title which do not individually or in the aggregate materially interfere with the right or ability to use or operate the Real Property as currently being used; (h) Liens that will be discharged prior to the Closing; and (i) any other Lien on personal property made in the ordinary course of business that does not exceed the value of the property and does not, or would not reasonably be expected to, individually or in the aggregate, interfere with the continued use of the Business Assets subject thereto in the operation of the Business as currently being used.

     “ Permitted Transferee ” means (i) any Affiliate of Shivers or Shivers LLC, and (ii) William S. Morris III and any immediate family member (which for this purpose means any

natural or adoptive child, grandchild, parent, grandparent and spouse, and the spouse of any of the foregoing) of William S. Morris III, or trusts for the benefit of any of the foregoing and any of their respective Affiliates, in each case who agrees in writing to be bound by the terms and conditions of this Agreement.

     “ Person ” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity, including a Governmental Authority.

     “ Real Property ” means the real property owned, leased, subleased or licensed by any Parent Party and used primarily in the conduct of the Business, including the property described on Schedule 3.8(a) of the Parent Disclosure Schedule, together with the Parent Parties’ right, title and interest in all buildings, towers, improvements, fixtures and structures located thereon.

     “ Restriction ” means, with respect to any capital stock, note, bond, debenture, partnership interest, option, warrant or other security (any of the foregoing being referred to in this definition as a “security”), any voting trust or other trust or agreement, option, right-of-first-refusal, preemptive or other similar right, escrow arrangement, proxy, stockholders’ agreement, buy-sell agreement, power of attorney or other contract, agreement, arrangement or understanding or any judgment, which, conditionally or unconditionally, (i) grants to any Person the right to purchase or otherwise acquire, or obligates any Person to sell or otherwise dispose of or issue, or otherwise results or, upon the occurrence of any event or with notice or lapse of time or both, would result in any Person acquiring, disposing or having the right to acquire or dispose of, (A) any such security or (B) any of the proceeds of, or any distributions or other sums or property paid or which are or may become payable with respect to, any such security; (ii) restricts or, upon the occurrence of any event or with notice or lapse of time or both, would restrict the transfer or voting of, or the exercise of any rights (including, but not limited to, rights with respect to the management of the issuer of such security) or the enjoyment of any benefits arising by reason of ownership of, any such security or any such proceeds or distributions; (iii) grants to any Person other than the record or registered owner of such security any voting or other consensual rights with respect to such security; or (iv) creates or, upon the occurrence of any event or with notice or lapse of time or both, would create a Lien affecting such capital stock or other security, proceeds or distributions; provided, however, that such term shall not include any restriction on transfer of such security under the Securities Act or under applicable “blue sky” laws.

     “ Retained Business ” means any business conducted by Parent and its Affiliates other than the Business.

     “ Revenue Generating Units ” or “ RGUs ” mean the sum of (a) Cable Subscribers, (b) Broadband Subscribers, (c) Digital Subscribers , and (d) Telephony Subscribers.

      “RGU Deficiency Amount ” means an amount equal to the product of (i) one thousand four hundred eighty dollars ($1,480) and (ii) the amount, if any, by which fifty thousand (50,000) exceeds the number of Revenue Generating Units as of the Closing Date.

     “ SEC ” means the United States Securities and Exchange Commission.

     “ Section 626 Letter ” means correspondence from Parent to a Franchising Authority required under Cable Act Section 626(a)(1) to initiate formal franchise renewal procedures under Cable Act Sections 626(a) — (g).

     “ Securities Act ” means the United States Securities Act of 1933, as amended.

     “ Shivers Disclosure Schedule ” means the disclosure schedule that Parent has delivered to Shivers on the date hereof and attached as Attachment B .

     “ Shivers Material Adverse Effect ” means any change, event, occurrence or effect which prevents, materially delays or impairs or is reasonably likely to prevent, materially delay or impair the ability of Shivers or Shivers LLC to consummate the Transactions or to perform its obligations under this Agreement or any Ancillary Agreement.

     “ Shivers Parent Shares ” means the 28,309,674 shares of Parent Class A Common Stock owned by Shivers LLC as of the date hereof.

     “ Shivers Parent Shares Value ” means an amount equal to six dollars and fifty cents ($6.50) (as appropriately adjusted to reflect the effects of any stock dividend, stock split, reverse stock split, share combination, reclassification or similar transaction, in each case of or with respect to the Parent Class A Common Stock the record date for which is after the date hereof) multiplied by the number of Shivers Parent Shares (or to the extent Shivers delivers a number of shares less than the number of Shivers Parent Shares and Parent elects to waive the condition set forth in Section 7.3(c) of this Agreement, the number of shares of Parent Class A Common Stock or other securities constituting Shivers Parent Shares actually delivered by Shivers at Closing).

     “ Shivers Tax Opinion ” means the opinion of Mayer Brown LLP, counsel to Shivers, substantially in the form attached hereto as Exhibit III .

     “ Shivers Tax Opinion Representations ” means the representations set forth in the letter, which shall be executed by Shivers on the Closing Date and dated and effective as of the Closing Date, to be made by Shivers to Mayer Brown LLP as a condition to, and in connection with, the issuance of the Shivers Tax Opinion, substantially in the form attached hereto as Exhibit IV (amended as necessary to reflect changes in relevant facts occurring after the date hereof and on or before the Closing Date).

