Exhibit 10.1


    

    

    

    
      PURCHASE AGREEMENT
    

    
      This PURCHASE AGREEMENT (this “Agreement”), dated as of
      November 2, 2009, is by and among Global Telecom & Technology Americas,
      Inc., a Virginia corporation (the “Purchaser”); GTT-EMEA,
      Limited., a company organized under the laws of the United Kingdom (“Purchaser
      Europe”); WBS Connect, L.L.C., a Colorado limited liability company
      (“WBS LLC”); TEK Channel Consulting, LLC, a Colorado
      limited liability company (“TEK Channel”); WBS Connect
      Europe Ltd., a company formed under the laws of Ireland (“WBS
      Europe” and, together with WBS LLC and TEK Channel, the “Companies”);
      Scott Charter, an individual (“Charter”); and Michael
      Hollander, an individual (“Hollander” and, together with
      Charter, the “Sellers”).
    

    
      R E C I T A L S:
    

    
      A.                 The Sellers collectively own, beneficially and of
      record, all of the issued and outstanding Equity Interests in WBS
      LLC and TEK Channel, and WBS LLC owns, beneficially and of record, all
      of the issued and outstanding Equity Interests in WBS Europe (all of
      such Equity Interests in WBS LLC, TEK Channel and WBS Europe,
      collectively, the “Purchased Equity Interests”).
    

    
      B.                 The Companies are engaged in the business of
      providing high bandwidth Internet Protocol (IP)-based and data transport
      services to providers and end-users in North America, Europe and
      Southeast Asia (the “Business”).
    

    
      C.                 The parties would like to enter into a transaction in
      which: (i) Purchaser Europe purchases from WBS LLC all of its Purchased
      Equity Interests in WBS Europe, and WBS LLC sells such Purchased Equity
      Interests to Purchaser Europe; and (ii) immediately after consummation
      of the purchase and sale referred to in clause (i) of this Recital
      C, the Purchaser purchases from the Sellers all of their respective
      Purchased Equity Interests in WBS LLC and TEK Channel, and the Sellers
      sell such Purchased Equity Interests to the Purchaser, in each case upon
      the terms and subject to the conditions set forth in this Agreement.
    

    
      D.                 Capitalized terms used herein are defined in Article IX.
    

    
      A G R E E M E N T:
    

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

    
      ARTICLE I
    

    
      PURCHASE AND SALE
    

    
      1.1       The Purchase.  Upon
      the terms and subject to the conditions set forth in this Agreement, at
      the Closing:
    

    
      (a)                Purchaser Europe hereby agrees to purchase from WBS
      LLC all of the Purchased Equity Interests in WBS Europe owned by WBS
      LLC, and WBS LLC hereby agrees to sell to Purchaser Europe all of such
      Purchased Equity Interests, free and clear of all Liens, for aggregate
      consideration consisting of one hundred forty-six thousand dollars
      ($146,000) in cash (the “Cash Europe Transaction
      Consideration”); and
    

    
      (b)                the Purchaser hereby agrees to purchase from each
      Seller all of the Purchased Equity Interests in each of WBS LLC and TEK
      Channel owned by such Seller, and each Seller hereby agrees to sell to
      the Purchaser all of such Purchased Equity Interests, free and clear of
      all Liens, for consideration (the “U.S. Transaction
      Consideration” and, together with the Cash Europe Transaction
      Consideration, the “Transaction Consideration”) consisting
      of:
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    

    

    
      (i)                             payment to the Sellers of the amount of
      cash equal to the sum of: (1) one million six hundred fifty-four
      thousand dollars ($1,654,000) (the “Base U.S. Cash Transaction
      Consideration”); and (2) the amount necessary to fully satisfy and
      pay off the SVB Debt as of the Closing (as provided in Section 1.3(b)),
      allocated between the Sellers as set forth on Schedule A,
      subject to adjustment pursuant to Section 1.6(a) (the “Cash
      U.S. Transaction Consideration”);
    

    
      (ii)                            issuance to the Sellers of an aggregate
      of five hundred thousand eight hundred seventy (500,870) shares
      of Purchaser Parent Common Stock, allocated between the Sellers as set
      forth on Schedule A hereto and consisting of the Initial
      Installment Shares, the Second Installment Shares and the Third
      Installment Shares (the “Stock U.S. Transaction Consideration”);
      and
    

    
      (iii)                           issuance to the Sellers of promissory
      notes, in aggregate initial principal amount of seven hundred fifty
      thousand dollars ($750,000), allocated between the Sellers as set forth
      on Schedule A, in the respective forms attached hereto as Exhibits A-1
      and A-2 (the “Notes U.S. Transaction Consideration”).
    

    
      (b)       The Stock U.S. Transaction Consideration and Notes U.S.
      Transaction Consideration will each be subject to cancellation in
      connection with: (i) satisfaction of any Downward Post-Closing NWC
      Adjustment Amount as provided in Section 1.6(c); or (ii)
      satisfaction of any indemnification claims as provided in Section
      7.6(a).
    

    
      1.2       Closing.  
    

    
      (a)                The closing of the purchase and sale of the Purchased
      Equity Interests hereunder (the “Closing”) will take place:
      (i) at the offices of Kelley Drye & Warren LLP, located at 3050 K
      Street, N.W., Suite 400, Washington, D.C. 20007; (ii) at 10:00 a.m.
      (eastern time) on the fifth (5th) Business Day after the date
      on which the last to be satisfied or waived of the conditions set forth
      in Article VI (other than conditions which, by their nature,
      are to be satisfied at the Closing, but subject to the waiver or
      satisfaction of those conditions) has been satisfied or waived in
      accordance with this Agreement; or (iii) at such other place, time and
      date as the Purchaser, Purchaser Europe and the Sellers shall mutually
      agree in writing.  The “Closing Date” shall be
      the date upon which the Closing occurs.
    

    
      (b)                The purchase and sale of the Purchased Equity
      Interests in WBS Europe described in Section 1.1(a) will occur
      immediately prior to the purchase and sale of the Purchased Equity
      Interests in WBS LLC and TEK Channel described in Section 1.1(b).
    

    
      1.3       Payment of Cash
      Transaction Consideration.  Subject to the terms and conditions of
      this Agreement, at the Closing:
    

    
      (a)                          the Cash Europe Transaction Consideration
      shall be paid by Purchaser Europe to WBS LLC, by wire transfer of
      immediately available funds to WBS LLC’s account, and an amount of cash
      equal to the Cash Europe Transaction Consideration shall immediately
      thereafter (and prior to the purchase and sale of the Purchased Equity
      Interests in WBS LLC described in Section 1.1(b)) be distributed
      by WBS LLC to the Sellers; and
    

    
      (b)                          the Cash U.S. Transaction Consideration (as
      adjusted pursuant to Section 1.6(a)) shall be paid by the
      Purchaser, by wire transfer of immediately available funds, as follows:
    

    

    

    
      
        

        

      

      
        
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      (i)                             to One Step, on behalf of WBS LLC, WBS
      Inc. and TEK Channel, seven hundred fifty thousand dollars ($750,000),
      in satisfaction of the One Step Debt, pursuant to the One Step Release
      Agreement;
    

    
      (ii)                            to SVB, on behalf of WBS LLC, WBS Inc.
      and TEK Channel, such amount as is necessary to fully satisfy and pay
      off the SVB Debt as of the Closing;
    

    
      (iii)                           to Burns Figa & Will, P.C., legal
      counsel to the Companies, on behalf of the Companies, any amount in
      excess of twenty-five thousand dollars ($25,000) necessary to satisfy in
      full all outstanding legal fees and expenses incurred by the Companies
      and the Sellers in connection with the transactions contemplated by this
      Agreement; and
    

    
      (iv)                            the balance to the Sellers.
    

    
      In order to facilitate the payments contemplated by this Section
      1.3(b), the Sellers will deliver the Closing Memorandum to the
      Purchaser not more than five (5) Business Days or less than three (3)
      Business Days prior to the Closing.
    

    
      1.4       Delivery of Stock U.S.
      Transaction Consideration.  Subject to the terms and conditions of
      this Agreement and cancellation in connection with: (x) satisfaction of
      any Downward Post-Closing NWC Adjustment Amount as provided in Section
      1.6(c); or (y) satisfaction of any indemnification claims as
      provided in Section 7.6, the Purchaser shall:
    

    
      (a)       on the six (6) month anniversary of the Closing Date, deliver
      the Initial Installment Shares to the Sellers (allocated between the
      Sellers as set forth on Schedule A);
    

    
      (b)       on the twelve (12) month anniversary of the Closing Date,
      deliver the Second Installment Shares to the Sellers (allocated between
      the Sellers as set forth on Schedule A); and  
    

    
      (c)       on the eighteen (18) month anniversary of the Closing Date,
      deliver the Third Installment Shares to the Sellers (allocated between
      the Sellers as set forth on Schedule A).
    

    
      The Purchaser shall, upon each delivery of Initial Installment Shares,
      Second Installment Shares or Third Installment Shares, deliver to each
      Seller the stock certificate for the applicable shares.  For the
      avoidance of doubt, the right to receive Initial Installment Shares,
      Second Installment Shares and Third Installment Shares may be cancelled
      at any time prior to their delivery and the Initial Installment Shares,
      Second Installment Shares and Third Installment Shares may be cancelled
      at any time after their delivery, in each case as provided in this
      Agreement.
    

    
      1.5       Closing Deliveries.
    

    
      (a)                          Seller
      Closing Deliveries.  Subject to the terms and conditions of this
      Agreement, at and in connection with the Closing:
    

    
      (i)                                    WBS LLC shall assign and transfer
      to Purchaser Europe all of its right, title and interest in and to its
      Purchased Equity Interests in WBS Europe by delivering to Purchaser
      Europe the certificate representing such Purchased Equity Interests,
      duly endorsed in blank or accompanied by a duly executed stock power
      endorsed in blank;
    

    
      (ii)                                   the Sellers shall each assign and
      transfer to the Purchaser all of their respective right, title and
      interest in and to their respective Purchased Equity Interests in WBS
      LLC and TEK Channel, by delivering to the Purchaser such instruments of
      transfer as are satisfactory to the Purchaser, duly executed by the
      applicable Seller;
    

    

    

    
      
        

        

      

      
        
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      (iii)                                  the Sellers shall each deliver to
      the Purchaser and Purchaser Europe a Consent of Spouse, each in the form
      attached hereto as Exhibit B (each, a “Consent of Spouse”),
      duly executed by the spouse of such Seller;
    

    
      (iv)                                   the Sellers shall deliver to the
      Purchaser and Purchaser Europe a written resignation of each director
      (or person performing a similar function) of each of the Companies, in
      each case effective as of the Closing;
    

    
      (v)                                    the Sellers shall deliver to the
      Purchaser and Purchaser Europe a termination and release agreement, in
      form satisfactory to the Purchaser (the “One Step Release
      Agreement”), duly executed by One Step, Charles Gucker and
      Christopher Zydel;
    

    
      (vi)                                   the Sellers shall deliver to the
      Purchaser and Purchaser Europe a receipt and release agreement
      concerning the SVB Debt, in form satisfactory to the Purchaser, along
      with evidence satisfactory to the Purchaser of the release of any
      Encumbrances on any of the Companies, any of their respective assets, or
      any of the Purchased Equity Interests relating to the SVB Debt;
    

    
      (vii)                                  the Sellers shall each deliver to
      the Purchaser and Purchaser Europe an IRS Form W-9, completed and duly
      executed by such Seller;
    

    
      (viii)                                 the Sellers shall deliver to the
      Purchaser and Purchaser Europe termination and release agreements, in
      form satisfactory to the Purchaser (the “Employee Options
      Release Agreements”), duly executed by each holder of options under
      the WBS LLC Stock Option Plan;
    

    
      (ix)                                   the Sellers shall deliver to the
      Purchaser and Purchaser Europe: (A) with respect to each of the
      Companies Employees offered employment with the Purchaser as described
      in Section 5.6(a), an Offer Letter, duly executed by such
      Companies Employee; and (B) with respect to each of the Companies
      Employees whose employment is to be terminated as described in Section
      5.6(a), a Separation Agreement, duly executed by such Companies
      Employee;
    

    
      (x)                                    the Sellers shall deliver to the
      Purchaser and Purchaser Europe employment agreements, each in a form
      identical to the existing employment agreements between WBS LLC and each
      of Greg Sadler, Chad Jensen and Jake Cummins except that the Purchaser
      will replace WBS LLC as the employer;
    

    
      (xi)                                   the Sellers shall deliver to the
      Purchaser and Purchaser Europe an invoice and release letter, in a form
      satisfactory to the Purchaser, from Burns Figa & Will, P.C., legal
      counsel to the Companies and the Sellers, concerning the fees and
      expenses of the Companies and the Sellers as of the Closing Date;
    

    
      (xii)                                  the Sellers shall deliver to the
      Purchaser and Purchaser Europe the seal, minute book and Equity Interest
      transfer records of each of the Companies, and deliver all original
      entity records and documents of each of the Companies not then in
      possession of the Companies but in the possession or control of the
      Sellers;
    

    
      (xiii)                                 the Sellers shall deliver to the
      Purchaser and Purchaser Europe a certificate, dated as of the Closing
      Date, duly executed by the Sellers, relating to the satisfaction of the
      Closing conditions set forth in Sections 6.1(a) and (b)
      (the “Seller Closing Certificate”);
    

    
      (xiv)                                  the Sellers shall deliver to the
      Purchaser and Purchaser Europe a secretary’s certificate, dated as of
      the Closing Date, duly executed by the Secretary of each of the
      Companies, relating to: (A) the incumbent officers of each of the
      Companies; (B) resolutions of the board of directors (or persons
      performing a similar function) of each of the Companies approving the
      transactions contemplated by this Agreement; (C) copies of the
      Organizational Documents of each of the Companies, each certified by the
      appropriate Governmental Authority as of a date as near as reasonably
      practicable to the Closing Date; and (D) a good standing certificate for
      each of the Companies for its jurisdiction of organization and each
      foreign jurisdiction in which it is qualified, each dated as of a date
      as near as reasonably practicable to the Closing Date;
    

    

    

    
      
        

        

      

      
        
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      (xv)                                   the Sellers shall deliver to the
      Purchaser an affidavit of each of the Sellers, and shall deliver to
      Purchaser Europe an affidavit of WBS LLC, dated as of the Closing Date
      and duly executed by the applicable Seller (in the case of the affidavit
      of such Seller) and by either Seller (in the case of the affidavit of
      WBS LLC), certifying that such Seller is not a “foreign person” within
      the meaning of Code section 1445, in substantially the form set forth in
      Treasury Regulation section 1.1445-2(b)(2)(iv)(A) (as to each Seller) or
      Treasury Regulation section 1.445-2(b)(2)(iv)(B) (as to WBS LLC); and
    

    
      (xvi)                                  the Sellers shall deliver to the
      Purchaser and Purchaser Europe such other documents or instruments, in
      form and substance reasonably acceptable to the Purchaser and Purchaser
      Europe, as the Purchaser and Purchaser Europe may deem reasonably
      necessary or as may be required to consummate the transactions
      contemplated hereby.
    

    
      (b)                          Purchaser
      and Purchaser Europe Closing Deliveries.  Subject to the terms and
      conditions of this Agreement, at and in connection with the Closing:
    

    
      (i)                                    Purchaser Europe shall make the
      payment of the Cash Europe Transaction Consideration to WBS LLC pursuant
      to Section 1.3(a);
    

    
      (ii)                                   the Purchaser shall make the
      payments of the Cash U.S. Transaction Consideration to the applicable
      recipients pursuant to Section 1.3(b);
    

    
      (iii)                                  the Purchaser shall deliver to
      each of the Sellers: (A) a promissory note constituting such Seller’s
      Notes U.S. Transaction Consideration, and (B) a guarantee by Purchaser
      Parent of the Purchaser’s obligations under such promissory note, in the
      form attached hereto as Exhibit C, executed by Purchaser Parent;
    

    
      (iv)                                   the Purchaser shall deliver to
      the Sellers, at least ten (10) days prior to the Closing, the Employee
      Offer Letters, each duly executed by the Purchaser; and
    

    
      (v)                                    the Purchaser shall deliver to
      the Sellers an officer’s certificate, dated as of the Closing Date, duly
      executed by an authorized officer of the Purchaser, relating to the
      satisfaction of the Closing conditions set forth in Sections 6.2(a)
      and (b) (the “Purchaser Closing Certificate”).
    

    
      1.6       NWC Adjustments.
    

    
      (a)                          NWC
      Adjustment at Closing.  The Sellers shall prepare in consultation
      with the Purchaser, and deliver to the Purchaser, not more than seven
      (7) Business Days nor less than three (3) Business Days prior to the
      Closing Date, a statement (the “Preliminary NWC Statement”)
      setting forth their good faith estimated calculation of the NWC as of
      the Closing, which shall be prepared in accordance with GAAP and include
      reasonable support for the calculations made therein.  The Cash U.S.
      Transaction Consideration paid at the Closing pursuant to Section 1.3
      shall be reduced, on a dollar for dollar basis (the “Closing
      NWC Adjustment”), to the extent (if any) that the NWC set forth on
      the Preliminary NWC Statement (the “Estimated NWC”) is
      less than negative seven million one hundred thousand
      dollars (-$7,100,000) (the “Target NWC”).
    

    

    

    
      
        

        

      

      
        
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      (b)                          Post-Closing
      NWC Statement.  Within ninety (90) days after the Closing Date, the
      Purchaser shall prepare and deliver to the Sellers a statement (the “Post-Closing
      NWC Statement”) setting forth their calculation of the NWC as of the
      Closing, which shall be prepared in accordance with GAAP and include
      reasonable support for the calculations made therein.  If the Sellers
      disagree with the Post-Closing NWC Statement, the Sellers may, within
      ten (10) Business Days after its delivery, provide written notice
      thereof to the Purchaser (the “NWC Dispute Notice”),
      which shall provide reasonable detail concerning each item that they
      dispute on the Post-Closing NWC Statement and include reasonable support
      for each such position; provided, however, that the only bases
      for dispute shall be: (i) non-compliance with GAAP; and (ii)
      computational errors.  During such ten (10) Business Day period and any
      subsequent time period in which the Post-Closing NWC Statement is being
      disputed as provided in this Section 1.6(b), the Purchaser shall
      provide the Sellers and their representatives with reasonable access,
      upon reasonable notice and during times mutually and reasonably
      agreeable to the Purchaser, on the one hand, and the Sellers, on the
      other hand, to the books, records and working papers of the Companies
      related to the calculations underlying the Post-Closing NWC Statement.
      Unless the Sellers deliver an NWC Dispute Notice within ten (10)
      Business Days after delivery of the Post-Closing NWC Statement, such
      Post-Closing NWC Statement shall be conclusively deemed the “Final
      Post-Closing NWC Statement” and shall be final and binding upon all
      parties.  Any items or calculations not disputed by the Sellers in the
      NWC Dispute Notice shall be conclusively deemed to have been agreed upon
      by the Sellers and shall be final and binding upon all parties.  For a
      period of fifteen (15) Business Days after receipt by the Purchaser of
      the NWC Dispute Notice, the Purchaser and the Sellers shall use good
      faith commercially reasonable efforts to resolve the disputed items on
      the NWC Dispute Notice between themselves and, if they are able to
      resolve all of such disputed items during such time period, the
      Post-Closing NWC Statement shall be revised to the extent necessary to
      reflect such resolution, shall be conclusively deemed the “Final
      Post-Closing NWC Statement”, and shall be final and binding upon all
      parties.  If the Purchaser and the Sellers are unable to resolve all of
      the disputed items on the NWC Dispute Notice within such fifteen (15)
      Business Day period, they shall jointly engage a nationally-recognized
      accounting firm reasonably acceptable to the Purchaser, on the one hand,
      and the Sellers, on the other hand, with no prior relationship with any
      of the parties or any of their respective Affiliates (the “Independent
      Accountants”) and submit the disputed items to the Independent
      Accountants for resolution.  The Independent Accountants shall act as
      experts and not arbiters and shall determine only those items on the
      Post-Closing NWC Statement being disputed by the Purchaser and the
      Sellers as of the time of engagement of the Independent
      Accountants.  The Purchaser and the Sellers shall instruct the
      Independent Accountants to not assign a dollar amount to any item in
      dispute greater than the greatest dollar amount for such item assigned
      by the Purchaser, on the one hand, or the Sellers, on the other hand (as
      applicable), or less than the dollar amount for such item assigned by
      the Purchaser, on the one hand, or the Sellers, on the other hand (as
      applicable).  Promptly, but no later than thirty (30) days after
      engagement, the Independent Accountants shall deliver a written report
      to the Purchaser and the Sellers as to their resolution of the disputed
      items, which include the resulting Post-Closing NWC Statement
      incorporating such resolution.  The Post-Closing NWC Statement, as
      determined by the Independent Accountants, shall be conclusively deemed
      the “Final Post-Closing NWC Statement” and shall be final
      and binding upon all parties.  The NWC as of the Closing set forth on
      the Final Post-Closing NWC Statement is referred to herein as the “Final
      NWC.”  The fees and expenses of the Independent Accountants incurred
      in connection with the resolution of disputes pursuant to this Section 1.6(b)
      shall be borne by the Purchaser, on the one hand, or by the Sellers
      (jointly and severally), on the other hand, in proportion to the amounts
      of the disputed items on the NWC Dispute Notice, as compared to such
      items as determined by the Independent Accountants and set forth on its
      Final Post-Closing NWC Statement, with such fees and expenses to be paid
      by the Purchaser and Purchaser Europe (jointly and severally), on the
      one hand, or the Sellers (jointly and severally), on the other hand (as
      applicable), to the Independent Accountants within five (5) Business
      Days after the Independent Accountants’ determination of the Final NWC.
    

    
      (c)                          Post-Closing
      NWC Adjustment.  In addition to the Closing NWC Adjustment pursuant
      to Section 1.6(a),: (i) the Transaction Consideration shall be
      reduced, on a dollar for dollar basis, by the amount (if any) by which
      the Final NWC is less than the Estimated NWC (a “Downward
      Post-Closing NWC Adjustment Amount”); or (ii) if the Estimated NWC
      was less than the Target NWC and the Final NWC is greater than the
      Estimated NWC, the Transaction Consideration shall be increased, on a
      dollar for dollar basis, by an amount equal to the difference between
      the Estimated NWC and the lesser of (A) the Final NWC or (B) the Target
      NWC (an “Upward Post-Closing Adjustment Amount”).  Any
      Downward Post-Closing NWC Adjustment Amount shall be satisfied, within
      five (5) Business Days after determination of the Final NWC: (i) first,
      by cancellation of the number of shares of Stock U.S. Transaction
      Consideration equal to: (A) the Downward Post-Closing NWC Adjustment
      Amount; divided by (B) the greater of (A) one dollar and fifteen
      cents ($1.15) (as adjusted in response to any stock split, reverse stock
      split, combination or similar transaction affecting Purchaser Parent
      Common Stock occurring after the date of this Agreement) or (B) the
      Purchaser Parent Common Stock Price as of the date of determination of
      the Final NWC; (ii) second, to the extent that the Stock U.S.
      Transaction Consideration is insufficient to satisfy the Downward
      Post-Closing Adjustment Amount in full, by cancellation of the Notes
      U.S. Transaction Consideration; and (iii) third, to the extent
      that the Stock U.S. Transaction Consideration and the Notes U.S.
      Transaction Consideration are insufficient to satisfy the Downward
      Post-Closing Adjustment Amount in full, by payment in cash by the
      Sellers, jointly and severally, to the Purchaser and Purchaser
      Europe(allocated between the Purchaser and Purchaser Europe in
      proportion to the Transaction Consideration for the Purchased Equity
      Interests that each is purchasing hereunder), by wire transfer of
      immediately available funds to their account. Cancellation of Stock U.S.
      Transaction Consideration or Notes U.S. Transaction Consideration
      pursuant to this Section 1.6(c) shall be as provided in Section
      7.6(c).  Any Upward Post-Closing NWC Adjustment Amount shall be
      satisfied, within five (5) Business Days after determination of the
      Final NWC, by payment in cash by the Purchaser and Purchaser Europe
      (jointly and severally) to the Sellers (allocated between the Purchaser
      and Purchaser Europe in proportion to the Transaction Consideration for
      the Purchased Equity Interests that each is purchasing hereunder), by
      wire transfer of immediately available funds to the Sellers’
      accounts.  If any cash payment required under this Section
      1.6(c) is not made in full within five (5) Business Days after
      determination of the Final NWC, such payment will thereafter bear simple
      interest at a rate equal to the prime rate in effect from time to time
      (as published in The Wall Street Journal) plus two (2) percentage
      points, until paid in full.
    

    

    

    
      
        

        

      

      
        
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      1.7       Employment Agreements.  At
      the same time as this Agreement is executed and delivered by the
      parties, Purchaser Parent and each of the Sellers is entering into an
      Employment Agreement, of even date herewith, in the respective forms
      attached hereto as Exhibits D-1 and D-2 (the “Employment
      Agreements”), which are effective conditioned upon the occurrence of
      the Closing.
    

    
      1.8       Management Agreement.  At
      the same time as this Agreement is executed and delivered by the
      parties, the Purchaser, the Companies and certain other parties are
      entering into a Management Agreement, of even date herewith, in the form
      attached hereto as Exhibit E (the “Management Agreement”).
    

