8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  December 16, 2005

Insight Communications Company, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	0-26677	13-4053502
(State of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

810 7th Avenue

New York, New York 10019

(Address of principal executive offices)

Registrant’s telephone number:  (917) 286-2300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01               Entry into a Material Definitive Agreement.

Employment Agreement

In connection with the completion of its previously announced going private merger with Insight Acquisition Corp. (“Acquisition”), on December 16, 2005, Insight Communications Company, Inc. (the “Registrant”) entered into an employment agreement (the “Employment Agreement”) with Michael S. Willner. Under the terms of the Employment Agreement, Mr. Willner will serve as the Registrant’s President and Chief Executive Officer for a three-year term, which will be automatically extended for additional one-year periods unless notice has been provided by either party that such extension will not take effect.

Pursuant to the terms of the Employment Agreement, Mr. Willner will receive a base salary of $698,500. The Registrant’s Compensation Committee will review Mr. Willner’s base salary annually and, in its sole discretion, may increase such base salary.

Pursuant to the terms of the Employment Agreement, Mr. Willner will be entitled to an annual cash bonus opportunity for each of the Registrant’s fiscal years, subject to and based on the attainment by Mr. Willner and the Registrant of individual and financial performance targets to be determined by the Compensation Committee upon the recommendations of Mr. Willner and Sidney Knafel, Chairman of the Board of Directors. For each fiscal year, Mr. Willner will have a minimum cash bonus opportunity of up to 50% of his base salary. In addition to the annual cash bonus, Mr. Willner will be entitled to participate in the management bonus pool established as provided in the Securityholders Agreement (as defined below) in an amount to be determined in accordance with the terms and provisions of the Securityholders Agreement.

Pursuant to the terms of the Employment Agreement, Mr. Willner will be entitled to participate in any tax-qualified defined contribution plan, all insurance programs, and all medical and other health benefit plans, in each case, maintained by the Registrant for its senior executives. Mr. Willner will be entitled to receive such perquisites as are generally provided by the Registrant to its senior executive officers. The Employment Agreement also provides Mr. Willner with the use of an automobile.

If Mr. Willner’s employment is terminated without Cause (as defined in the Employment Agreement) or Mr. Willner terminates his employment with Good Reason (as defined in the Employment Agreement), and in each case Mr. Willner executes a general release of all claims against the Registrant, the Registrant will pay Mr. Willner as liquidated damages:

•an amount equal to the product of Mr. Willner’s annual cash bonuses and a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the date of termination and the denominator of which is equal to 365, plus;

•continued payment of his base salary for the greater of the balance of the initial three year term or 12 months (the “Severance Period”), plus;

•payments during each fiscal year of the Severance Period equal to the annual cash bonuses for each such fiscal year as if Mr. Willner were employed and as if the performance targets were satisfied to the same extent as in the year prior to termination.

If Mr. Willner’s employment is terminated due to Mr. Willner’s death or disability, the Registrant will pay Mr. Willner an amount equal to the product of Mr. Willner’s annual cash bonuses and a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the date of termination and the denominator of which is equal to 365.

The Employment Agreement contains covenants for the benefit of the Registrant relating to non-competition and non-solicitation of Registrant’s employees, customers or suppliers from the date of the agreement through the Severance Period and protection of the Registrant’s confidential information.

A copy of the Employment Agreement is being filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The foregoing description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement.

2005 Incentive Plan

On December 16, 2005 the Board of Directors of the Registrant (the “Board”) adopted the Insight Communications Company, Inc. 2005 Stock Incentive Plan (the “Plan”).  The Plan was adopted to foster and promote the long-term financial success of the Registrant and to materially increase stockholder value by motivating superior performance, encouraging and providing for the acquisition of an ownership interest in the Registrant by employees and enabling the Registrant and its subsidiaries to attract and retain the services of an outstanding management team upon whose judgment, interest and special effort the successful conduct of its and their operations is largely dependent.

Under the Plan, the Board has the authority to grant awards of shares of its non-voting common stock to officers, employees and directors.  A total of 3,666,887 shares of Series E Non-Voting Common Stock (the “Series E Common Shares”) and 100,000 shares of Series F Non-Voting Common Stock (the “Series F Common Shares and, together with the Series E Common Shares, the “Common Shares”) are available for issuance under the Plan.  Series E Shares may only be awarded to employees of the Registrant who held options to purchase common stock of the Registrant immediately prior to the merger.

Shares granted under the Plan require the execution of a subscription agreement.  All participants in the Plan must also become a party to the Registrant’s Securityholders Agreement.

The Registrant will issue 90% of the total authorized Series F Common Shares in accordance with an allocation schedule to be mutually agreed to by Sidney Knafel, Michael Willner and funds associated with The Carlyle Group, a private equity company (“Carlyle”). The individual allocation to each of Sidney Knafel and Michael Willner will be 22,500 shares representing in each case 25% of such initial allocation.  Future issuances of the remaining 10% of authorized Series F Common Shares (or any previously issued Series F Common Shares that have reverted to the Registrant) will be awarded pursuant to the recommendations of

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management’s representatives (initially Sidney Knafel and Michael Willner), subject to the approval of the Compensation Committee of the Board.  Series F Common Shares not awarded as of the time of a sale or an initial public offering of the common stock of the Registrant will be awarded pursuant to the recommendations of management representatives (initially Sidney Knafel and Michael Willner) and the approval of the Compensation Committee, but if the management representatives and the compensation committee cannot agree, the remaining Series F Common Shares would not be awarded, with the same effect as if such remaining Series F Common Shares had been awarded to the then-existing holders of Series F Common Shares on a pro rata basis.

Unless otherwise provided in the applicable subscription agreement, Series F Common Shares will vest in five equal annual installments commencing on the first anniversary of the date of the merger, for initial grants, and the first anniversary of the grant date, for later grants.

The Common Shares issued under the Plan generally may not be transferred to anyone, except for transfers by will or by the laws of descent and distribution.  Participants will be entitled to receive dividends on Common Shares granted under the Plan as provided in the Registrant’s certificate of incorporation.

The Plan may be amended or terminated at any time by the Board (subject to the approval prior to a sale of the company or public offering of the Registrant’s common stock, of Sidney Knafel, the chief executive officer and a majority of the directors designated by Carlyle) except that no amendment may adversely affect any of the outstanding awards without either consent of the grantee or the consent of a majority of grantees holding similar awards.  When the Plan is terminated, to the extent there are outstanding awards, they will continue in accordance with their terms.  The Board may delegate the authority to administer the Plan to a committee of the Board.  The Plan expires on December 16, 2015.

A copy of the Plan is being filed as Exhibit 10.2 to this Form 8-K and is incorporated herein by reference.  The foregoing description of the Plan is qualified in its entirety by reference to the Plan.

Awards Pursuant to the 2005 Incentive Plan

On December 16, 2005, the Board of Directors authorized the issuance of Series E Non-Voting Preferred Stock to the following executive officers:

Name	Number of Shares of Series E Non-Voting Preferred
Sidney R. Knafel	281,250
Michael S. Willner	621,875
Dinni Jain	237,500
John Abbot	290,000
Elliot Brecher	101,250

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On December 16, 2005, the Board of Directors authorized the issuance of Series F Non-Voting Preferred Stock to the following executive officers:

Name	Number of Shares of Series F Non-Voting Preferred
Sidney R. Knafel	22,500
Michael S. Willner	22,500

Securityholders Agreement

In connection with the completion of its previously announced going private merger with Acquisition, the Registrant, Carlyle, those individuals identified as Continuing Investor Securityholders, Continuing Investor Holding Company, LLC and PH Investments, LLC (“PH Investments”) entered into a securityholders agreement, dated as of December 16, 2005 (the “Securityholders Agreement”). The following is a summary of the material terms of the Securityholders Agreement:

•Transfer Restrictions.  The new series of capital stock of the Registrant will not be registered under federal or state securities laws and therefore may not be sold or otherwise transferred legally except pursuant to an effective registration statement (see “Registration Rights” below) or an exemption from the registration requirements of such laws, which may or may not be available.  In addition, the Securityholders Agreement imposes significant restrictions on the transfer of shares, subject to certain limited exceptions.

•Permitted Transfers – General.  The Securityholders Agreement generally prohibits the direct or indirect sale, transfer, pledge or other disposition of the Registrant’s stock by its stockholders.  Stockholders will be permitted to transfer shares (i) to certain of their affiliates, family members and family trusts that qualify as “Permitted Assignees” as defined in the Securityholders Agreement, and to their estate and heirs, and (ii) to any person after the Registrant has completed a qualified IPO (as defined below), subject to applicable securities laws and certain customary contractual restrictions.  Permitted transfers will be subject to certain additional legal limitations and other terms and conditions customary in agreements like the Securityholders Agreement.  In addition, a stockholder will not be able to transfer any of its shares to a cable company, direct broadcast satellite operator, regional bell operating company or any incumbent local exchange carrier without the consent of Sidney Knafel and Carlyle, except in connection with a sale of the Registrant to such a strategic buyer.

•Permitted Transfers – Carlyle and Sidney Knafel.  In addition to the permitted transfers described above, Carlyle and/or Sidney Knafel and his related parties have additional transfer rights, including, among others:  (i) transfers by Carlyle of up to 33% of its Series D Non-Voting Preferred Stock to other financial investors within three months after the closing date of the merger; (ii) transfers by Carlyle or Sidney Knafel and his related parties at a time when such party has a right to cause a sale of the Registrant

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pursuant to such parties’ exit rights; (iii) transfers by Carlyle of up to 50% of its Series D Non-Voting Preferred Stock with the consent of holders of a majority of the shares of Series A Voting Preferred Stock as to the identity of the transferee; and (iv) transfers by Carlyle or Sidney Knafel and his related parties of any of their residual stockholdings following a sale of the Registrant that results in the final reclassification (as described below) or following a qualified IPO.  These transfer rights are subject to certain additional terms and conditions that may limit the circumstances in which the transfer rights can be exercised.

•Tag-Along Rights.  With respect to transfers of shares by Carlyle, Sidney Knafel or his related parties pursuant to clauses (ii), (iii) and (iv) in the immediately preceding paragraph, holders of Series C Non-Voting Preferred Stock and Series D Non-Voting Preferred Stock and Series E Non-Voting Common Stock have the right to sell to the buyer in such transaction a percentage of such shares (provided, in the case of Series E shares, that the shares are vested and the unsatisfied participation levels (described in “Amended and Restated Certificate of Incorporation” below) applicable to such Series E Non-Voting Common Stock are less than the offer price in the sale) or shares of Series G Voting Common Stock (following the final reclassification, as described below) less than or equal to the percentage of shares ultimately being sold by the initiating party, subject to certain customary terms and conditions.

•Drag-Along Rights.  Under certain circumstances, Carlyle and Sidney Knafel and his related parties have certain rights (referred to as drag-along rights) to cause the other stockholders to sell their shares of stock of the Registrant.  More specifically, subject to certain limitations as set forth below, Carlyle and Sidney Knafel and his related parties have the right in connection with sales of shares initiated by them pursuant to clauses (ii) or, in the case of Carlyle only, (iv) of the “Permitted Transfers–Carlyle and Sidney Knafel” paragraph above to cause the other stockholders to sell to the buyer in such transaction the same percentage of their shares of Series G Voting Common Stock (following the final reclassification, as described below) as the percentage of shares being sold by the initiating party.  Notwithstanding the foregoing, Sidney Knafel and his related parties may only exercise such drag-along rights in connection with a transfer of shares initiated pursuant to their exit rights that results in the final reclassification (as described below), and Carlyle may only exercise drag along rights (x) in connection with a transfer of shares initiated pursuant to its exit rights that results in the final reclassification (as described below), (y) following an IPO, if Carlyle sells 85% of the shares owned by it, and (z) after a sale of the Registrant that results in the final reclassification (as described below), if Carlyle sells all of its residual stockholdings, if any.  The drag-along rights described herein will also be subject to certain customary terms and conditions.

•Exit Rights.  Sidney Knafel and Carlyle have negotiated specified exit rights with respect to their respective investments in the Registrant, as described in more detail below.  In the event Sidney Knafel or Carlyle initiates an exit transaction, the other stockholders will be bound by the terms of such transaction but will be entitled to receive a pro rata share of the proceeds (which may be in the form of cash, Marketable Securities (as defined in the Securityholders Agreement) or Other Eligible Sale Consideration (as defined in the Securityholders Agreement), depending on the circumstances) of such

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transaction payable to the holders of Series E Non-Voting Common Stock, taking into account the applicable participation level of the Series E Non-Voting Common Stock.  In addition, the other stockholders of the Registrant will be obligated to vote all of their shares in support of an exit transaction contemplated by the Securityholders Agreement (which grants an irrevocable proxy to the Registrant to so vote them if the stockholder does not do so) and to take all other necessary or desirable actions within their control in support of the transaction and the steps and actions necessary or desirable to effectuate the transaction (the Securityholders Agreement grants an irrevocable power of attorney to the Registrant to execute all documents and take all such steps and actions on their behalf if they do not do so).

•Carlyle and Sidney Knafel Exit Rights.  Prior to the third anniversary of the closing date of the merger, each of Carlyle and Sidney Knafel have the right to cause a sale of the Registrant (and in conjunction with such sale, the right to cause the Registrant to initiate the split-up process with respect to the Insight Midwest joint venture with Comcast Corporation pursuant to the Insight Midwest partnership agreement), provided that the consideration to be received in such sale by the holders of Series D shares, together with any distributions previously made on such stock, is at least two times the initial subscription price for the Series D shares (i.e., $23.50), or at least 1.75 times the initial subscription price if the sale follows the Insight Midwest split-up process (i.e., $20.56).

•Carlyle Exit Rights.  After the third anniversary of the closing date of the merger, Carlyle will have the right to cause the Registrant to commence a qualified initial public offering (an underwritten public offering of common stock of at least $200 million and 20% of the equity of the Registrant, referred to as a qualified IPO), a sale of the Registrant or a recapitalization of the Registrant in which cash is distributed to the stockholders.