     “ SplitCo Common Stock ” means the authorized common stock, par value $0.01 per share, of SplitCo.

     “ SplitCo Shares ” means all of the issued and outstanding shares of SplitCo Common Stock, which shall constitute all of the outstanding capital stock of SplitCo on the Closing Date.

     “ Subscriber ” means each (a) private residential customer account that is billed as an individual unit (regardless of whether such account is in a single family home or in an individually billed unit in an apartment house or other multi-unit building), (b) Bulk Subscriber, and (c) Commercial Customer.

     “ Subsidiary ” when used with respect to any Person, means (i)(A) a corporation a majority in voting power of whose share capital or capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by a Subsidiary of such first Person, or by such first Person and one or more Subsidiaries of such first Person, whether or not such power is subject to a voting agreement or similar Lien, (B) a partnership or limited liability company in which such first Person or a Subsidiary of such first Person is, at the date of determination, (1) in the case of a partnership, a general partner of such partnership with the power affirmatively to direct the policies and management of such partnership or (2) in the case of a limited liability company, the managing member or, in the absence of a managing member, a member with the power affirmatively to direct the policies and management of such limited liability company, or (C) any other Person (other than a corporation) in which such first Person, a Subsidiary of such first Person or such first Person and one or more Subsidiaries of such first Person, directly or indirectly, at the date of determination thereof, has (1) the power to elect or direct the election of a majority of the members of the governing body of such other Person, whether or not such power is subject to a voting agreement or similar Lien, or (2) in the absence of such a governing body, at least a majority ownership interest or (ii) any other Person of which an aggregate of 50% or more of the equity interests are, at the time, directly or indirectly, owned by such first Person and/or one or more Subsidiaries of such Person. For the purposes of the foregoing, each of SplitCo and SplitCo Sub will be treated as a Subsidiary of Parent until the Closing is completed and as a Subsidiary of Shivers after the Closing.

     “ Systems Value ” means an amount equal to seventy four million dollars ($74,000,000.00).

     “ Tax” or “Taxes ” means (i) any and all federal, state, local or foreign taxes, charges, fees, duties, levies or other assessments, including (without limitation) income, gross receipts, net proceeds, ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, value added, escheat, license, payroll, unemployment, environmental, customs duties, capital stock, disability, stamp, leasing, lease, user, transfer, fuel, excess profits, occupational and interest equalization, windfall profits, severance, withholding, Social Security (or similar, including FICA), goods and services, employment, capital gains, natural resources, profits, special assessment, registration, alternative or add-on minimum, estimated, or other contributions or similar tax of any kind or any charge of any kind in the nature of (or similar to) taxes imposed by the United States or any foreign country or by any state, municipality, subdivision or instrumentality of the Unites States or of any foreign country or by any other tax authority, including all applicable penalties and interest, and such term shall include any interest, penalties or additions to tax attributable to such taxes, whether disputed or not, and (ii) any liability for the payment of any amounts of the type described in clause (i) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing or tax allocation arrangement, agreement, or understanding, or as a result of being liable for another Person’s taxes as a transferee or successor, by contract or otherwise.

     “ Tax-Free ” means (x) with respect to Shivers and the Shivers Tax Opinion that the Exchange qualifies for non-recognition of income, gain and loss to Shivers LLC under Section 355 of the Code and (y) with respect to Parent that the (i) Exchange qualifies for non-recognition

by Parent of income, gain and loss under Sections 355 and 361 of the Code, and (ii) that the Parent Restructuring and each step thereof qualifies in whole, to Parent and its Affiliates, for non-recognition of income, gain and loss under Sections 351, 361 or 368 of the Code.

     “ Tax Returns ” means any return, declaration, report, claim for refund, estimate, information return or statement or other similar document relating to or required to be filed with any Governmental Authority with respect to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

     “ Taxing Authority ” means any Governmental Authority having jurisdiction over the assessment, determination, collection or imposition of Taxes.

     “ Telephony Service ” means any VoIP telephony service offered by each System.

     “ Telephony Subscribers ” means the total number of Subscribers that (i) subscribe to any level of Parent’s Telephony Service (either alone or in combination with any other service) (exclusive of “second outlets,” “additional outlets,” or “courtesy accounts,”) or have requested to be installed with Parent’s Telephony Service but installation has not been completed; (ii) have paid their applicable installation fee and the first month’s billed charges for their Telephony Service; (iii) do not have more than ten dollars ($10.00) owing to Parent Parties sixty (60) days or more overdue from the first day of the period to which any outstanding bill relates; (iv) have not requested disconnection and consistent with Parent’s policy on disconnection should not have been disconnected; and (v) in the case of households that became Subscribers within ninety (90) days preceding the applicable date as of which the number of Telephony Subscribers is determined, that became Subscribers only pursuant to customary promotions conducted in the ordinary course of business consistent with Parent’s past practices.

     “ Termination Date ” means March 31, 2009; provided , however , that the Termination Date may be extended by Parent, Shivers or Shivers LLC for up to an additional one (1) month period if all other conditions of the Closing set forth in Article VII are satisfied or waived, other than the condition set forth in Section 7.1(c) and other than those conditions contemplated to be satisfied at, or only capable of being satisfied at, the Closing, and the party seeking to extend the Termination Date is still using its reasonable efforts to complete the Transactions; provided further, however, that the Termination Date may be extended by either Parent or Shivers for up to an additional thirty day period if all other conditions of the Closing set forth in Article VII are satisfied or waived, other than the condition set forth Section 7.1(g) and other than those conditions contemplated to be satisfied at, or only capable of being satisfied at, the Closing, and the parties are complying with their obligations under Section 5.20 hereof.