    
      1.9       SVB Term Sheet.  Prior
      to the time at which this Agreement was executed and delivered by the
      parties, the Purchaser received from SVB a term sheet summarizing the
      terms and conditions on which SVB would agree to increase the existing
      line of credit of Purchaser Parent and the Purchaser with SVB (the “SVB
      Term Sheet”), a copy of which is attached hereto as Exhibit
      F.
    

    
      1.10      Income Tax Treatment.  The
      parties intend that for federal Income Tax purposes, and for Income Tax
      purposes in each other jurisdiction in which such treatment is required
      or permitted under applicable Tax Law:
    

    
      (a)                          the transactions contemplated by this
      Agreement shall be treated as occurring in the following order and
      having the following effects:
    

    
      (i)                             the sale by WBS LLC, and purchase by
      Purchaser Europe, of the Purchased Equity Interests in WBS Europe shall
      occur first, and any gain or loss on such sale shall be reported on the
      final partnership Income Tax Returns of WBS LLC for its final taxable
      year ending on the Closing Date and shall be taxable to the Sellers;
    

    

    

    
      
        

        

      

      
        
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      (ii)                            the distribution by WBS LLC to the
      Sellers of cash equal to the Cash Europe Transaction Consideration shall
      occur second; and
    

    
      (iii)                           the purchase and sale of the Purchased
      Equity Interests in WBS LLC and TEK Channel shall occur third and shall
      be treated, pursuant to Situation 2 of Revenue Ruling 99-6, 1999-1 CB
      432, as having the following effects:
    

    
      (A)                   the Sellers shall be deemed to have sold all the
      issued and outstanding Equity Interests in WBS LLC and TEK Channel in a
      sale of partnership interests that: (A) is taxable to the Sellers under
      Code section 741, and (B) results in the termination of each such
      partnership under Code section 708(b)(1)(A);
    

    
      (B)                   the Purchaser shall be deemed to have purchased
      all the assets of each of WBS LLC and TEK Channel from the Sellers, with
      the Sellers deemed to have received such assets as a liquidating
      distribution upon the deemed liquidation of each of WBS LLC and TEK
      Channel prior to the purchase;
    

    
      (C)                   the final Taxable year of each of WBS LLC and TEK
      Channel shall end as of the close of business on the Closing Date; and
    

    
      (D)                   immediately following the Closing Date, each of
      WBS LLC and TEK Channel shall be disregarded as an entity separate from
      its owner (i.e., the Purchaser), as described in Treasury Regulation
      section 301.7701-3(b)(ii) (unless the Purchaser causes one or both of
      such Companies to elect under Treasury Regulation section 301.7701-3(c)
      to be treated for federal Tax purposes as an association taxable as a
      corporation); and
    

    
      (b)                          any reduction in principal amount, or
      cancellation, of any Notes U.S. Transaction Consideration shall be
      treated as a “purchase price reduction” for purposes of Code section
      108(e)(5).
    

    
      ARTICLE II
REPRESENTATIONS AND WARRANTIES
CONCERNING THE COMPANIES
    

    
      The Sellers jointly and severally represent and warrant to the Purchaser
      and Purchaser Europe as follows.  
    

    
      2.1       Existence; Good
      Standing; Authority; Enforceability.  
    

    
      (a)       Each of the Companies is a limited liability company or
      company duly organized, validly existing and in good standing under the
      laws of its jurisdiction of organization and has all required power and
      authority to own or lease its properties and assets and to conduct its
      business as presently conducted.  Each of the Companies is duly
      qualified to do business and in good standing as a foreign entity in all
      jurisdictions in which the failure to be so qualified would be
      reasonably likely to have a Material Adverse Effect.  Section
      2.1(a) of the Disclosure Schedule sets forth a complete and accurate
      list of each jurisdiction in which each of the Companies is qualified to
      do business as a foreign entity.
    

    
      (b)       Each of the Companies has all required power and authority to
      execute and deliver this Agreement and any other agreements, documents
      and instruments required to be executed and delivered by the parties
      under this Agreement (collectively, the “Transaction Documents”)
      to which such Company is or will be a party, to perform its obligations
      hereunder and thereunder, and to consummate the transactions
      contemplated hereby and thereby.  The execution, delivery and
      performance by each of the Companies of this Agreement and the other
      Transaction Documents to which it is or will be a party, and the
      consummation of the transactions contemplated hereby and thereby, have
      been duly authorized and approved by all required action on the part of
      such Company.
    

    

    

    
      
        

        

      

      
        
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      (c)       This Agreement and each of the other Transaction Documents to
      which each of the Companies is or will be a party has been, or will be,
      duly and validly executed and delivered by such Company and (assuming
      due authorization, execution and delivery by each other party thereto)
      constitutes or will constitute, a legal, valid and binding obligation of
      such Company, enforceable against such Company in accordance with its
      terms, except for the Equitable Exceptions.
    

    
      2.2       No Conflicts; Consents.
    

    
      (a)                          The execution and delivery by any of the
      Companies and the Sellers of this Agreement and any other Transaction
      Documents to which they are or will be a party do not, and the
      consummation of the transactions contemplated hereunder and thereunder
      will not: (i) violate the Organizational Documents of any of the
      Companies; (ii) assuming receipt by any of the Companies of the
      Contractual Consents, constitute a material breach of or result in a
      material default under (with or without the giving of notice or the
      lapse of time), or result in the other party having a right of
      termination, cancellation or acceleration under, any Contract to which
      any of the Companies is a party or to which any of its assets is
      subject; (iii) assuming receipt by any of the Companies of the FCC
      Approval, result in violation of any applicable Law; (iv) result in the
      creation or imposition of any Lien upon any of the respective assets or
      properties of any of the Companies or upon the Purchased Equity
      Interests; (v) except as set forth on Section 2.2(a) of the
      Disclosure Schedule, result in the payment of, or the creation of any
      obligation, absolute or contingent, to pay, on behalf of any of the
      Companies, any severance, termination, “golden parachute” or other
      similar payment, whether pursuant to a Contract or under applicable Law
      with respect to any employee of any of the Companies; or (vi) assuming
      receipt by the Companies of the FCC Approval, give any Governmental
      Authority the right to revoke, suspend, modify or terminate any
      Companies Governmental Authorization.
    

    
      (b)                          Except for: (i) the FCC Approval; and (ii)
      the approvals of the counterparties to Contracts to which the Companies
      is a party or to which any of their respective assets are bound, each of
      which is set forth in Section 2.2(b) of the Disclosure Schedule
      (collectively, the “Contractual Consents”), no notice
      to, or consent of or with, any Governmental Authority or any Judicial
      Authority or, with respect to any Contract to which any of the Companies
      is a party or to which any of its assets or properties is subject, any
      third Person, is required to be obtained by any of the Companies in
      connection with the execution and delivery by the Companies and the
      Sellers of this Agreement and the other Transaction Documents to which
      they are a party or the consummation of the transactions contemplated
      hereunder and thereunder.
    

    
      2.3       Capitalization.  All
      of the outstanding Equity Interests in WBS LLC and TEK Channel are held
      by the Sellers in the respective amounts set forth on Schedule A
      and such Equity Interests are the only outstanding Equity Interests in
      WBS LLC and TEK Channel.  All of the outstanding Equity Interests in WBS
      Europe are held by WBS LLC in the amount set forth on Schedule A
      and such Equity Interests are the only outstanding Equity Interests in
      WBS Europe.  There has never, in the past, been any owners of any Equity
      Interests in WBS LLC or TEK Channel other than the Sellers. There has
      never, in the past, been any owners of any Equity Interests in WBS
      Europe other than WBS LLC.  WBS Inc. does not now, and has never in the
      past, held any tangible or intangible assets or rights, or incurred any
      Liabilities, in each case that relate to the Companies’ Business.  All
      of the outstanding Equity Interests in each of the Companies have been
      duly authorized and validly issued and (to the extent that such concepts
      are applicable to such type of Equity Interest), are fully paid and
      non-assessable, and none of them are subject to or were issued in
      violation of any pre-emptive rights, rights of first offer or first
      refusal or similar rights, or in violation of the Securities Act or any
      other applicable securities law.  Except for: (a) the options under the
      WBS LLC Stock Option Plan listed on Section 2.3 of the Company
      Disclosure Schedule, each of which shall be terminated pursuant to the
      Employee Options Release Agreements as provided in Section 1.5(a)(ix);
      and (b) the Vencore Warrant, which shall be terminated pursuant to the
      Vencore Consent and Warrant Termination Agreement as provided in Section
      6.1(e), there are no outstanding subscriptions, options, warrants or
      other agreements or commitments or other rights of any kind to acquire
      (including securities exercisable or exchangeable for or convertible
      into), or obligating any of the Companies to issue, any of its Equity
      Interests, or giving any Person the right to receive any benefits or
      rights similar to any rights enjoyed by or accruing to the benefit of
      the holders of any Equity Interests in such Company (solely in their
      capacity as a holder).  None of the Companies is
      subject to any obligation (contingent or otherwise) to repurchase,
      redeem, call or otherwise retire, or to register, any of its Equity
      Interests.  Except as set forth on Section 2.3 of the
      Disclosure Schedule, there are no Contracts with respect to the: (i)
      voting of any Equity Interests in any of the Companies (including any
      proxy or manager nomination rights); or (ii) transfer of, or transfer
      restrictions on, any Equity Interest in any of the Companies. None of
      the Companies is a successor in interest to any other Person, whether by
      merger, consolidation or other business combination, reorganization,
      acquisition of assets or otherwise.
    

    

    

    
      
        

        

      

      
        
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      2.4       Subsidiaries.
      Neither TEK Channel nor WBS Europe has any Subsidiaries.  WBS Europe is
      the only Subsidiary of WBS LLC.  WBS LLC is the sole beneficial and
      lawful record owner of all of the Equity Interests in WBS Europe, none
      of such Equity Interests are subject to any community property or
      similar interest held by any other Person, WBS LLC has not transferred
      to any other Person any rights or interest in any of such Equity
      Interests, and WBS LLC has good, valid and marketable title to all of
      such Equity Interests, free and clear of any and all Liens.  The sale by
      WBS LLC to Purchaser Europe of the Equity Interests in WBS Europe
      pursuant to this Agreement will convey to Purchaser Europe good, valid
      and marketable title to such Equity Interests, free and clear of any and
      all Liens and restrictions other than restrictions of general
      applicability imposed by federal or state securities Laws.  The Equity
      Interests in WBS Europe being sold by WBS LLC to Purchaser Europe
      pursuant to this Agreement are the only Equity Interests of WBS Europe,
      or other securities or rights convertible into or exercisable for, any
      Equity Interest of WBS Europe, that are directly or indirectly owned by
      WBS LLC or in which WBS LLC otherwise has any direct or indirect
      interest.  There are no Contracts between WBS LLC and any other Person
      with respect to the acquisition, disposition or voting of, or any other
      matters pertaining to, any of the Equity Interests in WBS Europe.
    

    
      2.5       Financial Statements;
      Accounts Receivable and Payable; Financial Controls.
    

    
      (a)                          Attached as Section
      2.5(a) of the Disclosure Schedule are: (i) the unaudited
      consolidated balance sheet of the Companies as at December 31, 2008,
      together with the related unaudited consolidated statements of
      income, equityholder’s equity and cash flows of the Companies for the
      year then ended (the “2008 Financial Statements”); and
      (ii) the unaudited consolidated balance sheet of the Companies as of
      August 31, 2009, together with the related unaudited consolidated
      statements of income, equityholder’s equity and cash flows of the
      Companies for the eight (8) month period then ended (the “2009
      Financial Statements” and, together with the 2008 Financial
      Statements, the “Financial Statements”).  The
      Financial Statements have been prepared in accordance with GAAP (other
      than audit adjustments that will not, individually or in the aggregate,
      be material and the omission of footnotes) and, in all material
      respects, the books and records of the Companies, consistent with past
      practices of the Companies, and present fairly, in all material
      respects, the consolidated financial condition of the Companies as of
      such dates and the consolidated results of operations of the Companies
      for the periods then ended.  None of the Companies is a party to, or has
      any commitment to become a party to, any off-balance sheet arrangements.
    

    
      (b)                          All of the accounts receivable of the
      Companies: (i) represent valid obligations of customers of the Companies
      arising from bona fide transactions entered into in the ordinary
      course of business; and (ii) are current and collectible in full,
      without any counterclaim or set off, when due (and in no event later
      than ninety (90) days after the Closing Date), subject to any allowance
      for doubtful accounts set forth in the 2009 Financial
      Statements.  Except as set forth on Section 2.5(b)(i)
      of the Disclosure Schedule, none of the Companies has modified,
      discounted, set off or accelerated the collection of any of its accounts
      receivable. Except as set forth on Section 2.5(b)(ii) of the
      Disclosure Schedule, no accounts payable of any of the Companies has
      been outstanding for more than ninety (90) days.  None of the Companies
      has delayed any of the payment terms or otherwise paid any of the
      accounts payable of such Company outside the ordinary course of its
      business consistent with past practice.
    

    

    

    
      
        

        

      

      
        
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      (c)                          The Companies maintain books and records
      that accurately and completely reflect their respective assets and
      liabilities and each Company has internal accounting controls that are
      sufficient to provide reasonable assurance that: (i) transactions are
      executed only in accordance with management’s authorization; (ii)
      transactions are recorded as necessary to permit preparation of the
      financial statements of the Companies in accordance with GAAP and to
      maintain accountability for the respective assets and liabilities of the
      Companies; (iii) receipts and expenditures of the Companies are executed
      only in accordance with management’s authorization; (iv) unauthorized
      acquisition, disposition or use of assets is prevented or timely
      detected; and (v) accounts, notes and other receivables are recorded
      accurately, and proper and adequate procedures are implemented to effect
      the collection thereof on a current and timely basis.  There are no
      weaknesses in the design or operation of such internal accounting
      controls that could adversely affect the ability of the Companies to
      initiate, record, process and report financial data.
    

    
      2.6       Absence of Liabilities;
      Indebtedness.
    

    
      (a)                          Except for: (i) Liabilities set forth on
      the 2009 Financial Statements; (ii) Liabilities incurred after August
      31, 2009 in the ordinary course of business (none of which
      results from or relates to any breach of contract, breach of warranty,
      tort, infringement or violation of Law), which are not material, either
      individually or in the aggregate; and (iii) as set forth on Section
      2.6(a) of the Disclosure Schedule, none of the Company has any
      material Liabilities.
    

    
      (b)                          Except for: (i) for trade payables incurred
      in the ordinary course of business and either set forth on the 2009
      Financial Statements or incurred since August 31, 2009 (none of which
      results from or relates to any breach of contract, breach of warranty,
      tort, infringement or violation of law); and (ii) as set forth on Section
      2.6(b) of the Disclosure Schedule, none of the Companies has any
      Indebtedness.
    

    
      2.7       Absence of Certain
      Changes.  Except as set forth in Section 2.7
      of the Disclosure Schedule, since August 31, 2009, there has not been
      any event or change in any of the Companies which has had or could
      reasonably be expected to have a Material Adverse Effect.  Without
      limiting the generality of the foregoing, except as set forth in Section 2.7
      of the Disclosure Schedule, since August 31, 2009, each of the Companies
      has conducted its business and affairs only in the ordinary course of
      business consistent with past practice, and there has not been any:
    

    
      (a)                          transaction entered into by any of the
      Companies other than in the ordinary course of business;
    

    
      (b)                          amendment, rescission or termination of any
      Material Contract or Companies Governmental Authorization;
    

    
      (c)                          sale, lease or other disposition of, or
      Lien (other than Permitted Liens) of, any material asset of any of the
      Companies, except for sales of inventory in the ordinary course of
      business;
    

    
      (d)                          capital expenditure by any of the Companies
      (or series of related capital expenditures) not reflected on the 2009
      Financial Statements;
    

    

    

    
      
        

        

      

      
        
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      (e)                          creation, incurrence, assumption or
      guarantee by any of the Companies of any Indebtedness;
    

    
      (f)                          except as required by applicable Law or the
      terms of any Employee Plan, increase, or incurrence of an obligation to
      increase, by any of the Companies of any bonuses, salaries or other
      compensation payable to any employee, director, officer, limited
      liability company manager or managing director (or functional
      equivalents of the foregoing or other management-level employees);
    

    
      (g)                          except as required by applicable Law,
      adoption of, or amendment to, or announcement of a pending adoption or
      amendment to, or change in the calculation of payments to or benefits
      under, any Employee Plan;
    

    
      (h)                          acquisition of or agreement to acquire by
      merging with, or by purchasing a substantial equity in or a substantial
      portion of the assets of, or by any other manner, any business or any
      corporation, partnership, limited liability company, association or
      other business entity, in a transaction or series of related
      transactions by any of the Companies;
    

    
      (i)                          except as required by a change in GAAP or
      applicable Law: (i) change in Tax or accounting principles of any of the
      Companies; (ii) material change (or consent to a material change) in any
      of the accounting practices or methods or any method of calculating any
      bad debt, contingency or other reserve for accounting, financial
      reporting or Tax purposes of any of the Companies; (iii) making or
      revocation of a material Tax election; (iv) entry into or application
      for any ruling, closing agreement or similar agreement with respect to
      Taxes with any Governmental Authority; or (v) settlement or compromise
      of any audit or proceeding with respect to a material amount of Taxes;
    

    
      (j)                          adoption, amendment, rescission,
      termination of (or receipt of written notice of termination of) or lapse
      of, or material claims made or existing claims denied (in whole or in
      part, but excluding general reservations of rights with respect to
      claims under, any policies of insurance of any of the Companies);
    

    
      (k)                          hiring or appointment, or entering into of
      a commitment to hire or appoint, any director, manager, officer or
      management-level employee of any of the Companies, or termination or
      resignation, or, notice or termination or resignation delivered to any
      of the Companies, regarding any such persons;
    

    
      (l)                          default on or other failure to satisfy any
      material obligation or material liability of any of the Companies;
    

    
      (m)                          other than monthly ten thousand dollar
      ($10,000) partner draws from WBS LLC to each of the Sellers, any
      declaration, setting aside, or payment of any dividend or distribution
      in respect of any equity securities of any of the Companies, or any
      redemption, purchase or other acquisition of any equity securities of
      any of the Companies;
    

    
      (n)                          loan or advance to, guarantee for the
      benefit of, or investments in, any Person by any of the Companies, other
      than advances of reimbursable expenses to employees of any of the
      Companies in the ordinary course of business;
    

    
      (o)                          destruction of, damage to, or loss (whether
      or not covered by insurance) of any of the material assets or material
      properties owned or used by any of the Companies, or termination,
      amendment, modification, waiver or release of any material right or
      other asset of material value to any of the Companies; or
    

    

    

    
      
        

        

      

      
        
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      (p)                          entry by any of the Companies into a
      Contract to do any of the matters listed in the foregoing subsections
      (a) – (o) of this Section 2.7.
    

    
      2.8       Customers, Sales Agents
      and Suppliers.  Section 2.8 of the Disclosure
      Schedule lists: (a) the ten (10) largest customers; (b) the five (5)
      largest sales agents; and (c) the ten (10) largest suppliers (other than
      professional advisors such as attorneys and accountants) of the
      Companies, measured by consolidated revenues and consolidated expenses,
      respectively, of the Companies for the one (1) year period prior to the
      date of this Agreement. Except as set forth in Section 2.8 of the
      Disclosure Schedule, during the one (1) year period prior to the date of
      this Agreement, none of the customers, sales agents or suppliers of any
      of the Companies has canceled or otherwise terminated, or made a
      material adverse change in, or indicated to any of the Companies that
      such customer, sales agent or supplier plans to cancel or otherwise
      terminate or make a material adverse change in, its relationship with
      the applicable Company.
    

    
      2.9       Title to Assets.  Each
      of the Companies, directly or indirectly, owns and has good title to or,
      in the case of leased property and assets, has valid leasehold interests
      in, all property and assets necessary for the conduct of the Business as
      presently conducted.  All of such property and assets are either
      reflected on the 2009 Financial Statements or were acquired since August
      31, 2009, except for properties and assets sold since August 31, 2009 in
      the ordinary course of business.  None of such properties and assets is
      subject to any Lien other than any: (a) Permitted Liens; (b) in the case
      of leased properties and assets, Liens and other matters affecting the
      lessors’ interests in such properties and assets; or (c) Liens set forth
      on Section 2.9 of the Disclosure Schedule.  The plant, machinery,
      equipment and leasehold improvements of the Companies are in all
      material respects in good operating condition, reasonable wear and tear
      excepted and are adequate for the purposes for which they are being used.
    

    
      2.10      Material Contracts.  
    

    
      (a)                          Section
      2.10 of the Disclosure Schedule sets forth a correct and complete
      list of all Contracts that are material to the Companies’ Business, as
      it is presently conducted and proposed by the Companies to be conducted
      (collectively, the “Material Contracts”).  Without in
      any way limiting the generality of such term, the Material Contracts
      include:
    

    
      (i)                                    each Contract providing for the
      performance of services or delivery of goods or materials by or to
      customers of or suppliers to any of the Companies that provides for
      consideration to be furnished to or by any of the Companies of value in
      excess of one hundred thousand dollars ($100,000) during calendar year
      2009 (after giving effect to automatic, customary or routine renewals to
      any such Contract), in each case identifying each such Contract that is
      with a sole source supplier;
    

    
      (ii)                                   each lease or sublease or other
      rental or occupancy Contract involving aggregate payments in excess of
      twenty-five thousand dollars ($25,000) during calendar year 2009;
    

    
      (iii)                                  each licensing or other Contract
      granting the Companies, or pursuant to which the Companies has granted
      to any Person, the right to use Intellectual Property that is material
      to the operation of the Business;
    

    
      (iv)                                   each Contract to make a capital
      expenditure in excess of fifty thousand dollars ($50,000) with respect
      to the Business;
    

    
      (v)                                    each Contract to sell, lease or
      otherwise dispose of any assets or properties of the Companies in excess
      of fifty thousand dollars ($50,000) in the aggregate, other than sales
      of inventory in the ordinary course of business;
    

    

    

    
      
        

        

      

      
        
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      (vi)                                   each collective bargaining
      agreement with any labor union or other employee representative of a
      group of employees relating to wages, hours and other conditions of
      employment;
    

    
      (vii)                                  each joint venture agreement,
      partnership agreement or limited liability company agreement to which
      any of the Companies is a party;
    

    
      (viii)                                 each Contract that limits the
      right of the Companies to compete in any industry or geographic area;
    

    
      (ix)                                   each Contract that obligates any
      of the Companies to clean up or remediate any Hazardous Substances;
    

    
      (x)                                    each Contract relating to the
      acquisition or disposition of any business, or any operating division,
      business unit or product line thereof (whether by merger, consolidation,
      reorganization, acquisition of assets or otherwise);
    

    
      (xi)                                   all Contracts relating to
      Indebtedness of the Business, or pursuant to which any of the Companies
      guarantees, indemnifies or otherwise agrees to support the obligations
      of, any other Person, other than trade payables incurred by any of the
      Companies in the ordinary course of its business consistent with past
      practice;
    

    
      (xii)                                  all Contracts with employees,
      independent contractors or consultants of any of the Companies; and
    

    
      (xiii)                                 each other Contract not otherwise
      listed pursuant to the preceding clauses (i) through (xii),
      that creates future payment or performance obligations by any of the
      Companies that requires consideration to be furnished to or by any of
      the Companies of value in excess of fifty thousand dollars ($50,000)
      during calendar year 2009 or any calendar year thereafter, respectively
      and which by its terms is not terminable by any of the Companies on
      ninety (90) days’ notice or less without penalty to any of the Companies.
    

    
      (b)                          Each of the Material Contracts is a valid
      and binding obligation of the Companies, enforceable against the
      Companies and, to the Companies’ Knowledge, the other parties thereto,
      subject to the Equitable Exceptions.  Except as set forth on Section
      2.10(b) of the Disclosure Schedule, none of the Companies is in
      breach of any Material Contract nor, to the Companies’ Knowledge, is any
      other party thereto in breach thereof.  The Sellers have supplied to the
      Purchaser complete and accurate copies of each of the Material Contracts.
    

    
      2.11      Intellectual Property.  Section
      2.11(a) of the Disclosure Schedule lists each patent,  registered
      trademark, design mark, service mark and trade name, registered
      copyright and domain name, and each published application for any of the
      foregoing, domestic and foreign, that is necessary for the operation of
      the Business (collectively, the “Business Intellectual Property”).  Except
      as set forth on Section 2.11(b) of the Disclosure Schedule: (a)
      the Companies have, directly or indirectly, the entire right, title and
      interest in and to the Business Intellectual Property, free and clear of
      all Liens, except for Permitted Liens; (b) there is no claim or notice
      of infringement of the Intellectual Property rights of any other Person
      pending or, to the Companies’ Knowledge, threatened against any of the
      Companies; (c) each item of Business Intellectual Property is valid,
      subsisting, in full force and effect and has not been abandoned or
      passed into the public domain, and all necessary registration,
      maintenance and renewal documentation and fees in connection with such
      item of Business Intellectual Property have been timely filed with
      appropriate authorities and paid; (d) except for such infringements or
      misappropriations that would not, individually or in the aggregate, be
      reasonably likely to have a Material Adverse Effect, no Person is
      infringing upon or misappropriating any Business Intellectual Property;
      (e) the operation by the Companies of the Business does not infringe
      upon or misappropriate the Intellectual Property rights of any other
      Person; (f) no present or former employee of any of the Companies has
      any proprietary, financial or other interest, direct or indirect, in any
      Business Intellectual Property; and (g) the Companies have each taken
      commercially reasonable precautions to protect inventions, trade secrets
      and know how constituting material Business Intellectual Property,
      including the execution of appropriate agreements.
    