•Sidney Knafel Rights.  After the fourth anniversary of the closing date of the merger, Sidney Knafel will have a one-time right to deliver a request to Carlyle to cause the Registrant to commence a sale, qualified IPO or recapitalization transaction that would provide Sidney Knafel and his related parties with proceeds, together with any distributions previously made on their investment, equal to two-thirds of the aggregate fair market value of their entire investment (taking into account the value of prior distributions).  Carlyle will have one year after Sidney Knafel’s request to choose the form of the exit transaction and to initiate the transaction, provided that Carlyle will have no obligation to effectuate a sale unless the consideration to be received by Carlyle in respect of its Series D Non-Voting Preferred Stock, together with any distributions previously made on such stock, would generate an annual internal rate of return in excess of 9%, and subject to certain limitations on Carlyle’s obligation to effectuate a qualified IPO or recapitalization transaction.  Sidney Knafel will have rights to withdraw his request and renew his request under certain circumstances.

•Insight Midwest Split-Up.  After the third anniversary of the closing date of the merger, Carlyle will have the right to cause the Registrant to initiate the split-up

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process with respect to Insight Midwest pursuant to the Insight Midwest partnership agreement.  If the split-up is consummated, the composition of the Registrant’s board of directors and the capitalization of the Registrant would be adjusted to reflect the relative economic interests in the Registrant of Carlyle, on the one hand, and the former holders of the shares of Series A Voting Preferred Stock, on the other hand.  Sidney Knafel, his related parties and Michael Willner will have certain minority board representation rights so long as Carlyle controls the board in this circumstance.

•Qualified IPO – Effect on Governance.  If a qualified IPO is completed prior to the time a split-up of Insight Midwest is completed, and the board of directors of the Registrant has not made a determination that a change of control under an indenture or credit agreement or a transfer of control under the Insight Midwest partnership agreement would reasonably be expected to have material adverse consequences for the Registrant, and the managing underwriters for such offering advise the Registrant that Sidney Knafel, Michael Willner and Carlyle may maintain control of the company without having an adverse effect on the consummation of the qualified IPO or the price of the common stock to be sold in such offering, then a new class of super-voting common stock will be created that will allow Carlyle to cast a majority of the votes of the Registrant’s equity at any meeting of the company’s stockholders, and therefore elect a majority of the board of directors of the company.  Sidney Knafel, his related parties and Michael Willner will have certain minority board representation rights so long as Carlyle controls the board in this circumstance.  In addition, if Carlyle ceases to own at least 50% of the shares of Series D Non-Voting Preferred Stock (or securities into which stock may be converted) issued to Carlyle on the closing date of the merger and Sidney Knafel and his related parties and Michael Willner continue to own at least 50% of the shares of Series C Non-Voting Preferred Stock issued to them on the closing date of the merger, then Sidney Knafel and his related parties and Michael Willner as a group will be entitled to cast a majority of the votes of the Registrant’s equity at any meeting of the company’s stockholders, and therefore elect a majority of the board of directors of the company.  The Securityholders Agreement also provides for circumstances under which Sidney Knafel and Michael Willner may retain control of the Registrant immediately after a qualified IPO and under which neither Sidney Knafel, Michael Willner or Carlyle retain such control.

•Control of Exit Transactions.  At any time following the earlier of the third anniversary of the closing date of the merger or the date that the split-up process with respect to Insight Midwest is initiated (unless initiated by the Registrant), Carlyle will control and make all principal decisions pertaining to exit transactions.  Carlyle will be required to cooperate fully and in good faith with the board of directors, consult with the holders of the shares of Series A Voting Preferred Stock in good faith and keep them informed of the status of the transaction and such parties will use their commercially reasonable efforts to ensure that the process is fair to such parties.  At all other times the board of directors will control and make all decisions pertaining to exit transactions.

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•Final Reclassification.  In order to facilitate the completion of certain specified exit transactions, the Registrant’s capital stock will be reclassified into a single class of common stock (the Series G Common Stock), with each stockholder receiving a pro rata number of shares based on the same proportion that the fair market value of its investment in the Registrant bears to the aggregate fair market value of all of the stockholders’ investments in the Registrant, subject to certain true-up provisions in the event of a sale in which the payment of any of the sale proceeds is deferred.  The fair market value of a stockholder’s investment and the fair market value of all of the stockholders’ investments in the Registrant will be determined in accordance with the provisions and procedures specified in the Securityholders Agreement.  Schedule 4(d) to the Securityholders Agreement includes, for illustrative purposes, example calculations illustrating how the final reclassification is intended to operate under the various scenarios described in the schedule.  The following transactions will trigger a final reclassification:  (i) a sale, merger, consolidation or like transaction that results in the stockholders receiving consideration, including the amount of any previous distributions, in an amount greater than 90% of the fair market value of their stockholdings (taking into account previous distributions) and that results in the stockholders receiving consideration in an amount greater than 80% of the fair market value of their stockholdings; (ii) a qualified IPO; and (iii) an agreement by Carlyle and the holders of the majority of the Series F Non-Voting Common Stock to trigger the final reclassification.

•Registration Rights.

•Demand Registration Rights.  Each of Carlyle and Sidney Knafel and his related parties have certain demand registration rights pursuant to which such persons may require the Registrant to register their shares of common stock of the Registrant in accordance with the Securities Act.  Sidney Knafel and his related parties have two demand rights that are generally exercisable at any time after 270 days have elapsed since the consummation of a qualified IPO.  Carlyle has four demand rights that are exercisable at any time after one year has elapsed since the consummation of a qualified IPO.  In addition, Carlyle and Sidney Knafel and his related parties, as well as the other stockholders, have certain rights to register their shares of common stock of the Registrant in a qualified IPO initiated pursuant to their exit rights, provided that their participation will not have a material adverse effect on the offering and subject to certain priority rights and other customary terms and conditions.

•Piggyback Registration Rights.  The stockholders of the Registrant have “piggyback” registration rights pursuant to which the stockholders may include their shares in registrations of common stock under the Securities Act initiated by the Registrant or a holder of demand registration rights, subject to applicable securities laws and certain customary contractual restrictions.

•Limits on Piggyback Registration Rights.  If the managing underwriters or, if the registration is not underwritten, the Registrant’s investment bankers determine that a registered offering cannot accommodate all of the shares sought to be registered

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by all stockholders exercising registration rights, then such shares will be included in the registration subject to the following “underwriter’s cutback” orders of priority:  (i) if the registration is a qualified IPO triggered by Sidney Knafel pursuant to his exit rights, first, the shares to be registered by the Registrant for its own account, then shares held by Sidney Knafel and his related parties until the amount of proceeds expected to be received by them, together with any distributions previously made on their investment, equals two-thirds of the aggregate fair market value of their entire investment (taking into account prior distributions), and then shares held by the other stockholders who wish to register their shares; (ii) if the registration is not a demand registration or a registration described in clause (i) above, first, the shares to be registered by the Registrant for its own account, then shares to be registered by the other stockholders; (iii) if the registration is a demand registration, first the shares to be registered by the party initiating the registration, then shares to be registered by the other stockholders, then shares to be registered by the Registrant for its own account.  Subject to the priority described in clause (i) above, and unless the offering is incapable of including any shares held by piggyback registration rights holders, the shares sought to be included by piggyback registration rights holders will be included based on each such stockholder’s pro rata portion of all of the shares sought to be registered pursuant to piggyback registration rights.  Subject to the special priority rights of Sidney Knafel and his related parties described above, if the managing underwriters or investment bankers, as applicable, determine that the inclusion in a piggyback registration of shares held by members of the Registrant’s management will have a material adverse effect on the offering, the Registrant will not include such shares in the registration.

•Other Terms and Conditions.  The registration rights provided in the Securityholders Agreement are also subject to other customary terms and conditions.  Such terms and conditions include, among others, a requirement that each stockholder exercising piggyback registration rights indemnify the Registrant and its directors, officers and controlling persons against any and all losses, claims, damages, liabilities and expenses arising out of, based upon or resulting from any untrue statement or alleged untrue statement of material fact contained in any registration statement or prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, to the extent such untrue statement or omission was contained in any information or affidavit furnished to the Registrant in writing by such stockholder for the express use in such document, provided that such stockholder’s liability for such untrue statements or omissions will be limited to the amount of the proceeds received by such stockholder from the sale of stock sold pursuant to such registration statement.

•Management Bonus Pool.  The Securityholders Agreement establishes an annual incentive compensation bonus pool of $3 million per year which will be distributed to certain managers and employees pursuant to the recommendations of Sidney Knafel and Michael Willner (subject to certain approval rights of the compensation committee), provided that distribution of $1.5 million of such amount will be subject to reduction if

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the Registrant fails to achieve certain levels of financial performance.  The total amount of the bonus pool is also subject to reduction for years following the completion of the Insight Midwest split-up, pursuant to a formula specified in the Securityholders Agreement which is based, in part, on the amount of the Registrant’s historical revenue attributable to the portion of the business retained by the Registrant following the split-up.

•Restrictions on Rights in Other Business Ventures.  the Registrant, its subsidiaries and its stockholders can not acquire any rights in any business venture, investment or activity of any other stockholder of the Registrant as a result of such other stockholder having an investment in or contractual relationship with the Registrant.

•Proxies in favor of Knafel and Willner.  Stockholders that hold Series E Non-Voting Common Stock or Series F Non-Voting Common Stock are required to grant to Sidney Knafel, and, upon his death or incapacity, Michael Willner, a proxy to vote these shares, including matters that require the vote of such stockholders under the terms of the certificate of incorporation of the Registrant.  The foregoing notwithstanding, such proxy shall not be used in a manner that materially and adversely affects the rights or privileges of a particular stockholder with respect to equity securities of a specific class or series unless such action similarly affects the rights or privileges of all other stockholders with respect to such specific class or series of equity securities, unless the particular stockholder consents to such action.

•Proxies on Death or Incapacity.  Sidney Knafel and Michael Willner each granted to the other an irrevocable proxy, effective only in the event of the death or incapacity of the grantor, to vote or execute written consents with respect to the shares of the Registrant’s stock owned by the grantor and certain of their assignees, to the same extent that the grantor or such assignees may vote or execute written consents with respect to such shares.  Sidney Knafel and Michael Willner each granted to Carlyle an irrevocable proxy, effective only in the event of the death or incapacity of both grantors, which, if declared effective by Carlyle following such deaths, would permit Carlyle to vote or execute written consents with respect to certain shares of the Registrant’s stock having governance rights owned by the grantors and certain of their assignees, to the same extent that the grantors or such assignees may vote or execute written consents with respect to such shares.

•Amendments; Waivers, Termination.  The Securityholders Agreement may be amended, and any provision of the Securityholders Agreement may be waived, (i) prior to the final reclassification, with the consent of Sidney Knafel (or upon his death or incapacity, Michael Willner) and Carlyle (provided that the tag-along rights in favor of holders of Series C Non-Voting Preferred Stock, holders of Series D Non-Voting Preferred Stock and eligible holders of Series E Non-Voting Common Stock may not be eliminated without the consent of a majority in interest of such class of holders), and (ii) after the final reclassification, with the consent of Sidney Knafel (or upon his death or incapacity, Michael Willner) and Carlyle.  The foregoing notwithstanding, no amendment to the Securityholders Agreement and no waiver of any provision thereof may be adopted that would alter, in a material and adverse manner, the rights or privileges of a particular

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stockholder with respect to equity securities of a specific class or series unless such amendment or waiver similarly alters the same rights or privileges of all other stockholders with respect to such specific class or series of equity securities, unless the particular stockholder consents to such amendment or waiver.  The Securityholders Agreement will terminate at such time as Carlyle and Sidney Knafel (or upon his death or incapacity, Michael Willner) so decide, subject to the automatic termination of certain provisions (including tag-along rights and drag-along rights) after a qualified IPO at such time as 80% or more of the outstanding common stock is held by persons who are not parties to the Securityholders Agreement.

•Information.  Each stockholder is required to furnish to the Registrant such necessary information and reasonable assistance as the Registrant may reasonably request (i) in connection with the consummation of the transactions contemplated by the Securityholders Agreement, (ii) in connection with the preparation and filing of any reports or other documents required to be filed with any governmental entity, (iii) to determine, from time to time, whether it is a “personal holding company” under the federal tax code, and (iv) to determine whether a proposed transfer of stock is permitted under the transfer restrictions.

•Consent to Jurisdiction; Jury Trial Waiver.  Each stockholder is required to consent to the exclusive jurisdiction of the state courts of New York in New York County and the United States District Court for the Southern District of New York for purposes of any suit, action or other proceeding arising out of the Securityholders Agreement or the transactions contemplated thereby and to agree not to commence any such suit, action or proceeding in any other courts.  In addition, each stockholder will waive, to the fullest extent permitted by applicable law, any right it may have to trial by jury in respect of any such suit, action or proceeding.

A copy of the Securityholders Agreement is being filed as Exhibit 10.3 to this Form 8-K and is incorporated herein by reference. The foregoing description of the Securityholders Agreement is qualified in its entirety by reference to the Securityholders Agreement.

Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

In connection with the completion of its previously announced going private merger with Acquisition, the Registrant requested that The Nasdaq Stock Market, Inc. delist the Registrant’s Class A common stock from The Nasdaq National Market at the close of business on Friday, December 16, 2005. The Registrant’s Class A common stock was delisted from The Nasdaq National Market at such time.

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Item 3.02               Unregistered Sales of Equity Securities.

In connection with the completion of its previously announced going private merger with Acquisition, on December 16, 2005, the Registrant issued 398,591, 110,652 and 339,702 shares of its Series A Voting Preferred Stock to Sidney R. Knafel, Michael S. Willner and certain trusts F/B/O Knafel children, respectively, upon conversion of a like number of shares of Series A Preferred Stock of the Registrant that had been previously issued to such stockholders at a price of $0.01 per share. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and in reliance on such persons representations that such persons were acquiring the shares for investment purposes and not with a view to any sale or distribution.

In connection with the completion of its previously announced going private merger with Acquisition, on December 16, 2005, the Registrant issued 517,836 shares of its Series B Voting Preferred Stock to Carlyle upon conversion of a like number of shares of Series B Preferred Stock of Acquisition, which Series B Preferred Stock had been issued at a price of $0.01 per share. These shares were issued pursuant to Section 4(2) of the Securities Act, and in reliance on such persons representations that such persons were acquiring the shares for investment purposes and not with a view to any sale or distribution.

