EXHIBIT 10.3



EXCHANGE AGREEMENT



THIS EXCHANGE AGREEMENT (Agreement), dated as of April 5, 2002, by and among Madison River Telephone Company, LLC (MRTC), Coastal
Communications, Inc. (CCI), Daniel M. Bryant (D. Bryant), G. Allan Bryant (G Bryant) and The Michael E. Bryant Life Trust (the Trust, and together with D. Bryant and G. Bryant, the Bryant
Shareholders).



WHEREAS, the Bryant Shareholders are
presently the beneficial owners of all of the Series A Stock and Series B Stock of CCI;



WHEREAS, the parties hereto desire to effect the transactions contemplated hereby upon the terms set forth herein;



NOW THEREFORE, in consideration of the premises, the mutual promises of the parties hereto and the mutual benefits to be gained by the performance
thereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MRTC, for its successors and permitted assigns, and the Bryant Shareholders, for themselves, their heirs, personal representatives and
permitted assigns, hereby agree as follows:



Section 1.
MRTCs Representations and Warranties. MRTC represents and warrants to each of the Bryant Shareholders as follows:



(a) Authority. MRTC has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to
consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement.



(b) Enforceability. This Agreement has been duly executed and delivered by MRTC, and, assuming due and legal, valid authorization,
execution and delivery hereof by each of the Bryant Shareholders, constitutes a legal, valid and binding obligation of MRTC, enforceable against MRTC in accordance with its terms.



(c) Madison River LTD Funding Corp. Consent. Pursuant to Section 3.01 of that certain Shareholders Agreement
(the Shareholders Agreement), dated as of March 30, 2000, by and among the Bryant Shareholders, CCI and Madison River LTD Funding Corp. (MR Funding), MR Funding has consented to the transfers of Series A Stock and Series B
Stock of CCI by the Bryant Shareholders as contemplated by this Agreement. MR Funding has also waived the rights, if any, granted to MR Funding pursuant to Section 4.01 of the Shareholders Agreement as such rights would apply to the transactions
contemplated by this Agreement, but for the application of such waiver.



Section 2. D. Bryants Representations and Warranties. D. Bryant represents and warrants to MRTC as follows:



(a) Authority. Assuming the accuracy of the representations and warranties set forth in Section 1(c) herein, D. Bryant has the legal
capacity and the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby.





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(b) Enforceability. This Agreement has been duly executed and delivered by D. Bryant,
and, assuming due and valid authorization, execution and delivery hereof by MRTC, constitutes a legal, valid and binding agreement of D. Bryant, enforceable against D. Bryant in accordance with its terms.



(c) Representation of Ownership. D. Bryant beneficially owns
100 shares of Series A Stock and 100 shares of Series B Stock of CCI free and clear of any liens and encumbrances, other than encumbrances imposed by the Shareholders Agreement. Immediately after giving effect to the Closing (as defined below), MRTC
will acquire 100 shares of Series B Stock and 40 shares of Series A Stock of CCI from D. Bryant free and clear of all encumbrances and D. Bryant will not own any interest or have any rights in CCI except for 50 shares of Series A Stock.



Section 3. G. Bryants Representations and Warranties. G. Bryant
represents and warrants to MRTC as follows:



(a) Authority. Assuming the accuracy of the representations and warranties set forth in Section 1(c) herein, G. Bryant has the legal capacity and the power and authority to execute, deliver and carry out the terms and provisions of this
Agreement and to consummate the transactions contemplated hereby.



(b) Enforceability. This Agreement has been duly executed and delivered by G. Bryant, and, assuming due and valid authorization, execution and delivery hereof by MRTC, constitutes a legal, valid and binding agreement
of G. Bryant, enforceable against G. Bryant in accordance with its terms.



(c) Representation of Ownership. G. Bryant beneficially owns 100 shares of Series A Stock and 100 shares of Series B Stock of CCI free and clear of any liens and encumbrances, other than encumbrances imposed by the
Shareholders Agreement. Immediately after giving effect to the Closing, MRTC will acquire 100 shares of Series B Stock and 40 shares of Series A Stock of CCI from G. Bryant free and clear of all encumbrances and G. Bryant will not own any interest
or have any rights in CCI except for 50 shares of Series A Stock.



Section 4. The Trusts Representations and Warranties. The Trust represents and warrants to MRTC as follows:



(a) Authority. Assuming the accuracy of the representations and warranties set forth in Section 1(c) herein, the Trust has the power and
authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement.



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(b) Enforceability. This Agreement has been duly executed and delivered by the Trust,
and, assuming due and valid authorization, execution and delivery hereof by MRTC, constitutes a legal, valid and binding agreement of the Trust, enforceable against the Trust in accordance with its terms.



(c) Representation of Ownership. The Trust beneficially owns
100 shares of Series A Stock and 100 shares of Series B Stock of CCI free and clear of any liens and encumbrances, other than encumbrances imposed by the Shareholders Agreement. Immediately after giving effect to the Closing, MRTC will acquire 100
shares of Series B Stock and 40 shares of Series A Stock of CCI from the Trust free and clear of all encumbrances and the Trust will not own any interest or have any rights in CCI except for 50 shares of Series A Stock.



Section 5. Exchange. At the Closing, subject to the terms and conditions set
forth herein:



(a) D. Bryant shall exchange
all of his shares of Series B Stock and 40 shares of Series A Stock of CCI for



(i) Term Note No. 1 issued by MRTC (Term Note No. 1) in the principal amount of $6,666,666.67 (a form of which is attached as
Exhibit A hereto) and



(ii) 6 million newly
issued Class A Member Units in MRTC issued at $1 per unit;



(b) G. Bryant shall exchange all of his shares of Series B Stock and 40 shares of Series A Stock of CCI for



(i) Term Note No. 2 issued by MRTC (Term Note No. 2) in the principal amount of $6,666,666.67 (a form of which is attached as
Exhibit B hereto) and



(ii) 6 million newly
issued Class A Member Units in MRTC issued at $1 per unit;



(c) The Trust shall exchange all of its shares of Series B Stock and 40 shares of Series A Stock of CCI for



(i) Term Note No. 3 issued by MRTC (Term Note No. 3) in the principal amount of $6,666,666.67 (a form of which is attached as
Exhibit C hereto) and



(ii) 6 million newly
issued Class A Member Units in MRTC issued at $1 per unit;



(d) MRTC and the Bryant Shareholders shall effect the issuance of the Class A Member Units as provided in subsections (a), (b) and (c) above by



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executing a Joinder to the Amended and Restated Limited Liability Company Agreement of MRTC, as amended (the MRTC Operating Agreement) and the
related transaction agreements, substantially in the form of Exhibit D hereto (the MRTC Operating Agreement Joinder).



Section 6. Redemption. At the Closing, subject to the terms and conditions set forth herein, CCI shall redeem 10 shares of Series A Stock from each of the
Bryant Shareholders at a redemption price of $33,333.33 per share of Series A Stock.



Section 7. Shareholder Agreement Amendment. At the Closing, subject to the terms and conditions set forth herein, MRTC, CCI and the Bryant Shareholders hereby agree to amend the Shareholders Agreement as provided in
the form attached as Exhibit E hereto (the Shareholders Agreement Amendment).



Section 8. Closing. The closing of the transactions contemplated by this Agreement (the Closing) shall take place at the offices of Kilpatrick Stockton in Atlanta, Georgia on April 10, 2002, or at such
time and place as MRTC and the Bryant Shareholders shall agree prior to the Closing (the date of the Closing being referred to as the Closing Date).



Section 9. Conditions to Closing.



(a) MRTCs and CCIs obligation to consummate the transactions contemplated hereby at the Closing is subject to satisfaction of
the following conditions:



(i) the
representations and warranties of the Bryant Shareholders shall be and remain at and as of the Closing Date true and correct and MRTC shall have received a certificate of each of the Bryant Shareholders to the foregoing effect;



(ii) receipt by MRTC of certificates representing all of the
Series B Stock and 120 shares of Series A Stock of CCI from the Bryant Shareholders;



(iii) receipt by CCI of certificates representing 30 shares of Series A Stock of CCI from the Bryant Shareholders;



(iv) receipt by MRTC of the MRTC Operating Agreement Joinder
duly executed by each of the Bryant Shareholders;



(v) receipt by MRTC of the Shareholders Agreement Amendment duly executed by each of the Bryant Shareholders; and



(vi) receipt by MRTC of a receipt in form and substance reasonably satisfactory to MRTC of acceptance by each of the Bryant Shareholders
of the items set forth in Sections 9(b)(ii), (iv) and (vi).



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(b) The Bryant Shareholders obligation to consummate the transactions contemplated
hereby at the Closing is subject to satisfaction of the following conditions:



(i) the representations and warranties of MRTC shall be and remain at and as of the Closing Date true and correct and the Bryant Shareholders shall have received a certificate of the Chief Executive Officer or a Vice
President of MRTC to the foregoing effect;



(ii) receipt by the Bryant Shareholders of Term Note No. 1, Term Note No. 2 and Term Note No. 3 duly issued by MRTC;



(iii) receipt by the Bryant Shareholders of the MRTC Operating Agreement Joinder duly executed by MRTC;



(iv) receipt by each of the Bryant Shareholders of
certificates or other documents reasonably satisfactory to the Bryant Shareholders evidencing 6 million newly issued Class A Member Units in MRTC issued at $1 per unit;



(v) receipt by each of the Bryant Shareholders of $333,333.33;



(vi) receipt by the Bryant Shareholders of the Shareholders
Agreement Amendment duly executed by MRTC, CCI and MR Funding; and



(vii) receipt by the Bryant Shareholders of an opinion, dated as of the Closing Date, from counsel to MRTC addressing the matters set forth in Exhibit F.



Section 10. Release of Claims.



(a) Upon the execution of this Agreement by all the parties hereto, the Bryant Shareholders, on their behalf and on behalf of their
respective affiliates, associates, personal representatives, representatives, executors, heirs, administrators, successors, assigns, spouses, partners, beneficiaries, employees, attorneys, advisors, and agents (the Bryant Shareholders
Releasing Parties), for good and sufficient consideration, the receipt of which is acknowledged, release absolutely and forever discharge MRTC, CCI, MR Funding and each of their respective predecessors, successors, assigns, parents, members,
subsidiaries, divisions, and affiliated companies, and each of their respective former, current and future officers, directors, owners, managers, employees, partners, associates, representatives, shareholders, attorneys, advisors, and agents, and
each of them (the MRTC Released Parties), from any and all actual or possible claims, charges, damages, demands, debts, liabilities, losses, accounts, reckonings, obligations, suits, actions and causes of action of every kind and nature
whatsoever, including but not limited to those arising under contract, statute or common law, whether or not known or suspected at this time, (collectively, Claims) which the



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Bryant Shareholders Releasing Parties have, or ever had, owned or held, or hereafter can, shall or may have against the MRTC Released Parties, based upon,
arising out of, related to, or by reason of any cause, occurrence, event, act, fact, circumstance, thing, statement or omission occurring before the date of this Agreement relating to, arising from or in connection with this Agreement, the
Shareholders Agreement and the transactions contemplated hereby and thereby.