    

    

    
      
        

        

      

      
        
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      2.12      Real Property.  None of
      the Companies owns any real property.  Section 2.12 of
      the Disclosure Schedule lists each item of real property that is leased,
      or otherwise occupied in whole or in part, by any of the Companies
      (collectively, the “Leased Real Property”), along with a
      reasonably detailed description of the lease for such Leased Real
      Property (collectively, the “Real Estate Leases”).  The
      Leased Real Property constitutes all of the real property necessary for
      the conduct of the Business by the Companies, as it is now conducted and
      proposed to be conducted by the Companies.  The Companies have a good
      and valid leasehold interest in each item of Leased Real Property, free
      and clear of all Liens other than Permitted Liens.  None of the
      Companies is in breach of any Real Estate Lease nor, to the Companies’
      Knowledge, is any other party thereto in material breach thereof.  Each
      of the Real Estate Leases is a valid and binding obligation of the
      applicable Company or Companies, enforceable against such Company or
      Companies and, to the Companies’ Knowledge, the other parties thereto,
      subject to the Equitable Exceptions.  The use of each item of Leased
      Real Property for the purpose to which it is presently being used by any
      of the Companies is permitted as of right under the applicable Real
      Estate Lease and all applicable zoning Laws, and is not subject to
      “permitted nonconforming” use or structure classifications.  None of the
      Companies has received any written notice that any improvements situated
      in whole or in part on any Leased Real Property are not in compliance
      with all applicable Laws and all of such improvements are in good repair
      and condition, ordinary wear and tear excepted, and are adequate for the
      purposes for which they are being used.  No Person is in possession or
      occupancy of any of the Leased Real Property other than the Companies.
    

    
      2.13      Litigation.  There is no
      Proceeding pending or, to the Companies’ Knowledge, threatened in
      writing against any of the Companies and there are no facts or
      circumstances in existence that would reasonably be expected to result
      in any Proceeding against any of the Companies.  There is no Proceeding
      pending in which any of the Companies is the plaintiff or
      complainant.  None of the Companies is subject to any Order.  To the
      Companies’ Knowledge, no investigation by any Governmental Authority
      exists with respect to any of the Companies.  
    

    
      2.14      Employee Benefit Plans.  
    

    
      (a)                          Section
      2.14(a) of the Disclosure Schedule sets forth a complete and
      accurate list of each: (i) “employee pension benefit plan,” as defined
      in Section 3(2) of ERISA (other than any plan exempt from ERISA by
      reason of Section 4(b)(4) of ERISA); (ii) “employee welfare benefit
      plan,” as defined in Section 3(1) of ERISA (other than any plan exempt
      from ERISA by reason of Section 4(b)(4) of ERISA) (each, a “Welfare
      Plan”); and (iii) employment, consulting, severance or other similar
      agreement, contract, plan or program providing for payment in lieu of
      cash compensation, deferred compensation (that is material in amount),
      profit-sharing bonuses, equity options, equity appreciation rights,
      equity purchases or other forms of incentive compensation or for
      post-retirement insurance, compensation or benefits, whether written or
      oral, which is maintained or contributed to by any of the Companies, or
      to or in respect of which any of the Companies has any outstanding
      liability or obligation under, and which, in each case, covers any
      current or former employee, director, officer or consultant of any of
      the Companies or any of their respective dependents (each such
      agreement, contract, plan or program listed in Section 2.14(a) of
      the Disclosure Schedule, an “Employee Plan”).  The Sellers
      have supplied to the Purchaser complete and accurate copies of each
      Employee Plan and, with respect to each Employee Plan, complete and
      accurate copies of: (A) any associated trust, custodial, insurance or
      service agreements; (B) any annual report, actuarial report or
      disclosure materials (including specifically any summary plan
      descriptions) submitted to any governmental agency or distributed to
      participants or beneficiaries thereunder; and (C) the most recently
      received IRS determination letters and any Governmental Authority
      opinions, rulings, compliance statements, closing agreements or similar
      materials specific to such Employee Plan.  Each Employee Plan is and has
      been maintained and operated in compliance in all material respects with
      its terms and all provisions of ERISA, the Code and any other Laws
      applicable thereto.
    

    

    

    
      
        

        

      

      
        
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      (b)                          Each Employee Plan which is intended to be
      “qualified” within the meaning of Section 401(a) of the Code has been
      determined by the IRS to be so qualified and has received a favorable
      determination letter from the IRS as to such qualification (or is
      otherwise able to rely on a prototype plan sponsor’s IRS opinion letter)
      and the trust, if any, forming a part of such plan is exempt from U.S.
      federal income tax under Section 501(a) of the Code.  No event has
      occurred which would be reasonably expected to cause the loss,
      revocation or denial of any such favorable determination letter or which
      requires, or would be reasonably be expected to require, action under
      the compliance resolution programs of the IRS to preserve such
      qualification.  No Employee Plan is currently subject to any Proceeding
      by the IRS, the Department of Labor, the Pension Benefit Guaranty
      Corporation (the “PBGC”) or any other Governmental
      Authority or subject to any Proceeding for which any of the Companies
      has received notice.  Neither any of the Companies nor any ERISA
      Affiliate has, since the formation of the applicable Company,
      contributed, or been obligated to contribute, to an Employee Plan which
      is a “multiemployer plan” (within the meaning of Sections 3(37) and
      4001(a)(3) of ERISA) or has, since the formation of the applicable
      Company, maintained a “multiple employer plan” (within the meaning of
      Section 4063 or 4064 of ERISA).  No Employee Plan that is subject to
      Title IV of ERISA has been sponsored or contributed to by any of the
      Companies or any ERISA Affiliate since the formation of the applicable
      Company.  None of the Companies has incurred any liability to the PBGC
      other than for premiums not yet due and no event or condition exists
      which could reasonably be expected to result in liability to the
      Purchaser or Purchaser Europe under Title IV of ERISA, including by
      virtue of any of the Companies being considered a “single employer” with
      any other entity (within the meaning of Section 4001 of ERISA or Section
      414 of the Code).  No reportable event, or event or condition which
      presents a material risk of termination by the PBGC, has occurred with
      respect to any Employee Plan or any retirement plan of an ERISA
      Affiliate applicable to current or former employees of any of the
      Companies, which, in each case, is subject to Title IV of ERISA.
    

    
      (c)                          All contributions and premiums required to
      be made under the terms of any Employee Plan or by a plan maintained by
      an ERISA Affiliate or as required by applicable Law have been timely
      made or have been properly recorded on the books and records of the
      Companies, and no accumulated funding deficiency (as defined in Section
      302 of ERISA and Section 412 of the Code), whether or not waived, exists
      with respect to any such plan.  The current value of the assets of each
      such Employee Plan, as of the end of the most recently ended plan year
      of that Employee Plan, equals or exceeded the current value of all
      benefits liabilities under that Employee Plan.  No Employee Plan nor any
      party in interest with respect to such Employee Plan has engaged in a
      transaction that would reasonably be expected to subject any of the
      Companies directly or indirectly to liability under Section 4975 of the
      Code or Section 409 or 502(i) of ERISA.  No Employee Plan provides for
      continuing welfare benefits or coverage for any participant or
      beneficiary or covered dependent of a participant after the applicable
      participant’s termination of employment, except to the extent required
      by applicable state insurance laws and Title I, Part 6 of ERISA.  No
      Welfare Plan is: (i) a “multiple employer welfare arrangement”(within
      the meaning of Section 3(40) of ERISA); or (ii) a “voluntary employees’
      beneficiary association” (within the meaning of Section 501(c)(9) of the
      Code) or other funding arrangement for the provision of welfare benefits
      (to the extent any Welfare Plan is listed in Section 2.14(c) of
      the Disclosure Schedule with respect to this sentence, such disclosure
      shall include the amount of any such funding).  Neither any of the
      Companies nor any ERISA Affiliate is bound by any collective bargaining
      agreement or similar agreement to maintain or contribute to any Employee
      Plan.
    

    
      (d)                          Except as set forth on Section
      2.14(d) of the Disclosure Schedule, neither the execution and
      delivery of this Agreement nor the consummation of the transactions
      contemplated hereby will: (i) entitle any employee, consultant,
      director, officer, limited liability company manager or managing
      director (or functional equivalents of the foregoing) of any of the
      Companies to severance pay, unemployment compensation or any other
      payment; or (ii) accelerate the time of payment or vesting other than as
      required by Law or increase the amount of compensation due any such
      employee, consultant, director, officer, limited liability company
      manager or managing director (or functional equivalents of the
      foregoing).  None of the Companies has taken any action to entitle, and
      none of the Companies otherwise owes, any employee, director, officer,
      limited liability company manager or managing director (or functional
      equivalents of the foregoing) of any of the Companies any severance pay
      or other compensation that has not been paid, will not be paid on or
      prior to the Closing Date.  
    

    

    

    
      
        

        

      

      
        
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      (e)                          There is no Proceeding pending, or to the
      Companies’ Knowledge, threatened, other than routine claims for
      benefits, concerning any Employee Plan, or to the Companies’ Knowledge,
      any fiduciary or service provider thereof.  None of the Companies has a
      Contract with any employee to maintain any Welfare Plan for any period
      of time.  Each Employee Plan is terminable, at the sole discretion of
      the sponsor thereof, subject only to such constraints imposed by
      applicable Laws.
    

    
      2.15      Compliance with Law.  Each
      of the Companies is in compliance, in all material respects, with all
      Law applicable to any of such Company or any of its properties, assets,
      members or employees (collectively, “Applicable Law”) and
      each has, in the past, conducted the Business in compliance, in all
      material respects, with Applicable Law.  None of the Companies has
      received any notice from any Governmental Authority regarding any
      actual, alleged or potential violation by such Company of any Applicable
      Law.
    

    
      2.16      Environmental Matters.
    

    
      (a)                          Each of the Companies is in compliance, in
      all material respects, and does not otherwise have any liability under,
      any applicable Environmental Law and each has, in the past, conducted
      the Business in compliance, in all material respects, with all
      applicable Environmental Laws.  
    

    
      (b)                          None of the Companies has engaged in or
      permitted any operations or activities upon, or any use or occupancy of
      any of their respective past or present facilities or, to the Companies’
      Knowledge, any facilities adjacent to any past or present facilities of
      any of the Companies, for the purpose of or in any way involving the
      testing, investigation, handling, treatment, storage, release,
      discharge, dumping, removal or disposal of any Hazardous
      Substances.  There are no Hazardous Substances presently deposited,
      stored or otherwise located on, under, in or about any of the Companies’
      respective past or present facilities or, to the Companies’ Knowledge,
      any facilities adjacent to any past or present facilities of any of the
      Companies.  None of the Companies has assumed, contractually or by
      operation of Law, any Liabilities under any Environmental Law.  None of
      the Companies has received any notice or report, and the Companies do
      not otherwise have any Knowledge, regarding any actual or alleged
      violation of any Environmental Laws, or of any material Liabilities or
      potential material Liabilities under any Environmental Laws, including
      any actual or alleged investigatory, remedial or corrective obligations,
      in each case relating to any of the Companies or any of their respective
      past or present facilities or any facilities adjacent to any past or
      present facilities of any of the Companies.  The Sellers have supplied
      to the Purchaser and Purchaser Europe all environmental audits, reports
      and assessments concerning the Companies which are within the possession
      or control of any of the Companies or the Sellers.
    

    
      (c)                          No Permits under any Environmental Laws are
      necessary for the Companies to conduct the Business, as presently
      conducted by the Companies and proposed by the Companies to be conducted.
    

    
      2.17      Taxes.
    

    
      (a)                          Except as set forth on Section
      2.17(a) of the Disclosure Schedule, all Tax Returns required to be
      filed with any Governmental Authority by any of the Companies or either
      of the Sellers (in relation to any Company or any interest therein) or
      with respect to the Business have been duly and timely filed and were
      correct and complete in all material respects.  All Taxes due and
      payable by any of the Companies or either of the Sellers (in relation to
      any Company or any interest therein) or with respect to the Business,
      whether or not shown on any Tax Return, have been timely paid in
      full.  None of the Companies or the Sellers is currently the beneficiary
      of, or has applied for, any extension of time within which to file any
      Tax Return.
    

    

    

    
      
        

        

      

      
        
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      (b)                          Each of the Companies has complied with all
      material requirements of Law with respect to the withholding and deposit
      of Taxes and has duly and timely withheld and paid over to the
      appropriate Governmental Authority all material amounts required to be
      so withheld and paid under applicable Law, including any Taxes: (i) in
      connection with any amount paid or owing, or any income or gain
      allocated, to any current or former member, shareholder, employee,
      independent contractor, creditor or any other Person; and (ii) charged
      to and collected from customers.  Each of the Companies has timely and
      properly completed and filed Schedules K-1 (and comparable schedules
      under applicable state, local or foreign Tax Law), Forms W-2 and 1099,
      and other Tax Returns required with respect to such withholding and
      deposit of Taxes.
    

    
      (c)                          No claim has ever been made in writing or,
      to the Companies’ Knowledge, orally with respect to any of the Companies
      or either Seller (in relation to any Company or any interest therein) by
      any Governmental Authority in a jurisdiction: (i) in which such Company
      or Seller does not file or has not filed Tax Returns that such Company
      or Seller is, was or may be subject to taxation by that jurisdiction; or
      (ii) where such Company or Seller files or filed Tax Returns but does
      not or did not compute its Tax on the basis of its net income
      attributable to such jurisdiction, that it is, was or may be subject to
      Tax on the basis of its net income attributable to such jurisdiction,
      and to the Companies’ Knowledge there is no valid basis for any such
      claim.  None of the Companies conducts business in, or derives income
      from, within or allocable to, any state, local or foreign Taxing
      jurisdiction that could reasonably result in a requirement to file a Tax
      Return in that jurisdiction of a type that such Company or Seller (in
      relation to any Company or any interest therein), has not filed
      previously, or to pay Taxes to that jurisdiction on a basis different
      from the basis, if any, on which such Company or the Seller (in relation
      to any Company or any interest therein), previously paid Taxes to that
      jurisdiction.
    

    
      (d)                          No claim, audit, examination, action, suit,
      proceeding or investigation in respect of any Tax matters (including by
      any Governmental Authority or under any indemnification or Tax sharing
      agreement) is now being conducted, pending or, to the Companies’
      Knowledge, threatened against any of the Companies or the Sellers (in
      relation to any Company or either Seller’s interest therein).  None of
      the Companies or Sellers (in relation to any Company or any interest
      therein) has received from any Governmental Authority: (i) any notice
      indicating an intent to open a Tax audit or other review; (ii) any
      request for information related to Tax matters; or (iii) any notice of
      deficiency or proposed adjustment for any amount of Tax proposed,
      asserted or assessed against any of the Companies or either Seller (in
      relation to any Company or any interest therein), and none of the
      Companies or Sellers expects any such notice or request to be
      issued.  None of the Companies or Sellers has filed any document or
      entered into any agreement with a Governmental Authority waiving or
      extending the statute of limitations or the period of assessment or
      collection of any Taxes.  Any deficiency or assessment relating to any
      amount of Taxes resulting from any completed audit or examination of any
      Company or of either Seller (in relation to any Company or any interest
      therein) by any Governmental Authority or any concluded litigation has
      been timely paid in full.
    

    
      (e)                          None of the Companies is or has been a
      party to, or bound by, and none of the Companies has any obligation to
      any other Person under, any Tax sharing, Tax allocation, Tax indemnity,
      or similar oral or written Contract (including any advance pricing
      agreement, closing agreement or gain recognition agreement relating to
      Taxes with any Governmental Authority).  None of the Companies has any
      potential liability for Taxes of any Person as a result of being a
      member of any affiliated, consolidated, combined, unitary or similar
      group, or as a transferee, successor, surety or guarantor, or by
      contract, indemnification or otherwise.  None of the Companies is
      subject or a party to, or a partner or member of, any joint venture,
      partnership, limited liability company or other oral or written
      contract, agreement, understanding or arrangement that is treated as a
      partnership for federal income Tax purposes.
    

    

    

    
      
        

        

      

      
        
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      (f)                          No power of attorney with respect to any
      Taxes of any of the Companies that will be binding on such Company after
      the Closing has been or will be executed or filed with any Governmental
      Authority.
    

    
      (g)                          None of the Companies has received or
      requested any written ruling of a Governmental Authority relating to
      Taxes or executed or entered into with any Governmental Authority a
      closing agreement pursuant to Code section 7121 or any similar provision
      of state, local, foreign or other Tax law.
    

    
      (h)                          None of the Companies has agreed, or is
      required, to include any adjustment in Taxable income for any Tax period
      pursuant to Code section 481(a) or 263A or any comparable provisions
      under state, local or foreign Tax Laws.  No application is pending with
      any Governmental Authority requesting permission for any change in any
      accounting method of any of the Companies.
    

    
      (i)                          Except as set forth on Section
      2.17(i) of the Disclosure Schedule, each of WBS LLC and TEK Channel
      has been since its organization, and will continue to be at all times
      through the Closing, validly treated as a partnership for all Income Tax
      purposes.  No election has been or, prior to the Closing, will be made
      to treat either of WBS LLC or TEK Channel as an association taxable as a
      corporation.  Neither WBS LLC nor TEK Channel has ever made or revoked
      an election under Code section 754.
    

    
      (j)                          WBS Europe has been since its organization,
      and will continue to be at all times through the Closing, validly
      treated as an association taxable as a corporation for all Income Tax
      purposes.
    

    
      (k)                          No Person other than the Sellers has ever
      held any membership or other equity interest in either WBS LLC or TEK
      Channel.
    

    
      (l)                          None of the Companies is a party to any
      Contract that is a “nonqualified deferred compensation plan” within the
      meaning of Code section 409A or Code section 457A.
    

    
      (m)                          Neither WBS LLC nor TEK Channel has at any
      time engaged in a non-United States trade or business, had a permanent
      establishment outside the United States, or conducted activities in any
      foreign jurisdiction that have exposed it to such jurisdiction’s Tax
      jurisdiction.
    

    
      (n)                          None of the Companies has taken any action
      that would have the effect of deferring a measure of Tax from a period
      (or portion thereof) ending on or before the Closing Date to a period
      (or portion thereof) beginning after the Closing Date.  None of the
      Companies will be required to include any item of income in, or exclude
      any item of deduction from, Taxable income for any Taxable period (or
      portion thereof) ending after the Closing Date as a result of any
      intercompany transaction, installment sale or open transaction
      disposition made on or prior to the Closing Date or any prepaid amount
      received on or prior to the Closing Date.
    

    
      (o)                          None of the Companies has participated in
      any “reportable transaction” within the meaning of Treasury Regulation
      section 1.6011-4.
    

    
      (p)                          Neither WBS LLC nor either Seller is a
      “foreign person” within the meaning of Code section 1445(a).  No amount
      will be required to be withheld under Code section 1445 in connection
      with any of the transactions contemplated by this Agreement.
    

    

    

    
      
        

        

      

      
        
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      (q)                          There are no Liens on any assets of any
      Company or either Seller that arose in connection with any failure (or
      alleged failure) to pay any Tax.
    

    
      (r)                          There is no valid basis for the IRS or any
      other Governmental Authority to make any allocation, distribution, or
      apportionment among the Companies, or between any Company and any other
      Person, pursuant to Code section 482 or any comparable provision of
      state, local or foreign Tax Law.
    

    
      (s)                          Set forth on Section
      2.17(s) of the Disclosure Schedule is a complete and accurate list
      of all the state, local and foreign jurisdictions in which each of the
      Companies has filed an Income Tax Return for all periods for which the
      statute of limitations remains open under applicable Law.
    

    
      2.18      Permits.  Except as set
      forth on Section 2.18 of the Disclosure Schedule, the Companies
      each hold all Permits necessary for operation of the Business in
      compliance, in all material respects, with applicable Law (other than
      under Telecommunications Laws, which are covered separately in Section
      2.19).  Section 2.18 of the Disclosure Schedule
      sets forth an accurate and complete list of all Permits held by each of
      the Companies, other than Companies Telecommunications Licenses
      (collectively, the “Companies Permits”).  Each of the
      Companies Permits is in full force and effect and the applicable Company
      or Companies is not in violation of any of the terms, conditions and
      requirements of any of the Companies Permits.  Correct and complete
      copies of all of the Companies Permits have been provided by the Sellers
      to the Purchaser.  There is no Proceeding pending or, to the Companies’
      Knowledge, threatened that: (a) questions or contests the validity of,
      or seeks the revocation, nonrenewal or suspension of, any Companies
      Permit; or (b) seeks the imposition of any material condition,
      administrative sanction, modification or amendment with respect to any
      Companies Permit.  No consents under any Companies Permit are required
      to be obtained in connection with the Closing.
    

    
      2.19      Telecommunications Law.
    

    
      (a)       Except as set forth on Section
      2.19(a) of the Disclosure Schedule, the Companies are each in
      compliance, in all material respects, with applicable Telecommunications
      Law and each has, in the past, conducted its Business in compliance, in
      all material respects, with all applicable Telecommunications Law.  No
      investigation, review or proceeding by any Telecommunications Operating
      Authority with respect to any of the Companies in relation to any actual
      or alleged violation of Telecommunications Law is pending or, to the
      Companies’ Knowledge, threatened, nor has any of the Companies received
      any notice from any Telecommunications Operating Authority indicating an
      intention to conduct the same.
    

    
      (b)       Except as set forth on Section
      2.19(b)(i) of the Disclosure Schedule, each of the Companies holds
      all Permits necessary for operation of the Business in compliance, in
      all material respects, with applicable Telecommunications Laws.  Section
      2.19(b)(ii) of the Disclosure Schedule sets forth an accurate and
      complete list of all Permits issued under Telecommunications Laws that
      are held by any of the Companies (collectively, the “Companies
      Telecommunications Licenses”).  Except as set forth on Section
      2.19(b)(ii) of the Disclosure Schedule, each of the Companies
      Telecommunications Licenses is in full force and effect and none of the
      Companies is not in violation of any of the terms, conditions and
      requirements of any of the Companies Telecommunications
      Licenses.  Correct and complete copies of all of the Companies
      Telecommunications Licenses have been provided by the Sellers to the
      Purchaser.  There is no Proceeding pending or, to the Companies’
      Knowledge, threatened that: (i) questions or contests the validity of,
      or seeks the revocation, nonrenewal or suspension of, any Companies
      Telecommunications License; or (ii) seeks the imposition of any material
      condition, administrative sanction, modification or amendment with
      respect to any Companies Telecommunications License.  Except for the FCC
      Approval, no consent under any of the Companies Telecommunications
      Licenses is required to be obtained in connection with the Closing.
    

    
      2.20      Insurance.  Section
      2.20 of the Disclosure Schedule sets forth an accurate and complete
      list of all insurance policies maintained by any of the Companies
      (indicating in each case which entity holds such policy).  Complete and
      accurate copies of such insurance policies have been supplied by the
      Sellers to the Purchaser.  Such insurance policies are currently
      effective, and are of such types and amounts as are consistent with
      customary practices and standards of companies engaged in businesses
      similar to that of the Companies and none of the Companies relies on
      self-insurance (other than customary deductibles, co-insurance and
      retentions).  All premiums with respect to such insurance policies have
      been paid in accordance with the terms of such policies.  Each of the
      Companies is in compliance in all material respects with all other terms
      and conditions of such insurance policies and: (a) no material dispute
      with any insurance carrier exists with respect to the scope of any
      insurance coverage; (b) none of the Companies has received any written
      notice of cancellation, termination or reduction in coverage or any
      other written indication that any insurance policy is no longer in full
      force and effect or will not be renewed; and (c) none of the Companies
      has received any written refusal of coverage or any written notice that
      a defense will be afforded with reservation of rights (other than a
      general reservation of rights with respect to a claim (that, to the
      Companies’ Knowledge, is a covered claim)).  A list of material
      insurance claims covering the period since September 30, 2006 is set
      forth on Section 2.20 of the Disclosure Schedule.  
    

    

    

    
      
        

        

      

      
        
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      2.21      Labor Matters.
    

    
      (a)                          None of the Companies is a party to any
      collective bargaining agreement.  There are no strikes, work stoppages,
      slowdowns or lockouts pending or, to the Companies’ Knowledge,
      threatened, which involve the employees of any of the Companies.  There
      are no Proceedings, grievances, claims, complaints or charges pending,
      or to the Companies’ Knowledge, threatened, before any Judicial
      Authority or brought by or before any Governmental Authority against any
      of the Companies with respect to any employment or labor matters.  There
      is no organizing activity involving the employees of any of the
      Companies pending or, to the Companies’ Knowledge, threatened in writing
      by any labor union or group of employees.  There are no representation
      proceedings pending or, to the Companies’ Knowledge, threatened before
      the National Labor Relations Board or its equivalent in any foreign
      jurisdiction which relate to the employees of any of the Companies, and
      no labor organization or group of employees of any of the Companies has
      made a pending demand for recognition by any of the Companies.
    

    
      (b)                          None of the Companies has implemented any
      layoff of employees that would implicate the WARN Act or any similar
      foreign, state or local Law (considered independently from any layoffs
      that may occur after the Closing). Section 2.21(b) of the
      Disclosure Schedule sets forth a complete and accurate (in all material
      respects) list of the employees of the Companies as of the date of this
      Agreement, including the current job titles, salary or wage rates, and
      bonus payments of each such employee as of such date.
    