In connection with the completion of its previously announced going private merger with Acquisition, on December 16, 2005, the Registrant issued 9,960,438 shares of its Series C Non-Voting Preferred Stock to certain existing employees and stockholders of the Registrant upon conversion of a like number of Series C Preferred Stock of Acquisition, which Series C Preferred Stock had been issued in exchange for a like number of shares of Class A common stock of the Registrant. The Registrant issued 3,404,255 shares of its Series C Voting Preferred Stock to PH Investments upon conversion of a like number of Series C Preferred Stock of Acquisition, which Series C Preferred Stock had been issued at a price of $11.75 per share. These shares were issued pursuant to Section 4(2) of the Securities Act and in reliance on such persons representations that such persons were acquiring the shares for investment purposes and not with a view to any sale or distribution.

In connection with the completion of its previously announced going private merger with Acquisition, on December 16, 2005, the Registrant issued 47,015,659 shares of its Series D Voting Preferred Stock to Carlyle upon conversion of a like number of shares of Series D Preferred Stock of Acquisition, which Series D Preferred Stock had been issued at a price of $11.75 per share. These shares were issued pursuant to Section 4(2) of the Securities Act and in reliance on such persons representations that such persons were acquiring the shares for investment purposes and not with a view to any sale or distribution.

Item 5.02               Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

In connection with the completion of its previously announced going private merger with Acquisition, Thomas L. Kempner, David C. Lee and James S. Marcus resigned as directors of the Registrant effective December 16, 2005.

In connection with the completion of its previously announced going private merger with Acquisition, Amos B. Hostetter, Jr., Stephen C. Gray, William E. Kennard, Michael J. Connelly, and James A. Attwood, Jr. were elected as directors on December 16, 2005. The following new

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directors were appointed to the Registrant’s Compensation Committee: Messrs. Hostetter, Gray and Kennard. The following new directors were appointed to the Registrant’s Audit Committee: Messrs. Gray and Connelly. Mr. Attwood was appointed to the Registrant’s Governance Committee.

On December 16, 2005, PH Investments, an entity affiliated with Amos B. Hostetter, Jr., made a cash contribution to Acquisition in the amount of $39,999,996.25 in connection with the going private merger. Acquisition issued to PH Investments 3,404,255 shares of its Class C Preferred Stock. Such shares were then, in the merger, automatically converted into a corresponding number of shares of Series C Non-Voting Preferred Stock of the Registrant, which number of shares is equal to an approximately 5.6% ownership interest in the Registrant. PH Investments received an investment fee from the Registrant in the amount of $400,000 in respect of its cash contribution.

William E. Kennard, Michael J. Connelly, and James A. Attwood, Jr. are affiliates of Carlyle. Certain affiliates of Carlyle formed Acquisition and, in connection with the going private merger, contributed $552,439,171.61 to Acquisition. Acquisition issued to Carlyle 517,836 shares of its Class B Preferred Stock and 47,015,659 shares of its Class D Preferred Stock. Such shares were then, in the merger, automatically converted into a corresponding number of shares of Series B Voting Preferred Stock and Series D Non-Voting Preferred Stock of the Registrant, respectively. Carlyle received an investment fee from the Registrant in the amount of $17,373,020 in respect of its cash contribution. On December 16, 2005, the Registrant entered into a consulting agreement with two affiliates of Carlyle for the payment to such affiliates of $1.5 million per year in the aggregate.

Item 5.03.              Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amended and Restated Certificate of Incorporation

In connection with the completion of its previously announced going private merger with Acquisition, the Registrant’s certificate of incorporation was amended and restated in its entirety to provide for the capitalization of the Registrant as the surviving corporation following the merger and other terms applicable to the post-merger period. Among other provisions, the amended and restated certificate of incorporation of the Registrant (the “Amended Charter”) authorizes the following new series of capital stock of the Registrant, having the following material terms:

•The Series A Voting Preferred Stock will vote as one class with the Series B Voting Preferred Stock on all matters submitted to a vote of the Registrant’s stockholders, other than the election of the directors of the Registrant or as otherwise required by Delaware law.

•The Series B Voting Preferred Stock will vote as one class with the Series A Voting Preferred Stock on all matters submitted to a vote of the Registrant’s stockholders, other than the election of the directors of the Registrant or as otherwise required by Delaware

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law. In addition, the consent of the holders of a majority in interest of the Series B Voting Preferred Stock will be required to approve certain specified significant actions, including without limitation and subject to certain exceptions, material changes in the Registrant’s business, amendments to the Registrant’s certificate of incorporation or its bylaws, changes to the composition of the Registrant’s board of directors or its committees, related party transactions, changing the Registrant’s public accountants, the liquidation or dissolution of the Registrant, the incurrence of material indebtedness, a material disposition of the Registrant’s assets or equity, a sale or merger of the Registrant, an initial public offering of common stock of the Registrant, the declaration or payment of a dividend, effecting any amendments to the partnership agreement of Insight Midwest, L.P., triggering the split-up of Insight Midwest, L.P., entering into strategic relationships outside the ordinary course of business, the selection of a new general partner for any subsidiary of the Registrant and the selection of replacements for certain members of the Registrant’s senior management.

•The Series C Non-Voting Preferred Stock will be entitled to vote only on any amendment to Registrant’s certificate of incorporation that materially and adversely affects the rights, privileges or preferences of holders of the Series C Non-Voting Preferred Stock and as may otherwise be required by Delaware law.

•The Series D Non-Voting Preferred Stock will be entitled to vote only on any amendment to Registrant’s certificate of incorporation that materially and adversely affects the rights, privileges or preferences of holders of the Series D Non-Voting Preferred Stock and as may otherwise be required by Delaware law.

•The Series E Non-Voting Common Stock will be entitled to vote only on any amendment to Registrant’s certificate of incorporation that materially and adversely affects the rights, privileges or preferences of holders of the Series E Non-Voting Common Stock and as may otherwise be required by Delaware law.

•The Series F Non-Voting Common Stock will be entitled to vote only on any amendment to Registrant’s certificate of incorporation that materially and adversely affects the rights, privileges or preferences of holders of the Series F Non-Voting Common Stock and as may otherwise be required by Delaware law.

The Series G Voting Common Stock would be issued to the Registrant’s stockholders in a final reclassification pursuant to the Securityholders Agreement to facilitate any future initial public offering of the Registrant’s stock or a future sale, merger, reclassification or similar transaction.  No Series G Voting Common Stock is currently outstanding.

The Amended Charter provides that the number of directors constituting the board of directors of the Registrant will initially equal nine, comprised of five directors elected by the Series A Voting Preferred Stock and four directors elected by the Series B Voting Preferred Stock. The board of directors will be divided into three classes: Class I, Class II and Class III. Each class will have at least one director elected by the Series A Voting Preferred Stock and one director elected by the Series B Voting Preferred Stock. Class I will initially be comprised of Michael S. Willner, Dinni Jain and James A. Attwood, Jr., Class II will be initially comprised of

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Sidney R. Knafel, William E. Kennard and Michael J. Connelly, and Class III will be initially comprised of the remaining directors. The term of office of the initial Class I directors will expire at the annual election of directors in 2006; the term of office of the initial Class II directors will expire at the annual election of directors in 2007; the term of office of the initial Class III directors will expire at the annual election of directors in 2008.

Upon any liquidation of the Registrant, the cash and other assets of the Registrant available for distribution would be distributed to the Registrant’s stockholders as follows:

•First, the Registrant’s assets will be distributed 100% to holders of the Series A Voting Preferred Stock and the Series B Voting Preferred Stock on a pro rata basis until each share of the Series A Voting Preferred Stock and each share of the Series B Voting Preferred Stock shall have received an aggregate amount (including any amounts distributed on such shares prior to liquidation) equal to $0.01.

•Second, remaining assets will be distributed 100% to holders of the Series C Non-Voting Preferred Stock and the Series D Non-Voting Preferred Stock on a pro rata basis until each share of the Series C Non-Voting Preferred Stock and the Series D Non-Voting Preferred Stock shall have received an aggregate amount (including any amounts distributed on such shares prior to liquidation) equal to $11.75.

•Third, remaining assets will be distributed 100% to holders of the Series C Non-Voting Preferred Stock and the Series D Non-Voting Preferred Stock and such shares of the Series E Non-Voting Common Stock for which applicable participation levels have been achieved, in proportion to the number of such shares held by each holder, until the Series D Non-Voting Preferred Stock has received an internal rate of return on capital invested therein (which amount of capital is $11.75 per share) equal to 10% per annum, compounded annually.

•Fourth, 95% of the remaining assets will be distributed to holders of the Series C Non-Voting Preferred Stock and the Series D Non-Voting Preferred Stock and such shares of the Series E Non-Voting Common Stock for which applicable participation levels have been achieved, in proportion to the number of such shares held by each holder, and 5% to holders of the Series F Non-Voting Common Stock in proportion to the number of such shares held by each holder, until the Series D Non-Voting Preferred Stock has received an internal rate of return on capital invested therein (which amount of capital is $11.75 per share) equal to 15% per annum, compounded annually.

•Fifth, 90% of the remaining assets will be distributed to holders of the Series C Non-Voting Preferred Stock and the Series D Non-Voting Preferred Stock and such shares of the Series E Non-Voting Common Stock for which applicable participation levels have been achieved, in proportion to the number of such shares held by each holder, and 10% to holders of the Series F Non-Voting Common Stock, in proportion to the number of such shares held by each holder, until the Series D Non-Voting Preferred Stock has received an internal rate of return on capital invested therein (which amount of capital is $11.75 per share) equal to 20% per annum, compounded annually.

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•Sixth, 85% of the remaining assets will be distributed to holders of the Series C Non-Voting Preferred Stock and the Series D Non-Voting Preferred Stock and such shares of the Series E Non-Voting Common Stock for which applicable participation levels have been achieved, in proportion to the number of such shares held by each holder, and 15% to holders of the Series F Non-Voting Common Stock, in proportion to the number of such shares held by each holder, until the Series D Non-Voting Preferred Stock has received an internal rate of return on capital invested therein (which amount of capital is $11.75 per share) equal to 25% per annum, compounded annually.

•Thereafter, 75% of the remaining assets will be distributed to holders of the Series C Non-Voting Preferred Stock and the Series D Non-Voting Preferred Stock and such shares of the Series E Non-Voting Common Stock for which applicable participation levels have been achieved, in proportion to the number of such shares held by each holder, and 25% to holders of the Series F Non-Voting Common Stock in proportion to the number of such shares held by each holder.

Following the reclassification of all of the capital stock of the Registrant into Series G Common Stock in a final reclassification pursuant to the Securityholders Agreement (which reclassification will be effectuated in accordance with the distribution priorities described above), all distributions shall be made among the holders of Series G Voting Common Stock in proportion to the number of such shares held by each holder, subject to certain exceptions described in the Securityholders Agreement where true-up distributions are contemplated in the event of a sale in which the payment of any of the sale proceeds is deferred.

Distributions other than upon liquidation of the Registrant will be made in accordance with the first three distribution priorities above, but no cash or other assets may be distributed in excess of the amount that would complete the distributions contemplated by such priorities without the consent of a majority in interest of the holders of the Series F Non-Voting Common Stock. If such consent is granted, additional distributions will continue to be made as specified in the third priority notwithstanding that they would increase the internal rate of return beyond 10%, provided that distributions made thereafter upon a liquidation of the Registrant will be adjusted to cause the aggregate distributions to conform to the complete order of priority set forth above.

A copy of the Amended Charter is being filed as Exhibit 3.1 to this Form 8-K and is incorporated herein by reference. The foregoing description of the Amended Charter is qualified in its entirety by reference to the Amended Charter.

By-Laws

In connection with the completion of its previously announced going private merger with Acquisition, the Registrant’s by-laws were amended (the “Amended By-Laws”) to reflect the changes to the Amended Charter, including the capitalization of the Registrant.

A copy of the Amended By-Laws is being filed as Exhibit 3.2 to this Form 8-K and is incorporated herein by reference. The foregoing description of the Amended By-Laws is qualified in its entirety by reference to the Amended By-Laws.

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Item 8.01               Other Events.

On December 16, 2005, the Registrant issued a press release announcing (i) the successful completion of its previously announced going-private merger with Acquisition, an entity led by Insight Communications co-founders Sidney R. Knafel and Michael S. Willner and affiliates of The Carlyle Group and (ii) that as a result of the merger, all outstanding shares of the Registrant’s Class A common stock, other than those held by certain stockholders of the Registrant who elected to maintain their investment in the Registrant following the merger or those as to which appraisal rights are perfected, were converted into the right to receive $11.75 per share in cash, without interest.

A copy of the press release is being furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01.              Financial Statements and Exhibits.

(a)           Financial Statements of Businesses Acquired - None

(b)           Pro Forma Financial Information - None

(c)           Exhibits:

Exhibit No.	Description
3.1	Amended and Restated Certificate of Incorporation of the Registrant
3.2	By-laws of the Registrant
10.1	Employment Agreement, dated as of December 16, 2005, between the Registrant and Michael S. Willner
10.2	2005 Stock Incentive Plan
10.3	Securityholders Agreement, dated as of December 16, 2005, among Carlyle, the Registrant, those individuals identified as Continuing Investor Securityholders, Continuing Investor Holding Company, LLC and PH Investments
10.4	Form of Subscription Agreement for E Shares
10.5	Form of Subscription Agreement for F Shares
99.1	Press release issued on December 16, 2005

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Insight Communications Company, Inc.
Dated: December 22, 2005	By:	/s/ Elliot Brecher
		Elliot Brecher
		Senior Vice President
		and General Counsel

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

INSIGHT COMMUNICATIONS COMPANY, INC.

ARTICLE ONE

NAME

The name of the Corporation is INSIGHT COMMUNICATIONS COMPANY, INC.

ARTICLE TWO

REGISTERED OFFICE

The address, including street, number, city and county, of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle and the name of the registered agent of the Corporation in the State of Delaware at such address is Lexis Document Services Inc.

ARTICLE THREE

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be incorporated under the DGCL.