(b) Upon the execution of this Agreement by all the parties hereto, MRTC, on its behalf and on behalf of its respective affiliates, associates, members, personal representatives, representatives, executors, heirs,
administrators, successors, assigns, spouses, partners, beneficiaries, employees, attorneys, advisors, and agents (the MRTC Releasing Parties), for good and sufficient consideration, the receipt of which is acknowledged, release
absolutely and forever discharge each of the Bryant Shareholders and each of their respective successors, assigns, representatives, attorneys, advisors, and agents, and each of them (the Bryant Shareholders Released Parties), from any
and all Claims which the MRTC Releasing Parties have, or ever had, owned or held, or hereafter can, shall or may have against the Bryant Shareholders Released Parties, based upon, arising out of, related to, or by reason of any cause, occurrence,
event, act, fact, circumstance, thing, statement or omission occurring before the date of this Agreement relating to, arising from or in connection with this Agreement, the Shareholders Agreement and the transactions contemplated hereby and thereby.



Section 11. Stock Purchase Agreement Amendment. Effective upon
the closing of the transactions contemplated by this Agreement, the parties hereto agree to amend and restate the first sentence of Section 8(h) of the Stock Purchase Agreement as follows:



The indemnification obligation of the Sellers shall not exceed Twenty-One
Million Dollars ($21,000,000) plus the Sellers member interests in Madison River Telephone Company, LLC.



Section 12. Miscellaneous Provisions.



(a) Fees and Expenses. Each party hereto agrees to bear its own fees and expenses relating to each of the matters referred to,
contemplated by or the subject of this Agreement.



(b) Amendment and Modification. This Agreement may be amended, modified and supplemented only by written agreement of the Bryant Shareholders and MRTC.



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(c) Notices. All notices, requests, demands and other communications required or
permitted shall be made in writing by hand-delivery, telecopier (with written confirmation) or air courier guaranteeing overnight delivery:



| | (i) | If to the Bryant Shareholders, to:
| | --- | ----------------------------------



Daniel M. Bryant

255 Lincoln Trail

Richmond Hill, GA 31324



with a copy to:



Alex L. Zipperer, Esq.

Zipperer & Lorberbaum

200 E. St. Julian Street

P.O. Box 9147

Savannah, GA 31412



and



G. Allan Bryant

P.O. Box 899

Allenhurst, GA 31301



with a copy to:



Grayson P. Lane, Esq.

Lane & Crowe, PC

601 I Street

P.O. Box 1891

Brunswick, GA 31521-1891



and



The Michael E. Bryant Life Trust

c/o Mr. A. Kimbrough Davis

Kilpatrick Stockton LLP

1100 Peachtree Street

Suite 2800

Atlanta, GA 30309-4530



c/o Thomas J. Ratcliffe, Jr., Esq.

Ratcliffe, Smith & Grinstead, P.C.

103 North Main Street

P.O. Box 469

Hinesville, GA 31310-3215



c/o Larry R. Golden, CPA

Golden Associates

769 E. Oglethorpe Highway

P.O. Box 967

Hinesville, GA 30310-0967



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or to such other persons or addresses as the Bryant Shareholders shall reasonably furnish to MRTC;



| | (ii) | If to MRTC, to:
| | ---- | ---------------



Madison River Telephone Company, LLC

103 South Fifth Street

PO Box 430

Mebane, North Carolina 27302

Attention: Chief Financial Officer

Telecopier: (919) 563-4993



with a copy to:



Madison River Telephone Company, LLC

103 South Fifth Street

PO Box 430

Mebane, North Carolina 27302

Attention: General Counsel

Telecopier: (919) 563-4993



and



Skadden,
Arps, Slate, Meagher & Flom (Illinois)

333 West Wacker Drive

Chicago, Illinois 60606

Attention: Gary P. Cullen

Telecopier: (312) 407-0411



or to such other persons or addresses as MRTC shall reasonably furnish to
the Bryant Shareholders in writing.



All such notices,
requests, demands and other communications shall be deemed to have been duly given; at the time delivered by hand, if personally delivered; when receipt acknowledged, if telecopied; and on the next business day, if timely delivered to an air courier
guaranteeing overnight delivery.



(d)
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable
law, such provision shall fail to be in effect only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement or of any such provision.



(e) Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted assigns, but except as otherwise provided for or permitted



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herein neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written
consent of the other party.



(f) Governing
Law. This Agreement and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law doctrine.



(g) Jurisdiction and Venue. WITHOUT LIMITING THE RIGHT OF
EACH OF MRTC AND THE BRYANT SHAREHOLDERS TO BRING ANY ACTION OR PROCEEDING AGAINST THE OTHER PARTY OR AGAINST PROPERTY OF THE OTHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT (AN ACTION) IN THE COURTS OF OTHER JURISDICTIONS, EACH
OF MRTC AND THE BRYANT SHAREHOLDERS HEREBY IRREVOCABLY SUBMIT TO AND ACCEPT THE NONEXCLUSIVE JURISDICTION OF ANY FEDERAL COURT SITTING IN THE STATE OF GEORGIA, AND EACH OF MRTC AND THE BRYANT SHAREHOLDERS HEREBY IRREVOCABLY AGREE THAT ANY ACTION MAY
BE HEARD AND DETERMINED IN SUCH FEDERAL COURT. EACH OF MRTC AND THE BRYANT SHAREHOLDERS HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO, ANY DEFENSE OR OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY DEFENSE OR OBJECTION
TO VENUE BASED ON THE GROUNDS OF FORUM NONCONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE MAINTENANCE OF ANY ACTION IN ANY SUCH JURISDICTION. EACH OF MRTC AND THE BRYANT SHAREHOLDERS HEREBY IRREVOCABLY AGREE THAT THE SUMMONS AND COMPLAINT OR
ANY OTHER PROCESS IN ANY ACTION IN ANY JURISDICTION MAY BE SERVED BY MAILING (USING CERTIFIED OR REGISTERED MAIL, POSTAGE PREPAID) TO THE NOTICE ADDRESS FOR SUCH PARTY SPECIFIED ABOVE OR BY HAND DELIVERY TO A PERSON OF SUITABLE AGE AND DISCRETION AT
SUCH ADDRESS. SUCH SERVICE WILL BE COMPLETE ON THE DATE SUCH PROCESS IS SO MAILED OR DELIVERED, AND SUCH PARTY WILL HAVE THIRTY DAYS FROM SUCH COMPLETION OF SERVICE IN WHICH TO RESPOND IN THE MANNER PERMITTED BY LAW. EACH OF MRTC AND THE BRYANT
SHAREHOLDERS MAY ALSO BE SERVED IN ANY OTHER MANNER PERMITTED BY LAW, IN WHICH EVENT SUCH PARTYS TIME TO RESPOND SHALL BE THE TIME PROVIDED BY LAW.



(h) Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.



(i) Headings. The headings of the Sections of this Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement.



(j) Entire Agreement. This Agreement sets forth the
entire agreement and understanding of the parties hereto in respect of the subject matter



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contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or
written, relating to the subject matter hereof.



(k) Specific Performance. Each of the parties hereto recognizes and acknowledges that a breach by a party of any covenants or agreements contained in this Agreement will cause the other party to sustain injury for which it would not have an
adequate remedy at law for money damages. Therefore each of the parties hereto agrees that in the event of any such breach, the aggrieved party shall be entitled to the remedy of specific performance of such covenants and agreements and preliminary
and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and the parties hereto further agree to waive any requirement for the securing or posting of any bond in connection
with the obtaining of any such injunctive or other equitable relief.



(l) Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or corporation, other than the parties hereto and their successors or assigns, any rights
or remedies under or by reason of this Agreement; provided, however, it is specifically agreed that each of the MRTC Released Parties are deemed to be direct third party beneficiaries of Section 10 of this Agreement and each of them shall be
entitled to the benefits of, and be permitted to enforce, the provisions of Section 10 as if they were a party to this Agreement.



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IN WITNESS WHEREOF, MRTC, CCI and the Bryant Shareholders have executed this Agreement effective as of
the date and year first above written.



MADISON RIVER TELEPHONE COMPANY, LLCBy:

/s/ J. STEPHEN VANDERWOUDEName:

J. Stephen VanderwoudeTitle:

Chief Executive OfficerCOASTAL COMMUNICATIONS, INC.By:

/s/ J. STEPHEN VANDERWOUDEName:

J. Stephen VanderwoudeTitle:

Chief Executive Officer/s/ DANIEL M. BRYANT

(SEAL)Daniel M. Bryant/s/ G. ALLAN BRYANT

(SEAL)G. Allan BryantTHE MICHAEL E. BRYANT LIFE TRUSTBy:

/s/ DANIEL M. BRYANTCo-Trustee for Michael E. BryantBy:

/s/ G. ALLAN BRYANTCo-Trustee for Michael E. BryantBy:

/s/ THOMAS RATCLIFFE, JR.Co-Trustee for Michael E. Bryant




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IN WITNESS WHEREOF, the undersigned is a signatory to this Agreement as of the date and year first above
written solely for purposes of the covenant set forth in Section 11 of this Agreement.



COASTAL UTILITIES, INC.By:

/s/ J. STEPHEN VANDERWOUDEName:

J. Stephen VanderwoudeTitle:

Chief Executive Officer




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Exhibit A



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS NOTE MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT OR SUCH APPLICABLE STATE LAWS.



TERM NOTE NO. 1



|              |  |                  
|------------- |  | -----------------
|$6,666,666.67 |  | April 10, 2002   
|              | 
|INTEREST RATE |  | MATURITY DATE    
|8.4257%       |  | December 31, 2010



FOR VALUE RECEIVED,
the undersigned, Madison River Telephone Company, LLC, a Delaware limited liability company (the Issuer), promises to pay to the order of Daniel M. Bryant (the Payee) or the registered permitted assignee
thereof, the principal amount of SIX MILLION SIX HUNDRED SIXTY SIX THOUSAND SIX HUNDRED SIXTY SIX AND 67/100 DOLLARS ($6,666,666.67) (or such lesser amount as shall equal the aggregate unpaid principal amount outstanding under this Term Note) on
December 31, 2010 (the Maturity Date). The Issuer shall pay the principal amount of this Term Note (this Note) in installments on the payment dates (the Payment Dates) and in the amounts set
forth in Annex A hereto (as the same may be adjusted from time to time pursuant to Section 1(c) of this Term Note) in accordance with the terms of this Note. The interest on the unpaid principal amount of this Note outstanding from time to time,
from April 1, 2002 until such amount shall be paid in full, shall be payable annually at a rate per annum equal to 8.4257% (calculated on the basis of the actual number of days elapsed over a year of 365/366 days) on the Payment Dates set forth in
Annex A hereto as the same may be adjusted from time to time pursuant to Section 1(c) of this Note. All payments of principal and interest in respect of this Note shall be made to the Payee in lawful money of the United States of America in
same day funds to the Payees bank account specified by Payee in writing, for the account of Payee or at such other place as shall be designated in writing by the Payee for such purpose. Notwithstanding anything to the contrary contained
herein, if any date on which a payment under this Note becomes due and payable is not a Business Day (as defined below) then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same
force and effect as if made on such scheduled date and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment from and after such scheduled date.





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Business Day as used herein shall mean a day of the year on which banks are not required or authorized to close in New York, New York and
in the State of Georgia.