    
      (c)                          Section
      2.21(c)(i) of the Disclosure Schedule sets forth a correct and
      complete description of each Contract concerning payment of commissions
      or similar payments between any of the Companies, on the one hand, and
      any current or former employee, officer or director of, or consultant
      to, any of the Companies, on the other hand.  Section
      2.21(c)(ii) of the Disclosure Schedule sets forth a correct and
      complete list of each Contract relating to employment, change in
      control, severance, termination and similar matters between any of the
      Companies, on the one hand, and any current or former employee, officer
      or director of, or consultant to, any of the Companies, on the other
      hand.
    

    
      2.22      Powers of Attorney.  Section
      2.22 of the Disclosure Schedule sets forth a true and complete list
      of the names of all Persons holding general or special powers of
      attorney from any of the Companies and a summary of the terms thereof.
    

    
      2.23      Payments.  Neither any of
      the Companies nor any director, officer, limited liability company
      manager, managing director (or functional equivalents of the foregoing),
      equityholder, employee, agent or other Person associated with or acting
      on behalf of any of the Companies, has used any funds of any of the
      Companies for any unlawful contribution, gift, entertainment or expense
      relating to political activity, or made any direct or indirect unlawful
      payment to any foreign or domestic official or employee of a
      Governmental Authority from funds of any of the Companies, or made any
      unlawful rebate or kickback or other unlawful payment.
    

    

    

    
      
        

        

      

      
        
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      2.24      Affiliate Transactions.
      Except as set forth on Section 2.24 of the Disclosure Schedule,
      none of the Companies is a party to any direct or indirect Contract,
      business arrangement or relationship with any Seller, director, officer,
      employee, limited liability company manager or managing director (or
      functional equivalents of the foregoing) of any of the Companies, or any
      of the immediate family members of any of the foregoing.  Except for
      advances of expenses in accordance with written Company business expense
      reimbursement policies in effect on the date hereof, there are no
      outstanding loans made by any of the Companies to any director, officer,
      limited liability company manager, employee or managing director (or
      functional equivalents of the foregoing) of any of the Companies.
    

    
      2.25      Books and Records.  The
      minute books of each of the Companies contain complete and accurate
      records of all meetings and other corporate or entity (as applicable)
      actions of its board of directors (or equivalent) and any committees
      thereof and of its, members or other equityholders.  The stock (or
      equivalent) ledger of each of the Companies is complete and reflects all
      issuances, transfers, repurchases and cancellations of shares of its
      capital stock (or equivalent).
    

    
      2.26      Bank Accounts; Letters of
      Credit.  Section 2.26 of the Disclosure Schedule
      sets forth the names and locations of all banks, trust companies,
      savings and loan associations and other financial institutions: (a) at
      which any of the Companies maintains any deposit or checking account,
      brokerage account, securities account, lock box or safe deposit box, the
      account numbers of all such accounts and the names of all persons
      authorized to draw thereon or make withdrawals therefrom; and (b) have
      issued any outstanding letter of credit for the account of any of the
      Companies, the outstanding amount of each such letter of credit, the
      expiration date thereof and the Person in whose favor such letter of
      credit has been issued.
    

    
      2.27      Brokers.  Except as set
      forth on Section 2.27 of the Disclosure Schedule, none of the
      Companies is obligated to pay any brokerage, finder’s or other fee or
      commission in connection with the transactions contemplated by this
      Agreement.
    

    
      2.28      Disclosure.  All material
      facts relating to any of the Business of the Companies have been
      disclosed to the Purchaser and Purchaser Europe in or in connection with
      this Agreement.  No representation or warranty set forth in this Article
      II (including the Disclosure Schedule and all exhibits hereto) or
      the Seller Closing Certificate contains any untrue statement of a
      material fact or, when taken together, omits to state a material fact
      necessary to make the statements made herein or therein, in light of the
      circumstances under which they were made, not misleading.
    

    
      ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
EACH SELLER
    

    
      Each Seller hereby represents and warrants to the Purchaser and
      Purchaser Europe, severally and not jointly, as follows:  
    

    
      3.1       Authority; Enforceability.  
    

    
      (a)                          The Seller has all required power and
      authority to execute and deliver this Agreement and the other
      Transaction Documents to which he is or will be a party, to perform his
      obligations hereunder and thereunder, and to consummate the transactions
      contemplated hereby and thereby.  The execution, delivery and
      performance by the Seller of this Agreement and the other Transaction
      Documents to which he is or will be a party, and the consummation of the
      transactions contemplated hereby and thereby, have been duly authorized
      and approved by all required action on the part of the Seller.
    

    

    

    
      
        

        

      

      
        
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      (b)                          This Agreement and the other Transaction
      Documents to which the Seller is or will be a party has been, or will
      be, duly and validly executed and delivered by the Seller and (assuming
      due authorization, execution and delivery by the Purchaser and each
      other party thereto) constitutes or will constitute, a legal, valid and
      binding obligation of the Seller, enforceable against the Seller in
      accordance with its terms, except for the Equitable Exceptions.
    

    
      3.2       No Conflicts; Consents.  
    

    
      (a)                          The execution, delivery and performance by
      the Seller of this Agreement and the other Transaction Documents to
      which he is or will be a party, and the consummation of the transactions
      contemplated hereby and thereby does not and will not: (i) except as set
      forth on Section 3.2 of the Disclosure Schedule, constitute a
      breach of or result in a default under (with or without the giving of
      notice or the lapse of time), or result in the other party having a
      right of termination, cancellation or acceleration under, any Contract
      to which the Seller is a party or by which any of his properties or
      assets are bound; (ii) result in the creation or imposition of any Liens
      on the Seller or any of its properties or assets; or (iii) violate any
      Law applicable to the Seller.
    

    
      (b)                          Except as set forth on
      Section 3.2 of the Disclosure Schedule, no notice to or consent of
      or with any Governmental Authority, Judicial Authority or third Person
      is required to be obtained by the Seller in connection with the Seller’s
      execution and delivery of this Agreement and the other Transaction
      Documents to which he is or will be a party or the performance of his
      obligations hereunder or thereunder.
    

    
      3.3       Litigation.  There
      is no Proceeding pending or, to the Companies’ Knowledge, threatened
      against the Seller, that: (a) questions the validity of this Agreement
      or any Transaction Document to which it will be a party or any action
      taken or to be taken by the Seller in connection herewith or therewith;
      (b) seeks to enjoin the consummation of the transactions contemplated by
      this Agreement and the Transaction Documents; or (c) which would
      reasonably be expected to have, individually or together with any other
      such Proceedings, a material adverse effect on the ability of the Seller
      to consummate the transactions contemplated by this Agreement and the
      other Transaction Documents to which he is or will be a party.
    

    
      3.4       Title to Purchased
      Equity Interests.  Except as set forth on Section 3.4
      of the Disclosure Schedule, the Seller is the sole beneficial and lawful
      record owner of the Equity Interests in WBS LLC and TEK Channel set
      forth next to his name on Schedule A, none of such Equity
      Interests are subject to any community property or similar interest held
      by any other Person, the Seller has not transferred to any other Person
      any rights or interest in any of such Equity Interests, and the Seller
      has good, valid and marketable title to all of such Equity Interests,
      free and clear of any and all Liens.  The sale by the Seller to the
      Purchaser of the Seller’s Equity Interests in WBS LLC and TEK Channel
      pursuant to this Agreement will convey to the Purchaser good, valid and
      marketable title to such Equity Interests, free and clear of any and all
      Liens and restrictions other than restrictions of general applicability
      imposed by federal or state securities Laws.  The Equity Interests in
      WBS LLC and TEK Channel being sold by the Seller to the Purchaser
      pursuant to this Agreement are the only Equity Interests of WBS LLC or
      TEK Channel, or other securities or rights convertible into or
      exercisable for, any Equity Interest of WBS LLC or TEK Channel, that are
      directly or indirectly owned by the Seller or in which the Seller
      otherwise has any direct or indirect interest.  There are no Contracts
      between the Seller and any other Person with respect to the acquisition,
      disposition or voting of, or any other matters pertaining to, any of the
      Seller’s Equity Interests in WBS LLC or TEK Channel.
    

    
      3.5       Investment
      Representations.  The Seller is acquiring the shares of Purchaser
      Parent Common Stock constituting the Stock U.S. Transaction
      Consideration (the “Shares”) for investment purposes and
      not with a present view to, or for sale in connection with, any
      distribution thereof, within the meaning of the Securities Act.  The
      Seller acknowledges that the Shares have not been registered under the
      Securities Act or qualified under applicable state securities laws and
      understands the restrictions on resale of the Shares imposed by the
      Securities Act and such applicable state securities laws.  The Seller
      also acknowledges that the Purchaser has no obligation to register the
      Shares and the Shares may not be transferred in the absence of a
      registration statement filed under the Securities Act and exemption from
      registration or qualification under applicable state securities laws
      and, accordingly, the Seller may never be able to sell or dispose of the
      Shares and must bear the economic risk of this investment potentially
      indefinitely.  The Seller is an “accredited investor,” as that term is
      defined in Rule 501 under Regulation D promulgated under the Securities
      Act.
    

    

    

    
      
        

        

      

      
        
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      3.6       Brokers.  The Seller
      is not obligated to pay any brokerage, finder’s or other fee or
      commission in connection with the transactions contemplated by this
      Agreement.
    

    
      ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF THE PURCHASER AND
      PURCHASER EUROPE
    

    
      The Purchaser and Purchaser Europe jointly and severally represent and
      warrant to the Sellers as follows:
    

    
      4.1       Existence; Good
      Standing; Authority; Enforceability.  
    

    
      (a)                          The Purchaser is a corporation duly formed,
      validly existing and in good standing under the laws of the Commonwealth
      of Virginia.  Purchaser Europe is a company duly formed, validly
      existing and in good standing under the laws of Ireland.  The Purchaser
      and Purchaser Europe each have all required power and authority to own
      and lease their respective properties and assets and to conduct their
      respective businesses as now conducted.  The Purchaser and Purchaser
      Europe are each duly licensed or qualified to do business as a foreign
      entity and each is in good standing under the laws of each other
      jurisdiction in which such licensing or qualification is necessary,
      except where the failure to be so licensed or qualified or to be in good
      standing would not reasonably be expected to have a material adverse
      effect on the ability of the Purchaser and Purchaser Europe to perform
      their respective obligations under this Agreement and any other
      Transaction Documents to which they are or will be a party, and to
      consummate the transactions contemplated hereby and thereby.
    

    
      (b)                          The Purchaser and Purchaser Europe each
      have all required power and authority to execute and deliver this
      Agreement and any other Transaction Documents to which they are or will
      be a party and to consummate the transactions contemplated hereby and
      thereby.  The execution, delivery and performance of this Agreement and
      any other Transaction Documents to which the Purchaser and Purchaser
      Europe are or will be a party, and the consummation of the transactions
      contemplated hereby and thereby, have been duly authorized and approved
      by all required action on the part of the Purchaser and Purchaser Europe.
    

    
      (c)                          This Agreement has been, and each other
      Transaction Document to which the Purchaser and Purchaser Europe are or
      will be a party will be, duly and validly executed and delivered by the
      Purchaser and Purchaser Europe and (assuming due authorization,
      execution and delivery by the Sellers and each other party thereto) this
      Agreement constitutes, and each other Transaction Document to which they
      are or will be a party will, constitute, a legal, valid and binding
      obligation of the Purchaser and Purchaser Europe, enforceable against
      the Purchaser and Purchaser Europe in accordance with its terms, except
      for the Equitable Exceptions.
    

    
      4.2       No Conflicts; Consents.
    

    

    

    
      
        

        

      

      
        
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      (a)                          Assuming that the FCC Approval has been
      obtained, in each case on or prior to the Closing, the execution and
      delivery by the Purchaser and Purchaser Europe of this Agreement and any
      other Transaction Documents to which the Purchaser and Purchaser Europe
      is or will be a party does not or will not, and the consummation of the
      transactions contemplated hereby or thereby will not: (i) violate the
      Organizational Documents of the Purchaser or Purchaser Europe;
      (ii) constitute a breach of or result in a default under (with or
      without the giving of notice or the lapse of time), or result in the
      other party having a right of termination, cancellation or acceleration
      under, any Contract to which the Purchaser or Purchaser Europe is a
      party or by which it or its respective assets or properties are bound,
      (iii) result in the creation or imposition of any Liens on the Purchaser
      or Purchaser Europe or any of their respective assets or properties; or
      (iv) violate any Law applicable to the Purchaser or Purchaser Europe.
    

    
      (b)                          Except for the FCC Approval, no notice to
      or consent of or with any Governmental Authority, Judicial Authority or
      third Person is required to be obtained by the Purchaser or Purchaser
      Europe in connection with the Purchaser’s and Purchaser Europe’s
      execution and delivery of this Agreement and the other Transaction
      Documents to which the they are or will be a party, or the performance
      of their respective obligations hereunder or thereunder.
    

    
      4.3       Litigation.  There
      is no Proceeding pending or, to the Knowledge of the Purchaser,
      threatened against the Purchaser or Purchaser Europe, that: (a)
      questions the validity of this Agreement or any Transaction Document to
      which it is or will be a party or any action taken or to be taken by the
      Purchaser or Purchaser Europe in connection herewith or therewith; (b)
      seeks to enjoin the consummation of the transactions contemplated by
      this Agreement and any of the Transaction Documents to which the
      Purchaser or Purchaser Europe is or will be a party; or (c) which would
      reasonably be expected to have, individually or together with any other
      such Proceedings, a material adverse effect on the ability of the
      Purchaser or Purchaser Europe to consummate the transactions
      contemplated by this Agreement and the other Transaction Documents to
      which the Purchaser or Purchaser Europe is or will be a party.
    

    
      4.4       Investment
      Representations.  The Purchaser is purchasing the Purchased Equity
      Interests in WBS LLC and TEK Channel for investment purposes and not
      with a present view to, or for sale in connection with, any distribution
      thereof, within the meaning of the Securities Act.  Purchaser Europe is
      purchasing the Purchased Equity Interests in WBS Europe for investment
      purposes and not with a present view to, or for sale in connection with,
      any distribution thereof, within the meaning of the Securities Act.  The
      Purchaser and Purchaser Europe each acknowledge that such Purchased
      Equity Interests have not been registered under the Securities Act or
      qualified under applicable state securities laws and understands the
      restrictions on resale of such Purchased Equity Interests imposed by the
      Securities Act and such applicable state securities laws.  The Purchaser
      and Purchaser Europe also each acknowledge that there is presently no
      public market for any of the Purchased Equity Interests, that there may
      never be a public market for any of the Purchased Equity Interests, and
      that, even if such a market develops, the Purchaser and Purchaser Europe
      may never be able to sell or dispose of their respective Purchased
      Equity Interests and, accordingly, the Purchaser and Purchaser Europe
      must bear the economic risk of their respective investments potentially
      indefinitely.  The Purchaser and Purchaser Europe are each “accredited
      investors,” as that term is defined in Rule 501 under Regulation D
      promulgated under the Securities Act.
    

    
      4.5       Brokers.  Neither
      the Purchaser nor Purchaser Europe is obligated to pay any brokerage,
      finder’s or other fee or commission in connection with the transactions
      contemplated by this Agreement and the other Transaction Documents to
      which the Purchaser or Purchaser Europe is or will be a party.
    

    
      ARTICLE V
COVENANTS
    

    
      5.1       Conduct of the Companies
      Prior to Closing.  Except as directed by the Purchaser pursuant to
      this Agreement or the Management Agreement, from the date of this
      Agreement until the earlier to occur of: (x) the Closing; or (y) the
      termination of this Agreement pursuant to and in accordance with Section
      8.1 (the “Pre-Closing Period”), each of the Companies
      shall (and the Sellers shall cause each of the Companies to) conduct the
      Business only in the ordinary course of business consistent with past
      practice, preserve intact its business organization and relationships
      with customers, suppliers and others having business dealings with it
      and keep available the services of each of the Companies’ present
      officers and employees.  Without limiting the generality of the
      foregoing, except as directed by the Purchaser pursuant to this
      Agreement or the Management Agreement, during the Pre-Closing Period,
      each of the Companies shall (and the Sellers shall cause each of the
      Companies to):
    

    

    

    
      
        

        

      

      
        
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      (a)                          not amend, waive, terminate, or take any
      action that would constitute a breach under, any Material Contract or
      enter into any new Contract that would be a Material Contract;
    

    
      (b)                          not sell, assign, transfer, convey, lease
      or otherwise dispose of any of its assets, except for sales of inventory
      in the ordinary course of business;
    

    
      (c)                          other than monthly ten thousand dollar
      ($10,000) partner draws from WBS LLC to each of the Sellers, not
      declare, set aside or pay any dividend or distribution in respect of any
      capital of any of the Companies, or redeem, purchase or otherwise
      acquire any securities of any of the Companies;
    

    
      (d)                          not incur any material Indebtedness other
      than trade payables in the ordinary course of business consistent with
      past practice;
    

    
      (e)                          make payments on the One Step Debt so that
      it equals no more than seven hundred fifty thousand dollars ($750,000)
      as of the Closing;
    

    
      (f)                          not permit any Lien to encumber any of its
      assets, or otherwise subject any such assets to any Lien, other than
      Permitted Liens;
    

    
      (g)                          not waive or relinquish any material right
      or claim, other than in the ordinary course of business;
    

    
      (h)                          maintain all of its plant, machinery,
      equipment and leasehold improvements in good operating condition and
      repair in all material respects, ordinary wear and tear excepted;
    

    
      (i)                          not amend any of its Organizational
      Documents;
    

    
      (j)                          pay accounts payable and other obligations
      and liabilities in the ordinary course of business and in compliance
      with the terms and conditions of such obligations and liabilities;
    

    
      (k)                          maintain in all material respects inventory
      levels appropriate for the Business.
    

    
      (l)                          except as set forth on Section
      5.1(l) of the Disclosure Schedule, not modify the terms of,
      discount, setoff or accelerate the collection of any accounts receivable;
    

    
      (m)                          not take any action or fail to take any
      action that would result in any of the representations and warranties of
      the Sellers set forth in Article II or III to not
      continue to be true and correct in all material respects (in the case of
      representations and warranties not qualified as to materiality or
      Material Adverse Effect) or true and correct in all respects (in the
      case of representations and warranties qualified as to materiality or
      Material Adverse Effect);
    

    
      (n)                          not acquire or agree to acquire by merging
      or consolidating with, or by purchasing any material portion of the
      capital stock or assets of, or by any other manner, any business or any
      corporation, partnership, association or other business organization or
      division thereof;
    

    

    

    
      
        

        

      

      
        
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      (o)                          not make or commit to make any capital
      expenditures except in the ordinary course of business in amounts not to
      exceed twenty thousand dollars ($20,000) in the aggregate, or
      fail to make or materially delay any necessary capital expenditures;
    

    
      (p)                          not hire any new management-level employees
      (other than to fill vacancies created by the termination of employment
      of current management-level employees), enter into any employment
      Contract or collective bargaining agreement with any management-level
      employees, modify the terms of any existing such Contract or agreement
      or enter into any employment Contract with any current employee who does
      not have an employment Contract as of the date of this Agreement;
    

    
      (q)                          except in the ordinary course of business
      consistent with past practice or as required by applicable Law or any
      Employee Plan, not grant any increase in the base compensation of any
      employee;
    

    
      (r)                          except as required by applicable Law, not
      adopt, amend, modify or terminate any bonus, profit-sharing, incentive,
      severance or other Welfare Plan, deferred compensation, post-retirement
      benefits or pension plan;
    

    
      (s)                          not enter into any new Contract, business
      arrangement or relationship that would be required to be set forth in Section 2.24
      (Affiliate Transactions);
    

    
      (t)                          not enter into any material lease,
      sublease, license or easement of real property or terminate, renew,
      extend or amend any lease or sublease for any of the Leased Real
      Property;
    

    
      (u)                          not make any change in any method of
      accounting or accounting principles, practices or policies, other than
      those required by GAAP;
    

    
      (v)                          not cancel any debts owed to or claims held
      by it, other than in the ordinary course of business;
    

    
      (w)                          prepare and file on or before the due date
      thereof all Tax Returns required to be filed by such Company on or
      before the Closing Date, and pay all Taxes required to be paid by such
      Company during or prior to the Pre-Closing Period, in accordance with
      applicable Law;
    

    
      (x)                          not make, amend or revoke any material Tax
      election, change, request to change or consent to any change in its
      method of accounting for Tax purposes, apply to any Governmental
      Authority for a private letter ruling or similar ruling respect to
      Taxes, enter into any closing or other agreement with respect to Taxes
      with any Governmental Authority, settle any material Tax claim or
      assessment, or take any similar action relating to Taxes;
    

    
      (y)                          not enter into any Contract or otherwise
      become obligated to do any action prohibited under the foregoing subsections
      (a) – (w).
    

    
      Nothing contained in this Section 5.1 shall give the Purchaser or
      Purchaser Europe, directly or indirectly, the right to control or direct
      the operations of any of the Companies prior to the Closing and, prior
      to the Closing, each of the Companies shall exercise, consistent with
      the terms and conditions of this Agreement and the Management Agreement,
      complete control and supervision over its operations.
    

    
      5.2       Regulatory and Other
      Approvals.  
    

    
      (a)                          During the Pre-Closing Period, the
      Purchaser, each of the Companies and the Sellers shall (and the Sellers
      shall cause each of the Companies to), in good faith and in a timely
      manner, use their respective commercially reasonable efforts to take or
      cause to be taken all actions, do or cause to be done all things
      necessary, proper or advisable, and execute and deliver such documents,
      as may be required to cause the Closing conditions contained in Article VI
      applicable to such party to be satisfied, and refrain from taking any
      actions that would have the effect of delaying, impeding or preventing
      satisfaction of any of the Closing conditions contained in Article VI
      applicable to such party; provided that the Purchaser shall not
      be required to incur any out-of-pocket expenses in connection with any
      such matters.
    

    

    

    
      
        

        

      

      
        
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      (b)                          Without limiting the generality of Section
      5.2(a), during the Pre-Closing Period, the Purchaser, each of the
      Companies and the Sellers shall (and the Sellers shall cause each of the
      Companies to) use their respective commercially reasonable efforts to
      make all reasonably necessary or advisable filings with, obtain all
      reasonably necessary or advisable waivers, consents and approvals from
      Governmental Authorities and any other third parties (including the FCC
      Approval and the Contractual Consents).
    

    
      (c)                          During the Pre-Closing Period, the
      Purchaser, on the one hand, and the Sellers, on the other hand, shall:
      (i) provide regular written notices to the other party concerning, and
      otherwise keep the other party reasonably apprised of, the status of
      their process of obtaining the FCC Approval, the Contractual Consents
      and any other waivers, consents or approvals to be obtained in
      connection with the consummation of the transactions contemplated hereby
      (which shall include correct and complete copies of any correspondence
      or other communications received from the FCC, any other Governmental
      Authority or any other third party in connection therewith); and (ii)
      each provide the other party with the right to review in advance, and
      consult with the other party on, any filing, consent or approval
      request, or other communication with or to the FCC, any other
      Governmental Authority or any other third party in connection with their
      process of obtaining any such waiver, consent or approval.
    

    
      5.3                       Access
      to Information.  During the Pre-Closing Period, each of the
      Companies shall (and the Sellers shall cause each of the Companies to)
      permit the Purchaser and their representatives to have full access,
      during normal business hours and after reasonable prior notice to the
      Sellers, to the properties, books and records of the Companies; provided,
      however, that the parties agree to cooperate so that any such access
      does not unreasonably interfere with the conduct of the Business of the
      Companies.  All information provided or obtained pursuant to the
      foregoing shall be held by the Purchaser in accordance with and subject
      to the terms of the Mutual Non-Disclosure Agreement, dated February 24,
      2009, between Purchaser Parent and WBS LLC (the “Confidentiality
      Agreement”).
    

    
      5.4       Exclusivity.  During
      the Pre-Closing Period, neither any of the Companies nor any of the
      Sellers will, or will permit any of their respective officers,
      directors, members, employees, representatives or agents (collectively, “Representatives”)
      to, directly or indirectly, initiate, solicit or encourage any inquiries
      or the making or implementation of any proposal or offer with respect
      to, encourage, respond to (other than to state that an agreement
      precludes a substantive response), or enter into any term sheet or
      letter of intent concerning or Contract to effect: (i) any merger,
      consolidation, recapitalization, business combination or other
      transaction involving any of the Companies; (ii) any sale of any of the
      Companies’ respective assets outside the ordinary of business; or (iii)
      any sale, assignment or other transfer of any of the Equity Interests
      held by any of the Sellers (or any Lien incurred on any such Equity
      Interests) or any issuance of any new Equity Interests of any of the
      Companies (any such transaction, an “Alternative Transaction”).  The
      Sellers shall promptly (and in any event within three (3) Business Days)
      advise the Purchaser in writing of any inquiry, offer or proposal
      received by any of the Companies, any Seller or any of their respective
      Representative with respect to a proposed Alternative Transaction, which
      notice shall include a reasonable description of the material terms and
      conditions of the proposed Alternative Transaction (including the
      identity of the Person making the proposal) and correct and complete
      copies of any documents supplied by such Person in connection with the
      Alternative Transaction.  The Companies, the Sellers and their
      respective Representatives shall each immediately cease any discussions
      regarding any potential Alternative Transactions that were ongoing as of
      the date of this Agreement.
    