ARTICLE FOUR

CAPITAL STRUCTURE

4.1Authorized Shares.  The total number of shares of capital stock which the Corporation shall have the authority to issue is 82,100,000 shares, of which 67,000,000shares shall be preferred stock having a par value of $0.01 per share and 15,100,000shares shall be common stock having a par value of $0.01 per share.  Initially, the capital stock shall consist of the following seven series:

(a)1,000,000 shares of Series A Voting Preferred Stock, par value $0.01 per share (“Series A Voting Preferred Stock”);

(b)1,000,000shares of Series B Voting Preferred Stock, par value $0.01 per share (“Series B Voting Preferred Stock”, and together with Series A Voting Preferred Stock, “Voting Preferred Stock”);

(c)15,000,000 shares of Series C Non-Voting Preferred Stock, par value $0.01 per share (“Series C Non-Voting Preferred Stock”);

(d)50,000,000 shares of Series D Non-Voting Preferred Stock, par value $0.01 per share (“Series D Non-Voting Preferred Stock”, and together with Series A Voting Preferred Stock, Series B Voting Preferred Stock and Series C Non-Voting Preferred Stock, “Preferred Stock”);

(e)5,000,000shares of Series E Non-Voting Common Stock, par value $0.01 per share (“Series E Non-Voting Common Stock”), which shares of Series E Non-Voting Common Stock shall be issued pursuant to subscription or like documentation specifying, for each share or group of such shares issued, the amount of cash and other assets that must previously have been distributed in respect of each share of Series C Non-Voting Preferred Stock and of Series D Non-Voting Preferred Stock before such share or group of shares is entitled to participate in distributions (each such level a “Participation Level”) ;

(f)100,000 shares of Series F Non-Voting Common Stock, par value $0.01 per share (“Series F Non-Voting Common Stock”, and together with Series E Non-Voting Common Stock, “Non-Voting Common Stock”); and

(g)10,000,000 shares of Series G Voting Common Stock, par value $0.01 per share (“Final Reclassification Common Stock”, and together with Non-Voting Common Stock, “Common Stock”).

4.2Issuance of Additional Equity Securities.  The Board is hereby authorized to cause the Corporation from time to time to issue to Holders of Equity Securities or other Persons additional Equity Securities in the Corporation in one or more series, with such designations, preferences and relative, participating, optional or other special rights, including voting rights, and such powers and duties, all as shall be determined by the Board in the resolution or resolutions providing for the establishment of such additional Equity Securities, and no Holder of any Equity Securities shall have consent rights whatsoever with respect to the terms or issuance of any such additional Equity Securities; provided that the affirmative vote of at least seven directors of the Board (or eight directors if the number of directors constituting the Board has been increased to ten pursuant to Section 8.1(a)) shall be required to change or modify the Equity Securities of the Corporation, including, without limitation, to designate or issue any new series of preferred stock or common stock of the Corporation pursuant to this Section 4.2.

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ARTICLE FIVE

PREFERRED STOCK

5.1Rights and Restrictions.

(a)Voting Rights.  Holders of shares of Preferred Stock shall have no voting rights, except as set forth below or as expressly required by applicable law.

(i)Except as otherwise expressly specified in this Certificate of Incorporation, Holders of Series A Voting Preferred Stock and Holders of Series B Voting Preferred Stock shall vote as a single class on all matters submitted to a vote of the stockholders of the Corporation.

(ii)Holders of Series A Voting Preferred Stock, voting as a separate class, shall have the exclusive right to nominate and elect five directors (the “Series A Directors”), to be elected at any meeting of the stockholders of the Corporation at which Series A Directors are permitted to be elected, or as otherwise permitted under the by-laws of the Corporation.  At least two of the Series A Directors must be Independent Directors.  Notwithstanding the foregoing, in the event that the number of directors constituting the Board is increased to ten pursuant to Section 8.1(a), Holders of Series A Voting Preferred Stock shall be entitled to elect seven directors, one of whom must be the replacement CEO and three of whom must be Independent Directors.  In the event of any vacancy created by the departure of a Series A Director for any reason, any replacement for such departing Series A Director shall be designated and elected by Holders of Series A Voting Preferred Stock.  In the event of any vacancy created by the departure of a Series A Director who is also an Independent Director, any replacement for such departing Series A Director shall be an Independent Director.

(iii)Holders of Series B Voting Preferred Stock, voting as a separate class, shall have the exclusive right to nominate and elect four directors (the “Series B Directors”), to be elected at any meeting of the stockholders of the Corporation at which Series B Directors are permitted to be elected, or as otherwise permitted under the by-laws of the Corporation.  At least one of the Series B Directors must be an Independent Director.  Notwithstanding the foregoing, in the event that the number of directors constituting the Board is increased to ten pursuant to Section 8.1(a), Holders of Series B Voting Preferred Stock shall be entitled to elect three directors, none of whom shall be required to be an Independent Director.  In the event of any vacancy created by the departure of a Series B Director for any reason, any replacement for such departing Series B Director shall be designated and elected by Holders of Series B Voting Preferred

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Stock.  In the event of any vacancy created by the departure of a Series B Director who is also an Independent Director, any replacement for such departing Series B Director shall be an Independent Director.

(iv)In exercising any vote permitted by the foregoing, each outstanding share of Series A Voting Preferred Stock and Series B Voting Preferred Stock permitted to vote shall be entitled to one vote.

(v)Holders of Series C Non-Voting Preferred Stock shall be entitled to vote as a class on, and the affirmative vote of a majority in interest of such Holders voting as a class shall be required for, the adoption of any amendment to this Certificate of Incorporation that would materially and adversely affect the rights, privileges or preferences of the Series C Non-Voting Preferred Stock set forth in this Certificate of Incorporation.  For the avoidance of doubt, the voting rights of Holders of the Series C Non-Voting Preferred Stock are limited to the sole right to vote on any such amendment to the Certificate of Incorporation, and such Holders shall have no other voting or consent rights of any nature whatsoever other than as may be required under the DGCL.

(vi)Holders of Series D Non-Voting Preferred Stock shall be entitled to vote as a class on, and the affirmative vote of a majority in interest of such Holders voting as a class shall be required for, the adoption of any amendment to this Certificate of Incorporation that would materially and adversely affect the rights, privileges or preferences of the Series D Non-Voting Preferred Stock set forth in this Certificate of Incorporation.  For the avoidance of doubt, the voting rights of Holders of the Series D Non-Voting Preferred Stock are limited to the sole right to vote on any such amendment to the Certificate of Incorporation, and such Holders shall have no other voting or consent rights of any nature whatsoever other than as may be required under the DGCL.

(b)Legend.  Each certificate representing a share of Preferred Stock shall be endorsed with the legend set forth in Section 12(e) of the Securityholders Agreement and any other legends required by applicable securities laws.  At such time, if ever, as the restrictions on transfer of the shares of Preferred Stock represented by such certificate set forth in the legend on such certificate shall become inapplicable, upon surrender by the Holder of such legended certificate representing shares of Preferred Stock, the Corporation shall cause to be delivered to such Holder a certificate for its shares of Preferred Stock that does not bear the restrictive legend.

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ARTICLE SIX

COMMON STOCK

6.1Rights and Restrictions.

(a)Voting Rights.  Holders of shares of Common Stock shall have no voting rights, except as set forth below or as expressly required by applicable law.

(i)Holders of Series E Non-Voting Common Stock shall be entitled to vote as a class on, and the affirmative vote of a majority in interest of such Holders voting as a class shall be required for, the adoption of any amendment to this Certificate of Incorporation that would materially and adversely affect the rights, privileges or preferences of the Series E Non-Voting Common Stock set forth in this Certificate of Incorporation.  For the avoidance of doubt, the voting rights of Holders of the Series E Non-Voting Common Stock are limited to the sole right to vote on any such amendment to the Certificate of Incorporation and such Holders shall have no other voting or consent rights of any nature whatsoever other than as may be required under the DGCL.

(ii)Holders of Series F Non-Voting Common Stock shall be entitled to vote as a class on, and the affirmative vote of a majority in interest of such Holders voting as a class shall be required for, the adoption of any amendment to this Certificate of Incorporation that would materially and adversely affect the rights, privileges or preferences of the Series F Non-Voting Common Stock set forth in this Certificate of Incorporation.  For the avoidance of doubt, the voting rights of Holders of the Series F Non-Voting Common Stock are limited to the sole right to vote on any such amendment to the Certificate of Incorporation and such Holders shall have no other voting or consent rights of any nature whatsoever other than as may be required under the DGCL.

(iii)Holders of Final Reclassification Common Stock shall vote as a single class on all matters submitted to a vote of the stockholders of the Corporation, and in any such vote each share of Final Reclassification Common Stock shall be entitled to one vote.  Holders of Final Reclassification Common Stock shall be entitled to vote as a class on, and the affirmative vote of a majority in interest of such Holders voting as a class shall be required for, the adoption of any amendment to this Certificate of Incorporation that would materially and adversely affect the rights, privileges or preferences of the Final Reclassification Common Stock set forth in this Certificate of Incorporation.

(b)Legend.  Each certificate representing a share of Common Stock shall be endorsed with the legend set forth in Section 12(e) of the Securityholders Agreement and

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any other legends required by applicable securities laws.  At such time, if ever, as the restrictions on transfer of the shares of Common Stock represented by such certificate set forth in the legend on such certificate shall become inapplicable, upon surrender by the Holder of such legended certificate representing shares of Common Stock, the Corporation shall cause to be delivered to such Holder a certificate for its shares of Preferred Stock that does not bear the restrictive legend.

ARTICLE SEVEN

DISTRIBUTIONS IN LIQUIDATION; OTHER DISTRIBUTIONS

7.1Distributions in Liquidation.  Cash and other assets available for distribution to the stockholders of the Corporation upon a liquidation of the Corporation shall be distributed as follows and in the following order of priority:

(i)First, such cash and other assets shall be distributed 100% to Holders of Series A Voting Preferred Stock and Series B Voting Preferred Stock, pro rata in proportion to the number of such shares held, until there shall have been distributed under this Section 7.1 and under Section 7.2 an aggregate amount in respect of each share of Series A Voting Preferred Stock and Series B Voting Preferred Stock equal to $0.01;

(ii)Second, such cash and other assets shall be distributed 100% to Holders of Series C Non-Voting Preferred Stock and Series D Non-Voting Preferred Stock, pro rata in proportion to the number of such shares held, until there shall have been distributed under this Section 7.1 and under Section 7.2 an aggregate amount in respect of each share of Series D Non-Voting Preferred Stock equal to $11.75;

(iii)Third, such cash and other assets shall be distributed 100% to Holders of Series C Non-Voting Preferred Stock and Series D Non-Voting Preferred Stock and, as of and following such time as such distributions reach levels that cause Participation Levels for particular shares of Series E Non-Voting Common Stock to be achieved, to the Holders of such shares of Series E Non-Voting Common Stock for which Participation Levels have been achieved, pro rata in proportion to the number of such shares held by each Holder, until there shall have been distributed under this Section 7.1 and under Section 7.2 an aggregate amount in respect of each share of Series D Non-Voting Preferred Stock sufficient to generate an internal rate of return on the capital invested in Series D Non-Voting Preferred Stock (which amount of capital is $11.75 per share) equal to 10% per annum, compounded annually (computed from the dates that the capital was initially invested in the Corporation until the dates distributions are made pursuant to this Section 7.1 and Section 7.2);

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(iv)Fourth, such cash and other assets shall be distributed (x) 95% to Holders of Series C Non-Voting Preferred Stock and Series D Non-Voting Preferred Stock and, as of and following such time as such distributions reach levels that cause Participation Levels for particular shares of Series E Non-Voting Common Stock to be achieved, to the Holders of such shares of Series E Non-Voting Common Stock for which Participation Levels have been achieved, pro rata in proportion to the number of such shares held by each Holder, and (y) 5% to Holders of Series F Non-Voting Common Stock pro rata in proportion to the number of  such shares held by each Holder, until there shall have been distributed under this Section 7.1 and under Section 7.2 an aggregate amount in respect of each share of Series D Non-Voting Preferred Stock sufficient to generate an internal rate of return on the capital invested in Series D Non-Voting Preferred Stock (which amount of capital is $11.75 per share) equal to 15% per annum, compounded annually (computed from the dates that the capital was initially invested in the Corporation until the dates distributions are made pursuant to this Section 7.1 and Section 7.2);

(v)Fifth, such cash and other assets shall be distributed (x) 90% to Holders of Series C Non-Voting Preferred Stock and Series D Non-Voting Preferred Stock and, as of and following such time as such distributions reach levels that cause Participation Levels for particular shares of Series E Non-Voting Common Stock to be achieved, to the Holders of such shares of Series E Non-Voting Common Stock for which Participation Levels have been achieved, pro rata in proportion to the number of such shares held by each Holder, and (y) 10% to Holders of Series F Non-Voting Common Stock pro rata in proportion to the number of  such shares held by each Holder, until there shall have been distributed under this Section 7.1 and under Section 7.2 an aggregate amount in respect of each share of Series D Non-Voting Preferred Stock sufficient to generate an internal rate of return on the capital invested in Series D Non-Voting Preferred Stock (which amount of capital is $11.75 per share) equal to 20% per annum, compounded annually (computed from the dates that the capital was initially invested in the Corporation until the dates distributions are made pursuant to this Section 7.1 and Section 7.2);

(vi)Sixth, such cash and other assets shall be distributed (x) 85% to Holders of Series C Non-Voting Preferred Stock and Series D Non-Voting Preferred Stock and, as of and following such time as such distributions reach levels that cause Participation Levels for particular shares of Series E Non-Voting Common Stock to be achieved, to the Holders of such shares of Series E Non-Voting Common Stock for which Participation Levels have been achieved, pro rata in proportion to the number of such shares held by each Holder, and (y) 15% to Holders of Series F Non-Voting Common Stock pro rata in proportion to the number of  such shares held by each Holder, until there shall have been

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distributed under this Section 7.1 and under Section 7.2 an aggregate amount in respect of each share of Series D Non-Voting Preferred Stock sufficient to generate an internal rate of return on the capital invested in Series D Non-Voting Preferred Stock (which amount of capital is $11.75 per share) equal to 25% per annum, compounded annually (computed from the dates that the capital was initially invested in the Corporation until the dates distributions are made pursuant to this Section 7.1 and Section 7.2); and

(vii)Thereafter, such cash and other assets shall be distributed (x) 75% to Holders of Series C Non-Voting Preferred Stock and Series D Non-Voting Preferred Stock and, as of and following such time as such distributions reach levels that cause Participation Levels for particular shares of Series E Non-Voting Common Stock to be achieved, to the Holders of such shares of Series E Non-Voting Common Stock for which Participation Levels have been achieved, pro rata in proportion to the number of such shares held by each Holder, and (y) 25% to Holders of Series F Non-Voting Common Stock pro rata in proportion to the number of  such shares held by each Holder.