1. Prepayment.



(a) In the event either (A) the Issuer consummates any sale
occurring after the date hereof of limited liability company member interests, or any other equity interests convertible into limited liability company member interests, of the Issuer for cash or (B) the Issuer receives after the date hereof a cash
capital contribution (but excluding any equity contributions by Issuers subsidiaries to the Issuer), which in each case under clause (A) or (B) above results in the receipt by the Issuer of at least $20,000,000 in Net Cash Proceeds (as defined
below) (a Qualified Equity Contribution), the Issuer shall give the Payee a written notice of any Qualified Equity Contribution within ten (10) Business Days after its closing. The Payee shall have ten (10) Business Days from the
date it receives the Issuers written notice to decide, by written notice to the Issuer, whether or not to require a mandatory prepayment under this Note as set forth in this Section 1. In the event the Payee fails to notify the Issuer within
such ten (10) Business Day period, the Payee shall be deemed to have elected not to require a mandatory prepayment under this Note. In the event the Payee has elected by written notice to the Issuer within such ten (10) Business Day period to
require a mandatory prepayment under this Note, the Issuer shall make a prepayment in an amount (which may not be a negative number) (the Required Prepayment Amount) equal to (i) 50% of the then outstanding principal amount under
this Note minus (ii) the amount of the principal previously prepaid by the Issuer pursuant to Section 1(b); provided that such deduction under this clause (ii) of the previously prepaid principal shall be permitted only one time for
each principal amount so prepaid by the Issuer pursuant to Section 1(b). The Issuer shall make such prepayment within ten (10) Business Days after the Issuer receives a written notice from the Payee of its election to require a mandatory prepayment
as set forth in this Section 1(a). Any prepayment under this Note by the Issuer in accordance with this Section 1 shall be without premium or penalty but with accrued and unpaid interest to the date of prepayment on the then outstanding amount of
principal; provide that the aggregate amount of prepayment of principal together with the amount of accrued and unpaid interest on the then outstanding amount of principal shall not exceed the Required Prepayment Amount. Net Cash
Proceeds as used herein shall mean the cash proceeds received by the Issuer on account of a Qualified Equity Contribution less underwriting fees, discounts, costs and expenses incurred by the Issuer related to such Qualified Equity
Contribution.



(b) The Issuer shall have the
right at anytime and from time to time, upon three (3) Business Days prior written notice to the Payee to prepay the indebtedness evidenced by this Note in whole or in part without premium or penalty but with accrued and unpaid interest to the
date of prepayment on the amount prepaid.



(c)
Upon any prepayment of any principal amount under this Note, such prepaid amounts shall be applied against the installment amounts of principal due on the next Payment Dates following such prepayment in direct order of maturity, starting with the
first Payment Date following such prepayment, and Annex A shall be



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adjusted as set forth below in this Section 1(c) and reissued by the Issuer to reflect such prepayment. Annex A shall be adjusted as follows: if the
aggregate amount of prepaid principal together with the payment of accrued and unpaid interest to the date of prepayment (the Prepaid Amount) is (i) equal to the aggregate amount of principal and interest due on the first Payment
Date following such prepayment under Annex A in effect immediately prior to such prepayment (the Total Scheduled Amount), then the Total Scheduled Amount shall be reduced to zero and no payment shall be required on such
Payment Date; (ii) in excess of the Total Scheduled Amount, then (x) the Total Scheduled Amount shall be reduced to zero and no payment shall be required on the first Payment Date following such prepayment, and (y) such excess amount shall reduce
the aggregate amounts of principal and interest due on the following Payment Date and subsequent Payment Dates in direct order of maturity; or (iii) less than the Total Scheduled Amount, then the aggregate amount of principal and interest due on the
first Payment Date following such prepayment shall be. the difference between the Total Scheduled Amount and the Prepaid Amount.



2. Representations and Warranties of Issuer. The Issuer represents and warrants to the Payee that, as of the date hereof, (i) the Issuer is duly
organized and validly existing in good standing under the laws of the jurisdiction of its organization, (ii) the Issuer has the limited liability company power and authority to execute, deliver and perform this Note, (iii) the Issuer has taken all
necessary limited liability company action to authorize its execution, delivery, and performance of this Note and no consent, approval, or authorization of, or declaration or filing with, any governmental authority, and no consent of any other
person, is required in connection with the Issuers execution, delivery, and performance of this Note, except for those already duly obtained, (iv) this Note has been duly executed and delivered by the Issuer, and constitutes the legal, valid
and binding obligation of the Issuer, enforceable against. it in accordance with its terms, and (v) Issuers execution, delivery, and performance of this Note does not and will not conflict with, or constitute a violation or breach of, or
constitute a default under, or result in the creation or imposition of any lien upon the property of the Issuer by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, or instrument to which Issuer is a party or which is
binding upon it or its property, or any judgment, law, statute, rule or governmental regulation applicable to Issuer, or the organizational documents of the Issuer.



3. Representations and Warranties of Payee. The Payee represents and warrants to the Issuer that this Note will be
acquired for investment for Payees own account, not as a nominee or agent, and not with a view to the resale or distribution of this Note or any interest herein, and the Payee has no present intention of selling, granting any participation in,
or otherwise distributing the same. The Payee does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any person with respect to this Note or any interest herein. The Payee
acknowledges that any transfer of this Note or any interest herein is subject to the restrictions of Section 12 of this Note.



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4. Events of Default and Remedies. If any one or more of the following events (Events of
Default) shall occur and be continuing:



(a) The Issuer shall fail to pay any amount of principal or interest under this Note within ten (10) Business Days after such amount becomes due and payable under this Note; or



(b) The Issuer shall fail to comply with any other covenant, agreement or condition contained in this Note
within thirty (30) days after receipt of written notice from Payee of such failure stating that the same is an Event of Default; or



(c) Any representation or warranty made by the Issuer to the Payee herein shall be inaccurate or incomplete in any material respect when
made and shall remain untrue or incomplete in any material respect as of the 30th day after the date on which notice of such untrue or incomplete representation or warranty stating that the same is an Event of Default shall have been given by the
Payee to the Issuer; or



(d) The Issuer shall
generally not pay its debts as the same become due, or shall admit in writing its inability to pay such debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against it seeking
to adjudicate it as a bankrupt or an insolvent, or seeking liquidation, winding up, reorganization arrangement, adjustment, protection, relief, or composition of its debts under any law relating to bankruptcy, insolvency or reorganization or relief
of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; and in the event of any proceeding being instituted against it, such
proceeding shall remain undismissed or unstayed for a period of one hundred twenty (120) days or shall result in the entry of an order for relief, the appointment of a trustee or receiver or other adverse result to it or it shall take any action to
authorized any of the actions set forth above;



then, and in any such event,
the Payee may, by notice to the Issuer, declare all obligations of the Issuer hereunder (all such obligations, including, without limitation, principal and interest, collectively referred to herein as the Obligations) to be
forthwith due and payable in full, whereupon the Obligations shall become and be forthwith due and payable in full, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Issuer. Following
an Event of Default and the acceleration of the maturity date of the Obligations (whether automatically, by declaration or otherwise) and continuing (i) until such Event of Default is fully cured by the Issuer or waived by the Payee (in each case,
in accordance with this Note) or (ii) until the Obligations are paid in full, the Issuer shall pay interest (the Default Interest) on the unpaid principal amount of this Note at a rate per annum equal to 13.4257% (calculated on
the basis of the actual number of days elapsed over a year of 365!366 days), and the Issuer agrees to pay all reasonable costs (including, without limitation, all reasonable attorneys fees and expenses) incurred by the Payee in connection with
collection of the Obligations and enforcement of Payees rights under this Note, provided that the aggregate amount of such costs shall not exceed $100,000.00; and provided, further, that any claim giving rise to such costs
shall have been successfully adjudicated. Following an Event of Default and the acceleration of the maturity date of the Obligations (whether automatically, by declaration or otherwise), the proceeds of any payment or collection



4



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under this Note, and any other cash received by the Payee in connection with this Note shall be applied by the Payee first, to the payment of accrued
and unpaid Default Interest; second, to the payment of accrued and unpaid regular interest at the rate set forth in the first paragraph of this Note; and finally, to the payment of the unpaid principal amount of this Note.



5. Amendments. No amendment or waiver of any provision of this
Note, nor consent to any departure by the Issuer therefrom, shall be effective unless the same shall be in writing and signed by the Payee, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose
for which given.



6. Waiver of Presentment. The Issuer
hereby waives presentment for payment, demand, notice of dishonor, notice of intent to accelerate and protest of this Note.



7. Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED WITHIN SUCH STATE, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES OR RULES.



8. Consent to Jurisdiction: Waiver of Venue Objection: Service of Process. WITHOUT LIMITING THE RIGHT OF THE PAYEE TO BRING ANY ACTION OR
PROCEEDING AGAINST THE ISSUER OR AGAINST PROPERTY OF THE ISSUER ARISING OUT OF OR RELATING TO THIS NOTE (AN ACTION) IN THE COURTS OF OTHER JURISDICTIONS, THE ISSUER HEREBY IRREVOCABLY SUBMITS TO AND ACCEPTS THE NONEXCLUSIVE
JURISDICTION OF ANY FEDERAL COURT SITTING IN THE STATE OF GEORGIA, AND THE ISSUER HEREBY IRREVOCABLY AGREES THAT ANY ACTION MAY BE HEARD AND DETERMINED IN SUCH FEDERAL COURT. THE ISSUER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY
EFFECTIVELY DO SO, ANY DEFENSE OR OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY DEFENSE OR OBJECTION TO VENUE BASED ON THE GROUNDS OF FORUM NONCONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE MAINTENANCE ANY ACTION IN ANY SUCH JURISDICTION. THE
ISSUER HEREBY IRREVOCABLY AGREES THAT THE SUMMONS AND COMPLAINT OR ANY OTHER PROCESS IN ANY ACTION IN ANY JURISDICTION MAY BE SERVED BY MAILING (USING CERTIFIED OR REGISTERED MAIL, POSTAGE PREPAID) TO THE NOTICE ADDRESS FOR THE ISSUER SPECIFIED
BELOW OR BY HAND DELIVERY TO A PERSON OF SUITABLE AGE AND DISCRETION AT SUCH ADDRESS. SUCH SERVICE WILL BE COMPLETE ON THE DATE SUCH PROCESS IS SO MAILED OR DELIVERED, AND THE ISSUER WILL HAVE THIRTY DAYS FROM SUCH COMPLETION OF SERVICE IN WHICH TO
RESPOND IN THE MANNER PROVIDED BY LAW. THE ISSUER MAY ALSO BE SERVED IN ANY OTHER MANNER PERMITTED BY LAW, IN WHICH EVENT THE ISSUERS TIME TO RESPOND SHALL BE THE TIME PROVIDED BY LAW.



5



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9. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMUTED BY LAW, AND AS SEPARATELY BARGAINED-FOR
CONSIDERATION TO THE PAYEE, THE ISSUER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY (WHICH THE PAYEE ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THIS NOTE, THE OBLIGATIONS, OR THE PAYEES
CONDUCT IN RESPECT OF ANY OF THE FOREGOING.



10.
Miscellaneous. No failure on the part of the Payee to exercise, and no delay in exercising, any right under this Note shall operate as a waiver thereof; nor shall any partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.



11. Maximum Interest. Notwithstanding the foregoing paragraphs and all other provisions of this Note, none of the terms and provisions of this Note
shall ever be construed to create a contract to pay to the Payee, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by the Payee to the Issuer under applicable state or
federal law from time to time in effect, and the Issuer shall never be required to pay interest in excess of such maximum amount. If, for any reason interest is paid hereon in excess of such maximum amount, then promptly upon any determination that
such excess has been paid the Payee will, at its option, either refund such excess to the Issuer or apply such excess to the principal owing hereunder.