     “ Transition Services Agreement ” means, that certain Transition Services Agreement to be entered into between Parent and SplitCo Sub as of the Closing Date, substantially in the form of Annex A .

     “ Treasury Regulations ” mean the regulations promulgated under the Code in effect on the date hereof and the corresponding sections of any regulations subsequently issued that amend or supersede such regulations.

          Section 1.2 Terms Defined in Other Sections . The following terms are defined elsewhere in this Agreement in the following Sections:

          Section 1.3 Interpretation .

          (a) When a reference is made in this Agreement to an Article, a Section, Exhibit or Schedule, such reference shall be to an Article of, a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “date hereof” shall refer to the date of this Agreement. The term “or” is not exclusive and means “and/or.” The term “due inquiry” shall mean, with respect to the determination of the Knowledge of Parent, communication by any of the officers of Parent listed on Schedule E to the field personnel of the Parent Entities with responsibility for the area of operation of the Business to which the issue of knowledge relates, requesting such individual to advise such officer of any matter relevant to the specified representation. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted successors and assigns. If, after the date of this Agreement, there is a subdivision, share split, consolidation, share dividend, combination, merger, reclassification or similar event with respect to the securities referred to in this Agreement, then, in any such event, the numbers and types of such securities (and if applicable, the share prices thereof) shall be appropriately adjusted.

          (b) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and the Ancillary Agreements and, in the event an ambiguity or question of intent or interpretation arises, this Agreement and the Ancillary Agreements shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement or the Ancillary Agreements.

ARTICLE II

EXCHANGE OF STOCK; CLOSING;
PARENT RESTRUCTURING; ADJUSTMENT

          Section 2.1 Exchange of Stock .

          (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, (i) Parent shall assign, transfer, convey and deliver to Shivers LLC and Shivers LLC shall accept and acquire from Parent, all of the SplitCo Shares (free and clear of all Liens and Restrictions, other than any Liens and Restrictions created by Shivers, Shivers LLC or any of their Affiliates) in exchange for the Shivers Parent Shares, and (ii) Shivers LLC shall assign, transfer, convey and deliver to Parent, and Parent shall accept and acquire from Shivers LLC, the Shivers Parent Shares (free and clear of all Liens and Restrictions, other than any Liens and Restrictions created by Parent or any of its Affiliates) in exchange for the SplitCo Shares (collectively, the “ Exchange ”).

          Section 2.2 Closing . The closing of the Exchange and the other transactions contemplated hereby (the “ Closing ”) shall take place at the offices of Baker Botts L.L.P., 30 Rockefeller Plaza, New York, New York (or at such other place as the parties hereto may designate in writing), as soon as practicable, but in no event later than on the third Business Day following the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions contemplated to be satisfied at, or only capable of being satisfied at, the Closing, but subject to the satisfaction or waiver of those conditions at such time), or at such other time and place as is mutually agreed in writing by the parties hereto. The date of the Closing is referred to herein as the “ Closing Date .”

          Section 2.3 Parent Closing Deliveries . At the Closing, Parent shall deliver or cause to be delivered to Shivers the following:

          (a) one or more stock certificates, together with stock powers executed in blank with any required transfer stamps affixed thereto, representing the SplitCo Shares;

          (b) evidence, reasonably satisfactory to Shivers, of the possession by SplitCo of the Estimated Cash Amount, and evidence that SplitCo is the sole member of SplitCo Sub;

          (c) the formation documents, stock books, stock ledgers and minute books of SplitCo and SplitCo Sub;

          (d) the officers’ certificates required to be delivered pursuant to Sections 7.2(a) and 7.2(b);

          (e) the Parent Tax Opinion Representations;

          (f) letters of resignation, dated as of the Closing Date, from the directors of SplitCo, the managers of SplitCo Sub and those officers of SplitCo and SplitCo Sub identified by

Shivers to Parent at least three (3) Business Days prior to the Closing Date, resigning from any position held by such individual with SplitCo or SplitCo Sub;

          (g) each of the Ancillary Agreements to which Parent or any of its Affiliates is required to be a party, duly executed by such Person;

          (h) (i) all books and records of or relating primarily to the Business in whatever form in the possession or control of the Parent Parties, including all of the materials relating to the Business’ subscribers, customers, advertisers, employees, vendors, suppliers, promotional materials, mailing lists, all subscriber and market studies, surveys and research owned by Parent Parties, together with all records, reports and disks of computer data owned by Sellers, rate cards, price lists, catalogs, public relations materials, sales correspondence, call reports, call books, advertiser lists and sales promotion lists, in each case to the extent they relate primarily to the Business; and (ii) copies of all Tax records relating exclusively to the Business Assets, and other existing Tax records (or the relevant portions thereof) reasonably necessary to prepare and file any Tax Returns of, or with respect to, the Business Assets, and any and all communications or agreements with, or rulings by, any Taxing Authority with respect to the Business Assets; and

          (i) such other documents as are reasonably required by Shivers to be delivered to effectuate the transactions contemplated hereby.