7.2Other Distributions.  Cash and other assets available for distribution to the stockholders of the Corporation other than in liquidation of the Corporation shall be distributed in the order of priority specified in Section 7.1(i), (ii) and (iii), except that no such cash or other assets shall be distributed in excess of the amount that would complete the distributions contemplated by Sections 7.1(i), (ii) and (iii) without the consent of a majority in interest of the Holders of the Series F Non-Voting Common Stock.  If such consent is granted, any such distributions shall continue to be made as specified in  Section 7.1(iii) notwithstanding the fact that such distributions would increase the internal rate of return beyond 10%.  In the event that any such excess distributions under Section 7.1(iii) are made under this Section, distributions made thereafter in liquidation of the Corporation shall be adjusted to cause the aggregate distributions made by the Corporation (taking into account all distributions previously made) to conform to the order of priority set forth in Section 7.1.

7.3Certain Matters Relating to Distributions.

(a)Notwithstanding any provision to the contrary contained in this Certificate of Incorporation, the Corporation shall not make any distribution that would violate any provision of the DGCL or other applicable law.

(b)In the event of a distribution of property, the amount distributed shall be deemed to be the fair market value of such property for all purposes of the calculations under Sections 7.1 and 7.2.

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(c)Notwithstanding anything herein to the contrary, following the conversion of all capital stock of the Corporation into Final Reclassification Common Stock, all distributions shall be made among the Holders of Final Reclassification Common Stock in proportion to the number of such shares held by each Holder.

ARTICLE EIGHT

BOARD OF DIRECTORS

8.1Generally.  The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by this Certificate of Incorporation directed or required to be exercised or done by the stockholders.

(a)Number of Directors.  The number of directors constituting the Board shall initially equal nine, comprised of five Series A Directors and four Series B Directors; provided that if the Chief Executive Officer of the Corporation (the “CEO”) serving in such capacity on the date this Certificate of Incorporation is filed with the Secretary of State of the State of Delaware ceases to serve in such capacity and is replaced by a replacement CEO, at the option of a majority in interest of the Holders of the Series A Voting Preferred Stock, either (i) the replacement CEO will become a Series A Director, replacing one of the Series A Directors who is not an Independent Director, or (ii) the number of directors constituting the Board shall be increased to ten, the replacement CEO will be elected as a fourth Series A Director who is not an Independent Director and will be assigned to Class I, and upon the resignation or expiration of the term of the Series B Director who is an Independent Director such director will be replaced by an Independent Director elected by the Holders of the Series A Voting Preferred Stock in accordance with Section 5.1(a)(ii)-(iii), and thereafter all of the Class III directors will be elected by the holders of the Series A Voting Preferred Stock.

(b)Classification.  The directors of the Corporation shall be divided into three classes: Class I, Class II and Class III.  Membership in such classes shall be as nearly equal in number as possible and, subject to Section 8.1(a), each class shall have at least one Series A Director and one Series B director.  Class I shall initially be comprised of Michael S. Willner, Dinni Jain and James A. Attwood, Jr., Class II shall be initially comprised of Sidney R. Knafel, William E. Kennard and Michael J. Connelly, and Class III shall be initially comprised of the remaining directors.  The term of office of the initial Class I directors shall expire at the annual election of directors by Holders of Voting Preferred Stock in 2006; the term of office of the initial Class II directors shall expire at the annual election of directors by Holders of Voting Preferred Stock in 2007; the term of office of the initial Class III directors shall expire at the annual election of directors by Holders of Voting Preferred Stock in 2008, or, in each case, thereafter when their respective successors are elected and qualified, subject, however, to prior death,

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resignation, retirement, disqualification or removal from office. At each succeeding annual election of directors by Holders of Voting Preferred Stock beginning in 2006, the directors chosen to succeed those whose terms then expire shall be identified as being of the same class as the directors they succeed and shall be elected for a term expiring at the third succeeding annual election of directors by Holders of Voting Preferred Stock, or thereafter when their respective successors in each case are elected and qualified.  If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

(c)Resignations.  Any director may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation, signed by such director, to the CEO or the secretary of the Corporation.  Unless otherwise specified therein, such resignation shall take effect upon delivery.  The process for designating a replacement to fill such vacancy in the Board shall be governed by the provisions set forth in Section 5.1(a)(ii)-(iii), and any replacement director of any class elected to fill a vacancy resulting from resignation of a director of such class shall hold office for a term that shall coincide with the remaining term of that class.

(d)Removal of Directors.  Any non-Independent Director may be removed at any time, either for or without cause, upon the affirmative vote of a majority in interest of the Holders of the shares of Voting Preferred Stock entitled to vote for the election of such director.  Any Independent Director may be removed only for cause, upon the affirmative vote of a majority in interest of the Holders of the shares of Voting Preferred Stock entitled to vote for the election of such director; provided, that failure to continue to meet the independence requirements set forth in the definition of “Independent Director” in Article Twelve shall be deemed to establish cause for removal.  The process for designating a replacement to fill any vacancy caused by a removal shall be governed by the provisions set forth in Section 5.1(a)(ii)-(iii), and any replacement director of any class elected to fill a vacancy resulting from removal of a director of such class shall hold office for a term that shall coincide with the remaining term of that class.

(e)Liability.  No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director, provided that nothing contained in this Certificate of Incorporation shall eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit.  If the DGCL is amended after the filing of this Certificate of

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Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.  Any repeal or modification of this paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing in respect of any act or omission occurring prior to the time of such repeal or modification.

(f)Budget Approval.  The affirmative vote of two thirds of the members of the Board shall be required to approve and adopt the Annual Operating Budget of the Corporation.

8.2Indemnification

(a)Indemnification of Directors and Officers.

(i)The Corporation shall indemnify and hold harmless to the fullest extent authorized by the DGCL as the same exists or may hereafter be amended (but in the case of any such amendment only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said DGCL permitted the Corporation to provide prior to such amendment) any person who was or is a party or is threatened to be made a party to, or is otherwise involved in, any actual, threatened, pending or completed claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he/she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against all expenses (including attorneys’ fees), liabilities or losses, including judgments, fines and amounts paid or to be paid in settlement actually and reasonably incurred or suffered by him/her in connection with such claim, action, suit, proceeding or investigation if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful. The termination of any claim, action, suit, proceeding or investigation by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.

(ii)The Corporation shall indemnify and hold harmless to the fullest extent authorized by the DGCL as the same exists or may hereafter be amended (but in the case of any such amendment only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said DGCL permitted the Corporation to provide prior to such amendment) any person who was or is a party or is threatened to be

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made a party to any actual, threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he/she is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise against all expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit, if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of the Corporation except that no such indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(iii)To the extent that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit, proceeding or investigation referred to in subparagraphs (i) and (ii) of this Section 8.2(a), or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection therewith.

(iv)Any indemnification under subparagraphs (i) and (ii) of this Section 8.2(a) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he/she has met the applicable standard of conduct set forth in subparagraphs (i) and (ii) of this Section 8.2(a). Such determination shall be made (1) by the Board by a majority vote of a quorum consisting of directors who were not parties to such claim, action, suit, proceeding or investigation, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by Holders of Series A Voting Preferred Stock and Series B Voting Preferred Stock.

(v)No amendment, modification or repeal of this Section 8.2 shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment, modification or repeal.  No amendment, modification or repeal shall adversely affect any right or protection existing at the time of such amendment, modification or repeal of any director or officer of the Corporation.

(b)Advancement of Expenses.  Expenses (including attorney’s fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative

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claim, action, suit, proceeding or investigation shall be paid by the Corporation in advance of the final disposition of such claim, action, suit, proceeding or investigation upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined by final judicial decision from which there is no right to appeal that he/she is not entitled to be indemnified by the Corporation as authorized in this Section 8.2.  Such expenses (including attorney’s fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board deems appropriate.

(c)Non-Exclusivity of Rights.  The indemnification and advancement of expenses provided by, or granted pursuant to, the other paragraphs of this Section 8.2 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any statute, By-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office.

(d)Insurance.  The Board may authorize, by a vote of a majority of a quorum of the Board, the Corporation to purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Corporation would have the power to indemnify him/her against such expense, liability or loss under the provisions of the DGCL or this Section 8.2.

(e)Merger; Consolidation.  For the purposes of this Section 8.2, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section 8.2 with respect to the resulting or surviving corporation as he/she would have with respect to such constituent corporation if its separate existence had continued.

(f)References.  For purposes of this Section 8.2, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or

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involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he/she reasonably believed to be in the best interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Section 8.2.

(g)Continuation of Indemnification and Advancement of Expenses.  The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 8.2 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(h)Indemnification of Employees and Agents.  The Corporation may, at its option, indemnify and hold harmless to the fullest extent authorized by the DGCL as the same exists or may hereafter be amended (but in the case of any such amendment only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said DGCL permitted the Corporation to provide prior to such amendment) any person who was or is a party or is threatened to be made a party to, or is otherwise involved in, any actual, threatened, pending or completed claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, by reason of the fact that he/she is or was an employee or agent of the Corporation or, while an employee or agent of the Corporation, is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), liabilities or losses, including judgments, fines and amounts paid or to be paid in settlement actually and reasonably incurred or suffered by him/her in connection with such claim, action, suit, proceeding or investigation, to the extent permitted by Section 145 of the DGCL.

8.3Committees.  Except as may otherwise be required by applicable law:

(a)Audit Committee.  The Board shall have an audit committee (the “Audit Committee”) consisting of three directors, including two Independent Directors and one Series B Director (who need not be an Independent Director), provided that, if applicable law requires that the Audit Committee be comprised only of independent directors, the Audit Committee shall consist of two Independent Directors.  The powers and functions of the Audit Committee shall be as set forth in the Audit Committee’s charter to be adopted by the Board.

(b)Compensation Committee.  The Board shall have a compensation committee (the “Compensation Committee”), consisting of three directors, including two Independent Directors and one Series B Director (who need not be an Independent Director).  The powers and functions of the Compensation

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Committee shall be as set forth in the Compensation Committee’s charter to be adopted by the Board.

(c)Governance Committee.  The Board shall have a governance committee (the “Governance Committee”), consisting of three directors, including: (i) two Independent Directors, one of whom shall be elected by the Series A Directors serving on the Board at the time of such election and the other shall be elected by the Series B Directors serving on the Board at the time of such election, and (ii) one Series B Director (who need not be an Independent Director), who shall be elected by the Series B Directors serving on the Board at the time of such election.  Except as provided in subparagraph (d) below, the powers and functions of the Governance Committee shall be as set forth in the Governance Committee’s charter to be adopted by the Board.

(d)Change in Charter and Function of Governance Committee.  Following the occurrence of a Material Credit Default and delivery by a majority in interest of the Holders of the Series B Voting Preferred Stock to the Corporation of a notice setting forth an election to cause to be effective the provisions of this subparagraph (d), the Governance Committee’s functions and charter shall be expanded to include all the functions that may be delegated to an executive committee of a Delaware corporation and the Board shall not thereafter take any actions to narrow, limit or curtail such expanded functions.  Following the delivery of such an election notice, a representative of the Holders of the Series A Voting Preferred Stock shall be entitled to attend all meetings of the Governance Committee and shall be provided with the same notice of such meetings and the same financial and other information that is provided to members of such Committee in connection with such meetings; provided that (i) such representative shall have no rights to participate in such meetings, and (ii) such representative may be excluded from any meeting at which, in the judgment of a majority of the members of such Committee, there will be discussed matters that pose a conflict of interest with respect to such representative.

(e)Additional Committees.  The Board may, by resolution approved by not fewer than seven directors (or eight directors if the number of directors constituting the Board has been increased to ten pursuant to Section 8.1(a)), designate one or more additional committees.

ARTICLE NINE

AMENDMENTS

The affirmative vote of at least seven directors of the Board (or eight directors if the number of directors constituting the Board has been increased to ten

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pursuant to Section 8.1(a)) shall be required to amend, alter, change or repeal this Certificate of Incorporation, the By-laws of the Corporation or the charter of any committee of the Board, or to adopt any provision as part of this Certificate of Incorporation, the By-laws of the Corporation or the charter of any committee of the Board.

ARTICLE TEN

CORPORATE GOVERNANCE

10.1Additional Powers.  The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation and for the further definition of the powers of the Corporation and its directors and stockholders:

(a)Elections of directors need not be by written ballot unless the By-laws of the Corporation so provide.

(b)Special meetings of stockholders may be called by the Board, the Chairman of the Board, the CEO, a majority in interest of the Holders of Series A Voting Preferred Stock or a majority in interest of the Holders of Series B Voting Preferred Stock, and may not be called by any other Person.

10.2Actions Requiring Consent of Holders of Series B Voting Preferred Stock.  Except as otherwise expressly required by the DGCL, the Corporation may not and may not cause or permit any of its Subsidiaries to take any of the following actions without the consent of a majority in interest of the Holders of the Series B Voting Preferred Stock:

(a)effecting any material change in its or their business;

(b)amending or otherwise changing its or their governing documents, including its Certificate of Incorporation or By-laws;

(c)except as provided in Section 8.1(a), changing the composition of the Board or the composition of committees of the Board, including, but not limited to, size, allocation of seats, and independence requirements, or the entity form or tax classification of the Partnership or any Corporation Subsidiary;

(d)undertaking any transaction with a related party, including, but not limited to, approving management compensation plans; provided, however, that such consent will not be required for (i) awards of Series E Non-Voting Common Stock or Series F Non-Voting Common Stock, (ii) transactions expressly authorized by and consummated in conformity with all the provisions of Section 4 of the Securityholders Agreement, (iii) payments contemplated under the Employment Agreements or (iv) awards of the management bonus pool

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authorized by and made in conformity with Section 9 of the Securityholders Agreement.