12. Restriction on Transfer of Note. THE PAYEE SHALL NOT SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER WHICH CONSENT MAY BE GIVEN ONLY UPON A PRIOR APPROVAL BY THE HOLDERS OF MORE THAN 50% OF THE THEN OUTSTANDING EQUITY INTERESTS IN THE ISSUER EXCLUDING ANY EQUITY INTERESTS HELD DIRECTLY OR
INDIRECTLY BY THE PAYEE, G. ALLAN BRYANT OR THE MICHAEL E. BRYANT LIFE TRUST, OR ANY OF THEIR RESPECTIVE AFFILIATES.



13. Notices. Any notice required or permitted by this Note shall be in writing and shall be deemed sufficient upon delivery, when delivered
personally or by a nationally recognized delivery service (such as Federal Express or UPS) to the respective address set forth on the signature page hereof, or to such other address as any party may specify in writing from time to time to the other
party.



14. Time of the Essence. Time is of the essence
with respect to this Note and in the performance by the Issuer of its Obligations under this Note.



15. Entire Agreement. This Note constitutes the entire agreement of the parties relative to its subject matter, and shall not be waived, modified
or supplemented, in whole or in part, except in a writing signed by the parties. If any provision of this Note



6



---

is held invalid or unenforceable by any court of competent jurisdiction, the remaining provisions shall continue in full force and effect.



IN WITNESS WHEREOF, the Issuer has executed this Note as of the date first
above written.



MADISON RIVER TELEPHONE COMPANY, LLCBy:

/s/ J. Stephen VanderwoudeName:

J. Stephen VanderwoudeTitle:

CEONotice Address:Madison River Telephone Company, LLC 103 South Fifth Street Mebane, North Carolina 27302 Attention: Chief Financial Officer Telecopier: (919) 563-4993with a copy to:Madison River Telephone Company, LLC 103
South Fifth Street Mebane, North Carolina 27302 Attention:
General Counsel Telecopier: (919) 563-4993




7



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|                    
|--------------------
|AGREED AND ACCEPTED:
|                    
|DANIEL M. BRYANT    
|                    
|/s/ Daniel M. Bryant
|                    
|Notice Address:     



Mr. Daniel M. Bryant

255 Lincoln Trail

Richmond Hill, GA 31324



with a copy to:



Grayson P. Lane, Esq.

Lane & Crowe, PC

601 P Street

P.O. Box 1891

Brunswick, GA 31521-1891



8



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Annex A



AMORTIZATION SCHEDULE



|                  |  |                  |  |                 |  |                             |  |                            |  |              
|----------------- |  | ---------------- |  | --------------- |  | --------------------------- |  | -------------------------- |  | -------------
|Payment Date      |  | BeginningBalance |  | InterestAccrued |  | Amount ofPayment(Principal) |  | Amount ofPayment(Interest) |  | EndingBalance
|April 1, 2002     |  | 0.00             |  | 0.00            |  | 0.00                        |  | 0.00                       |  | 6,666,666.67 
|December 31, 2002 |  | 6,666,666.67     |  | 421,668.46      |  | 0.00                        |  | 0.00                       |  | 7,088,335.13 
|December 31, 2003 |  | 7,088,335.13     |  | 597,240.05      |  | 607,255.81                  |  | 597,240.05                 |  | 6,481,079.32 
|December 31, 2004 |  | 6,481,079.32     |  | 546,074.65      |  | 658,421.20                  |  | 546,074.65                 |  | 5,822,658.12 
|December 31, 2005 |  | 5,822,658.12     |  | 490,598.22      |  | 713,897.63                  |  | 490,598.22                 |  | 5,108,760.48 
|December 31, 2006 |  | 5,108,760.48     |  | 430,447.53      |  | 774,048.32                  |  | 430,447.53                 |  | 4,334,712.16 
|December 31, 2007 |  | 4,334,712.16     |  | 365,228.74      |  | 839,264.11                  |  | 365,228.74                 |  | 3,495,445.05 
|December 31, 2008 |  | 3,495,445.05     |  | 294,514.82      |  | 1,359,981.03                |  | 294,514.82                 |  | 2,135,464.02 
|December 31, 2009 |  | 2,135,464.02     |  | 179,927.25      |  | 1,024,568.61                |  | 179,927.25                 |  | 1,110,895.41 
|December 31, 2010 |  | 1,110,895.41     |  | 93,600.43       |  | 1,110,895.41                |  | 93,600.43                  |  | 0.00         





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Exhibit B



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS NOTE MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT OR SUCH APPLICABLE STATE LAWS.



TERM NOTE NO. 2



|              |  |                  
|------------- |  | -----------------
|$6,666,666.67 |  | April 10, 2002   
|              | 
|INTEREST RATE |  | MATURITY DATE    
|8.4257%       |  | December 31, 2010



FOR VALUE RECEIVED,
the undersigned, Madison River Telephone Company, LLC, a Delaware limited liability company (the Issuer), promises to pay to the order of G. Allan Bryant (the Payee) or the registered permitted assignee thereof, the principal
amount of SIX MILLION SIX HUNDRED SIXTY SIX THOUSAND SIX HUNDRED SIXTY SIX AND 67/100 DOLLARS ($6,666,666.67) (or such lesser amount as shall equal the aggregate unpaid principal amount outstanding under this Term Note) on December 31, 2010 (the
Maturity Date). The Issuer shall pay the principal amount of this Term Note (this Note) in installments on the payment dates (the Payment Dates) and in the amounts set forth in Annex A
hereto (as the same may be adjusted from time to time pursuant to Section 1(c) of this Term Note) in accordance with the terms of this Note. The interest on the unpaid principal amount of this Note outstanding from time to time, from April 1, 2002
until such amount shall be paid in full, shall be payable annually at a rate per annum equal to 8.4257% (calculated on the basis of the actual number of days elapsed over a year of 365/366 days) on the Payment Dates set forth in Annex A
hereto as the same may be adjusted from time to time pursuant to Section 1(c) of this Note. All payments of principal and interest in respect of this Note shall be made to the Payee in lawful money of the United States of America in same day funds
to the Payees bank account specified by Payee in writing, for the account of Payee or at such other place as shall be designated in writing by the Payee for such purpose. Notwithstanding anything to the contrary contained herein, if any date
on which a payment under this Note becomes due and payable is not a Business Day (as defined below) then such payment shall not be made on such scheduled date but shall be made on the next succeeding Business Day with the same force and effect as if
made on such scheduled date and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment from and after such scheduled date. Business Day as used herein shall mean a day
of the year on which banks are not required or authorized to close in New York, New York and in the State of Georgia.



1. Prepayment.



(a) In the event either (A) the Issuer consummates any sale occurring after the date hereof of limited liability company member interests,
or any other





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equity interests convertible into limited liability company member interests, of the Issuer for cash or (B) the Issuer receives after the date hereof a cash
capital contribution (but excluding any equity contributions by Issuers subsidiaries to the Issuer), which in each case under clause (A) or (B) above results in the receipt by the Issuer of at least $20,000,000 in Net Cash Proceeds (as defined
below) (a Qualified Equity Contribution), the Issuer shall give the Payee a written notice of any Qualified Equity Contribution within ten (10) Business Days after its closing. The Payee shall have ten (10) Business Days from the
date it receives the Issuers written notice to decide, by written notice to the Issuer, whether or not to require a mandatory prepayment under this Note as set forth in this Section 1. In the event the Payee fails to notify the Issuer within
such ten (10) Business Day period, the Payee shall be deemed to have elected not to require a mandatory prepayment under this Note. In the event the Payee has elected by written notice to the Issuer within such ten (10) Business Day period to
require a mandatory prepayment under this Note, the Issuer shall make a prepayment in an amount (which may not be a negative number) (the Required Prepayment Amount) equal to (i) 50% of the then outstanding principal amount under
this Note minus (ii) the amount of the principal previously prepaid by the Issuer pursuant to Section 1(b); provided that such deduction under this clause (ii) of the previously prepaid principal shall be permitted only one time for
each principal amount so prepaid by the Issuer pursuant to Section 1(b). The Issuer shall make such prepayment within ten (10) Business Days after the Issuer receives a written notice from the Payee of its election to require a mandatory prepayment
as set forth in this Section 1(a). Any prepayment under this Note by the Issuer in accordance with this Section 1 shall be without premium or penalty but with accrued and unpaid interest to the date of prepayment on the then outstanding amount of
principal; provided that the aggregate amount of prepayment of principal together with the amount of accrued and unpaid interest on the then outstanding amount of principal shall not exceed the Required Prepayment Amount. Net Cash
Proceeds as used herein shall mean the cash proceeds received by the Issuer on account of a Qualified Equity Contribution less underwriting fees, discounts, costs and expenses incurred by the Issuer related to such Qualified Equity
Contribution.



(b) The Issuer shall have the
right at any time and from time to time, upon three (3) Business Days prior written notice to the Payee to prepay the indebtedness evidenced by this Note in whole or in part without premium or penalty but with accrued and unpaid interest to
the date of prepayment on the amount prepaid.



(c) Upon any prepayment of any principal amount under this Note, such prepaid amounts shall be applied against the installment amounts of principal due on the next Payment Dates following such prepayment in direct order of maturity,
starting with the first Payment Date following such prepayment, and Annex A shall be adjusted as set forth below in this Section 1(c) and reissued by the Issuer to reflect such prepayment. Annex A shall be adjusted as follows: if the
aggregate amount of prepaid principal together with the payment of accrued and unpaid interest to the date of prepayment (the Prepaid Amount) is (i) equal to the aggregate amount of principal and interest due on the first Payment
Date following such prepayment under Annex A in effect immediately prior to such prepayment (the Total Scheduled Amount), then the Total Scheduled Amount shall be reduced to zero and no payment shall be required on





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such Payment Date; (ii) in excess of the Total Scheduled Amount, then (x) the Total Scheduled Amount shall be reduced to zero and no payment shall be
required on the first Payment Date following such prepayment, and (y) such excess amount shall reduce the aggregate amounts of principal and interest due on the following Payment Date and subsequent Payment Dates in direct order of maturity; or
(iii) less than the Total Scheduled Amount, then the aggregate amount of principal and interest due on the first Payment Date following such prepayment shall be the difference between the Total Scheduled Amount and the Prepaid Amount.



2. Representations and Warranties of Issuer. The Issuer represents and
warrants to the Payee that, as of the date hereof, (i) the Issuer is duly organized and validly existing in good standing under the laws of the jurisdiction of its organization, (ii) the Issuer has the limited liability company power and authority
to execute, deliver and perform this Note, (iii) the Issuer has taken all necessary limited liability company action to authorize its execution, delivery, and performance of this Note and no consent, approval, or authorization of, or declaration or
filing with, any governmental authority, and no consent of any other person, is required in connection with the Issuers execution, delivery, and performance of this Note, except for those already duly obtained, (iv) this Note has been duly
executed and delivered by the Issuer, and constitutes the legal, valid and binding obligation of the Issuer, enforceable against it in accordance with its terns, and (v) Issuers execution, delivery, and performance of this Note does not and will not
conflict with, or constitute a violation or breach of, or constitute a default under, or result in the creation or imposition of any lien upon the property of the Issuer by reason of the terms of any contract, mortgage, lien, lease, agreement,
indenture, or instrument to which Issuer is a party or which is binding upon it or its property, or any judgment, law, statute, rule or governmental regulation applicable to Issuer, or the organizational documents of the Issuer.