    
      5.5       Notification During the
      Pre-Closing Period of Breaches.  During the Pre-Closing Period, the
      Purchaser, on the one hand, and the Sellers, on the other hand, will
      each notify the other as soon as reasonably practicable (and in any
      event within three (3) Business Days) after it becomes aware of: (a) any
      material breach of any of their respective representations, warranties,
      covenants or agreements contained in this Agreement; or (b) any fact or
      condition that would cause a condition to the other party’s obligation
      to consummate the Closing set forth in Article VI to not be
      satisfied.  No such notice provided shall be deemed to supplement or
      amend any of the representations and warranties (or, with respect to the
      Sellers, the Disclosure Schedule) of the party providing such notice for
      purposes of determining whether any of the conditions set forth in Section
      6.1(a) or Section 6.2(a), as applicable, have been satisfied
      or in any way affect, limit or constitute a waiver of the liability of
      such party under this Agreement with respect to the matters set forth in
      such notice.
    

    

    

    
      
        

        

      

      
        
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      5.6       Employee Matters.  
    

    
      (a)                During the Pre-Closing Period, the Sellers will make
      the employees of the Companies (“Companies Employees”)
      reasonably available to the Purchaser to enable the Purchaser to
      evaluate and determine the Companies Employees to which it will offer
      employment with the Purchaser effective upon the Closing.  With respect
      to each Companies Employee, either: (i) the Purchaser will provide for
      employment by the Purchaser of such Companies Employee, effective upon
      the Closing, on the terms and conditions summarized in an offer letter
      to be provided by the Purchaser to such Companies Employee at least ten
      (10) days prior to the Closing (each, an “Offer Letter”);
      or (ii) such Companies Employee’s employment with the Companies will be
      terminated effective upon the Closing, such Companies Employee will
      execute and deliver to the Purchaser a separation and release agreement
      in form satisfactory to the Purchaser (each, a “Separation
      Agreement”), and the Purchaser will pay, or cause to be paid
      (including out of the assets of the Companies), to such Companies
      Employee such severance benefits as such Companies Employee is entitled
      to receive under such Companies Employee’s Separation Agreement (the “Companies
      Employees Severance Obligations”). During the Pre-Closing Period,
      the Purchaser will reasonably coordinate with the Sellers concerning its
      process of communicating with Companies Employees who will be offered
      positions with the Purchaser and those whose employment will be
      terminated, in each case as described in the preceding sentence of this Section 5.6(a).  The
      Companies shall (and the Sellers shall cause the Companies to) record
      the Companies Employees Severance Obligations in the financial
      statements of the Companies prior to the Closing but, as provided in the
      definition of NWC in Article IX, the Companies Employees
      Severance Obligations shall not be included in the NWC.
    

    
      (b)                This Section
      5.6 is solely an agreement among the Purchaser, the Companies and
      the Sellers and in no event will any Companies Employee have any right
      to enforce this Section 5.6, including any right with
      respect to continuance of employment by any of the Companies or with the
      Purchaser, nor shall this Agreement impede in any way the right of any
      of the Companies or the Purchaser to terminate any Companies Employee’s
      employment at any time.
    

    
      5.7       Publicity.  
    

    
      (a)       As promptly as reasonably practicable after the execution and
      delivery of this Agreement by the parties, the Purchaser, on the hand,
      and the Sellers, on the other hand, shall mutually agree upon a joint
      initial press release concerning this Agreement and the transactions
      contemplated hereby, which shall be disseminated at such time and in
      such manner as is agreed upon in writing by the Purchaser and the
      Sellers.  After such initial press release is disseminated, each party
      may issue further press releases and similar announcements without the
      consent of the other parties, provided that each such press release or
      similar announcement contains, with respect to information concerning
      this Agreement and the transactions contemplated hereby, solely the
      information that is contained in such initial press release.  Except as
      provided above in this Section 5.7(a), the parties will, and
      will cause each of their respective officers, directors, employee,
      agents and representatives to, maintain this Agreement and the other
      Transaction Documents in confidence, keeping the existence hereof and
      thereof and all terms and conditions set forth herein and therein
      confidential, and will not, and will cause each of their respective
      officers, directors, employee, agents and representatives to not, issue
      or cause the publication of any press release or other public
      announcement with respect to this Agreement, the other Transaction
      Documents or the transactions contemplated hereby or thereby without the
      prior consent of the Purchaser, on the one hand, and the Sellers, on the
      other hand.
    

    

    

    
      
        

        

      

      
        
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      (b)       Notwithstanding anything to the contrary in Section
      5.7(a), any party may make such disclosures concerning this
      Agreement, the other Transaction Documents and the transactions
      contemplated hereby and thereby as are required under applicable Law and
      legal process or securities exchange listing requirements, in each case
      as long as the disclosing party: (i) provides reasonable advance notice
      of such requirement to the non-disclosing parties so that the
      non-disclosing parties may seek a protective order or other appropriate
      remedy; (ii) reasonably cooperates with the non-disclosing party to
      obtain an appropriate protective order or other reliable assurance that
      confidential treatment will be accorded to such information, and (iii)
      discloses only such information as the disclosing party is advised by
      legal counsel that such disclosing party is legally required to
      disclose.  
    

    
      5.8       Release.
    

    
      (a)                          Conditioned and effective upon the Closing,
      in consideration of: (x) the Cash Europe Transaction Consideration to be
      provided by Purchaser Europe to WBS LLC hereunder, and (y) the U.S.
      Transaction Consideration to be provided by the Purchaser to each Seller
      hereunder (which each Seller agrees and acknowledges will benefit such
      Seller and constitutes adequate and sufficient consideration), each
      Seller (for purposes of this Section 5.8, each a “Releasor”),
      for himself and any and all Persons now or hereafter claiming through or
      asserting on behalf of the Releasor any actual or alleged right,
      interest, entitlement or claim whatsoever (each, a “Releasor
      Person”), forever fully and irrevocably releases, remises and
      discharges each of the Companies, its Affiliates (which shall, following
      the Closing, include the Purchaser and Purchaser Europe), each of their
      respective successors, predecessors and assigns, and each of the past,
      present and future directors, officers, partners, principals, managers,
      members, employees, agents, representatives, insurers and attorneys of
      any of the foregoing (collectively, the “Releasees”)
      from any and all Proceedings or Losses, whether in law or in equity,
      past or present, known or unknown, suspected or unsuspected, matured or
      unmatured, in respect of any action, omission or event occurring from
      the beginning of time to the date of this Release, in each case against
      any of the Releasees, which the Releasor or any Releasor Person has had,
      now has or may in the future have, against or with respect to any of the
      Releasees, whether or not relating to claims pending or asserted before
      or after the Closing, in each case except for the Non-Released Claims
      (as defined below) (collectively, the “Released Claims”).
    

    
      (b)                          Notwithstanding anything to the contrary in Section
      5.8(a), the Released Claims do not include any: (i) Proceeding or
      Losses to which Releasor or any Releasor Person may be entitled under or
      in connection with this Agreement and the other Transaction Documents;
      (ii) the accounts payable of the Companies to the Sellers described on Section
      5.8(b) of the Disclosure Schedule (collectively, the “Accrued
      Seller Draw Obligations”); or (iii) any accrued rights or benefits
      of the Releasor under any of the Companies’ respective employee benefit
      plans (collectively, the “Non-Released Claims”).
    

    
      (c)                          The Releasor agrees and acknowledges that:
      (i) in making his decision to provide the releases set forth in this Section
      5.8, the Releasor has relied solely on his own knowledge and
      judgment and the advice of his legal counsel and, without limiting the
      generality of the foregoing, is not relying on any promises,
      inducements, representations or warranties of any of the Companies, the
      Purchaser, Purchaser Europe, any of their respective Affiliates, or any
      of their respective directors, officers, partners, principals, managers,
      members, employees, agents and representatives, in each case to the
      extent not expressly referred to in this Agreement and the other
      Transaction Documents; (ii) there has been no assignment or other
      transfer by or on behalf of the Releasor of any interest in any Released
      Claim; (iii) he intends the releases set forth in this Section 5.8
      to be as comprehensive and broad as is permissible under applicable Law
      with respect to the Released Claims; and (iv) he and the Releasor
      Persons shall: (A) be forever barred from, directly or indirectly,
      bringing, continuing or in any manner assisting with any charge, claim
      or Proceeding of any kind, nature or character against or involving any
      of the Releasees arising out of, relating to or constituting any of the
      Released Claims, and (B) not otherwise have any recourse of any kind
      against any of the Releasees with respect to any of the Released Claims.
    

    

    

    
      
        

        

      

      
        
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      5.9       Non-Competition;
      Non-Solicitation; Non-Disparagement; and Confidentiality.  In
      consideration of: (x) the Cash Europe Transaction Consideration to be
      provided by Purchaser Europe to WBS LLC hereunder, and (y) the U.S.
      Transaction Consideration to be provided by the Purchaser to each Seller
      hereunder (which each Seller agrees and acknowledges will benefit such
      Seller and constitutes adequate and sufficient consideration), each of
      the Sellers covenants and agrees, severally and not jointly, as follows:
    

    
      (a)                          Non-Competition.  The
      Seller will not, at any time during the three (3) year period after the
      Closing, directly or indirectly, own, operate, manage, control,
      participate in, be employed by, consult with, advise or engage in
      services for any Person engaged in a Business; provided, however,
      that this Section 5.9(a) shall not prohibit the Seller from: (i)
      being a passive owner of not more than one percent (1%) of the
      outstanding capital stock of a Person which is publicly-traded, as long
      as the Seller has no active participation in such Person’s business; or
      (ii) continuing to invest, be employed by, consulting with or otherwise
      being involved with: (A) Green Grid Partners, LLC, a Colorado limited
      liability company that is engaged in the business of clean energy
      consulting and promotes more efficient use of the electrical grid, which
      targets power companies and large users of electricity and offers them a
      solution to reduce the cost per kilowatt hour they pay; or (B) ENKI, LLC
      (d/b/a PrimaCloud), a California limited liability company that is
      engaged in the business of cloud computing, in each case solely to the
      extent that each such company is not engaged in the Companies’ Business
      and continues to engage in the business described above in this Section
      5.9(a).
    

    
      (b)                          Non-Solicitation.  The
      Seller will not, at any time during the three (3) year period after the
      Closing, directly or indirectly: (i) induce or attempt to induce any
      Person who is a director, officer, employee or consultant of the
      Companies, the Purchaser or Purchaser Europe to leave the employ of or
      terminate or breach their respective Contracts or relationships with the
      Companies, the Purchaser or Purchaser Europe, or in any other way
      deliberately interfere with the relationship between the Companies, the
      Purchaser or Purchaser Europe and any such Person; (ii) solicit
      the employment of, or hire or otherwise engage, any Person who is or was
      a director, officer, employee or consultant of the Companies, the
      Purchaser or Purchaser Europe within the six (6) month period preceding
      such solicitation, hire or engagement; or (iii) induce or attempt to
      induce any customer, supplier, distributor or other business relation of
      or to any of the Companies, the Purchaser or Purchaser Europe to cease
      doing business with the Companies, the Purchaser or Purchaser Europe, to
      reduce or otherwise adversely change its business with the Companies,
      the Purchaser or Purchaser Europe, or in any other way deliberately
      interfere with the relationship between the Companies, the Purchaser or
      Purchaser Europe and any such customer, supplier, distributor or other
      business relation; provided, however, that no general
      advertisement or general solicitation not targeted to the directors,
      officers, employees or consultants of the Companies, the Purchaser or
      Purchaser Europe shall be deemed to be a solicitation thereof in
      violation of Section 5.9(b)(ii).
    

    
      (c)                          Non-Disparagement.  Except
      as required in statements made in court filings and proceedings in
      connection with any legal dispute between the parties, the Seller shall
      not, at any time after the Closing, directly or indirectly make any
      written or oral statement concerning the Purchaser, Purchaser Europe or
      any of their respective Affiliates (including the Companies) or any of
      the current or former directors, officers, stockholders and employees of
      the Purchaser, Purchaser Europe, any of their respective Affiliates
      (including the Companies), or the Business that is reasonably likely to
      be harmful to the Purchaser, Purchaser Europe, any such Affiliate or the
      Business, or the business or personal reputation of any such Person.
    

    

    

    
      
        

        

      

      
        
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      (d)                          Confidentiality.  Except
      and solely to the extent otherwise required by applicable Law, legal
      process or securities exchange listing requirements, the Seller shall
      not, at any time after the Closing, disclose to any Person or use for
      any purpose (other than exercising its rights and performing its
      obligations under this Agreement), any confidential or proprietary
      information of any of the Companies; provided, however, that
      before making any disclosure of any such information required by
      applicable Law, legal process or securities exchange listing
      requirements, the Seller shall: (i) provide reasonable advance notice of
      such requirement to the Purchaser so that the Purchaser may seek a
      protective order or other appropriate remedy; (ii) reasonably cooperate
      with the Purchaser to obtain an appropriate protective order or other
      reliable assurance that confidential treatment will be accorded to such
      information; and (iii) disclose only such information as the Seller is
      advised by legal counsel that such disclosing party is legally required
      to disclose.
    

    
      Each Seller agrees and acknowledges that its covenants set forth above
      in this Section 5.9: (x) are reasonable in geographic and
      temporal scope and in all other respects; (y) are fair to such Seller;
      and (z) have been made in order to induce the Purchaser to enter into
      this Agreement and consummate the transactions contemplated hereby and
      the Purchaser would not have entered into this Agreement or consummated
      the transactions contemplated hereby, but for the covenants of the
      Sellers contained in this Section 5.9.  If, at any time of
      enforcement of any of the provisions of this Section 5.9, a court
      determines that the duration, scope or area restrictions stated herein
      are not enforceable under applicable Law, the parties agree that the
      maximum duration, scope or area (as applicable) permitted by applicable
      Law shall be substituted for the duration, area or scope (as applicable)
      stated herein and the court shall be authorized by the parties to revise
      the restrictions contained herein to cover such maximum duration, area
      or scope (as applicable).  In the event of any conflict between the
      immediately preceding sentence of this Section 5.9 and Section
      10.7 (Severability), such precedence sentence shall control.
    

    
      5.10      Tax Covenants.
    

    
      (a)                          Responsibility
      for Taxes.
    

    
      (i)                                    The Sellers shall be responsible
      for payment of the following Taxes (or the non-payment thereof):
    

    
      (A)       All Taxes of the Companies, or for which any Company is
      liable, and all Taxes imposed or levied with respect to any assets of
      any of the Companies or the Business, for all Taxable periods ending on
      or before the Closing Date and the portion through the end of the
      Closing Date of any Straddle Period; and
    

    
      (B)       all Taxes of the Sellers for all Taxable periods;
    

    
      in each case including all Taxes of the Companies or of the Sellers
      resulting from the transactions contemplated by this Agreement.  In the
      case of Taxes that are payable with respect to a Straddle Period, the
      portion of any such Tax that is allocable to the portion of the Taxable
      period ending on the Closing Date shall be:  
    

    
      (1)       in the case of Taxes that are either (x) based upon or
      measured by income or receipts or (y) imposed in connection with any
      sale or other transfer or assignment of property (real or personal,
      tangible or intangible), deemed equal to the amount that would be
      payable if the Taxable period ended on the Closing Date; for the
      avoidance of doubt, Taxes incurred by reason of the transactions
      contemplated by this Agreement, including the deemed liquidations
      referred to in Section 1.10(a)(iii)(B), shall be allocated to the
      portion of the period ending on the Closing Date; and
    

    

    

    
      
        

        

      

      
        
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      (2)       in the case of other Taxes imposed on a periodic basis with
      respect to any of the Companies or any of their respective assets or the
      Business, or otherwise not feasibly allocated to specific transactions
      or events, deemed to be the amount of such Taxes for the entire Straddle
      Period multiplied by a fraction, the numerator of which is the number of
      days in the period ending on the Closing Date and the denominator of
      which is the number of days in the entire Straddle Period.
    

    
      (ii)                                   All transfer, documentary, sales,
      use, stamp, registration and other such Taxes and all conveyance fees,
      recording charges and other fees and charges (including any penalties
      and interest) (“Transfer Taxes”) incurred in connection
      with the consummation of the transactions contemplated by this Agreement
      shall be paid when due, one-half (1/2) by the Purchaser and Purchaser
      Europe (jointly and severally) and one-half (1/2) by the Sellers
      (jointly and severally).
    

    
      (iii)                                  The Sellers shall pay to the
      Purchaser or Purchaser Europe, as applicable, the amount of Taxes for
      which the Sellers are liable under this Section 5.10(a) that
      relate to a Tax Return described in Section 5.10(b)(iii) that is
      filed by the Purchaser, Purchaser Europe or any Company after the
      Closing Date, by wire transfer of immediately available funds to the
      account designated in writing by the Purchaser or Purchaser Europe, as
      applicable, at least three (3) days prior to the due date for filing
      such Tax Return.
    

    
      (b)                          Preparation
      and Filing of Tax Returns.
    

    
      (i)                                    The Sellers shall timely prepare
      and file or cause to be timely prepared and filed on behalf of the
      Companies all Income Tax Returns of the Companies for periods ending on
      or before the Closing Date that are filed after the Closing Date, and
      shall timely pay all Taxes shown as due thereon.  The Sellers shall
      provide the Purchaser or Purchaser Europe, as applicable, with copies of
      such Income Tax Returns, together with reasonable supporting workpapers,
      at least twenty-one (21) days prior to the due date for filing thereof
      (including any extension of time for filing in accordance with
      applicable Law), for the Purchaser’s or Purchaser Europe’s (as
      applicable) review and approval prior to filing, which approval shall
      not be withheld, conditioned or delayed unreasonably.  The Purchaser or
      Purchaser Europe, as applicable, shall be deemed to have approved any
      such Tax Return if it does not provide to the Sellers a written
      objection to such Tax Return, describing in reasonable detail the basis
      for such objection, within ten (10) days after receipt of such Tax
      Return. .
    

    
      (ii)                                   The Sellers shall timely prepare
      and file all Transfer Tax Returns and other documentation with respect
      to Transfer Taxes, and if required by applicable Law, the parties shall,
      and shall cause their respective Affiliates to, join in the execution of
      any such Transfer Tax Returns and other documentation.
    

    
      (iii)                                  The Purchaser or Purchaser
      Europe, as applicable, shall be responsible for filing or causing to be
      filed all other Tax Returns required to be filed by the Companies after
      the Closing Date.  If Sellers are responsible under Section
      5.10(a) for all or any portion of the Taxes relating to any such Tax
      Return, the Purchaser shall provide the Sellers with a copy of such
      completed Tax Return together with reasonable supporting workpapers and
      a statement certifying the amount of such Taxes for which the Sellers
      are responsible, at least twenty-one (21) days prior to the due date
      (including any extension of time for filing in accordance with
      applicable Law) for filing thereof, for the Purchaser’s review and
      approval prior to filing, which approval shall not be withheld,
      conditioned or delayed unreasonably.  The Sellers shall be deemed to
      have approved any such Tax Return if they do not provide to the
      Purchaser or Purchaser Europe, as applicable, a written objection to
      such Tax Return, describing in reasonable detail the basis for such
      objection, written then (10) days after receipt of such Tax Return
    

    

    

    
      
        

        

      

      
        
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      (iv)                                   The Companies shall bear up to an
      aggregate of seven thousand five hundred dollars ($7,500) of the
      reasonable fees and expenses incurred in connection with preparation of
      the Income Tax Returns of the Companies and Transfer Tax Returns
      pursuant to this Section 5.10(b); any amounts in excess of such
      amount shall be paid by the Sellers, jointly and severally.
    

    
      (c)                          Code
      Section 754 Election.  Notwithstanding anything to the contrary in
      this Agreement, upon (and solely upon) written notice from the Purchaser
      to the Sellers, the Sellers shall cause either or both WBS LLC and TEK
      Channel (as specified by the Purchaser in its notice) to make a valid
      and timely election under Code section 754 for the Taxable year of such
      Company ending on (or that includes) the Closing Date.  The Purchaser,
      in its discretion, may give such notice at any time prior to the tenth
      (10th) day preceding the due date (including any extension of
      time for filing in accordance with applicable Law) for the federal
      Income Tax Return that must include such Code section 754 election in
      order for such election to be valid.  The Purchaser will bear the cost
      of any reasonable professional fees incurred by the Companies or the
      Sellers in connection with such Code section 754 election.
    

    
      (d)                          Tax
      Treatment.  Each of the parties intends that the transactions
      contemplated by this Agreement shall be characterized for Tax purposes
      as described in Section 1.10, shall take all reasonable action
      necessary to secure such Tax characterization (including filing of
      appropriate Tax Returns) and shall not take any action (whether on a Tax
      Return or otherwise) inconsistent with such Tax characterization or that
      would make such Tax characterization unavailable.
    

    
      (e)                          Cooperation
      on Tax Matters.  Each party hereto shall cooperate fully, as and to
      the extent reasonably requested by any of them, in connection with the
      filing of Tax Returns and any audit, litigation or other proceeding with
      respect to Taxes.  Such cooperation shall include the retention and
      (upon the requesting party’s request) the provision of records and
      information that are reasonably relevant to any such audit, litigation
      or other proceeding and making employees available on a mutually
      convenient basis to provide additional information and explanation of
      any material provided hereunder.  The Purchaser, Purchaser Europe, the
      Companies and the Sellers agree: (i) to retain all books and records
      with respect to Tax matters pertinent to the Companies relating to any
      taxable period beginning before the Closing Date until the expiration of
      the statute of limitations (and, to the extent notified by either the
      Purchaser, Purchaser Europe or the Sellers, any extensions thereof) of
      the respective taxable periods, and to abide by all record retention
      agreements entered into with any Governmental Authority; and (ii) to
      give the other of such parties reasonable written notice prior to
      transferring, destroying or discarding any such books and records and,
      if another of such parties so requests, the applicable Company or the
      Sellers, as the case may be, shall allow such party to take possession
      of such books and records.  The Purchaser, Purchaser Europe and the
      Sellers further agree, upon request, to use their best efforts to obtain
      any certificate or other document from any Governmental Authority or any
      other Person as may be necessary to mitigate, reduce or eliminate any
      Tax that could be imposed (including with respect to the transactions
      contemplated hereby).
    

    
      5.11      Maintenance of Records.  Subject
      to Section 5.10(e), for a period of at least seven (7) years
      after the Closing Date: (a) the Purchaser, Purchaser Europe and the
      Sellers shall (and the Purchaser and Purchaser Europe shall cause each
      of the Companies to), each maintain their respective books and records
      in existence as of the Closing Date relating to the Companies; and (b)
      upon reasonable written notice, the Purchaser, Purchaser Europe and the
      Sellers shall each (and the Purchaser and Purchaser Europe shall cause
      each of the Companies to) furnish to the other and their respective
      representatives, employees, counsel and accountants access, during
      normal business hours and upon reasonable advance notice, such books and
      records relating to periods prior to the Closing Date, and shall permit
      such Persons to examine and copy, at the sole cost and expense of the
      party providing access, such books and records to the extent reasonably
      requested by the other party as is reasonably necessary for financial
      reporting, accounting and Tax matters, the preparation and filing of any
      returns, reports or forms or the defense of any claim or
      assessment.  The parties agree to cooperate so that such access does not
      unreasonably disrupt the normal operations of the Purchaser, Purchaser
      Europe, the Companies or the Sellers, as applicable.  The party
      providing information and access under this Section 5.11 (the “Providing
      Party”) may condition its obligations under this Section 5.11
      upon receipt by the Providing Party from the party requesting
      information and access under this Section 5.11 (the “Receiving
      Party”) of an agreement containing reasonable restrictions on the
      use and disclosure by the Receiving Party of information learned or
      provided as a result of such provision of information and access
    

    

    

    
      
        

        

      

      
        
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      5.12      Audit Expenses. The
      Companies shall (and the Sellers shall cause the Companies to) record in
      the financial statements of the Companies prior to the Closing the fees
      and expenses of Anton Collins Mitchell, LLP, the Companies’ auditors,
      incurred in connection with their preparation of audited 2008 Financial
      Statements and review of the unaudited 2009 Financial Statements
      (collectively, the “Audit Expenses”) but, as provided in
      the definition of NWC in Article IX, up to fifty-five thousand
      dollars ($55,000) of the Audit Expenses shall not be included in the NWC.
    

    
      ARTICLE VI
CONDITIONS TO CLOSING
    

    
      6.1       Conditions to the
      Obligation of the Purchaser and Purchaser Europe.  The obligation of
      the Purchaser and Purchaser Europe to consummate the transactions
      contemplated by this Agreement in connection with the Closing shall be
      subject to the satisfaction or waiver by the Purchaser on or prior to
      the Closing Date of each of the following conditions:
    

    
      (a)                          the representations and warranties of the
      Sellers contained in Articles II and III shall have
      been true and correct when made and be true and correct in all respects
      (if qualified by materiality or Material Adverse Effect) or true and
      correct in all material respects (if not qualified by materiality or
      Material Adverse Effect), as of the Closing Date (except with respect to
      those representations and warranties that are made as of a specific
      date, only as of such date);
    

    
      (b)                          the Companies and the Sellers shall have
      each duly performed and complied in all material respects with all
      covenants and agreements contained herein required to be performed or
      complied with by any of the Companies or the Sellers at or before the
      Closing;
    

    
      (c)                          the FCC Approval shall have been received
      by the parties or reasonably satisfactory notification shall have been
      received by the parties from the FCC that the FCC Approval is not
      required under applicable Telecommunications Law;
    

    
      (d)                          SVB shall have provided to Purchaser Parent
      and the Purchaser the financing described in the SVB Term Sheet on
      substantially the terms and conditions set forth therein;
    

    
      (e)                          the Purchaser shall have obtained an
      agreement with Vencore, in form satisfactory to the Purchaser,
      concerning treatment of the Vencore Debt in connection with consummation
      of the transactions contemplated hereby and termination of the Vencore
      Warrant effective upon the Closing (the “Vencore Consent and
      Warrant Termination Agreement”);
    

    
      (f)                          there shall not be in effect any injunction
      or other Order issued by a court of competent jurisdiction restraining
      or prohibiting the consummation of the transactions contemplated by this
      Agreement, and there shall be no litigation pending in which any
      Governmental Authority is seeking to enjoin, restrain or prohibit the
      consummation of the transactions contemplated by this Agreement;
    

    
      (g)                          there shall not have occurred, since the
      date of this Agreement, any Material Adverse Effect; and
    

    

    

    
      
        

        

      

      
        
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      (h)                          each of the actions set forth in Section 1.5(a)
      shall have occurred in accordance with its terms.
    