          Section 2.4 Shivers Closing Deliveries . At the Closing, Shivers or Shivers LLC shall deliver or cause to be delivered to Parent the following:

          (a) one or more stock certificates, together with stock powers executed in blank with any required transfer stamps affixed thereto, representing the Shivers Parent Shares;

          (b) the officers’ certificates required to be delivered pursuant to Sections 7.3(a) and 7.3(b);

          (c) letters of resignation, dated as of the Closing Date, from each William S. Morris III and Craig Mitchell resigning from the Board of Directors of Parent;

          (d) the Shivers Tax Opinion Representations;

          (e) each of the Ancillary Agreements to which Shivers or Shivers LLC or any of their Affiliates is required to be a party, duly executed by such Person;

          (f) evidence, satisfactory to Parent, of the release of all Liens and Restrictions on the Shivers Parent Shares; and

          (g) such other documents as are reasonably required by Parent to be delivered to effectuate the transactions contemplated hereby.

          Section 2.5 Assignment of Contracts, Franchises and Rights . Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an assignment of, or agreement to assign, any Contract, Franchise, Permit or FCC License or any claim or right or

any benefit arising thereunder or resulting therefrom if such assignment or agreement to assign, without the consent of a third party or Governmental Authority, would constitute a breach or other contravention of such Contract, Franchise, Permit or FCC License or in any way adversely affect the rights of the Parent Parties or SplitCo Sub thereunder. Parent shall use, and shall cause the Parent Entities to use, reasonable efforts to obtain such consents after the execution of this Agreement until such consents are obtained. If all such consents are not obtained prior to the Closing Date, Parent shall use, and shall cause the Parent Entities to use, reasonable efforts to obtain such consents as soon as possible after the Closing Date. In the case of any such Contracts, Franchises, Permits or FCC Licenses in connection with which the necessary consents are not obtained prior to Closing, Shivers, Shivers LLC, SplitCo Sub and the Parent Parties shall after the Closing and pending receipt of any such consents cooperate in a mutually acceptable arrangement under which SplitCo Sub would enjoy the benefits and bear the obligations thereunder in accordance with this Agreement, including, to the extent possible, sub-contracting, sub-licensing, or sub-leasing to SplitCo Sub. Notwithstanding the foregoing, none of Parent, Shivers, Shivers LLC or any of their Affiliates shall be required to pay consideration to any third party to obtain any consent, and nothing in this Section 2.5 shall be deemed to affect any of the Closing conditions set forth in Article VII hereof.

          Section 2.6 Prorations . All income and expenses attributable to the Systems before the Closing shall be for Parent’s account. All income and expenses attributable to the Systems after the Closing shall be for Shivers’ account.

          Section 2.7 Preliminary and Final Settlements . Preliminary and final adjustments to the Cash Amount shall be calculated in accordance with GAAP and determined as follows:

          (a) At least ten (10) days before the Closing Date, Parent will deliver to Shivers (i) a balance sheet of SplitCo Sub projected to be accurate as of the Closing Date (with components of the balance sheet to be derived from ledgers utilized by Parent Parties in the preparation of the Financial Statements and prepared in a manner consistent with the Financial Statements) and based on the books and records relating to the Systems (the “ Estimated Closing Balance Sheet ”), and (ii) a schedule setting forth the good faith estimate of Parent of the RGU Deficiency Amount (the “ Estimated RGU Deficiency Amount ”), the Net Working Capital Adjustment Amount (based on the Estimated Closing Balance Sheet) (the “ Estimated Net Working Capital Adjustment Amount ”) and the Cash Amount (the “ Estimated Cash Amount ”), in each case as projected to the Closing Date, and shall provide Shivers with access to such financial records, subscriber lists and other records used by Parent to derive the preliminary estimates set forth therein. In the event that the Closing Date is less than ten (10) days from the date on which all conditions precedent as set forth in Article VII are either waived or satisfied, and Parent provides Shivers with an opportunity to review and comment upon a proposed Estimated Closing Balance Sheet, Estimated RGU Deficiency Amount, Estimated Net Working Capital Adjustment Amount, and Estimated Cash Amount, then Shivers shall waive the requirement that such documents be delivered to it at least ten (10) days before Closing and Parent shall deliver the Estimated Closing Balance Sheet, the Estimated RGU Deficiency Amount, the Estimated Net Working Capital Adjustment Amount and the Estimated Cash Amount to Shivers as soon as is reasonably practicable following the determination of the

Closing Date but in all events prior to the Closing. The Cash Amount contributed at Closing to SplitCo shall be the Estimated Cash Amount.

          (b) No later than one-hundred twenty (120) days after the Closing Date, Shivers shall deliver to Parent (i) a balance sheet of SplitCo Sub as of the Closing Date (the “ Final Closing Balance Sheet ”) prepared in accordance with the same methodology used to prepare the Estimated Closing Balance Sheet, and (ii) a schedule setting forth the RGU Deficiency Amount as of the Closing Date (the “ Final RGU Deficiency Amount ”), the Net Working Capital Adjustment Amount (based on the Final Closing Balance Sheet) as of the Closing Date (the “ Final Net Working Capital Adjustment Amount ”) and the Cash Amount as of the Closing Date (the “ Final Cash Amount ”), together with a copy of any working papers relating to Final RGU Deficiency Amount, Final Closing Balance Sheet and Final Net Working Capital Adjustment Amount and such other evidence, including financial records, subscriber lists and other records, as Parent may reasonably request. Parent shall provide Shivers with reasonable access to all records necessary for Shivers to prepare the Final Closing Balance Sheet.