(e)changing its or their public accountants;

(f)liquidating, dissolving, filing a petition in bankruptcy or entering into an arrangement for the benefit of creditors;

(g)incurring any material indebtedness other than (x) borrowings in the ordinary course of business and in an aggregate amount not to exceed $10,000,000 in any calendar year and (y) borrowings in the ordinary course of business for cash management purposes under revolving credit facilities in amounts not to exceed, in any one borrowing or group of related borrowings, $50,000,000 provided, that in any such case (1) in the case of a borrowing or group of related borrowings that do not exceed $20,000,000, the Company shall have given actual notice thereof to a Series B Director prior to the such borrowing or the first of such related borrowings and (2) in the case of a borrowing or group of related borrowings that exceed $20,000,000, the Company shall have given actual notice thereof to a Series B Director at least 48 hours prior to the delivery of a borrowing request with respect to such borrowing or the first of such related borrowings and no Series B Director shall within 48 hours of receipt of such notice have delivered to the Company a written objection to such borrowing;

(h)effecting any material amendment of any agreement governing material indebtedness, or issuing any equity, preferred stock, convertible debt, options or warrants or authorizing the sale of additional Partnership Interests (as defined in the Partnership Agreement) (other than awards of Series F Non-Voting Common Stock and the issuance of stock in respect of deferred stock awards previously issued as of the date hereof), or calling for capital contributions by the Partnership;

(i)effecting any acquisition, disposition or exchange of material assets or equity interests, including equity interests of any Subsidiary, sale or merger of the Corporation, initial public offering by the Corporation of common stock or other recapitalization, or other forms of reorganization or entering into any material joint ventures; provided, however, that such consent will not be required for any transactions expressly authorized by and consummated in conformity with all the provisions of Section 4 of the Securityholders Agreement;

(j)declaring or paying any distribution or dividends on, or repurchasing or redeeming, equity interests, provided, that nothing in this Section 10.2(i) shall prevent the Partnership from making or paying any dividend or distribution required to be made or paid pursuant to Section 4.1(a) of the

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Partnership Agreement, and provided further, that no such consent shall be required to the extent that the requirement of such consent violates Section 7.10 of the Midwest Credit Agreement;

(k)effecting any amendments, modifications, supplements or other changes to the Partnership Agreement;

(l)commencing a Partnership Split-Up (as defined in the Securityholders Agreement); provided, however, that such consent will not be required for a commencement of such Partnership Split-Up expressly authorized by and consummated in conformity with all the provisions of Section 4 of the Securityholders Agreement;

(m)entering into contracts or Strategic Relationships outside the ordinary course of business that are material to the Corporation as a whole;

(n)settling any material claim or lawsuit;

(o)selecting a new general partner for any Corporation Subsidiary or admission of any new partners or members to any Corporation Subsidiary; and

(p)selecting any replacement CEO, President, Chief Operating Officer or Chief Financial Officer of the Corporation.

ARTICLE ELEVEN

SECTION 203 OPT-OUT

The Corporation expressly elects not to be bound or governed by, or otherwise subject to, Section 203 of the DGCL, “Business Combinations With Interested Stockholders”, as from time to time in effect or any successor provision thereto.

ARTICLE TWELVE

DEFINITIONS

As used herein, the following terms have the meanings set forth below:

“Annual Operating Budget” means the annual operating budget of the Corporation proposed by Management for a given year beginning in fiscal 2006.

“Employment Agreements” means those certain employment agreements between the Corporation and each of Michael S. Willner, Dinni Jain and John Abbott, and any

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replacement agreements duly authorized and entered into by the Corporation and each of the foregoing Persons.

“Equity Securities” means the Common Stock and the Preferred Stock and any other common stock or preferred stock of the Corporation.

“Holder” means the Person in whose name any Equity Securities are registered in the books and records of the Corporation.

“Independent Director” means a director (x) who a majority of the Independent Directors determines has no material relationship with the Corporation and has no current or prior relationship with Management, the Corporation or Holders of Series A Voting Preferred Stock or Series B Voting Preferred Stock that might cause such director to act other than entirely independently with respect to all issues that come before the Board; and (y) who satisfies the independence requirements under Rule 303A.02 of the Listed Company Manual of the New York Stock Exchange; provided, however, that if, at any time, no member of the Board is an Independent Director, an “Independent Director” shall mean a director who the majority of the Board determines satisfies the independence test set forth in (x) and (y) hereof; provided further, that Geraldine B. Laybourne, Amos B. Hostetter, Jr. and Stephen G. Gray shall be deemed to be Independent Directors as of December 16, 2005; and provided further, that no Independent Director shall be permitted to participate in a vote to determine whether his or her replacement director satisfies the independence test set forth in (x) and (y) hereof.

“Management” means the CEO, the Chief Operating Officer, the Chief Financial Officer, the General Counsel and Secretary and any other executive officers or the Corporation.

“Material Credit Default” means (i) any default under any of Section 7.12, 7.13 or 7.14 of the Midwest Credit Agreement as in effect on the date hereof and regardless of whether such credit agreement has been terminated, replaced or amended, or (ii) any payment default under any debt instrument at the Corporation or Subsidiary levels (subject to a cure period equal to the lesser of three days or the applicable cure period contained in such debt instrument).  The foregoing notwithstanding, if the Corporation is required to consummate a transaction pursuant to Section 4 of the Securityholders Agreement and the consummation of such transaction causes an immediate Material Credit Default, such event shall not be deemed to be a Material Credit Default.

“Midwest Credit Agreement” means the Amended and Restated Credit Agreement, dated as of August 26, 2003, by and among Insight Midwest Holdings, LLC, the lenders party thereto and The Bank of New York, as agent.

“Partnership” means Insight Midwest, L.P., a Delaware limited partnership.

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“Partnership Agreement” means the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of January 5, 2001, as amended.

“Person” means any natural person, firm, individual, partnership, joint venture, business trust, trust, association, corporation, company or unincorporated entity.

“Securityholders Agreement” means the Securityholders Agreement, dated as of December 16, 2005, by and among Carlyle Partners III Telecommunications, L.P., Carlyle Partners IV Telecommunications, L.P., CP III Coinvestment, L.P., CP IV Coinvestment, L.P., each a Delaware limited partnership, the Corporation, those individuals identified as “Continuing Investor Securityholders” on the signature pages thereof, Continuing Investor Holding Company, LLC, a Delaware limited liability company, PH Investments, LLC, a Delaware limited liability company, and each other Person who subsequently becomes a party thereto, as amended.

“Strategic Relationships” means any material strategic relationship or alliance in which the Corporation agrees to share profits, pay royalties, or grant exclusive rights of any nature to any material assets of the Corporation to any third party.

“Subsidiary” means, when used with respect to any party, any corporation or other organization, whether incorporated or unincorporated, (i) of which such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party or any Subsidiary of such party do not have a majority of the voting interests in such partnership), or (ii) at least a majority of the securities or other interests of which having, by their terms, ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization, is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.  Without limiting any of the foregoing, Subsidiaries of the Corporation shall be deemed to include the Partnership and its Subsidiaries.

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EX-3.2

Exhibit 3.2

BY-LAWS

OF

INSIGHT  COMMUNICATIONS COMPANY, INC.

Effective as of December 16, 2005

Table of Contents

		Page
ARTICLE I
OFFICES
Section 1.01.	Registered Office	1
Section 1.02.	Other Offices	1
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.01.	Annual Meetings	1
Section 2.02.	Special Meetings	1
Section 2.03.	Notice of Meetings; Waiver of Notice	1
Section 2.04.	Quorum; Adjournment	2
Section 2.05.	Voting	2
Section 2.06.	Proxies	3
Section 2.07.	Voting Lists	3
Section 2.08.	Organization; Procedure	4
Section 2.09.	Consent of Stockholders in Lieu of Meeting	4
ARTICLE III
BOARD OF DIRECTORS
Section 3.01.	General Powers	5
Section 3.02.	Number of Directors; Election	5
Section 3.03.	Resignations	5
Section 3.04.	Removal of Directors	5
Section 3.05.	Vacancies; Newly Created Directorships	6
Section 3.06.	Regular Meetings	6
Section 3.07.	Special Meetings	6
Section 3.08.	Notice of Meetings; Waiver of Notice	6
Section 3.09.	Quorum; Voting	7
Section 3.10.	Action by Telephonic Communications	7
Section 3.11.	Adjournment	7
Section 3.12.	Action Without a Meeting	7
Section 3.13.	Procedures; Regulations	7
Section 3.14.	Compensation	8
Section 3.15.	Reliance on Accounts and Reports, etc.	8

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		Page
ARTICLE IV
COMMITTEES
Section 4.01.	Designation of Committees	8
Section 4.02.	Members	8
Section 4.03.	Committee Procedures	8
Section 4.04.	Meetings and Actions of Committees	9
Section 4.05.	Resignations; Vacancies	9
ARTICLE V
OFFICERS
Section 5.01.	Officers	9
Section 5.02.	Appointment of Officers	10
Section 5.03.	Removal and Resignation of Officers	10
Section 5.04.	Vacancies	10
Section 5.05.	Compensation	11
Section 5.06.	Chairman of the Board	11
Section 5.07.	CEO	11
Section 5.08.	Secretary	11
Section 5.09.	Treasurer	12
ARTICLE VI
CAPITAL STOCK
Section 6.01.	Certificates of Stock, Uncertificated Shares	12
Section 6.02.	Signatures; Facsimile	13
Section 6.03.	Lost, Stolen or Destroyed Certificates	13
Section 6.04.	Transfer of Stock	13
Section 6.05.	Registered Stockholders	13
Section 6.06.	Transfer Agent and Registrar	14
ARTICLE VII
GENERAL PROVISIONS
Section 7.01.	Execution of Instruments	14
Section 7.02.	Voting as Stockholder	14
Section 7.03.	Fiscal Year	14
Section 7.04.	Seal	14
Section 7.05.	Books and Records; Inspection	14

ii

		Page
Section 7.06.	Electronic Transmission	14
ARTICLE VIII
AMENDMENTS
Section 8.01.	Amendments	15
ARTICLE IX
CONSTRUCTION
Section 9.01.	Construction	15

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ARTICLE I

OFFICES

Section 1.01.Registered Office.  The registered office of the corporation in the State of Delaware shall be located in the City of Dover, County of Kent, State of Delaware.

Section 1.02.Other Offices.  The corporation may also have offices or places of business at such other locations within and without the State of Delaware as the Board of Directors of the corporation (the “Board”) may from time to time determine or as the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.01.Annual Meetings.  An annual meeting of holders of Series A Voting Preferred Stock of the corporation (“Series A Voting Preferred Stock”) and holders of Series B Voting Preferred Stock of the corporation (“Series B Voting Preferred Stock” and, together with Series A Voting Preferred Stock, “Voting Preferred Stock”) for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held each year, either within or without the State of Delaware, on such date and at such time as are designated by resolution of the Board, unless holders of Voting Preferred Stock have acted by written consent to elect directors as permitted by the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”), and in accordance with Section 2.09 of these bylaws.

Section 2.02.Special Meetings.  A special meeting of holders of Voting Preferred Stock or holders of any other class or series or classes or series of capital stock of the corporation, for any purpose or purposes, may be called by the Chairman of the Board or the Chief Executive Officer (the “CEO”) and shall be called by the CEO or the Secretary pursuant to a resolution of the Board or a request in writing of a majority of the votes of the shares of Series A Voting Preferred Stock or the shares of Series B Voting Preferred Stock, in each case issued and outstanding as of the time of such request, to be held on such date and at such time and place as are designated by such officer or in such resolution or request.

Section 2.03.Notice of Meetings; Waiver of Notice.

(a)The Secretary shall cause notice of each meeting of stockholders of the corporation to be given in writing in a manner permitted by the DGCL not less than ten days nor more than 60 days prior to the meeting to each stockholder of record entitled to vote at such meeting, subject to such exclusions as are then permitted by the DGCL.  The

notice shall specify (i) the place, if any, date and time of such meeting, (ii) in the case of a special meeting, the purpose or purposes for which such meeting is called, and (iii) such other information as may be required by law or as the officer calling the meeting or the Board may deem appropriate.

(b)A written waiver of notice of meeting signed by a stockholder, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice.  Attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

Section 2.04.Quorum; Adjournment.

(a)Except (i) as otherwise provided by law or by the certificate of incorporation or (ii) with respect to any matter on which a separate vote by a class or series or classes or series of capital stock of the corporation is required, the presence (in person or by proxy) at any meeting of holders of Voting Preferred Stock of the holders of record of a majority of the votes of the outstanding shares of Voting Preferred Stock shall constitute a quorum for the transaction of business at such meeting.  Where a separate vote by a class or series or classes or series of capital stock of the corporation is required on any matter, the presence (in person or by proxy) of the holders of record of a majority of the outstanding shares of such class or series or classes or series shall constitute a quorum entitled to take action with respect to such matter.

(b)Whether or not a quorum is present at any meeting of the stockholders, the holders of a majority of the voting power of the shares of capital stock present in person or by proxy at such meeting may adjourn the meeting from time to time to another time or place.  If a quorum is present at such adjourned meeting, any business may be transacted thereat that might have been transacted at the original meeting.  No notice need be given of any such adjourned meeting if the place, if any, and date and time thereof are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting after the adjournment, in which case notice of the adjourned meeting shall be given in accordance with Section 2.03 of these bylaws to each stockholder of record entitled to vote at the meeting.

Section 2.05.Voting.

(a)Except as otherwise provided in the certificate of incorporation, each holder of record of shares entitled to vote at a meeting of stockholders shall be entitled to one vote for each share outstanding in such holder’s name on the books of the corporation (x) at the close of business on the record date for such meeting or (y) if no record date has been fixed for such meeting, at the close of business on the day next

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preceding the day on which notice of the meeting is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  At any meeting at which a quorum is present, any matter brought before such meeting, other than the election of directors, shall be decided by the affirmative vote of a majority of the votes of the shares of stock present in person or represented by proxy at the meeting and entitled to vote on the matter in question, unless (i) the matter is one upon which a different vote is required by express provision of law or the certificate of incorporation and (ii) subject to any consent or other similar rights of the holders of any class or series of capital stock of the corporation set forth in the certificate of incorporation.

(b)At any meeting of stockholders for the election of directors, directors shall be elected by a plurality of the votes of the shares of stock present in person or represented by proxy at the meeting and entitled to vote on the election of directors.  The stockholders shall not have the right to cumulate their votes for the election of directors.  Elections of directors need not be by written ballot.

Section 2.06.Proxies.  Each stockholder entitled to vote at a meeting of stockholders or to express consent to or dissent from corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy.  A stockholder may authorize a valid proxy by executing a written instrument signed by such stockholder, or by causing his or her signature to be affixed to such writing by any reasonable means including but not limited to by facsimile signature, or by transmitting or authorizing an electronic transmission setting forth an authorization to act as proxy to the person designated as the holder of the proxy, a proxy solicitation firm or a like authorized agent.   No proxy may be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period.  Every proxy is revocable at the pleasure of the stockholder executing it unless the proxy states that it is irrevocable and applicable law makes it irrevocable.  A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary.  Any copy, facsimile telecommunication or other reliable reproduction of a writing created pursuant to this Section 2.07 may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used if such copy, facsimile telecommunication or other reproduction is a complete reproduction of the entire original writing.