    
      6.2       Conditions to the
      Obligation of the Sellers.  The respective obligations of the
      Sellers to consummate the transactions contemplated by this Agreement in
      connection with the Closing shall be subject to the satisfaction or
      waiver by the Sellers on or prior to the Closing Date of each of the
      following conditions:
    

    
      (a)                          the representations and warranties of the
      Purchaser and Purchaser Europe contained in Article IV shall
      be true and correct in all respects (if qualified by materiality or
      material adverse effect) and shall be true and correct in all material
      respects (if not qualified by materiality or material adverse effect),
      as if made at and as of the Closing (except with respect to those
      representations and warranties that are made as of a specific date, only
      as of such date);
    

    
      (b)                          The Purchaser and Purchaser Europe shall
      have each duly performed and complied in all material respects with all
      covenants and agreements contained herein required to be performed or
      complied with by the Purchaser or Purchaser Europe at or before the
      Closing;
    

    
      (c)                          there shall not be in effect any injunction
      or other Order issued by a court of competent jurisdiction restraining
      or prohibiting the consummation of the transactions contemplated by this
      Agreement, and there shall be no litigation pending in which any
      Governmental Authority is seeking to enjoin, restrain or prohibit the
      consummation of the transactions contemplated by this Agreement; and
    

    
      (d)                          each of the actions set forth in Section 1.5(b)
      shall have occurred in accordance with its terms.
    

    
      ARTICLE VII
INDEMNIFICATION
    

    
      7.1       Survival of
      Representations and Warranties. Each of the respective
      representations and warranties of the Purchaser, Purchaser Europe and
      the Sellers contained in this Agreement shall survive the Closing until
      the two (2) year anniversary of the Closing Date, except that: (a) the
      representations and warranties of the Sellers set forth in Section 2.1
      (Existence; Good Standing; Authority; Enforceability), Section 2.2
      (No Conflicts; Consents), Section 2.3 (Capitalization), Section
      2.4 (Subsidiaries), Section 2.9 (Title to Assets) and Section
      2.27 (Brokers) and each Seller’s representations and warranties set
      forth in Section 3.1 (Authority; Enforceability), Section 3.2
      (No Conflicts; Consents), Section 3.4 (Title to Purchased Equity
      Interests) and Section 3.6 (Brokers) (collectively, the “Seller
      Fundamental Representations”) shall survive indefinitely after the
      Closing; (b) the representations and warranties of the Purchaser and
      Purchaser Europe set forth in Section 4.1 (Existence; Good
      Standing; Authority; Enforceability), Section 4.2 (No Conflicts;
      Consents) and Section 4.5 (Brokers) (collectively, the “Purchaser
      Fundamental Representations”) shall survive indefinitely after the
      Closing; and (c) the representations and warranties of the Sellers set
      forth in Section 2.14 (Employee Benefit Plans), Section
      2.16 (Environmental Matters), Section 2.17 (Taxes) and Section
      2.19 (Telecommunications Law) shall survive until sixty (60) days
      after the expiration of the statute of limitations applicable to the
      matters underlying each such representation and
      warranty.  Notwithstanding anything to the contrary in this Section 7.1,
      if a Notice of Claim has been provided by an Indemnified Party to an
      Indemnifying Party concerning the breach of a representation and
      warranty set forth in this Agreement prior to the end of the survival
      period that would otherwise apply to such representation and warranty,
      the end of the survival period of such representation and warranty shall
      be extended, solely with respect to such claim and any other claim
      reasonably related thereto or concerning the same facts, until such
      later date as such claim(s) have been fully and finally resolved in
      accordance with this Article VII.
    

    

    

    
      
        

        

      

      
        
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      7.2       Indemnification
      Obligations.
    

    
      (a)       Indemnification by the
      Sellers concerning the Companies.  Subject to the other provisions
      of this Article VII, the Sellers shall jointly and severally
      indemnify the Purchaser, Purchaser Europe and each of their respective
      Affiliates (which, following the Closing, shall include the Companies)
      and its and their respective directors, officers, employees,
      stockholders, partners, members, managers, agents and representatives
      (each, a “Purchaser Indemnified Party”) for any Losses of
      such Purchaser Indemnified Party resulting from, arising out of, or
      relating to: (i) any breach of, or inaccuracy in, any representation and
      warranty of the Sellers set forth in Article II; (ii) any
      breach of any covenant or agreement of any of the Companies contained in
      this Agreement occurring prior to or at the Closing or of any covenant
      or agreement contained in this Agreement in which the Sellers agree to
      cause any of the Companies to take or not take some action prior to or
      at the Closing; (iii) any inaccuracy in the Seller Closing Certificate
      with respect to matters described in the foregoing clauses (i)
      and (ii) of this Section 7.2(a); (iv) any of the matters
      described on Section 7.2(a)(iv) of the Disclosure Schedule; (v)
      any of the matters described on Section 7.2(a)(v) of the
      Disclosure Schedule; or (vi) any actual or threatened Taxes described in Section
      5.10(a), except to the extent accrued as a Current Liability
      included in the calculation of the Final NWC.
    

    
      (b)       Indemnification by each
      Seller Concerning such Seller.  Subject to the other provisions of
      this Article VII, each Seller shall, severally and not
      jointly, indemnify each of the Purchaser Indemnified Parties for any
      Losses of such Purchaser Indemnified Party resulting from, arising out
      of, or relating to: (i) any breach of, or inaccuracy in, any of any
      representations and warranties of such Seller set forth in Article III;
      (ii) any breach of any covenant or agreement of such Seller contained in
      this Agreement; or (iii) any inaccuracy in the Seller Closing
      Certificate with respect to matters described in the foregoing clauses
      (i) and (ii) of this Section 7.2(b).
    

    
      (c)       Indemnification by the
      Purchaser and Purchaser Europe.  Subject to the other provisions of
      this Article VII, the Purchaser and Purchaser Europe shall,
      jointly and severally, indemnify the Sellers and each of their
      respective Affiliates, directors, officers, employees, stockholders,
      partners, members, managers, agents and representatives (each, a “Seller
      Indemnified Party”) for any Losses of such Seller Indemnified Party
      resulting from, arising out of, or relating to: (i) any breach of, or
      inaccuracy in, any representation and warranty of the Purchaser and
      Purchaser Europe set forth in Article IV; (ii) any covenant
      or agreement of the Purchaser or Purchaser Europe contained in this
      Agreement; or (iii) any inaccuracy in the Purchaser Closing Certificate.
    

    
      7.3       Limitations on
      Indemnification Obligations.  
    

    
      (a)                             Notwithstanding anything to the contrary
      in Section 7.2(a) or (b), in no event shall the Sellers be
      required to provide indemnification under this Article VII:
      (i) unless and until the Purchaser Indemnified Parties shall have
      incurred aggregate indemnifiable Losses under this Article VII of
      at least fifty thousand dollars ($50,000) (the “Seller
      Indemnification Deductible”), at which point the Sellers shall be
      required to provide indemnification only with respect to any such
      indemnifiable Losses in excess of such amount; or (ii) for aggregate
      indemnifiable Losses under this Article VII in excess of the
      Seller Indemnification Cap; provided, however, that neither the
      Seller Indemnification Deductible nor the Seller Indemnification Cap
      shall be applicable to any Losses resulting from: (A) any breach of any
      covenant or agreement of any of the Companies or any of the Sellers set
      forth in this Agreement or any inaccuracy in the Seller Closing
      Certificate relating to any of such covenants or agreements; (B) any
      willful or intentional breach of this Agreement by any of the Companies
      or any of the Sellers; (C) any fraud by any of the Companies or any of
      the Sellers related to the transactions contemplated hereby; (D) any
      breach of, or inaccuracy in, any of the Seller Fundamental
      Representations or any inaccuracy in the Seller Closing Certificate
      relating to any of the Seller Fundamental Representations; or (E) any of
      the matters described in Section 7.2(a)(iv), (v), or (vi).
    

    

    

    
      
        

        

      

      
        
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      (b)                             Notwithstanding anything to the contrary
      in Section 7.2(c), in no event shall the Purchaser or Purchaser
      Europe be required to provide indemnification under this Article VII:
      (i) unless and until the Seller Indemnified Parties shall have incurred
      aggregate indemnifiable Losses under this Article VII of at least
      fifty thousand dollars ($50,000) (the “Purchaser
      Indemnification Deductible”), at which point the Purchaser and
      Purchaser Europe shall be required to provide indemnification only with
      respect to any such indemnifiable Losses in excess of such amount; or
      (ii) for aggregate indemnifiable Losses under this Article VII
      in excess of the Purchaser Indemnification Cap; provided, however,
      that neither the Purchaser Indemnification Deductible nor the Purchaser
      Indemnification Cap shall be applicable to any Losses resulting from:
      (A) any breach of any covenant or agreement of the Purchaser or
      Purchaser Europe set forth in this Agreement; (B) any willful or
      intentional breach of this Agreement by the Purchaser or Purchaser
      Europe; (B) any fraud by the Purchaser or Purchaser Europe related to
      the transactions contemplated hereby; or (C) any breach of, or
      inaccuracy in, any of the Purchaser Fundamental Representations or any
      inaccuracy in the Purchaser Closing Certificate relating to any of the
      Purchaser Fundamental Representations.
    

    
      7.4       Indemnification Claim
      Procedure. If any Purchaser Indemnified Party or Seller Indemnified
      Party, as applicable, in such capacity (the “Indemnified Party”),
      learns of any matter that it believes will entitle the Indemnified Party
      to indemnification from the Purchaser, Purchaser Europe or either or
      both of the Sellers, as applicable, in such capacity (the “Indemnifying
      Party”) under this Article VII, the Indemnified Party
      shall provide to Indemnifying Party notice describing the matter in
      reasonable detail, including the nature of the claim, the basis for the
      indemnification obligation and, to the extent reasonably estimable, the
      estimated Losses resulting therefrom (a “Notice of Claim”).  The
      Indemnifying Party shall have ten (10) Business Days after its receipt
      of the Notice of Claim to respond to the claim(s) described therein in a
      written notice to the Indemnified Party (a “Dispute Notice”)
      setting forth, in reasonable detail, the Indemnifying Party’s
      objection(s) to the claim(s) and its bases for such objection(s).  If
      the Indemnifying Party fails to provide a Dispute Notice with such time
      period, the Indemnifying Party will be deemed to have conceded the
      claim(s) set forth in the Notice of Claim.  If the Indemnifying Party
      does not dispute, in its Dispute Notice, all of he claims set forth in
      the corresponding Notice of Claim, the Indemnifying Party shall be
      deemed to have conceded any claims to which it has not disputed in such
      Dispute Notice.  If the Indemnifying Party provides a Dispute Notice
      within such time period, the Indemnified Party and the Indemnifying
      Party shall negotiate in good faith resolution of the disputed claim(s)
      for a period of not less than twenty (20) Business Days after the
      response is provided.  If the Indemnifying Party and the Indemnified
      Party are unable to resolve any such claim(s) within such time period,
      the Indemnified Party shall be entitled to pursue any legal remedies
      available to the Indemnified Party against the Indemnifying Party with
      respect to the unresolved claim(s), subject to Seller Indemnification
      Deductible, the Seller Indemnification Cap, the Purchaser
      Indemnification Deductible, the Purchaser Indemnification Cap and the
      other provisions of this Article VII, in each case to the
      extent applicable.
    

    
      7.5       Third Party Claims.
    

    
      (a)                          Notice.  With
      respect to any matter for which an Indemnified Party is entitled to
      indemnification from an Indemnifying Party under this Article VII
      that relates to a Claim or Proceeding by a third party (a “Third
      Party Claim”), the Indemnified Party shall promptly provide to the
      Indemnifying Party a Notice of Claim relating to such Third Party Claim; provided,
      however, that no failure by the Indemnified Party to provide, or
      delay in providing, a Notice of Claim shall relieve the Indemnifying
      Party of any liability hereunder except and to the extent that such
      failure or delay materially prejudices the Indemnifying Party’s ability
      to contest or resolve the matters underlying such Third Party Claim.
    

    
      (b)                          Assumption
      of the Defense.  The Indemnifying Party shall have thirty (30) days
      after receipt from the Indemnified Party of the Notice of Claim for a
      Third Party Claim to provide notice to the Indemnified Party of its
      election to assume, using legal counsel selected by it and reasonably
      acceptable to the Indemnified Party, the defense of the Third Party
      Claim at its own expense; provided, however, that if the
      Indemnifying Party’s assumption of the defense of any Third Party Claim
      would result in a conflict of interest arising out of the joint
      representation by legal counsel selected by the Indemnifying Party of
      the interests of both the Indemnifying Party and the Indemnified Party,
      the Indemnifying Party shall be entitled to engage separate legal
      counsel to represent the Indemnified Party (at the Indemnifying Party’s
      sole cost and expense) and, if the Indemnifying Party fails to do so
      during the thirty (30) day period referred to above, the Indemnifying
      Party shall not be entitled to assume the Indemnified Party’s defense of
      such Third Party Claim.  An Indemnifying Party’s election to assume the
      defense of any Third Party Claim shall constitute an irrevocable
      admission that any Losses resulting therefrom are indemnifiable Losses
      for which the Indemnified Party is entitled to indemnification from the
      Indemnifying Party under this Article VII unless, within sixty
      (60) days after receipt of the related Notice of Claim, the Indemnifying
      Party notifies the Indemnified Party that the Third Party Claim is not
      an indemnifiable claim hereunder and tenders the defense of such Third
      Party Claim to the Indemnified Party (but such notice and tender shall
      not relieve the Indemnifying Party of its responsibility for
      indemnification under this Article VII if it is ultimately
      determined that such Third Party Claim is an indemnifiable claim under
      this Article VII).  If the Indemnifying Party assumes the defense
      of a Third Party Claim, it shall thereafter promptly inform the
      Indemnified Party of all material developments related thereto and copy
      the Indemnified Party on all pleadings, filings and other correspondence
      relating thereto.  With respect to any Third Party Claim for which the
      Indemnifying Party has assumed the defense in accordance with this Section
      7.5(b): (i) the Indemnified Party shall have the right, but not the
      obligation, to participate in the defense of such Third Party Claim
      through legal counsel selected by it, but the costs and expenses of such
      legal counsel shall be borne solely by the Indemnified Party; and (ii)
      the Indemnified Party shall, during normal business hours and upon
      reasonable advance notice, at the cost and expense of the Indemnifying
      Party, cooperate in all reasonable ways with, make its relevant files
      and records reasonably available for inspection and copying by, make its
      employees reasonably available to, and otherwise render reasonable
      assistance to, the Indemnifying Party in connection with the Third Party
      Claim.
    

    

    

    
      
        

        

      

      
        
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      (c)                          Defense
      of Third Party Claim by the Indemnified Party.  If: (i) the
      Indemnified Party does not receive notice from the Indemnifying Party in
      which it elects to assume the defense of a Third Party Claim within the
      thirty (30) day time period set forth in Section 7.5(b); (ii) if,
      at any time after the Indemnifying Party has assumed the defense of a
      Third Party Claim, the Indemnifying Party fails to perform or
      unreasonably delays in performing its obligations to assume or pursue
      the defense of any such Thirty Party Claim; or (iii) within sixty (60)
      days after receipt of the related Notice of Claim, the Indemnifying
      Party notifies the Indemnified Party that the Third Party Claim is not
      an indemnifiable claim hereunder and tenders the defense of such Third
      Party Claim to the Indemnified Party, the Indemnified Party shall be
      entitled (but not obligated) to fully assume, commence and pursue its
      defense of such Third Party Claim and the Indemnified Party may
      thereafter cease its defense of such Third Party Claim at any time in
      its sole discretion.  If the Indemnified Party assumes the defense of a
      Third Party Claim, it shall thereafter promptly inform the Indemnifying
      Party of all material developments related thereto and copy the
      Indemnifying Party on all pleadings, filings and other correspondence
      relating thereto but, if and for so long as the Indemnified Party
      pursues the defense of such Third Party Claim, the Indemnifying Party
      shall no longer be entitled to defend such Third Party Claim.
    

    
      (d)                          Settlement.  If
      the Indemnifying Party (having assumed the defense of a Third Party
      Claim in accordance with Section 7.5(b)) or the Indemnified Party
      (having proceeded with its own defense of a Third Party Claim in
      accordance with Section 7.5(c)) proposes to settle or compromise
      such Third Party Claim, the Indemnifying Party or the Indemnified Party
      (as applicable) shall provide notice to that effect (together with a
      statement describing in reasonable detail the terms and conditions of
      such settlement or compromise and including a copy of the settlement
      agreement) to the Indemnified Party or the Indemnifying Party (as
      applicable), which shall be provided a reasonable time prior to the
      proposed time for effecting such settlement or compromise, and the
      Indemnifying Party or the Indemnified Party (as applicable) may not
      effect any such settlement or compromise without the prior written
      consent of the Indemnified Party or the Indemnifying Party, such consent
      to not be unreasonably withheld, delayed or conditioned.  
    

    

    

    
      
        

        

      

      
        
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      7.6       Satisfaction of
      Purchaser Indemnification Claim Amounts.
    

    
      (a)                             Any amount that is required to be paid
      to one or more Purchaser Indemnified Parties under this Article VII
      (a “Seller Indemnification Payment Amount”):
    

    
      (i)                                    by the Sellers under Section
      7.2(a) (Indemnification by the Sellers Concerning the Companies)
      shall be satisfied: (A) first, by cancellation of the Stock U.S.
      Transaction Consideration; (B) second, to the extent that the
      Stock U.S. Transaction Consideration is insufficient to satisfy such
      Seller Indemnification Payment Amount in full, by cancellation of the
      Notes U.S. Transaction Consideration; and (C) third, to the
      extent that the Stock U.S. Transaction Consideration and the Notes U.S.
      Transaction Consideration are insufficient to satisfy such Seller
      Indemnification Payment Amount in full, by wire transfer of immediately
      available funds of the unsatisfied part of the Seller Indemnification
      Payment Amount by the Sellers, jointly and severally, to the respective
      accounts of the Purchaser and Purchaser Europe (allocated between the
      Purchaser and Purchaser Europe in proportion to the Transaction
      Consideration for the Purchased Equity Interests that each is purchasing
      hereunder), in each case not later than five (5) Business Days after
      determination of the Seller Indemnification Payment Amount pursuant to
      this Article VII; and
    

    
      (ii)                                   by a Seller under Section
      7.2(b) (Indemnification by each Seller Concerning Such Seller),
      shall be satisfied: (A) first, by cancellation of such Seller’s
      Stock U.S. Transaction Consideration; (B) second, to the extent
      that such Seller’s Stock U.S. Transaction Consideration is insufficient
      to satisfy such Seller Indemnification Payment Amount in full, by
      cancellation of such Seller’s Notes U.S. Transaction Consideration; and
      (C) third, to the extent that such Seller’s Stock U.S.
      Transaction Consideration and Notes U.S. Transaction Consideration are
      insufficient to satisfy such Seller Indemnification Payment Amount in
      full, by wire transfer of immediately available funds of the unsatisfied
      part of the Seller Indemnification Payment Amount by such Seller to the
      respective accounts of the Purchaser and Purchaser Europe (allocated
      between the Purchaser and Purchaser Europe in proportion to the
      Transaction Consideration for the Purchased Equity Interests that each
      is purchasing hereunder), in each case not later than five (5) Business
      Days after determination of the Seller Indemnification Payment Amount
      pursuant to this Article VII.
    

    
      (b)                             For purposes of cancellation of Stock
      U.S. Transaction Consideration pursuant to Section 7.6(a), each
      share of Purchaser Parent Common Stock shall be valued at the greater
      of: (i) one dollar and fifteen cents ($1.15) (as adjusted in
      response to any stock split, reverse stock split, combination or similar
      transaction affecting Purchaser Parent Common Stock occurring after the
      date of this Agreement); or (ii) the Purchaser Parent Common Stock Price
      as of the date of cancellation.
    

    
      (c)                             Each Seller shall, upon cancellation of
      any of his Notes U.S. Transaction Consideration or Stock U.S.
      Transaction Consideration pursuant to Section 1.6(c) or Section
      7.6(a), tender to the Purchaser any promissory note(s) or stock
      certificate(s) in his possession evidencing such Notes U.S. Transaction
      Consideration or Stock U.S. Transaction Consideration, as applicable,
      for cancellation and the Purchaser shall, promptly after its receipt of
      such promissory note(s) or stock certificate(s), as applicable, deliver
      to such Seller a promissory note or stock certificate, as applicable,
      evidencing the portion (if any) of such Seller’s Notes U.S. Transaction
      Consideration or Stock U.S. Transaction Consideration, as applicable,
      remaining after such cancellation; provided that, for the
      avoidance of doubt, the failure by a Seller to tender to the Purchaser
      any promissory note(s) evidencing his Notes U.S. Transaction
      Consideration or any stock certificate(s) evidencing his Stock U.S.
      Transaction Consideration, in each case in connection with any
      cancellation thereof as required by this Section 7.6(c),
      shall not in any way affect the effectiveness of cancellation of such
      Notes U.S. Transaction Consideration or Stock U.S. Transaction
      Consideration.  If a Seller fails to tender to the Purchaser the stock
      certificate(s) evidencing his U.S. Purchaser Stock Consideration in
      connection with any cancellation thereof as required by this Section
      7.6(c) and such cancellation is thereby rendered ineffective or
      invalid, such Seller shall be conclusively deemed to have granted to the
      President of the Purchaser or Purchaser Europe (as applicable) (or his
      or her designee): (i) a proxy coupled with an interest to vote the
      Seller’s shares of Purchaser Parent Common Stock that were to have been
      cancelled at any meeting of the stockholders of Purchaser Parent, which
      proxy shall be irrevocable until such time as such Seller tenders such
      stock certificate(s) to the Purchaser or Purchaser Europe (as
      applicable); and (ii) a binding power of attorney, with full power of
      substitution, solely for the purpose of executing, on behalf of such
      Seller, any written consent of stockholders of Purchaser Parent in lieu
      of meeting with respect to the Seller’s shares of Purchaser Parent
      Common Stock that were to have been cancelled, which shall be effective
      until such time as such Seller tenders such stock certificate(s) to the
      Purchaser or Purchaser Europe (as applicable).
    

    

    

    
      
        

        

      

      
        
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      (d)                             Any cash payment required under this Section
      7.6 that is not made in full within five (5) Business Days after
      determination of such amount being due under this Article VII
      will thereafter bear interest, compounded annually, at a rate equal to
      the prime rate in effect from time to time (as published in The Wall
      Street Journal) plus two (2) percentage points, until paid in full.
    

    
      7.7       Satisfaction of Seller
      Indemnification Claim Amounts.  Any amounts that are required to be
      paid by the Purchaser or Purchaser Europe to one or more Seller
      Indemnified Parties under this Article VII (each, a “Purchaser
      Indemnification Payment Amount”) shall be satisfied in cash, by wire
      transfer of immediately available funds to the Seller’s account, not
      later than five (5) Business Days after determination of the Purchaser
      Indemnification Payment Amount pursuant to this Article VII
      (allocated between the Purchaser and Purchaser Europe in proportion to
      the Purchase Price of the Purchased Equity Interests that each is
      purchasing hereunder). Any cash payment required under this Section 7.7
      that is not made in full within five (5) Business Days after
      determination of such amount being due under this Article VII
      will thereafter bear interest, compounded annually, at a rate equal to
      the prime rate in effect from time to time (as published in the Wall
      Street Journal) plus two (2) percentage points, until paid in full.
    

    
      7.8       Materiality and Material
      Adverse Effect Qualifiers.  All materiality qualifications contained
      in the representations and warranties of the parties set forth in this
      Agreement (however they may be phrased and including the term “Material
      Adverse Effect”) shall be taken into account for purposes of this Article
      VII solely for purposes of determining whether a breach of such
      representation and warranty has occurred and, if such breach has
      occurred, all such materiality qualifications shall be ignored and not
      given any effect for purposes of determining the amount of Losses
      arising out of or relating to such breach of such representation and
      warranty under this Article VII.
    