          (c) Within twenty (20) Business Days after receipt of the Final Closing Balance Sheet, Parent shall notify Shivers of Parent’s acceptance of, or objection to, the Final Closing Balance Sheet, Final RGU Deficiency Amount, Final Net Working Capital Adjustment Amount or Final Cash Amount. If Parent does not object to any of the Final Closing Balance Sheet, Final RGU Deficiency Amount, Final Net Working Capital Adjustment Amount or Final Cash Amount then each such statement or amount shall be deemed final, binding and conclusive. If Parent objects to any of the Final Closing Balance Sheet, Final RGU Deficiency Amount, Final Net Working Capital Adjustment Amount or Final Cash Amount, Shivers and Parent shall have a period of fifteen (15) days from Shivers’ receipt of Parent’s objection to resolve the disagreement (the “ Negotiation Period ”). If Shivers and Parent are unable to resolve all disputed matters within the Negotiation Period, then Shivers and Parent will engage a mutually acceptable nationally or regionally recognized independent accounting firm (“ Independent Accounting Firm ”) for the resolution of the dispute. Shivers and Parent agree to cooperate in good faith to agree upon such firm as soon as practicable following the expiration of the Negotiation Period, and in the event Shivers and Parent cannot agree on such firm, Shivers and Parent will each instruct their respective independent accounting firm to select an Independent Accounting Firm. In addition, Parent and Shivers shall give the Independent Accounting Firm access to all documents, records, work papers, facilities and personnel of such party and its Subsidiaries as reasonably necessary to perform its function as provided herein. The determination of the Independent Accounting Firm shall be final and binding upon Shivers and Parent. Shivers and Parent shall share equally the fees and expenses of the Independent Accounting Firm, but each party shall bear its own legal, accounting and other expenses.

          (d) Upon acceptance by Parent or final determination in accordance with Section 2.7(c) of the Final Cash Amount, SplitCo or Parent, as appropriate, shall, within five (5) Business Days of such acceptance, make the following payments: (i) if the Final Cash Amount is less than the Estimated Cash Amount, SplitCo shall pay to Parent the amount of such difference in immediately available funds or by wire transfer to an account designated by Parent, or (ii) if the Final Cash Amount is greater than the Estimated Cash Amount, Parent shall pay to SplitCo the amount of such difference in immediately available funds or by wire transfer to an account designated by Shivers.

          Section 2.8 Parent Restructuring . Prior to the Closing, Parent shall use its reasonable efforts to complete the restructuring according to the steps and transactions set forth on Exhibit I attached hereto (or, to the extent Parent elects to effect such restructuring through different steps or transactions, the resulting assets to be held by SplitCo and SplitCo Sub are the same as set forth in Exhibit I and the steps and transactions actually taken would not reasonably be determined to render the firm delivering the Shivers Tax Opinion unable to deliver to Shivers an opinion to the effect that the Exchange should be Tax-Free to Shivers LLC (the “ Parent Restructuring ” and, together with the Exchange, the “ Transactions ”), such that after the Parent Restructuring, Parent will be the sole shareholder of SplitCo and SplitCo will own the Estimated Cash Amount, and SplitCo will be the sole member of SplitCo Sub and SplitCo Sub will own the Business Assets and the Assumed Liabilities.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF PARENT

     Parent represents and warrants to Shivers that except as disclosed in the Parent Disclosure Schedule (it being understood that any matter disclosed in the Parent Disclosure Schedule shall be deemed disclosed with respect to any section of this Article III to which the matter relates, to the extent the relevance of such matter to such section is reasonably apparent):

          Section 3.1 Organization and Qualification . Parent is and SplitCo will, as of the Closing Date, be, a corporation, SplitCo Sub will, as of the Closing Date, be a limited liability company, and each Parent Entity is a corporation, limited liability company or other legal entity, in each case, duly organized, validly existing and in good standing under the Laws of the state or other jurisdiction of its organization and has all requisite corporate or other power and authority to enter into this Agreement and any Ancillary Agreement to which it is a party and to consummate the Transactions. Each of the Parent Parties is in good standing under the Laws of each jurisdiction where it conducts the Business, except where the failure to be so qualified would not have a Business Material Adverse Effect or a Parent Material Adverse Effect.

          Section 3.2 SplitCo .

          (a) As of the Closing, SplitCo’s authorized capital stock will consist of 1,000 shares of SplitCo Common Stock. Parent will, as of the Closing, own all of the issued and outstanding shares of SplitCo beneficially and of record, free and clear of all Liens and Restrictions and will have the right to transfer the SplitCo Shares to Shivers LLC. There will, as of the Closing, be no shares of capital stock of SplitCo issued or outstanding other than the SplitCo Shares. Upon delivery to Shivers LLC of the certificates representing the SplitCo Shares, at the Closing, Shivers LLC will acquire good and valid title to such shares, free and clear of all Liens and Restrictions other than Liens and Restrictions created by Shivers, Shivers LLC or any of their Subsidiaries. SplitCo will, as of the Closing, be the sole member of, and own all of the issued and outstanding membership interests (the “ SplitCo Sub Interests ”) of, SplitCo Sub, beneficially and of record, free and clear of all Liens and Restrictions other than Liens and Restrictions created by Shivers, Shivers LLC or any of their Subsidiaries.