3. Representations and Warranties of Payee. The Payee represents and
warrants to the Issuer that this Note will be acquired for investment for Payees own account, not as a nominee or agent, and not with a view to the resale or distribution of this Note or any interest herein, and the Payee has no present
intention of selling, granting any participation in, or otherwise distributing the same. The Payee does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any person with respect
to this Note or any interest herein. The Payee acknowledges that any transfer of this Note or any interest herein is subject to the restrictions of Section 12 of this Note.



4. Events of Default and Remedies. If any one or more of the following events (Events of Default)
shall occur and be continuing:



(a) The Issuer
shall fail to pay any amount of principal or interest under this Note within ten (10) Business Days after such amount becomes due and payable under this Note; or





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(b) The Issuer shall fail to comply with any other covenant, agreement or condition
contained in this Note within thirty (30) days after receipt of written notice from Payee of such failure stating that the same is an Event of Default; or



(c) Any representation or warranty made by the Issuer to the Payee herein shall be inaccurate or incomplete in any material respect when
made and shall remain untrue or incomplete in any material respect as of the 30th day after the date on which notice of such untrue or incomplete representation or warranty stating that the same is an Event of Default shall have been given by the
Payee to the Issuer; or



(d) The Issuer shall
generally not pay its debts as the same become due, or shall admit in writing its inability to pay such debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against it seeking
to adjudicate it as a bankrupt or an insolvent, or seeking liquidation, winding up, reorganization arrangement, adjustment, protection, relief, or composition of its debts under any law relating to bankruptcy, insolvency or reorganization or relief
of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; and in the event of any proceeding being instituted against it, such
proceeding shall remain undismissed or unstayed for a period of one hundred twenty (120) days or shall result in the entry of an order for relief, the appointment of a trustee or receiver or other adverse result to it or it shall take any action to
authorized any of the actions set forth above;



then, and in any such event,
the Payee may, by notice to the Issuer, declare all obligations of the Issuer hereunder (all such obligations, including, without limitation, principal and interest, collectively referred to herein as the Obligations) to be forthwith due
and payable in full, whereupon the Obligations shall become and be forthwith due and payable in full, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Issuer. Following an Event of
Default and the acceleration of the maturity date of the Obligations (whether automatically, by declaration or otherwise) and continuing (i) until such Event of Default is fully cured by the Issuer or waived by the Payee (in each case, in accordance
with this Note) or (ii) until the Obligations are paid in full, the Issuer shall pay interest (the Default Interest) on the unpaid principal amount of this Note at a rate per annum equal to 13.4257% (calculated on the basis of the actual
number of days elapsed over a year of 365/366 days), and the Issuer agrees to pay all reasonable costs (including, without limitation, all reasonable attorneys fees and expenses) incurred by the Payee in connection with collection of the
Obligations and enforcement of Payees rights under this Note, provided that the aggregate amount of such costs shall not exceed $100,000.00; and provided, further, that any claim giving rise to such costs shall have been successfully
adjudicated. Following an Event of Default and the acceleration of the maturity date of the Obligations (whether automatically, by declaration or otherwise), the proceeds of any payment or collection under this Note, and any other cash received by
the Payee in connection with this Note shall be applied by the Payee first, to the payment of accrued and unpaid Default Interest; second, to the payment of accrued and unpaid regular interest at the rate set forth in the





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first paragraph of this Note; and finally, to the payment of the unpaid principal amount of this Note.



5. Amendments. No amendment or waiver of any provision of this Note,
nor consent to any departure by the Issuer therefrom, shall be effective unless the same shall be in writing and signed by the Payee, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for
which given.



6. Waiver of Presentment. The Issuer
hereby waives presentment for payment, demand, notice of dishonor, notice of intent to accelerate and protest of this Note.



7. Governing Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED WITHIN SUCH STATE, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES OR RULES.



8. Consent to Jurisdiction: Waiver of Venue Objection; Service of Process. WITHOUT LIMITING THE RIGHT OF THE PAYEE TO BRING ANY ACTION OR
PROCEEDING AGAINST THE ISSUER OR AGAINST PROPERTY OF THE ISSUER ARISING OUT OF OR RELATING TO THIS NOTE (AN ACTION) IN THE COURTS OF OTHER JURISDICTIONS, THE ISSUER HEREBY IRREVOCABLY SUBMITS TO AND ACCEPTS THE NONEXCLUSIVE
JURISDICTION OF ANY FEDERAL COURT SITTING IN THE STATE OF GEORGIA, AND THE ISSUER HEREBY IRREVOCABLY AGREES THAT ANY ACTION MAY BE HEARD AND DETERMINED IN SUCH FEDERAL COURT. THE ISSUER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY
EFFECTIVELY DO SO, ANY DEFENSE OR OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY DEFENSE OR OBJECTION TO VENUE BASED ON THE GROUNDS OF FORUM NONCONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE MAINTENANCE ANY ACTION IN ANY SUCH JURISDICTION. THE
ISSUER HEREBY IRREVOCABLY AGREES THAT THE SUMMONS AND COMPLAINT OR ANY OTHER PROCESS IN ANY ACTION IN ANY JURISDICTION MAY BE SERVED BY MAILING (USING CERTIFIED OR REGISTERED MAIL, POSTAGE PREPAID) TO THE NOTICE ADDRESS FOR THE ISSUER SPECIFIED
BELOW OR BY HAND DELIVERY TO A PERSON OF SUITABLE AGE AND DISCRETION AT SUCH ADDRESS. SUCH SERVICE WILL BE COMPLETE ON THE DATE SUCH PROCESS IS SO MAILED OR DELIVERED, AND THE ISSUER WILL HAVE THIRTY DAYS FROM SUCH COMPLETION OF SERVICE IN WHICH TO
RESPOND IN THE MANNER PROVIDED BY LAW. THE ISSUER MAY ALSO BE SERVED IN ANY OTHER MANNER PERMITTED BY LAW, IN WHICH EVENT THE ISSUERS TIME TO RESPOND SHALL BE THE TIME PROVIDED BY LAW.



9. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY LAW, AND
AS SEPARATELY BARGAINED-FOR CONSIDERATION TO THE PAYEE, THE ISSUER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY





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(WHICH THE PAYEE ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THIS NOTE, THE OBLIGATIONS, OR THE
PAYEES CONDUCT IN RESPECT OF ANY OF THE FOREGOING.



10.
Miscellaneous. No failure on the part of the Payee to exercise, and no delay in exercising, any right under this Note shall operate as a waiver thereof; nor shall any partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.



11. Maximum Interest. Notwithstanding the foregoing paragraphs and all other provisions of this Note, none of the terms and provisions of this Note
shall ever be construed to create a contract to pay to the Payee, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by the Payee to the Issuer under applicable state or
federal law from time to time in effect, and the Issuer shall never be required to pay interest in excess of such maximum amount. If, for any reason interest is paid hereon in excess of such maximum amount, then promptly upon any determination that
such excess has been paid the Payee will, at its option, either refund such excess to the Issuer or apply such excess to the principal owing hereunder.



12. Restriction on Transfer of Note. THE PAYEE SHALL NOT SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER WHICH CONSENT MAY BE GIVEN ONLY UPON A PRIOR APPROVAL BY THE HOLDERS OF MORE THAN 50% OF THE THEN OUTSTANDING EQUITY INTERESTS IN THE ISSUER EXCLUDING ANY EQUITY INTERESTS HELD DIRECTLY OR INDIRECTLY
BY THE PAYEE, DANIEL M. BRYANT OR THE MICHAEL E. BRYANT LIFE TRUST, OR ANY OF THEIR RESPECTIVE AFFILIATES.



13. Notices. Any notice required or permitted by this Note shall be in writing and shall be deemed sufficient upon delivery, when delivered
personally or by a nationally recognized delivery service (such as Federal Express or UPS) to the respective address set forth on the signature page hereof, or to such other address as any party may specify in writing from time to time to the other
party.



14. Time of the Essence. Time is of the essence
with respect to this Note and in the performance by the Issuer of its Obligations under this Note.



15. Entire Agreement. This Note constitutes the entire agreement of the parties relative to its subject matter, and shall not be waived, modified
or supplemented, in whole or in part, except in a writing signed by the parties. If any provision of this Note is held invalid or unenforceable by any court of competent jurisdiction, the remaining provisions shall continue in full force and effect.





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IN WITNESS WHEREOF, the Issuer has executed this Note as of the date first above written.



MADISON RIVER TELEPHONE COMPANY, LLCBy:

/s/ J. Stephen VanderwoudeName:

J. Stephen VanderwoudeTitle:

CEONotice Address: Madison River Telephone
Company, LLC 103 South Fifth Street Mebane, North Carolina
27302 Attention: Chief Financial Officer Telecopier: (919)
563-4993with a copy to:Madison River Telephone Company, LLC 103
South Fifth Street Mebane, North Carolina 27302 Attention:
General Counsel Telecopier: (919) 563-4993






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AGREED AND ACCEPTED:



G. ALLAN BRYANT



|                   
|-------------------
|                   
|/s/ G. Allan Bryant



Notice Address:



Mr. G. Allan Bryant

P. O. Box 899

Allenhurst, GA 31301



with a copy to:



Alex L. Zipperer, Esq.

Zipperer & Lorberbaum

200 E. St. Julian Street

P. O. Box 9147

Savannah, GA 31412





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Annex A



AMORTIZATION SCHEDULE



|                  |  |                  |  |                 |  |                             |  |                            |  |              
|----------------- |  | ---------------- |  | --------------- |  | --------------------------- |  | -------------------------- |  | -------------
|Payment Date      |  | BeginningBalance |  | InterestAccrued |  | Amount ofPayment(Principal) |  | Amount ofPayment(Interest) |  | EndingBalance
|April 1, 2002     |  | 0.00             |  | 0.00            |  | 0.00                        |  | 0.00                       |  | 6,666,666.67 
|December 31, 2002 |  | 6,666,666.67     |  | 421,668.46      |  | 0.00                        |  | 0.00                       |  | 7,088,335.13 
|December 31, 2003 |  | 7,088,335.13     |  | 597,240.05      |  | 607,255.81                  |  | 597,240.05                 |  | 6,481,079.32 
|December 31, 2004 |  | 6,481,079.32     |  | 546,074.65      |  | 658,421.20                  |  | 546,074.65                 |  | 5,822,658.12 
|December 31, 2005 |  | 5,822,658.12     |  | 490,598.22      |  | 713,897.63                  |  | 490,598.22                 |  | 5,108,760.48 
|December 31, 2006 |  | 5,108,760.48     |  | 430,447.53      |  | 774,048.32                  |  | 430,447.53                 |  | 4,334,712.16 
|December 31, 2007 |  | 4,334,712.16     |  | 365,228.74      |  | 839,264.11                  |  | 365,228.74                 |  | 3,495,445.05 
|December 31, 2008 |  | 3,495,445.05     |  | 294,514.82      |  | 1,359,981.03                |  | 294,514.82                 |  | 2,135,464.02 
|December 31, 2009 |  | 2,135,464.02     |  | 179,927.25      |  | 1,024,568.61                |  | 179,927.25                 |  | 1,110,895.41 
|December 31, 2010 |  | 1,110,895.41     |  | 93,600.43       |  | 1,110,895.41                |  | 93,600.43                  |  | 0.00         





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Exhibit C



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE: SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE. ACCORDINGLY, THIS NOTE MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT OR SUCH APPLICABLE STATE LAWS.