    
      7.9       Reliance.  The
      respective representations and warranties made by the Sellers in Articles
      II and III and by the Purchaser and Purchaser Europe in Article
      IV are made by each such party with the knowledge and expectation
      that the other party is placing complete reliance thereon in entering
      into, and performing its obligations under, this Agreement.  No
      investigation made by or the benefit of any Indemnified Party or any of
      its representatives, nor any information or knowledge acquired or held
      by any Indemnified Party, whether the result of any such investigation
      or otherwise (including as a result of disclosure of any such
      information on the Disclosure Schedule), shall in any way limit,
      constitute a waiver of, or a defense to, any right of such Indemnified
      Party to receive indemnification pursuant to this Article VII
      from the applicable Indemnifying Party with respect to any of the
      representations and warranties of the Indemnifying Party set forth in
      this Agreement.
    

    
      7.10      Tax Treatment Indemnification
      Payments.  Any indemnification payments made pursuant to this Article
      VII shall be treated for all Tax purposes as adjustments to the
      Transaction Consideration paid by the Purchaser and Purchaser Europe for
      the respective Purchased Equity Interests being purchased by them
      hereunder, unless otherwise required by applicable Law.
    

    

    

    
      
        

        

      

      
        
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      ARTICLE VIII
TERMINATION
    

    
      8.1       Termination.  This
      Agreement may only be terminated, at any time prior to the Closing Date,
      as follows:
    

    
      (a)                          by the written agreement of the Purchaser
      and the Sellers;
    

    
      (b)                          by either the Purchaser, on the one hand,
      or the Sellers, on the other hand, if the Closing shall not have
      occurred on or before February 28, 2010 (the “End Date”); provided,
      however, that the right to terminate this Agreement under this Section 8.1(b)
      shall not be available to any party whose breach of any provision of
      this Agreement shall have caused, or resulted in, the failure of the
      Closing Date to occur on or before the End Date;
    

    
      (c)                          by the Purchaser, upon a breach of any
      representation and warranty, covenant or agreement of the Sellers or an
      individual Seller set forth in this Agreement, or if any representation
      and warranty of the Sellers or an individual Seller set forth in this
      Agreement shall become untrue, in either case such that the conditions
      to the obligations of the Purchaser and Purchaser Europe to consummate
      the Closing set forth in Section 6.1(a) or (b) (as
      applicable) would not be satisfied as of the time of such breach or as
      of the time such representation and warranty shall have become untrue; provided,
      however, that if such breach or untruth is curable by the Sellers or
      the applicable individual Seller prior to the End Date through the
      exercise of commercially reasonable efforts, then the Purchaser may not
      terminate this Agreement under this Section 8.1(c) prior to
      ten (10) Business Days following written notice having been provided by
      the Purchaser to the Sellers or the applicable individual Seller of such
      breach or untruth (and then only if such breach or untruth has not been
      cured);  
    

    
      (d)                          by the Sellers, upon a breach of any
      representation and warranty, covenant or agreement of the Purchaser or
      Purchaser Europe set forth in this Agreement or if any representation
      and warranty of the Purchaser or Purchaser Europe set forth in this
      Agreement shall become untrue, in either case such that the conditions
      to the Sellers’ obligation to consummate the Closing set forth in Section 6.2(a)
      or (b) (as applicable) would not be satisfied as of the time of
      such breach or as of the time such representation and warranty shall
      have become untrue; provided, however, that if such breach or
      untruth is curable by the Purchaser or Purchaser Europe prior to the End
      Date through the exercise of commercially reasonable efforts, then the
      Sellers may not terminate this Agreement under this Section 8.1(d)
      prior to ten (10) Business Days following written notice having been
      provided by the Sellers to the Purchaser of such breach or untruth (and
      then only if such breach or untruth has not been cured); or
    

    
      (e)                          by either the Purchaser, on the one hand,
      or the Sellers, on the other hand, if any condition to such party’s
      obligation to consummate the Closing set forth in Article VI
      shall have become incapable of satisfaction (other than as provided in Sections
      8.1(c) and (d)); provided, however, that the right to
      terminate this Agreement under this Section 8.1(e) shall not
      be available to any party whose breach of any provision of this
      Agreement shall have caused, or resulted in, such Closing condition to
      have become incapable of satisfaction.
    

    
      Any termination made in accordance with Section 8.1(b), (c),
      (d) or (e) shall be effective upon delivery of a notice of
      termination by the terminating party to each other party, which notice
      shall refer to the subsection of this Section 8.1 pursuant to
      which such termination is being made.
    

    
      8.2       Effect of Termination.  If
      this Agreement is terminated pursuant to Section 8.1, it shall
      become void and have no effect, without any liability to any party or
      any of its directors, officers, representatives, stockholders or
      Affiliates in respect hereof; provided, however, that:
    

    

    

    
      
        

        

      

      
        
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      (a)                          any such termination shall not affect the
      parties’ respective rights and obligations under Section 5.7
      (Publicity), Article X, the Confidentiality Agreement and
      this Section 8.2, which shall each survive such termination;
    

    
      (b)                          if such termination results from the: (i)
      willful failure of a party to perform a covenant or agreement set forth
      in this Agreement; or (ii) willful breach by a party of any of its
      representations and warranties set forth in this Agreement, such party
      shall be fully liable for any and all Losses incurred or suffered by the
      other parties as a result of such willful failure or willful breach;
    

    
      (c)                          the Purchaser and Purchaser Europe shall,
      at their election, either: (i) return to the Sellers all documents and
      other materials received from the Sellers, the Companies or any of their
      respective Affiliates, agents and representatives (including all copies
      of or materials developed from any such documents or other materials)
      relating to the transactions contemplated hereby, whether obtained
      before or after the execution hereof; or (ii) destroy the same and
      deliver to the Sellers a certificate signed by an officer of the
      Purchaser and Purchaser Europe confirming such destruction; and
    

    
      (d)                          each of the Companies shall (and the
      Sellers shall cause each of the Companies to), at its election, either:
      (i) return to the Purchaser and Purchaser Europe all documents and other
      materials received from the Purchaser, Purchaser Europe or any of their
      respective Affiliates, agents and representatives (including all copies
      of or materials developed from any such documents or other materials)
      relating to the transactions contemplated hereby, whether obtained
      before or after the execution hereof; or (ii) destroy the same and
      deliver to the Purchaser and Purchaser Europe a certificate signed by an
      officer of WBS LLC confirming such destruction.
    

    
      ARTICLE IX
DEFINITIONS
    

    
      9.1       Definition of Certain
      Terms.  The terms defined in this Article IX,
      whenever used in this Agreement (including in the Disclosure Schedule),
      shall have the respective meanings indicated below for all purposes of
      this Agreement.
    

    
      “Accrued Seller Draw Obligations” has the meaning set forth
      in Section 5.8(b).
    

    
      “Affiliate” means, with respect to any Person, a Person
      that directly or indirectly through one or more intermediaries,
      controls, is controlled by, or is under common control with such Person,
      with “control” (including the terms “controlled by” and
      “under common control with”) meaning the possession, directly or
      indirectly, of the power to direct or cause the direction of the
      management policies of a Person, whether through the ownership of voting
      securities, by contract or credit arrangement, as trustee or executor,
      or otherwise.  
    

    
      “Agreement” means this Purchase Agreement, including the
      Exhibits and Schedules hereto, as amended, supplemented and modified
      from time to time in accordance with its provisions.
    

    
      “Alternative Transaction” has the meaning set forth in Section
      5.4.
    

    
      “Applicable Law” has the meaning set forth in Section
      2.15.
    

    
      “Audit Expenses” has the meaning set forth in Section
      5.12.
    

    
      “Base U.S. Cash Transaction Consideration” has the meaning
      set forth in Section 1.1(b)(i).
    

    
      “Business” has the meaning set forth in the recitals.
    

    

    

    
      
        

        

      

      
        
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      “Business Day” means each Monday, Tuesday, Wednesday,
      Thursday and Friday that is not a day on which banking institutions in
      New York, New York are authorized or obligated by law or executive order
      to close.
    

    
      “Business Intellectual Property” has the meaning set forth
      in Section 2.11.
    

    
      “Cash Europe Transaction Consideration” has the meaning set
      forth in Section 1.1(a).
    

    
      “Cash U.S. Transaction Consideration” has the meaning set
      forth in Section 1.1(b)(i).
    

    
      “Charter” has the meaning set forth in the preamble.
    

    
      “Closing” has the meaning set forth in Section 1.2.
    

    
      “Closing Date” has the meaning set forth in Section
      1.2.
    

    
      “Closing Memorandum” means the memorandum delivered by the
      Sellers to the Purchaser pursuant to Section 1.3, which
      shall set forth: (a) the name of each Person to receive a payment under Section 1.3
      at the Closing; (b) the amount payable to each such Person; and (c) each
      such Person’s wire instructions.
    

    
      “Closing NWC Adjustment” has the meaning set forth in Section
      1.6(a).
    

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

    
      “Companies” has the meaning set forth in the preamble.
    

    
      “Companies Employees” has the meaning set forth in Section
      5.6(a).
    

    
      “Companies Employees Severance Obligation” has the meaning
      set forth in Section 5.6(a).
    

    
      “Companies Governmental Authorizations” means the Companies
      Permits and the Companies Telecommunications Licenses.
    

    
      “Companies Permits” has the meaning set forth in Section
      2.18.
    

    
      “Companies Telecommunications Licenses” has the meaning set
      forth in Section 2.19(b).
    

    
      “Confidentiality Agreement” has the meaning set forth in Section
      5.3.
    

    
      “Consent of Spouse” has the meaning set forth in Section
      1.5(a)(iii).
    

    
      “Contract” means any agreement, contract, commitment,
      instrument, undertaking or arrangement that is binding, in whole or in
      part, upon the parties thereto.
    

    
      “Contractual Consents” has the meaning set forth in Section
      2.2(b).
    

    
      “Disclosure Schedule” means the disclosure schedules
      setting forth exceptions to the representations and warranties made by
      the Sellers in Articles II and III, which is
      incorporated by reference into this Agreement and thereby made a part
      hereof.
    

    
      “Dispute Notice” has the meaning set forth in Section
      7.4.
    

    

    

    
      
        

        

      

      
        
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      “Downward Post-Closing NWC Adjustment Amount” has the
      meaning set forth in Section 1.6(c).
    

    
      “Employee Options Release Agreements” has the meaning set
      forth in Section 1.5(a)(viii).
    

    
      “Employee Plan” has the meaning set forth in Section
      2.14(a).
    

    
      “Employment Agreement” has the meaning set forth in Section
      1.7.
    

    
      “End Date” has the meaning set forth in Section
      8.1(b).
    

    
      “Environmental Law” means any U.S. federal, state, county,
      regional, foreign or local law, statute, rule, regulation, code,
      ordinance, order, decree or judgment relating to: (a) the manufacture,
      transport, use, treatment, storage, disposal of Hazardous Substances,
      Release or threat of Release; (b) pollution or the protection of human
      health, safety or the environment as they relate to Hazardous Substances
      or the environment (including natural resources, air, and surface or
      subsurface land or waters); or (c) natural resources, including laws
      relating to Releases or threats of Releases or otherwise relating to the
      manufacture, processing, distribution, use, presence, production,
      treatment, storage, disposal, transport, or handling of Hazardous
      Substances, including the Federal Water Pollution Control Act, as
      amended (33 U.S.C. §1251 et seq.), the Resource Conservation and
      Recovery Act, as amended (42 U.S.C. §6901 et seq), the Safe Drinking
      Water Act, as amended (42 U.S.C. §3000(f) et seq.), the Toxic Substances
      Control Act, as amended (15 U.S.C. §2601 et seq.), the Clean Air Act, as
      amended (42 U.S.C. §7401 et seq.), the Comprehensive Environmental
      Response, Compensation and Liability Act, as amended (42 U.S.C. §9601 et
      seq.), and other similar state and local statutes, and any regulations
      promulgated thereto.
    

    
      “Equitable Exceptions” means any limitations on the
      enforceability of obligations resulting from: (a) bankruptcy,
      insolvency, reorganization, moratorium or other requirements of Laws,
      Orders or equitable principles now or hereafter in effect relating to or
      affecting the enforcement of creditors’ rights or debtors’ obligations
      generally; and (b) as to the remedy of specific performance and
      injunctive and other forms of equitable relief, the imposition of
      equitable defenses and the discretion of the Judicial Authority before
      which any Proceeding therefor may be brought.
    

    
      “Equity Interests” means: (a) with respect to Person
      organized as a corporation, shares of the  stock of such Person (or any
      options, warrants, debt or other securities convertible into,
      exercisable for or exchangeable for, stock); (b) with respect to a
      Person organized as a limited liability company, LLC ownership
      interests, units or other equity interests of such Person (or any
      options, warrants, debt or other securities convertible into,
      exercisable for or exchangeable for, any such equity interests); and (c)
      with respect to a Person organized as any other type of entity, the
      interests representing ownership of such Person (or any options,
      warrants, debt or other securities convertible into, exercisable for or
      exchangeable for, any such interests).
    

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

    
      “ERISA Affiliate” means any trade or business (whether or
      not incorporated) which, together with the Companies (or its
      successors), is or would have been at any date of determination
      occurring since the formation of the Companies, treated as a single
      employer under Section 414 of the Code.
    

    
      “Estimated NWC” has the meaning set forth in Section
      1.6(a).
    

    
      “FCC” means the United States Federal Communications
      Commission.
    

    

    

    
      
        

        

      

      
        
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      “FCC Approval” means the approval of the FCC under 47
      C.F.R. §63.24 to assign or transfer control to the Purchaser of the
      Telecommunications Licenses issued by the FCC to any of the Companies
      pursuant to 47 U.S.C. §214.
    

    
      “Final Post-Closing NWC Statement” has the meaning set
      forth in Section 1.6(b).
    

    
      “Final NWC” has the meaning set forth in Section
      1.6(b).
    

    
      “Financial Statements” has the meaning set forth in Section
      2.5(a).
    

    
      “GAAP” means United States generally accepted accounting
      principles in effect as of the date of this Agreement.
    

    
      “Governmental Authority” means any: (a) federal, state,
      regional, county, city, municipal or local government, whether foreign
      or domestic; (b) governmental or quasi-governmental authority of any
      nature, including any regulatory or administrative agency, commission,
      department, board, bureau, court, tribunal, arbitrator, arbitral body,
      agency, branch, official entity or other administrative or regulatory
      body obtaining authority from any of the foregoing, including courts,
      public utilities, sewer authorities and any supra-national organization,
      state, county, city or other political subdivision; or (c) other Person
      exercising or entitled to exercise any administrative, executive,
      judicial, legislative, police, regulatory or taxing authority or power
      of any nature, including the Telecommunications Operating Authorities.
    

    
      “Hazardous Substance” means any hazardous substance as
      defined in 42 U.S.C. § 9601(14), any hazardous waste as defined by 42
      U.S.C. §6903(5), any pollutant or contaminant as defined by 42 U.S.C.
      §9601(33), any toxic substance, oil or hazardous material or other
      chemical or substance (including any petroleum product or by-product,
      asbestos in any form, polychlorinated biphenyls, urea formaldehyde or
      perchlorate) regulated by or forming the basis of liability under any
      applicable Environmental Laws, or any other material or substance that
      is listed or classified as hazardous pursuant to any applicable
      Environmental Law.
    

    
      “Hollander” has the meaning set forth in the preamble.
    

    
      “Income Tax” means any federal, state, local or foreign Tax
      that, in whole or in part, is based on, measured by or calculated by
      reference to income, profits or gains, including any state or local
      franchise Tax, and including any interest, penalty or addition thereto,
      whether or not disputed.
    

    
      “Indebtedness” means, as to any Person: (a) all
      indebtedness to any other Person for borrowed money; (b) all obligations
      evidenced by bonds, debentures, notes or other instruments; (c) all
      obligations upon which interest charges are customarily paid or owed
      (other than trade payables incurred in the ordinary course of business);
      (d) capitalized lease obligations, synthetic lease obligations, sale
      leaseback obligations and other similar indebtedness obligations,
      whether secured or unsecured; and (e) all such indebtedness of any other
      Person which is directly or indirectly guaranteed by such Person or
      which such Person has agreed (contingently or otherwise) to purchase or
      otherwise acquire or in respect of which it has otherwise assured
      against loss, but not including, for the purposes of each of the
      foregoing clauses (a) through and including (e), any
      inter-company payables or other obligations solely among such Person and
      any direct or indirect wholly-owned Subsidiaries of such Person.
    

    
      “Initial Installment Shares” means an aggregate of one
      hundred sixty-six thousand nine hundred fifty-six (166,956) shares of
      the Stock U.S. Transaction Consideration, allocated between the Sellers
      as set forth on Schedule A.
    

    
      “Indemnified Party” has the meaning set forth in Section
      7.4.
    

    

    

    
      
        

        

      

      
        
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      “Indemnifying Party” has the meaning set forth in Section
      7.4.
    

    
      “Independent Accountants” has the meaning set forth in Section
      1.6(b).
    

    
      “Intellectual Property”  means any patents, utility models,
      industrial designs, trademarks, service marks, trade names, domain
      names, copyrights, trade secrets, know how, technology and inventions
      and any registrations or applications for registration of any of the
      foregoing.
    

    
      “IRS” means the United States Internal Revenue Service.
    

    
      “Judicial Authority” means any court, arbitrator, special
      master, receiver, tribunal or similar body of any kind, whether foreign
      or domestic (including any Governmental Authority exercising judicial
      powers or functions of any kind).
    

    
      “Knowledge of the Companies” and correlative phrases such
      as “the Companies’ Knowledge” means the knowledge
      that Charter, Hollander, Greg Sadler, Chad Jensen, Nicole DeHerrera,
      Justin Marron or Erin Klietzke actually has or the knowledge that
      any such person would be reasonably expected to obtain after making the
      same reasonable inquiry that a reasonably prudent business person would
      have made in the management and conduct of a business in order to gain a
      reasonable understanding of the matter.
    

    
      “Law” means any treaty, statute, law, ordinance,
      regulation, Order or rule issued, promulgated or entered by or with any
      Governmental Authority.
    

    
      “Leased Real Property” has the meaning set forth in Section
      2.12.
    

    
      “Lien” means any mortgage, pledge, deed of trust,
      hypothecation, claim, security interest, title defect, encumbrance,
      burden, charge or other similar restriction, lease, sublease, claim,
      title retention agreement, option, easement, covenant, encroachment or
      other adverse claim.
    

    
      “Loss” means any claim, liability, shortage, damage,
      diminution in value, settlement, deficiency, expense (including
      reasonable attorneys’ and accountants’ fees), assessment, Tax, or loss
      of any kind.
    

    
      “Management Agreement” has the meaning set forth in Section
      1.8.
    

    
      “Material Adverse Effect” means any material adverse effect
      on: (a) the business, operations, properties, Liabilities, prospects or
      results of operations of the Companies, taken as a whole; or (b) the
      ability of any of the Companies or the Seller(s) to perform any of their
      respective obligations under this Agreement or to consummate the
      transaction contemplated hereby.
    

    
      “Material Contracts” has the meaning set forth in Section
      2.10(a).
    

    
      “Non-Released Claims” has the meaning set forth in Section
      5.8(b).
    

    
      “Notes U.S. Transaction Consideration” has the meaning set
      forth in Section 1.1(b)(iii).
    

    
      “Notice of Claim” has the meaning set forth in Section
      7.4.
    

    
      “NWC” means Current Assets minus Current Liabilities, with:
      (a) the “Current Assets” consisting of cash and cash
      equivalents, short-term investments, accounts receivable, inventory,
      deposits (including lease deposits), retainers, work in process, prepaid
      expenses, and other current assets of the Companies, in each case as
      determined in accordance with GAAP (excluding: (i) any effects from
      purchase accounting; and (ii) any receivables from any of the Sellers or
      any other related parties); and (b) “Current Liabilities”
      consisting of accounts payable, accrued expenses, the current portion of
      long term indebtedness, and other current liabilities of the Companies,
      in each case as determined in accordance with GAAP (excluding: (i) any
      effects from purchase accounting; (ii) up to fifty-five thousand dollars
      ($55,000) of Audit Expenses; and (iii) the Companies Employees Severance
      Obligation); provided, however, that the Current Liabilities
      shall include all of the Accrued Seller Draw Obligations, regardless of
      whether or not they would otherwise constitute ‘current liabilities’ of
      the Companies under GAAP.
    

    

    

    
      
        

        

      

      
        
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      “NWC Dispute Notice” has the meaning set forth in Section
      1.6(b).
    

    
      “Offer Letters” has the meaning set forth in Section
      5.6(a).
    

    
      “One Step” means One Step Consulting, Inc.
    

    
      “One Step Debt” means the Liabilities of the Companies
      under the Settlement Agreement, dated as of May 15, 2008, by and among
      WBS LLC, the Sellers, WBS Inc., TEK Channel, WBS Direct, L.L.C., One
      Step, Charles Gucker and Christopher Zydel.
    

    
      “One Step Release Agreement” has the meaning set forth in Section
      1.5(a)(v).
    

    
      “Order” means any judgment, writ, decree, directive,
      decision, injunction, ruling, award or order (including any consent
      decree or cease and desist order) of any kind of any Governmental
      Authority or Judicial Authority.
    

    
      “Organizational Documents” of a Person means: (a) its
      articles of incorporation, certificate of incorporation, certificate of
      formation or similar document(s) filed with a Governmental Authority,
      which filing forms or organizes the Person; and (b) its bylaws, limited
      liability company operating agreement, partnership agreement, trust
      agreement or similar document(s), whether or not filed with a
      Governmental Authority, which organize or govern the internal affairs of
      such Person, in the case of each of clause (a) and (b)
      above, as amended to date and in effect at the time in question.
    

    
      “PBGC” has the meaning set forth in Section 2.14(b).
    

    
      “Permit” means any permit, license, authorization,
      registration, franchise, approval, certificate, variance, waiver or
      other authorization, approval, consent, clearance or similar right
      issued, granted or obtained by or from any Governmental Authority.
    

    
      “Permitted Liens” means: (a) Liens for Taxes that are being
      contested in good faith and for which appropriate reserves have been
      established on the Financial Statements or that are not yet due; (b)
      Liens arising under workers’ compensation, unemployment insurance,
      social security, retirement or similar legislation; (c) mechanic’s,
      materialmen’s, carrier’s, repairer’s and other similar Liens arising or
      incurred in the ordinary course of business or that are not yet due and
      payable or that are being contested in good faith; (d) easements, rights
      of way, encroachments and restrictions, zoning ordinances and other
      similar encumbrances affecting the Leased Real Property that would be
      shown on, or disclosed by, a current title report or survey, and which
      individually or in the aggregate, do not materially interfere with the
      use or possession by any of the Companies of the Leased Real Property;
      and (e) statutory Liens in favor of lessors arising in connection with
      any property leased to any of the Companies which, individually or in
      the aggregate, are not material and do not materially interfere with the
      use or possession by any of the Companies of any of the Leased Real
      Property.
    

    
      “Person” means any natural person, firm, partnership,
      association, corporation, Companies, limited liability company, trust,
      business trust, Governmental Authority or other entity.
    

    

    

    
      
        

        

      

      
        
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      “Post-Closing NWC Statement” has the meaning set forth in Section
      1.6(b).
    

    
      “Pre-Closing Period” has the meaning set forth in Section
      5.1.
    

    
      “Preliminary NWC Statement” has the meaning set forth in Section
      1.6(a).
    

    
      “Proceeding” means any action, suit, arbitration,
      mediation, litigation or hearing involving any Governmental Authority or
      Judicial Authority.  
    

    
      “Purchased Equity Interests” has the meaning set forth in
      the recitals.
    

    
      “Purchaser” has the meaning set forth in the preamble.
    

    
      “Purchaser Closing Certificate” has the meaning set forth
      in Section 1.5(b)(v).
    

    
      “Purchaser Europe” has the meaning set forth in the
      preamble.
    

    
      “Purchaser Fundamental Representations” has the meaning set
      forth in Section 7.1.
    

    
      “Purchaser Indemnification Cap” means the amount of money
      equal to the sum of: (a) the Base U.S. Cash Transaction Consideration;
      (b) the Cash Europe Transaction Consideration; (c) the U.S. Notes
      Transaction Consideration; and (d) the U.S. Stock Transaction
      Consideration.
    

    
      “Purchaser Indemnification Deductible” has the meaning set
      forth in Section 7.3(b).
    

    
      “Purchaser Indemnification Payment Amount” has the meaning
      set forth in Section 7.7.
    

    
      “Purchaser Indemnified Party” has the meaning set forth in Section
      7.2(a).
    

    
      “Purchaser Parent” means Global Telecom & Technology, Inc.,
      a Delaware corporation.
    

    
      “Purchaser Parent Common Stock” means the Common Stock, par
      value $0.001 per share, of Purchaser Parent.
    

    
      “Purchaser Parent Common Stock Price” as of a
      certain day, means the volume weighted average price, over the
      ten (10) trading days preceding such day, of Purchaser Parent Common
      Stock, as reported for consolidated transactions on the Nasdaq Stock
      Market or, if Purchaser Parent Common Stock is not then listed or
      admitted to trading on the Nasdaq Stock Market, on the principal
      national securities exchange on which Purchaser Parent Common Stock is
      listed or admitted to trading or, if Purchaser Parent Common Stock is
      not then listed or admitted to trading on any national securities
      exchange, in the over-the-counter market (as reported by the National
      Association of Securities Dealers, Inc. Automated Quotations System or
      such other system then in use) or, if Purchaser Parent Common Stock is
      not then quoted on the over-the-counter market, as reasonably determined
      in good faith by Purchaser Parent’s Board of Directors.
    

    
      “Real Estate Leases” has the meaning set forth in Section
      2.12.
    