          (b) As of the Closing, all of the SplitCo Shares and the SplitCo Sub Interests shall be duly authorized, validly issued, fully paid and nonassessable, and not issued in violation of any preemptive or similar rights. As of the Closing, there shall be no outstanding subscriptions, options, warrants, puts, calls, agreements or other rights of any type or other securities (i) requiring the issuance, sale, transfer, repurchase, redemption or other acquisition of any shares of capital stock of SplitCo or equity interests in SplitCo Sub, (ii) restricting the transfer of any shares of capital stock of SplitCo or equity interests in SplitCo Sub, or (iii) relating to the voting of any shares of capital stock of SplitCo or equity interests in SplitCo Sub. As of the Closing, there shall be no issued or outstanding bonds, debentures, notes or other Indebtedness of SplitCo or SplitCo Sub having the right to vote (or convertible into, or exchangeable for, securities having the right to vote), upon the happening of a certain event or otherwise, on any matters on which the equity holders of SplitCo or SplitCo Sub may vote.

          (c) As of the date of its formation, each of SplitCo and SplitCo Sub will have no assets, other than the capital contribution with which it was incorporated, and no Indebtedness. As of the Closing (and after giving effect to the Transactions), (i) the assets of SplitCo (on an unconsolidated basis) will consist solely of the SplitCo Sub Interests and the Estimated Cash Amount and any other assets arising under or in connection with this Agreement or any Ancillary Agreement to which SplitCo is or will be a party as contemplated hereby, and (ii) SplitCo (on an unconsolidated basis) will have no liabilities or Indebtedness other than liabilities arising under or in connection with this Agreement or any Ancillary Agreement to which SplitCo is or will be a party as contemplated hereby. As of the Closing (and after giving effect to the Transactions), the assets of SplitCo Sub (on an unconsolidated basis) will consist solely of the Business Assets and any other assets arising under or in connection with this Agreement or any Ancillary Agreement to which SplitCo Sub is or will be a party as contemplated hereby. As of the Closing (and after giving effect to the Transactions), SplitCo Sub will have no liabilities or Indebtedness other than (A) liabilities arising under or in connection with this Agreement or any Ancillary Agreement to which SplitCo Sub is or will be a party as contemplated hereby and (B) the Assumed Liabilities.

          (d) As of the date of its formation and as of the Closing, each of SplitCo and SplitCo Sub will not have engaged in any business activities, other than matters relating to its formation and the Transactions.

          Section 3.3 Authority; No Conflicts .

          (a) The execution, delivery, and performance of this Agreement, the Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered by it in connection with this Agreement, and the consummation of the Transactions by each of Parent and the Parent Parties who is a party hereto and thereto has been duly and validly authorized by all necessary corporate or limited liability company action. Each of the Parent Parties that will execute any other agreements, documents and instruments in connection with the Closing as contemplated hereby (collectively, the “ Parent Closing Documents ”) or this Agreement or has, and as of the Closing Date SplitCo and SplitCo Sub will have, all necessary corporate or limited liability company power and authority to execute and deliver the Parent Closing Documents to which such Person will be a party.

          (b) This Agreement and each other agreement, document and instrument to be executed and delivered by a Parent Party in connection with this Agreement has been duly executed and delivered by such Parent Party and this Agreement, each Ancillary Agreement and each other agreement, document and instrument to be executed and delivered by a Parent Party in connection with this Agreement constitutes, or when executed and delivered, will constitute, a legal, valid and binding obligation of the applicable Parent Party, enforceable against either Parent or the applicable Parent Party in accordance with its respective terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “ Bankruptcy and Equity Exception ”).

          (c) Except as set forth on Schedule 3.3(c) of the Parent Disclosure Schedule, the execution, delivery and performance of this Agreement, each Ancillary Agreement and each other agreement, document and instrument to be executed and delivered in connection with this Agreement by the Parent Parties, SplitCo or SplitCo Sub, as applicable, and the consummation by the Parent Parties, SplitCo and SplitCo Sub of the transactions contemplated hereby and thereby, do not and will not (i) violate or conflict with the organizational documents of the Parent Parties, SplitCo or SplitCo Sub, (ii) assuming compliance with the matters referred to in Section 3.4, conflict with or violate any Law or Governmental Order applicable to the Parent Parties, SplitCo or SplitCo Sub, (iii) require any consent, approval, order, permit, license or authorization (“ Consent ”) or other action by or notification to any Person under, constitute a default under, give to any Person any rights of termination, amendment, acceleration or cancellation of any right or obligation of the Parent Parties, SplitCo or SplitCo Sub under, any provision of any Business Contract or (iv) result in the creation or imposition of any Lien on any of the Business Assets, except for Permitted Liens, and in the case of clauses (ii), (iii) and (iv), for any such violations, consents, actions, defaults, rights or losses as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect or a Parent Material Adverse Effect.

