Verizon Communications (VZ)

MERGER SUB

Parent, Buyer and Merger Sub represent and warrant to the Company, as of the date hereof and as of the Closing Date, except as set forth in the Buyer Disclosure Letter, as follows:

Section 3.1 Corporate Status. Parent is a partnership duly formed and validly existing under the laws of the State of Delaware. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of California. Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

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Section 3.2 Corporate and Governmental Authorization.

(a) Each of Parent, Buyer and Merger Sub has all requisite partnership or corporate power and authority to execute and deliver this Agreement, each Ancillary Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Agreement to which it is or will be a party, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite action of Parent, Buyer and Merger Sub, except, in the case of Merger Sub, the approval of this Agreement by its sole stockholder, which will be obtained immediately following execution of this Agreement. Each of Parent, Buyer and Merger Sub has duly executed and delivered this Agreement and has or will duly execute and deliver each Ancillary Agreement to which it is or will be a party. This Agreement and each such Ancillary Agreement constitutes or will constitute the legal, valid and binding obligation of each of Parent, Buyer and Merger Sub, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at Law).

(b) The execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is or will be a party by Parent, Buyer and Merger Sub, and the consummation of the transactions contemplated hereby and thereby, require no action by or in respect of, or filing with, any Governmental Authority other than (i) compliance with any applicable requirements of the HSR Act and the Competition Laws of the jurisdictions set forth in Section 3.2(b)(i) of the Buyer Disclosure Letter, (ii) such filings and consents as may be required by the FCC, under the Communications Act, or by the FCC Rules, (iii) such filings or consents as may be required by local and state Governmental Authorities pursuant to local or state Laws regulating the telecommunications business, and (iv) any actions or filings under Laws the absence of which would not, individually or in the aggregate, be reasonably likely to materially impair the ability of Parent or Buyer to consummate the transactions contemplated hereby or thereby.

Section 3.3 Non-Contravention. The execution, delivery and performance by Parent, Buyer and Merger Sub of this Agreement and each Ancillary Agreement to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby do not and will not (i) conflict with or result in any violation or breach of any provision of the Organizational Documents of Parent, Buyer or Merger Sub, or of any order, judgment or decree applicable to any of them, (ii) assuming compliance with the matters referred to in Section 3.2(b), conflict with or result in a violation or breach of any provision of any applicable Law, (iii) require any consent of or other action by any

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Person under, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit under, any provision of any material agreement or other instrument to which Parent, Buyer or Merger Sub is a party or any material permit affecting the assets or business of Parent, Buyer or Merger Sub, except as would not, individually or in the aggregate, be reasonably likely to materially impair the ability of Parent, Buyer or Merger Sub to consummate the transactions contemplated hereby or thereby.

Section 3.4 No Other Representations or Warranties. Parent, Buyer and Merger Sub acknowledge that the Company makes no representations or warranties as to any matter whatsoever except as expressly set forth in Article II. The representations and warranties set forth in Article II are made solely by the Company, and no Representative of the Company shall have any responsibility or liability related thereto.

Section 3.5 Financing. Buyer and its Affiliates will have funds available to them sufficient to satisfy, no later than the date they become due, all of their respective obligations under this Agreement, the Ancillary Agreements and the Debt Agreements and to consummate the transactions contemplated hereby or thereby (including by the Closing Date to pay the amounts required by Article I and to fund any required financings or repayments of Indebtedness and to pay all fees and expenses incurred by it or its Affiliates, in each case in connection with such transactions) (the “Financing”).

Section 3.6 Finders’ Fees. Except for Morgan Stanley, whose fees and expenses will be paid by Parent, Buyer or Merger Sub, there is no investment banker, broker, finder or other intermediary retained by or authorized to act on behalf of Parent, Buyer or Merger Sub who might be entitled to any fee or commission from the Company or any of its Affiliates upon consummation of the transactions contemplated by this Agreement.