    
      “Release” means any spilling, leaking, pumping, pouring,
      emitting, emptying, discharging, injecting, escaping, migration,
      leaching, placing, discarding, dumping or disposing of any Hazardous
      Substances into the environment (including the abandonment of barrels,
      containers or other closed receptacles containing any Hazardous
      Substances).
    

    
      “Released Claims” has the meaning set forth in Section
      5.8(a).
    

    

    

    
      
        

        

      

      
        
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      “Releasees” has the meaning set forth in Section
      5.8(a).
    

    
      “Releasor” has the meaning set forth in Section
      5.8(a).
    

    
      “Releasor Person” has the meaning set forth in Section
      5.8(a).
    

    
      “Representatives” has the meaning set forth in Section
      5.4.
    

    
      “Second Installment Shares” means an aggregate of one
      hundred sixty-six thousand nine hundred fifty-six (166,956) shares of
      the Stock U.S. Transaction Consideration, allocated between the Sellers
      as set forth on Schedule A.
    

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

    
      “Sellers” has the meaning set forth in the preamble.
    

    
      “Seller Closing Certificate” has the meaning set forth in Section
      1.5(a)(xiii).
    

    
      “Seller Fundamental Representations” has the meaning set
      forth in Section 7.1.
    

    
      “Seller Indemnification Cap” means the amount of money
      equal to the sum of: (a) the Base U.S. Cash Transaction Consideration;
      (b) the Cash Europe Transaction Consideration; (c) the U.S. Notes
      Transaction Consideration; and (d) the U.S. Stock Transaction
      Consideration.
    

    
      “Seller Indemnification Deductible” has the meaning set
      forth in Section 7.3(a).
    

    
      “Seller Indemnification Payment Amount” has the meaning set
      forth in Section 7.6(a).
    

    
      “Seller Indemnified Party” has the meaning set forth in Section
      7.2(c).
    

    
      “Separation Agreement” has the meaning set forth in Section
      5.6(a).
    

    
      “Shares” has the meaning set forth in Section 3.5.
    

    
      “State Telecommunications Operating Authority” means any
      state public utilities commission, public service commission or other
      state Governmental Authority having authority over the provision of
      telecommunications services by any of the Companies in such state.
    

    
      “Stock U.S. Transaction Consideration” has the meaning set
      forth in Section 1.1(b)(ii).
    

    
      “Straddle Period” means any Tax period that begins before
      the Closing Date and ends after the Closing Date.
    

    
      “Subsidiary” means, with respect to any Person, any other
      Person (other than a natural person), whether incorporated or
      unincorporated, of which at least a majority of the securities or
      ownership interests having by their terms ordinary voting power to elect
      a majority of the board of directors or other Persons performing similar
      functions is directly or indirectly owned or controlled by the first
      Person or by one or more of its respective Subsidiaries.
    

    
      “SVB” means Silicon Valley Bank.
    

    

    

    
      
        

        

      

      
        
          50
        

        
          


        

      

      
        

        

      

    

    

    

    
      “SVB Debt” means the Obligations (as defined therein) under
      the Loan and Security Agreement, dated as of April 11, 2008, among
      Silicon Valley Bank, WBS LLC, WBS Inc. and TEK Channel, as amended.
    

    
      “SVB Term Sheet” has the meaning set forth in Section
      1.9.
    

    
      “Target NWC” has the meaning set forth in Section
      1.6(a).
    

    
      “Tax” or “Taxes” means any federal,
      state, local or foreign income, gross receipts, license, payroll,
      employment, excise, severance, stamp, occupation, premium, windfall
      profits, environmental, telecommunications, customs duties, capital
      stock, franchise, profits, withholding, social security, unemployment,
      disability, real property, personal property, sales, use, transfer,
      registration, value added, alternative or add-on minimum, service,
      recording, import, export, estimated or other tax or assessment of any
      kind whatsoever, whether computed on a separate, consolidated, unitary,
      combined or any other basis, including any interest, penalty or addition
      thereto, whether disputed or not, and including any Liability in respect
      of any of the foregoing payable by reason of Contract, assumption,
      transferee liability or operation of law or as an indemnitor, guarantor,
      surety or in a similar capacity.
    

    
      “Tax Return” means any return, declaration, report, claim
      for refund, information return or statement filed or required to be
      filed with respect to any Tax, including any schedule or attachment
      thereto and any amendment thereof.
    

    
      “TEK Channel” has the meaning set forth in the preamble.
    

    
      “Telecommunications Laws” means the Communications Act of
      1934, as amended (including by the Telecommunications Act of 1996) and
      any rules, regulations or policies promulgated by the FCC or any other
      Telecommunications Operating Authority.  
    

    
      “Telecommunications Operating Authority” means the FCC and
      any State Telecommunications Operating Authority.
    

    
      “Third Installment Shares” means an aggregate of one
      hundred sixty-six thousand nine hundred fifty-eight (166,958) shares of
      the Stock U.S. Transaction Consideration, allocated between the Sellers
      as set forth on Schedule A.
    

    
      “Third Party Claim” has the meaning set forth in Section
      7.5(a).
    

    
      “Transaction Consideration” has the meaning set forth in Section
      1.1(b).
    

    
      “Transaction Documents” has the meaning set forth in Section
      2.1(b).
    

    
      “Transfer Taxes” has the meaning set forth in Section
      5.10(a)(ii).
    

    
      “Upward Post-Closing NWC Adjustment Amount” has the meaning
      set forth in Section 1.6(c).
    

    
      “U.S. Transaction Consideration” has the meaning set forth
      in Section 1.1(b).
    

    
      “Vencore” means VenCore Solutions, LLC.
    

    
      “Vencore Debt” means the Liabilities of the Companies under
      the Master Lease Agreement, dated on or about June 25, 2008, among WBS
      LLC, VenCore and TEK Channel, as amended.
    

    

    

    
      
        

        

      

      
        
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      “Vencore Warrant” means the Warrant, dated as of June 25,
      2008, issued by WBS LLC to VenCore.
    

    
      “Vencore Consent and Warrant Termination Agreement” has the
      meaning set forth in Section 6.1(e).
    

    
      “Virginia Courts” has the meaning set forth in Section 10.9.
    

    
      “WARN Act” means the United States Worker Adjustment and
      Retraining Act, 29 U.S.C. §2101, et seq., and the rules and
      regulations promulgated thereunder from time to time.
    

    
      “WBS Europe” has the meaning set forth in the preamble.
    

    
      “WBS Inc.” means WBS Connect, Inc., a Colorado corporation.
    

    
      “WBS LLC” has the meaning set forth in the preamble.
    

    
      “WBS LLC Stock Incentive Plan” means the WBS Connect LLC
      2008 Equity Option Plan.
    

    
      “Welfare Plan” has the meaning set forth in Section
      2.14(a).
    

    
      “2008 Financial Statements” has the meaning set forth in Section
      2.5(a).
    

    
      “2009 Financial Statements” has the meaning set forth in Section
      2.5(a).
    

    
      Certain other terms used in this Agreement shall have the respective
      meanings or interpretations set forth in Section 10.13.
    

    
      ARTICLE X
GENERAL PROVISIONS
    

    
      10.1      Expenses.  Except as
      otherwise specifically provided for in this Agreement: (i) the Purchaser
      and Purchaser Europe shall bear all of their respective expenses, costs
      and fees (including attorneys’, auditors’ and financing fees, if any)
      incurred in connection with the transactions contemplated hereby,
      including the preparation, execution and delivery of this Agreement and
      compliance herewith, whether or not the Closing is consummated; and (ii)
      the Companies shall bear up to twenty-five thousand dollars ($25,000) of
      the legal expenses incurred by any of the Companies and the Sellers with
      Burns Figa & Will, P.C., legal counsel to the Companies and the Sellers,
      in connection with the transactions contemplated hereby and the Sellers
      shall bear all other expenses, costs and fees (including attorneys’,
      auditors’ and financing fees, if any) incurred by the Sellers or the
      Companies in connection with the transactions contemplated hereby,
      including the preparation, execution and delivery of this Agreement and
      compliance herewith, whether or not the Closing is consummated.
    

    
      10.2      Further Actions.  Subject
      to the terms and conditions of this Agreement, at any time and from time
      to time after the Closing, each of the parties, at its own cost and
      expense, in good faith and in a timely manner, shall use its respective
      commercially reasonable efforts to take or cause to be taken all
      appropriate actions, do or cause to be done all things necessary, proper
      or advisable, and execute, deliver and acknowledge such documents and
      other papers as may be required to carry out the provisions of this
      Agreement and to give effect to the consummation of the transactions
      contemplated by this Agreement.
    

    
      10.3      Notices.  All notices,
      requests, demands, waivers and other communications required or
      permitted to be given under this Agreement shall be in writing and shall
      be deemed to have been duly given if: (a) delivered personally;
      (b) mailed using certified or registered mail with postage prepaid; or
      (c) sent by next-day or overnight mail or delivery using a nationally
      recognized overnight courier service, as follows:
    

    

    

    
      
        

        

      

      
        
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      If to any of the Companies (prior to the Closing):
    

    

    

    
      WBS Connect, L.L.C.
700 North Colorado Blvd., Suite 307
Denver, CO
      80206
Attention: Greg Sadler
    

    

    

    
      with a copy (which shall not constitute notice) to:
    

    

    

    
      Burns Figa & Will, P.C.
6400 S. Fiddlers Green Circle, Suite 1000
Greenwood
      Village, CO 80111
Attention: Theresa M. Mehringer, Esq.
    

    

    

    
      If to Charter:
    

    

    

    
      Scott Charter
8655 West Wesley Place
Lakewood, CO 80227
    

    

    

    
      with a copy (which shall not constitute notice) to:
    

    

    

    
      Burns Figa & Will, P.C.
6400 S. Fiddlers Green Circle, Suite 1000
Greenwood
      Village, CO 80111
Attention: Theresa M. Mehringer, Esq.
    

    

    

    
      If to Hollander:
    

    

    

    
      Michael Hollander
10345 Weeden Place
Lone Tree, CO 80124
    

    

    

    
      with a copy (which shall not constitute notice) to:
    

    

    

    
      Burns Figa & Will, P.C.
6400 S. Fiddlers Green Circle, Suite 1000
Greenwood
      Village, CO 80111
Attention: Theresa M. Mehringer, Esq.
    

    

    

    
      If to the Purchaser, Purchaser Europe or the Companies (after the
      Closing):
    

    

    

    
      c/o Global Telecom & Technology, Inc.
8484 Westpark Drive, Suite
      720
McLean, VA 22102
Attention: Christopher McKee, General Counsel
    

    

    

    
      with a copy (which shall not constitute notice) to:
    

    

    

    
      
        

        

      

      
        
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      Kelley Drye & Warren LLP
3050 K Street, N.W., Suite 400
Washington,
      D.C. 20007
Attention:  Brad E. Mutschelknaus, Esq.
    

    
      A party may designate a new address to which communications shall
      thereafter be transmitted by providing written notice to that effect to
      the other party.  Each communication transmitted in the manner described
      in this Section 10.3 shall be deemed to have been provided,
      received and become effective for all purposes at the time it shall have
      been: (x) delivered to the addressee as indicated by the return receipt
      (if transmitted by mail) or the affidavit or receipt of the messenger
      (if transmitted by personal delivery or courier service); or (y)
      presented for delivery to the addressee as so addressed during normal
      business hours, if such delivery shall have been rejected, denied or
      refused for any reason or, in each case, at such other address as may be
      specified in writing to the other parties hereto.
    

    
      10.4      Assignment; Successors.  This
      Agreement and all of the provisions hereof shall be binding upon and
      inure to the benefit of the parties and their respective successors and
      permitted assigns.  Except as provided in the next sentence of this Section
      10.4, neither this Agreement nor any of the rights, interests or
      obligations hereunder may be assigned or delegated by any party without
      the prior written consent of each of the parties and any purported
      assignment or delegation in violation of this Section 10.4 will
      be null and void.  The Purchaser and Purchaser Europe shall have the
      right, without the consent of any of the Companies or the Sellers but
      with prior notice to the Companies and the Sellers, to: (a) assign their
      respective rights and obligations hereunder to any Affiliate thereof or
      to any successor of all or substantially all of their respective
      businesses or assets, in each case that assumes this Agreement; and (b)
      collaterally assign its rights hereunder to any lender.
    

    
      10.5      Amendment; Waiver.  No
      purported amendment or modification to any provision of this Agreement
      shall be binding upon the parties to this Agreement unless the Purchaser
      and the Sellers have each duly executed and delivered to the other party
      a written instrument which states that it constitutes an amendment or
      modification (as applicable) to this Agreement and specifies the
      provision(s) that are being amended or modified (as applicable).  No
      purported waiver of any provision of this Agreement shall be binding
      upon the Purchaser or Purchaser Europe, on the one hand, or the Sellers
      or the Companies, on the other hand, unless either: (a) the Purchaser
      (with respect to waivers by: (i) the Purchaser; (ii) Purchaser Europe;
      or (iii) the Companies after the Closing); or (b) the Sellers (with
      respect to waivers by: (i) the Sellers; or (ii) the Companies before the
      Closing) has duly executed and delivered to the Sellers or the Purchaser
      (as applicable) a written instrument which states that it constitutes a
      waiver of one or more provisions of this Agreement and specifies the
      provision(s) that are being waived.  Any such waiver shall be effective
      only to the extent specifically set forth in such written
      instrument.  Neither the exercise (from time to time and at any time) by
      a party of, nor the delay or failure (at any time or for any period of
      time) to exercise, any right, power or remedy shall constitute a waiver
      of the right to exercise, or impair, limit or restrict the exercise of,
      such right, power or remedy or any other right, power or remedy at any
      time and from time to time thereafter.  No waiver of any right, power or
      remedy of a party shall be deemed to be a waiver of any other right,
      power or remedy of such party or shall, except to the extent so waived,
      impair, limit or restrict the exercise of such right, power or remedy.
    

    
      10.6      Entire Agreement.  This
      Agreement (including the Exhibits and Schedules referred to herein) and
      the Confidentiality Agreement constitute the entire agreement and
      supersede all of the previous or contemporaneous contracts,
      representations, warranties and understandings (whether oral or written)
      by or between the parties with respect to the subject matter hereof,
      including any letter of intent, exclusivity agreement, term sheet or
      memorandum of terms entered into or exchanged by the parties.
    

    
      10.7      Severability.  If any
      provision of this Agreement shall hereafter be held to be invalid,
      unenforceable or illegal, in whole or in part, in any jurisdiction under
      any circumstances for any reason: (a) such provision shall be reformed
      to the minimum extent necessary to cause such provision to be valid,
      enforceable and legal while preserving the intent of the parties as
      expressed in, and the benefits to such parties provided by, such
      provision; or (b) if such provision cannot be so reformed, such
      provision shall be severed from this Agreement and an equitable
      adjustment shall be made to this Agreement (including addition of
      necessary further provisions to this Agreement) so as to give effect to
      the intent as so expressed and the benefits so provided.  Such holding
      shall not affect or impair the validity, enforceability or legality of
      such provision in any other jurisdiction or under any other
      circumstances.  Neither such holding nor such reformation or severance
      shall affect or impair the legality, validity or enforceability of any
      other provision of this Agreement.
    

    

    

    
      
        

        

      

      
        
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      10.8      Governing Law.  THIS
      AGREEMENT SHALL BE CONSTRUED, PERFORMED AND ENFORCED IN ACCORDANCE WITH
      THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE
      OR CONFLICT OF LAW PROVISION (WHETHER OF THE STATE OF DELAWARE OR ANY
      OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
      JURISDICTION OTHER THAN THE STATE OF DELAWARE.
    

    
      10.9      Consent to Jurisdiction.
      EACH PARTY AGREES THAT ANY AND ALL PROCEEDINGS ARISING OUT OF OR
      RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL
      BE COMMENCED AND PROSECUTED EXCLUSIVELY IN ANY STATE OR FEDERAL COURT
      LOCATED IN THE COMMONWEALTH OF VIRGINIA AND ANY APPELLATE COURTS
      THEREFROM (COLLECTIVELY, “VIRGINIA COURTS”) OR,
      IN THE CASE OF A PROCEEDING ARISING OUT OF OR RELATING TO A THIRD PARTY
      CLAIM WHICH IS OR MAY BE SUBJECT TO INDEMNIFICATION HEREUNDER, IN THE
      COURT WHERE SUCH THIRD PARTY CLAIM IS BROUGHT AND EACH PARTY IRREVOCABLY
      WAIVES ANY RIGHT TO OBJECT TO SUCH VENUE.  EACH PARTY CONSENTS AND
      SUBMITS TO THE NON-EXCLUSIVE PERSONAL JURISDICTION OF ANY OF THE
      VIRGINIA COURTS IN RESPECT OF ANY SUCH PROCEEDING OR, WITH RESPECT TO A
      THIRD PARTY CLAIM, IN THE FORUM IN WHICH SUCH THIRD PARTY CLAIM WAS
      BROUGHT.  EACH PARTY CONSENTS TO SERVICE OF PROCESS UPON IT WITH RESPECT
      TO ANY SUCH PROCEEDING BY REGISTERED MAIL, RETURN RECEIPT REQUESTED, AND
      BY ANY OTHER MEANS PERMITTED BY APPLICABLE LAWS.
    

    
      10.10     Waiver of Punitive and Other
      Damages and Jury Trial.  
    

    
      (a)                          EXCEPT FOR INDEMNIFICATION FOR SUCH DAMAGES
      INCURRED BY A PARTY AND ACTUALLY PAID TO A THIRD PARTY, THE PARTIES
      EXPRESSLY WAIVE AND FOREGO ANY RIGHT TO RECOVER PUNITIVE, EXEMPLARY,
      LOST PROFITS, CONSEQUENTIAL OR SIMILAR DAMAGES IN ANY PROCEEDING ARISING
      OUT OF OR RESULTING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
      HEREBY.
    

    
      (b)                          EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
      PROCEEDING ARISING UNDER OR RELATING TO THIS AGREEMENT AND THE
      TRANSACTIONS CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND
      DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND
      UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
      RESPECT OF ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
      OR THE TRANSACTIONS CONTEMPLATED HEREBY.
    

    
      (c)                          EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT:
      (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
      REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN
      THE EVENT OF ANY PROCEEDING ARISING UNDER OR RELATING TO THIS AGREEMENT,
      SEEK TO ENFORCE EITHER OF THE FOREGOING WAIVERS; (ii) IT UNDERSTANDS AND
      HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS; (iii) IT MAKES SUCH
      WAIVERS VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS
      AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
      IN THIS SECTION 10.10.
    

    

    

    
      
        

        

      

      
        
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      10.11     Remedies.  Except as otherwise
      expressly set forth in Article VII, each of the parties
      shall have and retain all rights and remedies, at law or in equity,
      including rights to specific performance and injunctive or other
      equitable relief, arising out of or relating to a breach or threatened
      breach of this Agreement.  Without limiting the generality of the
      foregoing, each of the parties acknowledges that money damages would not
      be a sufficient remedy for any breach or threatened breach of this
      Agreement and that irreparable harm would result if this Agreement were
      not specifically enforced.  Therefore, the rights and obligations of the
      parties shall be enforceable by a decree of specific performance issued
      by any court of competent jurisdiction, and appropriate injunctive
      relief may be applied for and shall be granted in connection therewith,
      without the necessity of posting a bond or other security or proving
      actual damages and without regard to the adequacy of any remedy at
      law.  A party’s right to specific performance or injunctive
      relief  shall be in addition to all other legal or equitable remedies
      available to such party.  In addition to any other remedies available to
      the Purchaser or Purchaser Europe at law or in equity, the Purchaser or
      Purchaser Europe shall have the right (but not the obligation) to
      satisfy all or any part of any amount due or owing to the Purchaser or
      Purchaser Europe by either or both of the Sellers in connection with the
      transactions contemplated by this Agreement by canceling one or more
      shares of Stock U.S. Transaction Consideration at a value per share
      equal to the then-current Purchaser Parent Common Stock Price, with any
      such cancellation to be effected in the manner provided in Section
      7.6(c).  
    

    
      10.12     Third Party Beneficiaries.  No
      Person other than the Purchaser, Purchaser Europe, the Companies and the
      Sellers is, is intended to be, or shall be a beneficiary of this
      Agreement, other than the Purchaser Indemnified Parties, the Seller
      Indemnified Parties and any permitted successors and assigns of the
      parties under Section 10.4.
    

    
      10.13     Interpretation.  The headings
      contained in this Agreement are for purposes of convenience only and
      shall not affect the meaning or interpretation of this Agreement.  The
      language used in this Agreement shall be deemed to be the language
      chosen by the parties to express their mutual intent and no rule of
      strict construction shall be applied against any party.  Unless
      otherwise expressly specified in this Agreement: (a) the words “hereof”,
      “hereby” and “hereunder,” and
      correlative words, refer to this Agreement as a whole and not any
      particular provision; (b) the words “include”, “includes”
      and “including”, and correlative words, are deemed to be
      followed by the phrase “without limitation”; (c) the word “or”
      is not exclusive and is deemed to have the meaning “and/or”;
      (d) references in this Agreement to a “party” means the
      Purchaser, Purchaser Europe, any of the Companies or either of the
      Sellers and to the “parties” means the Purchaser, Purchaser
      Europe, all of the Companies and both of the Sellers; (e) the masculine,
      feminine or neuter form of a word includes the other forms of such word
      and the singular form of a word includes the plural form of such word;
      (f) references to a Person shall include the successors and assigns
      thereof; (g) references made in this Agreement to an Article, Section,
      Schedule or Exhibit mean an Article or Section of, or a Schedule or
      Exhibit to, this Agreement; (h) references to any Contract are to that
      Contract as amended, modified or supplemented from time to time in
      accordance with the terms thereof; and (i) any capitalized term used but
      not defined in a Schedule or Exhibit to this Agreement shall have the
      meaning set forth in this Agreement
    

    
      10.14     Counterparts.  This Agreement
      may be signed in any number of counterparts, each of which (when
      executed and delivered) shall constitute an original instrument, but all
      of which together shall constitute one and the same instrument,
      respectively.  This Agreement shall become effective and be deemed to
      have been executed and delivered by each of the parties at such time as
      counterparts hereto shall have been executed and delivered by all of
      parties, regardless of whether all of the parties have executed the same
      counterpart.  Counterparts may be delivered via facsimile or other
      electronic transmission and any counterpart so delivered shall be deemed
      to have been duly and validly delivered and be valid and effective for
      all purposes.
    

    

    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, the parties have entered into Agreement as of the
      date written above.
    

    
    	
          
            THE PURCHASER:


          

          
            GLOBAL TELECOM & TECHNOLOGY AMERICAS, INC.
          

          
            

            By: /s/ Richard D. Calder
Name: Richard D. Calder
Title:
            President and CEO


          

          
            PURCHASER EUROPE:


          

          
            GTT-EMEA, LIMITED


          

          
            By: /s/ Richard D. Calder
Name: Richard D. Calder
Title:
            Director
          

        	
          
            THE SELLERS:
          

          
             
          

          
            /s/ Scott Charter
Scott Charter
          

          
             
          

          
             
          

          
            /s/ Michael Hollander
Michael Hollander
          

        
	
          
            

            THE COMPANIES:


          

          
            WBS CONNECT, L.L.C.


          

          
            By: /s/ Scott Charter
Name: Scott Charter
          

          
            Title: CEO


          

          
            TEK CHANNEL CONSULTING, LLC


          

          
            By: /s/ Scott Charter
Name: Scott Charter
          

          
            Title: CEO


          

          
            WBS CONNECT EUROPE, LTD.
          

          
            By: /s/ Scott Charter
Name: Scott Charter
          

          
            Title: CEO
          

        	

        


    

    

    

    
      
        

        

      

      
        
          58
        

        
          


        

      

      
        

        

      

    

    

    

    
      SCHEDULE A:



    

    
    	
           
        	
          Name of Seller
        	
          Equity Interests in WBS LLC
        	
          Equity Interests in TEK Channel
        	

        
	

        	
          Scott Charter
        	
          1,000,000 Units
        	
          50% membership interest
        	

        
	

        	
          Michael Hollander
        	
          1,000,000 Units
        	
          50% membership interest
        	

        


    

    

    

    
    	
           
        	
          Name of Seller
        	
          Equity Interests in WBS Europe
        	
          Cash Europe Transaction Consideration
        	

        
	

        	
          WBS Connect, L.L.C.
        	
          100 ordinary shares
        	
          $146,000
        	

        


    

    
      

      


    

    
    	
          U.S. Transaction Consideration
        
	
          Name of Seller
        	
          Cash U.S. Transaction Consideration
        	
          Notes U.S. Transaction Consideration
        	
          Stock U.S. Transaction Consideration
        
	
          Initial Installment Shares
        	
          Second Installment Shares
        	
          Third Installment Shares
        
	
          Scott Charter
        	
          $827,000 + 50% of the SVB Debt amount as of Closing
        	
          $375,000
        	
          83,478 shares
        	
          83,478 shares
        	
          83,479 shares
        
	
          Michael Hollander
        	
          $827,000 + 50% of the SVB Debt amount as of Closing
        	
          $375,000
        	
          83,478 shares
        	
          83,478 shares
        	
          83,479 shares
        
	
          Totals:
        	
          $1,654,000 + 50% of the SVB Debt amount as of Closing
        	
          $750,000
        	
          166,956 shares
        	
          166,956 shares
        	
          166,958 shares
        


    

    

    

    
      

      

      -i-