Section 2.07.Voting Lists.   The officer of the corporation who has charge of the stock ledger of the corporation shall prepare, at least ten days before every meeting of stockholders (and before any adjournment thereof for which a new record date has been fixed), a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, for a period of at least ten days

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prior to the meeting, at such a place and time as required by the DGCL and other applicable law, and shall be produced and kept at the time and place of the meeting during the entire time thereof.  The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list required by this Section 2.07 or to vote in person or by proxy at any meeting of stockholders.

Section 2.08.Organization; Procedure.  The Chairman of the Board shall preside at any meeting of stockholders.  If the Chairman of the Board is absent or disabled, the CEO shall preside at the meeting.  In the event that neither the Chairman of the Board nor the CEO can preside, the presiding officer shall be selected by the Board or, failing action by the Board, by a majority of the stockholders present in person or represented by proxy at the meeting.  The Secretary, or in the event of his or her absence or disability, an appointee of the presiding officer of the meeting, shall act as secretary of the meeting.  The Board may make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient.  Subject to any such rules and regulations, the presiding officer of any meeting shall have the right and authority to prescribe rules, regulations and procedures for such meeting and to take all such actions as in the judgment of the presiding officer are appropriate for the proper conduct of such meeting.

Section 2.09.Consent of Stockholders in Lieu of Meeting.

(a)Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken at an annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, are (i) signed (A) in the case of any meeting of holders of Voting Preferred Stock, by the holders of record of a majority of the votes of the outstanding shares of each of Series A Voting Preferred Stock and Series B Voting Preferred Stock or (B) in the case of any meeting of holders of any other class or series or classes or series of capital stock of the corporation, by the holders of outstanding shares of such class or series or classes or series of capital stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted (but not less than the minimum number of votes otherwise prescribed by law), and (ii) delivered to the corporation by delivery to its registered office in the State of Delaware, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded, within 60 days of the earliest dated consent so delivered to the corporation.

(b)If a stockholder consent is to be given, and the Board has not fixed a record date for the purpose of determining the stockholders entitled to participate in such consent, then: (i) if the DGCL or the certificate of incorporation does not require action by the Board prior to the proposed stockholder action, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be

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taken is delivered to the corporation at any of the locations permitted by clause (ii) of the preceding paragraph; and (ii) if the DGCL or the certificate of incorporation requires action by the Board prior to the proposed stockholder action, the record date shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.   Every written consent to action without a meeting shall bear the date of signature of each stockholder who signs the consent, and shall be valid if delivered to the corporation at any of the locations specified in clause (ii) of the preceding paragraph.

(c)The Secretary shall give prompt notice of the taking of any action without a meeting by less than unanimous written consent to those stockholders who have not consented in writing to the taking of such action and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the corporation in accordance with the DGCL.

ARTICLE III

BOARD OF DIRECTORS

Section 3.01.General Powers.  The business and affairs of the corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by the certificate of incorporation directed or required to be exercised or done by the stockholders.  The directors shall act only as a Board, and the individual directors shall have no power as such.

Section 3.02.Number of Directors; Election.  The number of directors constituting the entire Board shall be a number to be fixed from time to time by the certificate of incorporation.  The directors of the corporation shall be elected in the manner and shall hold office for a term prescribed in the certificate of incorporation.  The directors need not be stockholders of the corporation.

Section 3.03.Resignations.  Any director may resign at any time by submitting an electronic transmission or by delivering a written notice of resignation, signed by such director, to the CEO or the Secretary.  Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 3.04.Removal of Directors.  Directors may be removed only at such times, in such manner and on such grounds as provided in the certificate of incorporation.

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Section 3.05.Vacancies; Newly Created Directorships.

(a)Except as set forth in Section 3.05(b), any vacancy in the Board by reason of death, resignation, removal or otherwise may be filled solely by the stockholders entitled to vote for the election of the director whose departure created such vacancy, acting at a meeting of stockholders or by written consent in accordance with the DGCL and these bylaws, and any director elected to fill such vacancy shall be of the same class as the director whose departure created such vacancy and shall hold office for a term that shall coincide with the remaining term of that class, or thereafter until such director’s successor is elected and qualified.

(b)Any newly created directorships resulting from any increase in the number of directors constituting the Board shall be filled solely by the stockholders entitled to vote for the election of an additional director to fill such newly created directorship pursuant to the certificate of incorporation, acting at a meeting of stockholders or by written consent in accordance with the DGCL and these bylaws, and any additional director elected to fill a vacancy resulting from such newly created directorship shall be of the class to which such newly created directorship is allocated pursuant to the certificate of incorporation and shall hold office for a term that shall coincide with the remaining term of that class, or thereafter until such director’s successor is elected and qualified.

Section 3.06.Regular Meetings.  Regular meetings of the Board may be held on such dates, and at such times and places, as shall be determined from time to time by resolution of the Board.

Section 3.07.Special Meetings.  Special meetings of the Board shall be held when called by the Chairman of the Board or the CEO, or by the Secretary upon a written request of two directors then in office, at such place, date and time as may be specified in the respective notices or waivers of notice of such meetings.  Any business may be conducted at a special meeting.

Section 3.08.Notice of Meetings; Waiver of Notice.

(a)Notices of special meetings shall be given to each director, and notice of each resolution or other action affecting the date, time or place of one or more regular meetings shall be given to each director not present at the meeting adopting such resolution or other action, subject to the provisions of Section 3.11.  Notices shall be given personally, or by telephone confirmed by facsimile or electronic transmission dispatched promptly thereafter, or by facsimile or electronic transmission confirmed by a writing delivered by a recognized overnight courier service, directed to each director at the address from time to time designated by such director to the Secretary.  Each such notice and confirmation must be given (received in the case of personal service or delivery of written confirmation) at least 24 hours prior to the time of a special meeting,

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and at least five days prior to the initial regular meeting affected by such resolution, as the case may be.

(b)A written waiver of notice of meeting signed by a director or a waiver by electronic transmission by a director, whether given before or after the meeting time stated in such notice, is deemed equivalent to notice.  Attendance of a director at a meeting is a waiver of notice of such meeting, except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business at the meeting on the ground that the meeting is not lawfully called or convened.

Section 3.09.Quorum; Voting.  At all meetings of the Board, the presence of a majority of the total authorized number of directors shall constitute a quorum for the transaction of business.  Except as otherwise required by law or the certificate of incorporation, the vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board.

Section 3.10.Action by Telephonic Communications.  Members of the Board or any committee thereof may participate in a meeting of the Board or any committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Section 3.11.Adjournment.  A majority of the directors present may adjourn any meeting of the Board to another date, time or place, whether or not a quorum is present.  No notice need be given of any adjourned meeting unless (a) the date, time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 3.08 of these bylaws applicable to special meetings shall be given to each director, or (b) the meeting is adjourned for more than 24 hours, in which case the notice referred to in clause (a) shall be given to those directors not present at the announcement of the date, time and place of the adjourned meeting.

Section 3.12.Action Without a Meeting.  Unless otherwise restricted by an express provision of the certificate of incorporation, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 3.13.Procedures; Regulations.  The Chairman of the Board shall preside at any meeting of the Board.  If the Chairman of the Board is absent or disabled, the presiding officer shall be selected by the Board.  The Secretary, or in the event of his or her absence or disability, an appointee of the presiding officer of the meeting, shall act as

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secretary of the meeting.  To the extent consistent with applicable law, the certificate of incorporation and these bylaws, the Board may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the affairs and business of the corporation as the Board may deem appropriate.

Section 3.14.Compensation.   The Board may by resolution determine the compensation of directors for their services and the expenses in the performance of such services for which a director is entitled to reimbursement.

Section 3.15.Reliance on Accounts and Reports, etc.  A director, as such or as a member of any committee designated by the Board, shall in the performance of his or her duties be fully protected in relying in good faith upon the records of the corporation and upon information, opinions, reports or statements presented to the corporation by any of the corporation’s officers or employees, or committees designated by the Board, or by any other person as to the matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the corporation.

ARTICLE IV

COMMITTEES

Section 4.01.Designation of Committees.  Except as may be required by applicable law, the Board shall designate such committees as set forth in the certificate of incorporation.  Each such committee shall consist of such number of directors of the corporation as from time to time may be fixed in the certificate of incorporation.  Any such committee, to the extent provided in the certificate of incorporation, shall have and may exercise such powers and authority as set forth in such committee’s charter adopted by resolution of the Board.  The Board may, by resolution adopted in the manner set forth in the certificate of incorporation, designate one or more additional committees.

Section 4.02.Members.  The members of each committee shall be selected in accordance with the certificate of incorporation and the charter of such committee approved by the Board.  Each member of any committee shall hold office until the time he or she ceases for any reason to be a director of the corporation, or until his or her earlier death, resignation or removal.

Section 4.03.Committee Procedures.  A quorum for each committee shall be a majority of its members, unless a greater quorum is established by the Board.  The vote of a majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.  Each committee shall keep regular minutes of its meetings and report to the Board when required.  Each committee shall have a charter approved by the Board, and the Board may adopt other rules and regulations for the government of any committee not inconsistent with the provisions of the certificate of

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incorporation, these bylaws or the charter of such committee.  Each committee may adopt its own rules and regulations of government, to the extent not inconsistent with the provisions of the certificate of incorporation, these bylaws, the charter of such committee or any rules and regulations adopted by the Board.

Section 4.04.Meetings and Actions of Committees.  Meetings and actions of each committee shall be governed by, and held and taken in accordance with, the provisions of the following sections of these bylaws, with such bylaws being deemed to refer to the committee and its members in lieu of the Board and its members:

(a)Section 3.06 (to the extent relating to place and time of regular meetings);

(b)Section 3.07 (relating to special meetings), provided, however, that special meetings of committees may also be called by resolution of the Board;

(c)Section 3.08 (relating to notice and waiver of notice);

(d)Sections 3.10 and 3.12 (relating to telephonic communication and action without a meeting); and

(e)Section 3.09 (relating to adjournment and notice of adjournment).

Section 4.05.Resignations; Vacancies.  Any member of any committee (and any alternate member) may resign from such position at any time by submitting an electronic transmission or delivering a written notice of resignation, signed by such member, to the CEO or the Secretary.  Unless otherwise specified therein, such resignation shall take effect upon delivery.  If a vacancy occurs in any committee by reason of death, resignation or otherwise, a replacement member of such committee shall be selected by the Board as promptly as reasonably practicable, in accordance with the certificate of incorporation and as provided in such committee’s charter.

ARTICLE V

OFFICERS

Section 5.01.Officers.  The corporation shall have such officers as are from time to time determined by resolution of the Board, including at least a Chairman of the Board, a CEO, a Treasurer, a Secretary and such other officers as may be appointed pursuant to Section 5.02(b) of these bylaws.  Unless otherwise provided by the certificate of incorporation, any number of offices may be held by the same person, provided, however, that the offices of CEO and Secretary may not be held by the same person.  An officer may be, but need not be, a director of the corporation; provided, however, that the Chairman of the Board shall be a director of the corporation.

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Section 5.02.Appointment of Officers.

(a)The Board shall elect the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 5.02(b) of these bylaws.

(b)The Board may by resolution grant to the Chairman of the Board and/or the CEO the power to appoint and remove such subordinate officers and agents as it shall deem necessary from time to time, and to prescribe their respective rights, terms of office, authorities and duties to the extent not prescribed by the Board.

(c)Each officer of the corporation shall have such authority and shall exercise such powers and perform such duties as may be specified in these bylaws or by the Board or the appointing officer or (unless otherwise limited) as may be inherent in such office, and in any event each such officer shall exercise any powers and perform any duties required by law or by the certificate of incorporation.

(d)Unless otherwise determined by the Board, the officers of the corporation need not be elected for a specified term but shall serve at the pleasure of the Board (or the appointing officer, in the case of a subordinate officer) or for such terms as may be agreed in the individual case by each officer and the corporation.  Each officer, whether elected by the Board or appointed by an officer in accordance with Section 5.02(b) of these bylaws, shall hold office until his or her successor has been elected or appointed and has qualified, or until his or her earlier death, resignation or removal.  A failure to elect officers shall not dissolve or otherwise affect the corporation.

Section 5.03.Removal and Resignation of Officers.  Any officer of the corporation may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer elected by the Board, by any officer upon whom such power of removal may be conferred by the Board.  Any officer may resign at any time by giving written notice to the corporation, either in writing signed by such officer or by electronic transmission.  Unless otherwise specified therein, such resignation shall take effect upon delivery.  Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective.  The removal or resignation of an officer does not affect the rights of the corporation or such officer under his or her contract of employment, if any.

Section 5.04.Vacancies.  Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, may be filled by the Board or, if the vacant office was held by an officer appointed by another officer, by the appointing officer.

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Section 5.05.Compensation.  The salaries and other compensation of all officers and agents of the corporation shall be fixed by the Board or in the manner established by the Board.

Section 5.06.Chairman of the Board.  The Chairman of the Board shall preside at all meetings of stockholders and directors at which he or she is present, shall have general control and supervision of the policies and operations of the corporation, shall see that the orders and resolutions of the Board are carried into effect, and shall exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board or prescribed by the certificate of incorporation or these bylaws.

Section 5.07.CEO.   The CEO shall be the chief executive officer of the corporation, and shall manage and administer the corporation’s business and affairs, subject to the control of the Board.  The CEO shall have the authority to sign, in the name and on behalf of the corporation, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the corporation.  He or she shall have the authority to cause the employment or appointment of such employees or agents of the corporation as the conduct of the business of the corporation may require, to fix their compensation, and to remove or suspend any employee or any agent employed or appointed by any officer or to suspend any agent appointed by the Board.   In the absence of the Chairman of the Board, he or she shall preside at all meetings of stockholders at which her or she is present.  The CEO shall perform such other duties and shall exercise such other powers as are usually vested in the office of Chief Executive Officer of a corporation, and shall have such other powers and perform such other duties as may be assigned to the CEO by the Board or prescribed by the certificate of incorporation or these bylaws.