TERM NOTE NO. 3



|              |  |                  
|------------- |  | -----------------
|$6,666,666.67 |  | April 10, 2002   
|              | 
|INTEREST RATE |  | MATURITY DATE    
|8.4257%       |  | December 31, 2010



FOR VALUE RECEIVED,
the undersigned, Madison River Telephone Company, L LC, a Delaware limited liability company (the Issuer), promises to pay to the order of The Michael E. Bryant Life Trust, a Georgia irrevocable trust of December 17, 1998 (the
Payee) or the registered permitted assignee thereof, the principal amount of SIX MILLION SIX HUNDRED SIXTY SIX THOUSAND SIX HUNDRED SIXTY SIX AND 67/100 DOLLARS ($6,666,666.67) (or such lesser amount as shall equal the aggregate
unpaid principal amount outstanding under this Term Note) on December 31, 2010 (the Maturity Date). The Issuer shall pay the principal amount of this Term Note (this Note) in installments on the payment dates
(the Payment Dates) and in the amounts set forth in Annex A hereto (as the same may be adjusted from time to time pursuant to Section 1(c) of this Term Note) in accordance with the terms of this Note. The interest on the
unpaid principal amount of this Note outstanding from time to time, from April. 1, 2002 until such amount shall be paid in full, shall be payable annually at a rate per annum equal to 8.4257% (calculated on the basis .of the actual number of days
elapsed over a year of 365/366 days) on the Payment Dates set forth in Annex A hereto as the same may be adjusted from time to time pursuant to Section 1(c) of this Note. All payments of principal and interest in respect of this Note shall be
made to the Payee in lawful money of the United States of America in same day funds to the Payees bank account specified by Payee in writing, for the account of Payee or at such other place as shall be designated in writing by the Payee for
such purpose. Notwithstanding anything to the contrary contained herein, if any date on which a payment under this Note becomes due and payable is not a Business Day (as defined below) then such payment shall not be made on such scheduled date but
shall be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date and if such payment is made on such next succeeding Business Day, no interest shall accrue on the amount of such payment from and
after such scheduled date. Business Day as used herein shall mean a day of the year on which banks are not required or authorized to close in New York, New York and in the State of Georgia.





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1. Prepayment.



(a) In the event either (A) the Issuer consummates any sale occurring after the date hereof of limited
liability company member interests, or any other equity interests convertible into limited liability company member interests, of the Issuer for cash or (B) the Issuer receives after the date hereof a cash capital contribution (but excluding any
equity contributions by Issuers subsidiaries to the Issuer), which in each case under clause (A) or (B) above results in the receipt by the Issuer of at least $20,000,000 in Net Cash Proceeds (as defined below) (a Qualified Equity
Contribution), the Issuer shall give the Payee a written notice of any Qualified Equity Contribution within ten (10) Business Days after its closing. The Payee shall have ten (10) Business Days from the date it receives the Issuers
written notice to decide, by written notice to the Issuer, whether or not to require a mandatory prepayment under this Note as set forth in this Section 1. In the event the Payee fails to notify the Issuer within such ten (10) Business Day period,
the Payee shall be deemed to have elected not to require a mandatory prepayment under this Note. In the event the Payee has elected by written notice to the Issuer within such ten (10) Business Day period to require a mandatory prepayment under this
Note, the Issuer shall make a prepayment in an amount (which may not be a negative number) (the Required Prepayment Amount) equal to (i) 50% of the then outstanding principal amount under this Note minus (ii) the amount of
the principal previously prepaid by the Issuer pursuant to Section 1(b); provided that such deduction under this clause (ii) of the previously prepaid principal shall be permitted only one time for each principal amount so prepaid by the
Issuer pursuant to Section 1(b). The Issuer shall make such prepayment within ten (10) Business Days after the Issuer receives a written notice from the Payee of its election to require a mandatory prepayment as set forth in this Section 1(a). Any
prepayment under this Note by the Issuer in accordance with this Section 1 shall be without premium or penalty but with accrued and unpaid interest to the date of prepayment on the then outstanding amount of principal; provided that the
aggregate amount of prepayment of principal together with the amount of accrued and unpaid interest on the then outstanding amount of principal shall not exceed the Required Prepayment Amount. Net Cash Proceeds as used herein
shall mean the cash proceeds received by the Issuer on account of a Qualified Equity Contribution less underwriting fees, discounts, costs and expenses incurred by the Issuer related to such Qualified Equity Contribution.



(b) The Issuer shall have the right at any time and from
time to time, upon three (3) Business Days prior written notice to the Payee to prepay the indebtedness evidenced by this Note in whole or in part without premium or penalty but with accrued and unpaid interest to the date of prepayment on the
amount prepaid.



(c) Upon any prepayment of
any principal amount under this Note, such prepaid amounts shall be applied against the installment amounts of principal due on the next Payment Dates following such prepayment in direct order of maturity, starting with the first Payment Date
following such prepayment, and Annex A shall. be adjusted as set forth below in this Section 1(c) and reissued by the Issuer to reflect such prepayment. Annex A shall be adjusted as follows: if the aggregate amount of prepaid principal
together with the payment of accrued and unpaid interest to the date of



2



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prepayment (the Prepaid Amount) is (i) equal to the aggregate amount of principal and interest due on the first Payment Date following
such prepayment under Annex A in effect immediately prior to such prepayment (the Total Scheduled Amount), then the Total Scheduled Amount shall be reduced to zero and no payment shall be required on such Payment Date; (ii)
in excess of the Total Scheduled Amount, then (x) the Total Scheduled Amount shall be reduced to zero and no payment shall be required on the first Payment Date following such prepayment, and (y) such excess amount shall reduce the aggregate amounts
of principal and interest due on the following Payment Date and subsequent Payment Dates in direct order of maturity; or (iii) less than the Total Scheduled Amount, then the aggregate amount of principal and interest due on the first Payment Date
following such prepayment shall be the difference between the Total Scheduled Amount and the Prepaid Amount.



2. Representations and Warranties of Issuer. The Issuer represents and warrants to the Payee that, as of the date hereof, (i) the Issuer is duly
organized and validly existing in good standing under the laws of the jurisdiction of its organization, (ii) the Issuer has the limited liability company power and authority to execute, deliver and perform this Note, (iii) the Issuer has taken all
necessary limited liability company action to authorize its execution, delivery, and performance of this Note and no consent, approval, or authorization of, or declaration or filing with, any governmental authority, and no consent of any other
person, is required in connection with the Issuers execution, delivery, and performance of this Note, except for those already duly obtained, (iv) this Note has been duly executed and delivered by the Issuer, and constitutes the legal, valid
and binding obligation of the Issuer, enforceable against it in accordance with its terms, and.(v) Issuers execution, delivery, and performance of this Note does not and will not conflict with, or constitute a violation or breach of, or
constitute a default under, or result in the creation or imposition of any lien upon the property of the Issuer by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, or instrument to which Issuer is a party or which is
binding upon it or its property, or any judgment, law, statute, rule or governmental regulation applicable to Issuer, or the organizational documents of the Issuer.



3. Representations and Warranties of Payee. The Payee represents and warrants to the Issuer that this Note will be
acquired for investment for Payees own account, not as a nominee or agent, and not with a view to the resale or distribution of this Note or any interest herein, and the Payee has no present intention of selling, granting any participation in,
or otherwise distributing the same. The Payee does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any person with respect to this Note or any interest herein. The Payee
acknowledges that any transfer of this Note or any interest herein is subject to the restrictions of Section 12 of this Note.



3



---

4. Events of Default and Remedies. If any one or more of the following events (Events of
Default) shall occur and be continuing:



(a) The Issuer shall fail to pay any amount of principal or interest under this Note within ten (10) Business Days after such amount becomes due and payable under this Note; or



(b) The Issuer shall fail to comply with any other covenant, agreement or condition contained in this Note
within thirty (30) days after receipt of written notice from Payee of such failure stating that the same is an Event of Default; or



(c) Any representation or warranty made by the Issuer to the Payee herein shall be inaccurate or incomplete in any material respect when
made and shall remain untrue or incomplete in any material respect as of the 30th day after the date on which notice of such untrue or incomplete representation or warranty stating that the same is an Event of Default shall have been given by the
Payee to the Issuer; or



(d) The Issuer shall
generally not pay its debts as the same become due, or shall admit in writing its inability to pay such debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against it seeking
to adjudicate it as a bankrupt or an insolvent, or seeking liquidation, winding up, reorganization arrangement, adjustment, protection, relief, or composition of its debts under any law relating to bankruptcy, insolvency or reorganization or relief
of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property; and in the event of any proceeding being instituted against it, such
proceeding shall remain undismissed or unstayed for a period of one hundred twenty (120) days or shall result in the entry of an order for relief, the appointment of a trustee or receiver or other adverse result to it or it shall take any action to
authorized any of the actions set forth above;



then, and in any such event,
the Payee may, by notice to the Issuer, declare all obligations of the Issuer hereunder (all such obligations, including, without limitation, principal and interest, collectively referred to herein as the Obligations) to be
forthwith due and payable in full, whereupon the Obligations shall become and be forthwith due and payable in full, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Issuer. Following
an Event of Default and the acceleration of the maturity date of the Obligations (whether automatically, by declaration or otherwise) and continuing (i) until such Event of Default is fully cured by the Issuer or waived by the Payee (in each case,
in accordance with this Note) or (ii) until the Obligations are paid in full, the Issuer shall pay interest (the Default Interest) on the unpaid principal amount of this Note at a rate per annum equal to 13.4257%a (calculated on
the basis of the actual number of days elapsed over a year of 365/366 days), and the Issuer agrees to pay all reasonable costs (including, without limitation, all reasonable attorneys fees and expenses) incurred by the Payee in connection with
collection of the Obligations and enforcement of Payees rights under this Note, provided that the aggregate amount of such costs shall not exceed $100,000.00; and provided, further, that any claim giving rise to such costs
shall have been successfully adjudicated. Following an Event of Default and the acceleration of the maturity date of the Obligations (whether automatically, by declaration or otherwise), the proceeds of any payment or collection under this Note, and
any other cash received by the Payee in connection with this Note



4



---

shall be applied by the Payee first, to the payment of accrued and unpaid Default Interest; second, to the payment of accrued and unpaid
regular interest at the rate set forth in the first paragraph of this Note; and finally, to the payment of the unpaid principal amount of this Note.



5. Amendments. No amendment or waiver of any provision of this Note, nor consent to any departure by the Issuer therefrom, shall be effective
unless the same shall be in writing and signed by the Payee, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.



6. Waiver of Presentment. The Issuer hereby waives presentment for payment, demand, notice of dishonor, notice of
intent to accelerate and protest of this Note.



7. Governing
Law. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN SUCH STATE, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PRINCIPLES
OR RULES.