          Section 3.4 Governmental Approvals . The execution, delivery and performance by Parent of this Agreement and by the Parent Parties, SplitCo and SplitCo Sub of each Ancillary Agreement to which such Person is a party and the consummation by the Parent Parties, SplitCo and SplitCo Sub of the transactions contemplated hereby and thereby, as applicable, require no action by or in respect of, or filing with or notification, registration, qualification, declaration or other statement (“ Filing ”) with, any Governmental Authority other than (a) compliance with any applicable requirements and the expiration or early termination of the waiting period required by the HSR Act and (b) the Consents of the Franchising Authorities set forth on Schedule 3.4 of the Parent Disclosure Schedule and (d) such actions and Filings as to which the failure to take, make or obtain would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect or a Parent Material Adverse Effect.

          Section 3.5 Financial Statements . Attached as Schedule 3.5 to the Parent Disclosure Schedule are true, complete and correct copies of (a) the unaudited statement of income (before taxes, interest expense, depreciation, amortization, other non-cash expenses and non-operating expenses) of the Systems and Business for the fiscal years ended December 31st of each of 2006 and 2007 and for each calendar month from January 1, 2008 through July 31,

2008, and (b) unaudited balance sheets of the Business and Systems as of December 31, 2007 and July 31, 2008 (such financial statements, collectively the “ Financial Statements ”). The Financial Statements have been derived from the Parent’s financial statements that were prepared in accordance with GAAP (except as expressly noted on Schedule 3.5 ) consistently applied throughout the periods indicated, and such books and records have been maintained on a basis consistent with the past practice of the Parent. Each balance sheet included in the Financial Statements fairly presents in all material respects the financial position of the Systems and Business as of the date of such balance sheet, and each statement of income included in the Financial Statements fairly presents in all material respects the results of operations (before taxes, interest expense, depreciation, amortization, other non-cash expenses and non-operating expenses) of the Systems and Business for the periods set forth therein, in each case derived from the Parent’s financial statements that were prepared in accordance with GAAP (except as expressly noted therein or on Schedule 3.5 ) consistently applied during the periods involved.

          Section 3.6 Franchises .

          (a) Schedule 3.6(a) of the Parent Disclosure Schedule sets forth all of the communities served by the Systems and all of the respective Franchises with corresponding FCC community unit identification numbers. Except as set forth on Schedule 3.6(a) of the Parent Disclosure Schedule, to the Knowledge of Parent, the Parent, directly or indirectly, holds (and, other than as contemplated by Section 2.5, at Closing SplitCo Sub will hold) all Franchises and material Permits sufficient for it to operate the Systems lawfully and in the manner in which they are presently operated. Parent has made available to Shivers true and complete copies of all such Franchises and all material Permits, including modifications, amendments, and material correspondence related to compliance with such Franchises and material Permits.

          (b) Each Franchise and material Permit has either been duly issued to a Parent Party or is validly held by a Parent Party and is in full force and effect. Other than as contemplated by Section 2.5, at Closing, each such Franchise and material Permit will be validly held by SplitCo Sub and will, to the extent held by SplitCo Sub on such date, be in full force and effect. Except as set forth on Schedule 3.6(b) of the Parent Disclosure Schedule, a Parent Party is the authorized holder of each Franchise or material Permit and a Parent Party is lawfully operating the Systems under the applicable Franchises and material Permits. Parent or a Parent Party has paid in full all franchise and other fees due and payable by it under the Franchises and Permits except where the failure of such payment would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect or a Parent Material Adverse Effect.

          (c) Except as set forth on Schedule 3.6(c) of the Parent Disclosure Schedule, Parent Parties are in compliance in all material respects with the Franchises and material Permits. Except as set forth on Schedule 3.6(c) of the Parent Disclosure Schedule, Parent Parties have not received any written or, to the Knowledge of Parent, oral communication from the Franchising Authority or a Governmental Authority notifying a Parent Party that it is in material breach of a Franchise or Permit or that the Franchising Authority or Governmental Authority considers the Franchise or any Permit issued by such Franchising Authority or Governmental Authority to be invalid, except to the extent that any breach, invalidity, or issue identified in such oral or written communications from the Franchising Authority or Governmental Authority has been resolved.

          (d) Except as set forth on Schedule 3.6(d) of the Parent Disclosure Schedule, the Parent Parties have filed or will timely file with the appropriate Franchising Authorities Section 626 Letters.

          Section 3.7 Contracts .

          (a) Schedule 3.7(a) of the Parent Disclosure Schedule lists all material Business Contracts, in effect as of the date hereof, other than subscriber agreements. Parent has made available to Shivers complete and correct copies of all written material Business Contracts. To the Knowledge of Parent, all written material Business Contracts are in full force and effect, and are valid, binding and enforceable in accordance with their respective terms except as may be limited by the Bankruptcy and Equity Exception. Except as set forth on Schedule 3.7(a) of the Parent Disclosure Schedule, (i) to the Knowledge of Parent, each other party thereto, has complied and is in compliance in all material respects with the terms of the material Business Contracts, and (ii) there is not, under any material Business Contract, any material default by any Parent Party, or to the Knowledge of Parent, any other party thereto or event, which, after notice or lapse of time, or both, would constitute such a default as a result of which either party has the right to terminate such material Business Contract. Except as set forth on Schedule 3.7(a) of the Parent Disclosure Schedule, no other party to any material Business Contract has given written notice, or to the Knowledge of Parent, oral notice, to a Parent Party that such party intends (A) to terminate such contract or amend the terms thereof or (B) not to renew the same upon expiration of its terms or (C) to renew the same upon expiration only on terms and conditions which are more onerous than those pertaining to such existing contract.