8. Consent to Jurisdiction; Waiver of Venue
Objection; Service of Process. WITHOUT LIMITING THE RIGHT OF THE PAYEE TO BRING ANY ACTION OR PROCEEDING AGAINST THE ISSUER OR AGAINST PROPERTY OF THE ISSUER ARISING OUT OF OR RELATING TO THIS NOTE (AN ACTION) IN THE COURTS OF
OTHER JURISDICTIONS, THE ISSUER HEREBY IRREVOCABLY SUBMITS TO AND ACCEPTS THE NONEXCLUSIVE JURISDICTION OF ANY FEDERAL COURT SITTING IN THE STATE OF GEORGIA, AND THE ISSUER HEREBY IRREVOCABLY AGREES THAT ANY ACTION MAY BE HEARD AND DETERMINED IN
SUCH FEDERAL COURT. THE ISSUER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO, ANY DEFENSE OR OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY DEFENSE OR OBJECTION TO VENUE BASED ON THE GROUNDS OF FORUM NONCONVENIENS)
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE MAINTENANCE ANY ACTION IN ANY SUCH JURISDICTION. THE ISSUER HEREBY IRREVOCABLY AGREES THAT THE SUMMONS AND COMPLAINT OR ANY OTHER PROCESS IN ANY ACTION IN ANY JURISDICTION MAY BE SERVED BY MAILING (USING
CERTIFIED OR REGISTERED MAIL, POSTAGE PREPAID) TO THE NOTICE ADDRESS FOR THE ISSUER SPECIFIED BELOW OR BY HAND DELIVERY TO A PERSON OF SUITABLE AGE AND DISCRETION AT SUCH ADDRESS. SUCH SERVICE WILL BE COMPLETE ON THE DATE SUCH PROCESS IS SO MAILED
OR DELIVERED, AND THE ISSUER WILL HAVE THIRTY DAYS FROM SUCH COMPLETION OF SERVICE IN WHICH TO RESPOND IN THE MANNER PROVIDED BY LAW. THE ISSUER MAY ALSO BE SERVED IN ANY OTHER MANNER PERMITTED BY LAW, IN WHICH EVENT THE ISSUERS TIME TO
RESPOND SHALL BE THE TIME PROVIDED BY LAW.



5



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9. Waiver of Jury. TO THE FULLEST EXTENT PERMITTED BY LAW, AND AS SEPARATELY BARGAINED-FOR
CONSIDERATION TO THE PAYEE, THE ISSUER HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY (WHICH THE PAYEE ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THIS NOTE, THE OBLIGATIONS, OR THE PAYEES
CONDUCT IN RESPECT OF ANY OF THE FOREGOING.



10.
Miscellaneous. No failure on the part of the Payee to exercise, and no delay in exercising, any right under this Note shall operate as a waiver thereof; nor shall any partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.



11. Maximum Interest. Notwithstanding the foregoing paragraphs and all other provisions of this Note, none of the terms and provisions of this Note
shall ever be construed to create a contract to pay to the Payee, for the use, forbearance or detention of money, interest in excess of the maximum amount of interest permitted to be charged by the Payee to the Issuer under applicable state or
federal law from time to time in effect, and the Issuer shall never be required to pay interest in excess of such maximum amount. If, for any reason interest is paid hereon in excess of such maximum amount, then promptly upon any determination that
such excess has been paid the Payee will, at its option, either refund such excess to the Issuer or apply such excess to the principal owing hereunder.



12. Restriction on Transfer of Note. THE PAYEE SHALL NOT SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER WHICH CONSENT MAY BE GIVEN ONLY UPON A PRIOR APPROVAL BY THE HOLDERS OF MORE THAN 50% OF THE THEN OUTSTANDING EQUITY INTERESTS IN THE ISSUER EXCLUDING ANY EQUITY INTERESTS HELD DIRECTLY OR INDIRECTLY
BY THE PAYEE, DANIEL M. BRYANT OR G. ALLAN BRYANT, OR ANY OF THEIR RESPECTIVE AFFILIATES.



13. Notices. Any notice required or permitted by this Note shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by a nationally-recognized delivery service (such as
Federal Express or UPS) to the respective address set forth on the signature page hereof, or to such other address as any party may specify in writing from time to time to the other party.



14. Time of the Essence. Time is of the essence with respect to this
Note and in the performance by the Issuer of its Obligations under this Note.



15. Entire Agreement. This Note constitutes the entire agreement of the parties relative to its subject matter, and shall not be waived, modified or supplemented, in whole or in part, except in a writing signed
by the parties. If any provision of this Note is held invalid or unenforceable by any court of competent jurisdiction, the remaining provisions shall continue in full force and effect.



6



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IN WITNESS WHEREOF, the Issuer has executed this Note as of the date first above written.



MADISON RIVER TELEPHONE COMPANY, LLCBy:

/s/ J. Stephen VanderwoudeName:

J. Stephen VanderwoudeTitle:

Chief Executive OfficerNotice Address:Madison River Telephone Company, LLC103 South Fifth StreetMebane, North Carolina 27302Attention: Chief Financial OfficerTelecopier: (919) 563-4993with a copy to:Madison River Telephone Company, LLC103 South Fifth StreetMebane, North Carolina 27302Attention: General CounselTelecopier: (919) 563-4993






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|                                 |  |                                    
|-------------------------------- |  | -----------------------------------
|AGREED AND ACCEPTED:            
|                                
|THE MICHAEL E. BRYANT LIFE TRUST
|                                 | 
|By:                              |  | /s/ Daniel M. Bryant               
|                                 |  | Co-Trustee for Michael to E. Bryant
|                                 | 
|By:                              |  | /s/ G. Allan Bryant                
|                                 |  | Co-Trustee for Michael to E. Bryant
|                                 | 
|By:                              |  | /s/ Thomas J. Ratcliffe Jr.        
|                                 |  | Co-Trustee for Michael to E. Bryant



|                                  
|----------------------------------
|Notice Address:                   
|                                  
|The Michael E. Bryant Life Trust  
|                                  
|c/o Mr. A. Kimbrough Davis        
|Kilpatrick Stockton LLP           
|1100 Peachtree Street             
|Suite 2800                        
|Atlanta, GA 30309-4530            
|                                  
|c/o Thomas J. Ratcliffe, Jr., Esq.
|Ratcliffe, Smith & Grinstead, P.C.
|103 North Main Street             
|P.O. Box 467                      
|Hinesville, GA 31310-3125         
|                                  
|c/o Larry R. Golden, CPA          
|Golden Associates                 
|769 E. Oglethorpe Highway         
|P.O. Box 967                      
|Hinesville, GA 31310-0967         





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ANNEX A



AMORTIZATION SCHEDULE



|                  |  |                  |  |                 |  |                             |  |                            |  |              
|----------------- |  | ---------------- |  | --------------- |  | --------------------------- |  | -------------------------- |  | -------------
|Payment Date      |  | BeginningBalance |  | InterestAccrued |  | Amount ofPayment(Principal) |  | Amount ofPayment(Interest) |  | EndingBalance
|April 1, 2002     |  | 0.00             |  | 0.00            |  | 0.00                        |  | 0.00                       |  | 6,666,666.67 
|December 31, 2002 |  | 6,666,666.67     |  | 421,668.46      |  | 0.00                        |  | 0.00                       |  | 7,088,335.13 
|December 31, 2003 |  | 7,088,335.13     |  | 597,240.05      |  | 607,255.81                  |  | 597,240.05                 |  | 6,481,079.32 
|December 31, 2004 |  | 6,481,079.32     |  | 546,074.65      |  | 658,421.20                  |  | 546,074.65                 |  | 5,822,658.12 
|December 31, 2005 |  | 5,822,658.12     |  | 490,598.22      |  | 713,897.63                  |  | 490,598.22                 |  | 5,108,760.48 
|December 31, 2006 |  | 5,108,760.48     |  | 430,447.53      |  | 774,048.32                  |  | 430,447.53                 |  | 4,334,712.16 
|December 31, 2007 |  | 4,334,712.16     |  | 365,228.74      |  | 839,264.11                  |  | 365,228.74                 |  | 3,495,445.05 
|December 31, 2008 |  | 3,495,445.05     |  | 294,514.82      |  | 1,359,981.03                |  | 294,514.82                 |  | 2,135,464.02 
|December 31, 2009 |  | 2,135,464.02     |  | 179,927.25      |  | 1,024,568.61                |  | 179,927.25                 |  | 1,110,895.41 
|December 31, 2010 |  | 1,110,895.41     |  | 93,600.43       |  | 1,110,895.41                |  | 93,600.43                  |  | 0.00         





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Exhibit D





JOINDER



This is a JOINDER (this Joinder) dated as of April 10, 2002 to (i) the Amended and Restated Limited Liability
Company Agreement, as amended, of Madison River Telephone Company, LLC (MRTC), by and among the original members thereto and each person subsequently admitted as a member of MRTC (the MRTC Operating Agreement), (ii) the
Securityholders Agreement, made as of April 24, 1997, between MRTC and each of the securityholders from time to time a party thereto (the Securityholders Agreement), and (iii) the Registration Rights Agreement, made as of
April 24, 1997, between MRTC and each of the persons from time to time a party thereto (the Registration Rights Agreement) by and among MRTC, Daniel M. Bryant (D. Bryant), G. Allan Bryant (G. Bryant) and The
Michael E. Bryant Life Trust (the Trust, and together with D. Bryant and G. Bryant the Bryant Shareholders). Capitalized terms used but not defined herein shall have the meanings set forth in the MRTC Operating Agreement.



WHEREAS, the Bryant Shareholders have entered into that
certain Exchange Agreement, dated as of April 5, 2002, pursuant to which, concurrently with the execution of this Joinder, the Bryant Shareholders each transferred (i) all of his/its Series B Stock and 40 shares each of his/its Series A Stock of
Coastal Communications, Inc. (CCI) to MRTC for (x) those certain Term Note Nos. 1, 2 and 3 issued by MRTC (collectively, the Term Notes), each in the principal amount of $6,666,666.67 and (y) 18 million Class A Member Units
in MRTC issued at $1 per unit and (ii) 10 shares of Series A Stock to CCI for $333,333.33 each;



WHEREAS, in connection with the issuance of the 6 million Class A Member Units in MRTC to each of the Bryant Shareholders, each of the Bryant Shareholders
desires to become a member of MRTC, with all of the rights and obligations provided in the MRTC Operating Agreement, and a patty to the Securityholders Agreement and the Registration Rights Agreement with, in each case, all of the rights and
obligations provided thereunder;



WHEREAS, the Board of Member
Representatives (the Board) of MRTC has approved the admission of the Bryant Shareholders as Additional Members (as defined in the MRTC Operating Agreement) with Required Board Approval (as defined in the MRTC Operating Agreement) and
has acknowledged that the conditions of Section 10.2 of the MRTC Operating Agreement have been satisfied;



WHEREAS, the Board has approved the admission of the Bryant Shareholders as parties to the Securityholders Agreement and the Registration Rights
Agreement with Required Board Approval; and



WHEREAS, each of
the Bryant Shareholders agrees to become a party to the MRTC Operating Agreement, the Securityholders Agreement and the Registration Rights Agreement in accordance with the terms hereof.





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NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:



1. Agreement to be Bound. Upon execution of this Joinder:



(a) each of the Bryant Shareholders shall become a party to the MRTC Operating Agreement and shall be fully hound by, and subject to,
all of the covenants, terms and conditions of the MRTC Operating Agreement (including, without limitation, the power of attorney granted in Section 14.1 of the MRTC Operating Agreement) as though an original party thereto and as an Additional Member
thereunder; provided, however, that none of the Bryant Shareholders shall be required to make contributions to the capital of MRTC pursuant to Section 3.1 (b) of the MRTC Operating Agreement or, consequently, have the right, pursuant to Section 14.2
of the MRTC Operating Agreement, to purchase a Defaulting Unitholders Units; and further provided, that each of the Bryant Shareholders shall be deemed to have contributed $6 million in cash for Class A units issued pursuant to
the Exchange Agreement for purposes of determining distributions and IRRs under Section 4.1 of the MRTC Operating Agreement; and



(b) each of the Bryant Shareholders shall become a party to the Securityholders Agreement and shall be fully bound by, and subject
to, all of the covenants, terms and conditions of the Securityholders Agreement (including, without limitation, being deemed to have made the representations and warranties set forth in Section 10 of the Securityholders Agreement) as an
additional party thereto and as a holder of Class A Securityholder Units thereunder. In addition, each of the Bryant Shareholders shall be treated the same as a Preemptive Rights Member pursuant to Section 6 of the Securityholders Agreement
provided that they shall not be entitled to exercise such rights if each of the Preemptive Rights Members waives, or fails to exercise, its rights to purchase Units pursuant thereto; and



(c) each of the Bryant Shareholders shall become a patty to the Registration Rights Agreement and shall be
fully bound by, and subject to, all of the covenants, terms and conditions of the Registration Rights Agreement as an Additional Party thereto.