          (b) To the Knowledge of Parent, the Parent Parties have all pole attachment and conduit use contracts sufficient to operate the Systems as presently operated (“ System Pole Contracts ”). Schedule 3.7(b) of the Parent Disclosure Schedule sets forth all fees payable under the System Pole Contracts. Except as would not, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect:

               (i) the Systems are in compliance in all respects with all System Pole Contracts and applicable provisions of Laws, including the National Electric Safety Code, and the requirements of any applicable utility;

               (ii) the Parent Parties have timely paid all make-ready and other charges payable under each of the System Pole Contracts;

               (iii) no Parent Party has received a written or, to the Knowledge of Parent, oral notice of any adjustment to the amount of any fees or other amounts payable under the System Pole Contracts; and

               (iv) none of the Equipment used in the Systems requires any make-ready costs.

          Section 3.8 Real Property .

          (a) Schedule 3.8(a) of the Parent Disclosure Schedule sets forth all of the Business Assets consisting of land, leasehold and other interests in Real Property. The Real Property constitutes all real property interests held and used by a Parent Party primarily to conduct the Business of the Systems as now conducted. Each lease identified on Schedule 3.8(a) of the Parent Disclosure Schedule is valid and in full force and effect and neither Parent nor, to the Knowledge of Parent, any other party to any such lease, is in material default under any such lease, and no condition exists that with notice or lapse of time or both would constitute a material default. Except as set forth on Schedule 3.8(a) , no ownership or leasehold interest identified on Schedule 3.8(a) has been leased, subleased or assigned, in whole or in part, by any Parent Party to another Person.

          (b) Schedule 3.8(b) of the Parent Disclosure Schedule sets forth all material easements, rights-of-way and other rights held by any Parent Party in connection with the conduct of the Business. To the Knowledge of the Parent Parties, all of such easements, rights-of-way and other rights listed on Schedule 3.8(b) of the Parent Disclosure Schedule are valid and in full force. The Parent Parties have received no written notice with respect to the termination or material breach of any of those rights.

          (c) Except as set forth on Schedule 3.8(c) of the Parent Disclosure Schedule, the Parent Parties have (and at Closing SplitCo Sub will have) good and marketable fee simple title to all of the fee estates (including the improvements thereon) listed in Schedule 3.8(a) of the Parent Disclosure Schedule, free and clear of all Liens, except Permitted Liens. All of the Real Property has legal and practical access to public roads or streets, and with respect to owned Real Property, conforms in its current use and occupancy in all material respects to all zoning requirements, restrictive covenants, or other encumbrances affecting all or part of such parcel and, to the Knowledge of Parent, has all utilities and services necessary for the conduct and operation of each of the Systems as currently conducted. To the Knowledge of Parent, all towers, earth receiving dishes and facilities, pole attachments, cable and other installations, Equipment and facilities utilized in connection with the Systems (including any related buildings and guy anchors) are maintained, placed and located in all material respects in accordance with the provisions of all applicable Laws and are located entirely on the Real Property either owned or leased by a Parent Party, except where such failure would not (if enforcement action were taken in respect of such failure) interfere with the use of the particular installation or facility with respect to which such failure has arisen or impose any material liability on SplitCo or Shivers as the owner of the Business Assets.

          (d) No condemnation or eminent domain proceeding is pending or, to the Knowledge of Sellers, threatened against any part of the Real Property.

          Section 3.9 Equipment . Schedule 3.9 of the Parent Disclosure Schedule lists the principal items of Equipment included in the Business Assets. Except as otherwise set forth on Schedule 3.9 of the Parent Disclosure Schedule, all items of Equipment are in good operating condition and repair, ordinary wear and tear excepted.

          Section 3.10 Intangibles . Except as disclosed on Schedule 3.10 of the Parent Disclosure Schedule, all Intangibles included in the Business Assets are valid, in full force and effect, and uncontested. Except as disclosed on Schedule 3.10 of the Parent Disclosure Schedule, to the Knowledge of Parent, Parent Parties’ operation of the Equipment, the Business, and the Systems, as presently conducted, does not infringe upon or violate, or give rise to any rightful claim of, any Person for copyright, trademark, service mark, patent, license, trade secret infringement or the like, and there is no claim pending or threatened with respect to any such intangible property.

          Section 3.11 Sufficiency and Title to Business Assets . Except as disclosed on Schedule 3.11 of the Parent Disclosure Schedule or as contemplated by Section 2.5, after giving effect to the transactions contemplated by this Agreement and each of the Ancillary Agreements, SplitCo shall have good title to the Business Assets, free and clear of all Liens other than Permitted Liens. Except for the Excluded Assets, the Business Assets, together with the assets and services to be provided to SplitCo Sub under any Ancillary Agreement will, at the Closing, constitute all the rights, assets and properties reasonably required to operate the Business in all material respects as it is currently conducted.

          Section 3.12 Accounts Receivable . Schedule 3.12 of the Parent Disclosure Schedule sets forth an aged accounts receivable report of all Accounts Receivable as of the date set forth therein. All of such Accounts Receivable arose from bona fide transactions in the ordinary course of business consistent with Parent’s past practices.

          Section 3.13 System Data .

          (a) Schedule 3.13(a) of the Parent Disclosure Schedule sets