2. Board Observation Rights. Subject to the application of the limitations set forth in Section 5.5(d) of the MRTC Operating Agreement, the Bryant
Shareholders shall be entitled to send two representatives, who shall be reasonably acceptable to MRTC, to observe meetings of the Board of MRTC; providedthat the representatives will not have any right to vote at the meeting;
provided further that the representatives shall be bound by all confidentiality duties that apply to directors at such meetings, including, without limitation, the confidentiality provisions in Section 6.6(b) of the MRTC Operating
Agreement.



2



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3. Amendment to Securityholders Agreement. MRTC hereby represents and warrants that:



(a) a new third sentence of Section 7(a) of the
Securityholders Agreement has been added as follows:



Further,
if the Institutional Investor providing written notice pursuant to the first sentence of this Section 7(a) is the MDCP Group or the Goldman Group, then, within thirty days after the receipt of such written notice, each Bryant Shareholder may, by
delivering written notice to the Board and all other Securityholders, cause the Company to Purchase on the Put Date each Class A Securityholder Unit owned by such Bryant Shareholder at the Put Price.



(b) the definition of Bryant Shareholders has been added to
Section 8 of the Securityholders Agreement as follows:



Bryant Shareholders means Daniel M. Bryant, G. Allan Bryant and The Michael E. Bryant Life Trust, collectively as a group.



4. Assignment. This Joinder and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but except as otherwise provided for or permitted herein neither this Joinder nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written
consent of the other party.



5. Governing Law. This
Joinder and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law doctrine.



6. Counterparts. This Joinder may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.



3



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IN WITNESS WHEREOF, MRTC and the Bryant Shareholders have executed this Joinder effective as of the date
and year first above written.



MADISON RIVER TELEPHONE COMPANY, LLC


By:

/s/ J. Stephen Vanderwoude


Name:

J. Stephen VanderwoudeTitle:

CEO/s/ Daniel M. Bryant/s/ G. Allan Bryant


THE MICHAEL E. BRYANT LIFE TRUSTBy:

Daniel M. BryantCo-Trustee for Michael E. BryantBy:

G. Allan BryantCo-Trustee for Michael E. BryantBy:

Thomas J. Ratcliffe Jr.Co-Trustee for Michael E. Bryant




4



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Exhibit E





AMENDMENT NO. 1 TO

SHAREHOLDERS AGREEMENT

COASTAL
COMMUNICATIONS, INC.



THIS AMENDMENT NO. 1 TO SHAREHOLDERS
AGREEMENT (this Amendment) entered into effective this 10th day of April, 2002, by and among Coastal Communications, Inc., a Delaware corporation (the Company), and the persons indicated on Exhibit A hereto
(individually a Shareholder) and collectively the Shareholders). Capitalized terms used but not defined herein shall have the meanings set forth in the Shareholders Agreement (as defined below).



RECITALS



WHEREAS, the Company and the Shareholders, other than Madison River Telephone Company, LLC (MRTC), have
entered into that certain Shareholders Agreement, dated as of March 30, 2000 (the Shareholders Agreement);



WHEREAS, the Shareholders (other than Madison River LTD Funding Corp.) have entered into that certain Exchange Agreement, dated as of April 5, 2002,
pursuant to which, concurrently with the execution of this Amendment, Daniel M. Bryant (D. Bryant), G. Allan Bryant (G. Bryant) and The Michael E. Bryant Life Trust (the Trust, and together
with D. Bryant and G. Bryant, the Bryant Shareholders) each transferred (i) all of his/its Series B Stock and 40 shares each of his/its Series A Stock to MRTC for (x) those certain Term Note Nos. 1, 2 and 3 issued by MRTC, each in
the principal amount of $6,666,666.67 and (y) 18 million Class A Member Units in MRTC issued at $1 per unit and (ii) 10 shares of Series A Stock to CCI for $333,333.33 each;



WHEREAS, the Shareholders and the Company wish to amend the Shareholders Agreement;



NOW, THEREFORE, in consideration of the premises, the mutual promises of the
parties hereto and the mutual benefits to be gained by the performance thereof, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, for its successors and permitted assigns, and the
Shareholders, for themselves, their heirs, personal representatives and permitted assigns, hereby agree as follows:



1. Exhibit A to the Shareholders Agreement is hereby amended and restated in its entirety as set forth on Exhibit A to this Amendment to reflect the
issued and outstanding shares of Stock owned by the Shareholders as of the date of this Amendment.



2. Section 1.23 of the Shareholders Agreement is amended and restated in its entirety as follows:



1.23 [Reserved]





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3. Section 3.06 of the Shareholders Agreement is amended and restated in its entirety as follows:



3.06 Series A Call Right. The Company
may at any time require the Bryant Shareholders to sell their Series A Stock to the Company, in whole or in part, in redemption of such Series A Stock (a Series A Call Right) by the Companys making payment to the Bryant
Shareholders in the amount of $33,333.33 per share of Series A Stock so redeemed. A Series A Call Right shall be exercised by the Companys giving written notice thereof to the Bryant Shareholders in accordance with the provisions of Section
6.02 and by making payment for such Series A Stock within 10 days of providing such notice.



4. Section 3.07 of the Shareholders Agreement is hereby amended and restated in its entirety as follows:



3.07 Series A Put Right.



(a) The Bryant Shareholders may require the Company to purchase their Series A Stock in accordance with the schedule set forth on Exhibit C (each, a
Series A Put Right). A Series A Put Right shall be exercised by the Bryant Shareholders giving written notice thereof to the Company, with a copy to the Series C Shareholder, in accordance with the provisions of Section 6.02. Upon
the exercise of a Series A Put Right, the Company shall redeem the applicable Series A Stock by making payment to the Bryant Shareholders in the amount of $33,333.33 per share of Series A Stock so redeemed within 10 days of receiving the written
notice in connection therewith.



(b) A Series A Put Right may
be exercised during a valid exercise period set forth in Exhibit C only by the majority consent of the Bryant Shareholders, and the exercise of a Series A Put Right under this Section 3.07(b) shall be binding on all Bryant Shareholders and permitted
transferees under Section 3.01 of the Shareholders Agreement.



5. Section 3.08 of the Shareholders Agreement is hereby amended and restated in its entirety as follows:



3.08 [Reserved]



6. Section 6.17 of the Shareholders Agreement is hereby amended and restated in its entirety as follows:



6.17 [Reserved]



2



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7. Exhibit B of the Shareholders Agreement is hereby deleted in its entirety.



8. This Amendment shall be subject to and shall be governed by and construed
in accordance with the laws of the State of Delaware, without giving effect to the principles of conflicts of law thereof.



9. This Amendment may be executed in counterparts, each of which shall be deemed an original hereof but all of which together constitute one and the same
instrument.



10. Except as expressly set forth herein, the
Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Shareholders Agreement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect.



[The next
page is the signature page.]



3



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IN WITNESS WHEREOF, the Company and the Shareholders have executed this Amendment effective as of the
date and year first above written.



COMPANY:COASTAL COMMUNICATIONS, INC.By:

/s/ J. Stephen VanderwoudeName:

J. Stephen VanderwoudeTitle:

CEOSHAREHOLDERS:MADISON RIVER LTD FUNDING CORPBy:

/s/ J. Stephen VanderwoudeName:

J. Stephen VanderwoudeTitle:

CEOMADISON RIVER TELEPHONE COMPANY, LLCBy:

/s/ J. Stephen VanderwoudeName:

J. Stephen VanderwoudeTitle:

CEO/s/ Daniel M. Bryant

(SEAL)Daniel M. Bryant/s/ G. Allan BryantG. Allan BryantTHE MICHAEL E. BRYANT LIFE TRUSTBy:

/s/ Daniel M. BryantCo-Trustee for Michael E. Bryant




4



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By:

/s/ G. Allan Bryant, Co-Trustee for M. E. B.Co-Trustee for Michael E. BryantBy:

Thomas J. Ratcliffe, Jr.Co-Trustee for Michael E. Bryant




5



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Exhibit A



SHAREHOLDERS AGREEMENT



ISSUED AND OUTSTANDING CAPITAL STOCK



AS OF



April 10, 2002



|                                     |  |                                                                     |  |                      |  |                 
|------------------------------------ |  | ------------------------------------------------------------------- |  | -------------------- |  | ----------------
|Name of Shareholder                  |  | Address                                                             |  | Number of Shares     |  | Series of Stock 
|Daniel M. Bryant                     |  | P.O. Box 280 Hinesville, Georgia 31310                              |  | 50 Shares            |  | Series A        
|                                     |  |                                                                     | 
|G. Allan Bryant                      |  | P.O. Box 899 Allenhurst, Georgia 31301                              |  | 50 Shares            |  | Series A        
|                                     |  |                                                                     | 
|The Michael E. Bryant Life Trust     |  | C/o Thomas J. Ratcliffe, Jr. P.O. Box 469 Hinesville, Georgia 31310 |  | 50 Shares            |  | Series A        
|                                     |  |                                                                     | 
|Madison River Capital, LLC           |  | 103 South Fifth Street Mebane, NC 27302                             |  | 2,700 Shares         |  | Series C        
|                                     |  |                                                                     | 
|Madison River Telephone Company, LLC |  | 103 South Fifth Street Mebane, NC 27302                             |  | 120 Shares300 Shares |  | Series ASeries B
|                                     |  |                                                                     | 
|Coastal Communications, Inc.         |  | 103 South Fifth Street Mebane, NC 27302                             |  | 30 SharesRedeemed    |  | Series A        





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Exhibit C



SERIES A PUT RIGHT SCHEDULE



|                                 |  |                                   
|-------------------------------- |  | ----------------------------------
|Name of Shareholder              |  | Number of Shares of Series A Stock
|Daniel M. Bryant                 |  | 10 shares - May 31, 2003          
|                                 |  | 10 shares - June 30, 2004         
|                                 |  | 10 shares - July 31, 2005         
|                                 |  | 10 shares - August 31, 2006       
|                                 |  | 10 shares - September 30, 2007    
|G. Allan Bryant                  |  | 10 shares - May 31, 2003          
|                                 |  | 10 shares - June 30, 2004         
|                                 |  | 10 shares - July 31, 2005         
|                                 |  | 10 shares - August 31, 2006       
|                                 |  | 10 shares - September 30, 2007    
|The Michael E. Bryant Life Trust |  | 10 shares - May 31, 2003          
|                                 |  | 10 shares - June 30, 2004         
|                                 |  | 10 shares - July 3 1, 2005        
|                                 |  | 10 shares - August 31, 2006       
|                                 |  | 10 shares - September 30, 2007