Section 5.08.Secretary.   Unless otherwise determined by the Board, the Secretary shall attend all meetings of stockholders or directors of the corporation and shall keep or cause to be kept a record all votes and minutes of all proceedings in books to be kept for that purpose.  The Secretary shall perform like duties for the committees designated by the Board.  The Secretary shall give, or cause to be given, notices of all meetings of stockholders and directors of the corporation, in accordance with the provisions of these bylaws and as required by law.  The Secretary shall keep in safe custody the seal of the corporation and shall affix the seal to any instrument or document that the Board or any officer of the corporation has determined should be executed under seal, and when the seal is so affixed, the Secretary may attest the same by his or her signature.  The Secretary shall have charge of the stock books and ledgers of the corporation and shall cause the stock and transfer books to be kept in such manner as to show at any time the number of shares of stock of the corporation of each class issued and outstanding, the names (alphabetically arranged) and the addresses of the holders of record of such shares, the number of shares held by each holder and the date as of which each such holder became a holder of record.  The Secretary shall sign certificates

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representing shares of the corporation, the issuance of which shall have been authorized by the Board.  The Secretary shall perform all duties incident to the office of Secretary and such other duties as may be assigned to him or her from time to time by the Board or the CEO or as may be prescribed by the certificate of incorporation or these bylaws.

Section 5.09.Treasurer.   Unless otherwise determined by the Board, the Treasurer shall be the chief financial officer of the corporation.  The Treasurer shall have charge and supervision over and be responsible for the moneys, securities, receipts and disbursements of the corporation, and shall keep or cause to be kept full and accurate records thereof.  He or she shall cause the moneys and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such bankers or other depositaries as shall be determined by the Board or the CEO, or by such other officers of the corporation as may be authorized by the Board or the CEO to make such determinations.  The Treasurer shall cause the moneys of the corporation to be disbursed by checks or drafts (signed by such officer or officers or such agent or agents of the corporation, and in such manner, as the Board or the CEO may determine from time to time) upon the authorized depositaries of the corporation and cause to be taken and preserved proper vouchers for all moneys disbursed.  He or she shall render to the Board or the CEO, whenever requested, a statement of the financial condition of the corporation and of all his or her transactions as Treasurer, and render a full financial report at the annual meeting of the stockholders, if called upon to do so.  He or she shall be empowered from time to time to require from all officers or agents of the corporation reports or statements giving such information as he or she may desire with respect to any and all financial transactions of the corporation.  The Treasurer may sign (unless the Secretary shall have signed) certificates representing shares of stock of the corporation the issuance of which shall have been authorized by the Board.  The Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may be assigned to him or her from time to time by the Board or the CEO or as may be prescribed by the certificate of incorporation or these bylaws.

ARTICLE VI

CAPITAL STOCK

Section 6.01.Certificates of Stock, Uncertificated Shares.  The shares of the corporation shall be represented by certificates except to the extent that the Board has provided by resolution that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation.  Notwithstanding the adoption of such a resolution by the Board, every holder of stock in the corporation represented by certificates shall be entitled to have, and every holder of uncertificated shares may at the discretion of the Board be permitted to receive upon request, a certificate signed by, or in the name of the corporation by the Chairman of the

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Board or the CEO and by the Secretary or the Treasurer, representing the number of shares registered in certificate form.  Such certificate shall be in such form as the Board may determine, to the extent consistent with applicable law, the certificate of incorporation and these bylaws.

Section 6.02.Signatures; Facsimile.  All signatures on the certificate referred to in Section 6.01 of these bylaws may be in facsimile form, to the extent permitted by law.  If any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 6.03.Lost, Stolen or Destroyed Certificates.  A new certificate may be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen or destroyed only upon delivery to the corporation of an affidavit of the owner or owners (or their legal representatives) of such certificate, setting forth such allegation, and a bond or other undertaking as may be satisfactory to a financial officer of the corporation to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

Section 6.04.Transfer of Stock.  Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, the corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.  Within a reasonable time after the transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151(f), 156, 202(a) or 218(a) of the DGCL.  Subject to the provisions of the certificate of incorporation and these bylaws, the Board may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, transfer and registration of shares of the corporation.

Section 6.05.Registered Stockholders.  Prior to due surrender of a certificate for registration of transfer, the corporation may treat the registered owner as the person exclusively entitled to receive dividends and other distributions, to vote, to receive notice and otherwise to exercise all the rights and powers of the owner of the shares represented by such certificate, and the corporation shall not be bound to recognize any equitable or legal claim to or interest in such shares on the part of any other person, whether or not the corporation shall have notice of such claim or interests; provided, however, that if a transfer of shares is made for collateral security, and not absolutely, this fact shall be so expressed in the entry of the transfer if, when the certificates are presented to the

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corporation for transfer or uncertificated shares are requested to be transferred, both the transferor and transferee request the corporation to do so.

Section 6.06.Transfer Agent and Registrar.  The Board may appoint one or more transfer agents and one or more registrars, and may require all certificates representing shares to bear the signature of any such transfer agents or registrars.

ARTICLE VII

GENERAL PROVISIONS

Section 7.01.Execution of Instruments.  Except as otherwise required by law or the certificate of incorporation, the Board or any officer of the corporation authorized by the Board may authorize any other officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name and on behalf of the corporation.  Any such authorization must be in writing or by electronic transmission and may be general or limited to specific contracts or instruments.

Section 7.02.Voting as Stockholder.  Unless otherwise determined by resolution of the Board, the CEO shall have full power and authority on behalf of the corporation to attend any meeting of stockholders of any corporation in which the corporation may hold stock, and to act, vote (or execute proxies to vote) and exercise in person or by proxy all other rights, powers and privileges incident to the ownership of such stock at any such meeting, or through action without a meeting.  The Board may by resolution from time to time confer such power and authority (in general or confined to specific instances) upon any other person or persons.

Section 7.03.Fiscal Year.  The fiscal year of the corporation shall commence on the first day of January of each calendar year and shall terminate in each case on December 31.

Section 7.04.Seal.  The seal of the corporation shall be circular in form and shall contain the name of the corporation, the year of its incorporation and the words “Corporate Seal” and “Delaware”.  The form of such seal shall be subject to alteration by the Board.  The seal may be used by causing it or a facsimile thereof to be impressed, affixed or reproduced, or may be used in any other lawful manner.

Section 7.05.Books and Records; Inspection.  Except to the extent otherwise required by law, the books and records of the corporation shall be kept at such place or places within or without the State of Delaware as may be determined from time to time by the Board.

Section 7.06.Electronic Transmission.  “Electronic transmission”, as used in these bylaws, means any form of communication, not directly involving the physical

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transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

ARTICLE VIII

AMENDMENTS

Section 8.01.Amendments.   These bylaws may be amended, altered or repealed only in the manner set forth in the certificate of incorporation.

ARTICLE IX

CONSTRUCTION

Section 9.01.Construction.  In the event of any conflict between the provisions of these bylaws as in effect from time to time and the provisions of the certificate of incorporation of the corporation as in effect from time to time, the provisions of such certificate of incorporation shall be controlling.

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EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of December 16, 2005, by and between Insight Communications Company, Inc., a Delaware corporation (the “Company”), and Michael S. Willner (“Executive”).

W I T N E S S E T H:

WHEREAS, Executive has been employed by the Company since 1985 and currently serves as its President and Chief Executive Officer;

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of July 28, 2005 (the “Merger Agreement”), between Insight Acquisition Corp. (“Acquisition Corp.”) and the Company, Acquisition Corp. will merge with and into the Company, with the Company as the surviving corporation (the “Merger”); and

WHEREAS, the Company desires that, from and after the date of Closing (as defined in the Merger Agreement and such date, the “Commencement Date”), Executive shall continue to serve in Executive’s current position, and Executive desires to continue such employment, upon the terms set forth herein.

NOW, THEREFORE, in consideration of the forgoing premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the Company and Executive hereby agree as follows:

1.Agreement to Employ; No Conflicts.

Upon the terms and subject to the conditions of this Agreement, the Company hereby agrees to employ Executive, and Executive hereby accepts employment with the Company.  Executive represents that (a) Executive is entering into this Agreement voluntarily, and that Executive’s employment hereunder and compliance with the terms and conditions hereof will not conflict with or result in the breach by Executive of any agreement to which Executive is a party or by which Executive may be bound, (b) Executive has not violated, and in connection with Executive’s employment with the Company will not violate, any non-competition, non-solicitation or other similar covenant or agreement by which Executive is or may be bound, and (c) in connection with Executive’s employment by the Company, Executive will not use any confidential or proprietary information Executive may have obtained in connection with employment with any prior employer (other than the Company and its subsidiaries following the Commencement Date).

2.Term; Position and Responsibilities.

(a)Term.  This Agreement shall become effective upon, and is conditioned upon the occurrence of, the Commencement Date.  Unless Executive’s employment shall sooner terminate pursuant to Section 7, the Company shall employ Executive for a term commencing on the Commencement Date and ending on the third anniversary thereof (the “Initial Term”).  Effective upon the expiration of the Initial Term and of each Additional Term (as defined below), Executive’s employment hereunder shall be deemed to be automatically extended, upon the same terms and conditions, for an additional period of one year (each, an “Additional Term”), in each such case, commencing upon the expiration of the Initial Term or the then current Additional Term, as the case may be, unless, at least 120 days prior to the expiration of the Initial Term or such Additional Term, the Company or Executive, as the case may be, shall have notified the other party hereto in writing that such extension shall not take effect.  The period during which Executive is employed pursuant to this Agreement, including any extension thereof in accordance with the preceding sentence, shall be referred to as the “Employment Period.”  Notwithstanding anything to the contrary in this Section 2(a), no Additional Term shall commence after the date Executive reaches age 65.

(b)Position and Responsibilities.  During the Employment Period, Executive shall serve as President and Chief Executive Officer of the Company; shall have such authority and responsibilities, and perform such duties, as are customarily assigned to individuals serving in those capacities at entities of the Company’s size and nature and consistent with such authority, responsibilities and duties assigned to Executive by the Company prior to the Commencement Date, and, subject to the control of the Board of Directors (the “Board”), shall have general supervision, direction and control of the business and officers of the corporation; and shall perform such other reasonable employment duties and have such other authority consistent with Executive’s titles and positions as the Board specifies from time to time.  During the Employment Period, Executive shall report directly and exclusively to the Board.  Executive shall devote all of Executive’s skill, knowledge and business time to the conscientious performance of such duties and responsibilities, except for vacation time as set forth in Section 6(b), absence for sickness or similar disability and time spent performing services for any charitable, religious or community organizations, so long as such services do not materially interfere with the performance of Executive’s duties hereunder.

3.Base Salary.

As compensation for the services to be performed by Executive during the Employment Period, the Company shall pay Executive a base salary at an annualized rate of $698,500 payable in periodic installments in accordance with the Company’s regular payroll dates (but no less frequently than monthly).  The Compensation Committee of the Board (the “Committee”) shall review Executive’s base salary annually during the

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Employment Period and, in its sole discretion, may increase such base salary from time to time.  The annual base salary payable to Executive under this Section 3, as the same may be increased from time to time, shall hereinafter be referred to as the “Base Salary.”

4.Incentive Compensation.

(a)Annual Cash Bonus.  During the Employment Period, Executive shall be entitled to an annual cash bonus opportunity for each of the Company’s fiscal years, subject to and based on the attainment by Executive and the Company of individual and financial performance targets to be determined by the Committee upon the recommendations of Executive and Sidney Knafel (the “Bonus Plan”).  For each fiscal year of the Company, Executive shall have a minimum cash bonus opportunity under the Bonus Plan of up to 50% of Executive’s Base Salary for such fiscal year.  Notwithstanding anything to the contrary contained in this Agreement or any Bonus Plan and except as set forth in Section 7(e)(i) or Section 7(e)(iii), Executive shall be entitled to receive a bonus for any given fiscal year pursuant to this Section 4(a) (and the Bonus Plan) only if Executive is employed on the last day of such fiscal year.  Bonuses, if any, to senior executives shall be paid no later than 2 ½ months after the end of the relevant fiscal year.

(b)Management Bonus Pool.  During the Employment Period, in addition to the Annual Cash Bonus set forth in Section 4(a), Executive shall be entitled to participate in the Bonus Pool to be established as provided in the Securityholders Agreement to be entered into among the Company and its shareholders upon consummation of the Merger (the “Securityholders Agreement”) and shall be allocated and awarded such cash bonus opportunities as may be approved from time to time by the Committee and subject to the terms and provisions of such Bonus Pool.  Notwithstanding anything to the contrary contained in this Agreement or the Securityholders Agreement and except as set forth in Section 7(e)(i) or Section 7(e)(iii), Executive shall be entitled to receive a bonus pursuant to this Section 4(b) only if Executive is employed by the Company on the last day of the period to which such bonus relates.

(c)Equity.  In connection with the Closing (as defined in the Merger Agreement), Executive shall become a party to the Exchange Agreement (as defined in the Merger Agreement) and, in connection therewith, shall acquire one or more shares of stock of the Company, which shall be issued pursuant to, and in accordance with, such Exchange Agreement and the Merger Agreement.  Executive shall also be entitled to receive a grant of Series E and Series F common stock of the Company as described in the Principal’s Agreement, dated as of July 28, 2005, as amended, among the Company, Sidney R. Knafel, Executive, Carlyle Partners III Telecommunications, L.P., Carlyle Partners IV Telecommunications, L.P., CP III Coinvestment, L.P. and CP IV Coinvestment, L.P. (the “Principal’s Agreement”).  The subscription agreements relating to the grants of such stock (and/or the related benefit plan) shall provide, among other

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matters, that (i) with respect to grants of Series F common stock and grants of Series E common stock with a Participation Level of $11.75 per share, 10% of the shares issued to Executive shall vest immediately upon issuance, 20% shall vest at the end of each of the four years following the Commencement Date, and the remaining 10% shall vest at the end of the fifth year the Commencement Date, subject, in each case, to Executive’s continued employment through the date of vesting, (ii) all unvested shares of Series E and Series F common stock issued to the Executive shall vest upon the consummation of a Sale of the Company (as defined in the relevant benefit plan document or subscription agreement) or in the event that Executive’s employment terminates due to Executive’s death or is terminated by the Company due to Executive’s Disability (as hereinafter defined), (iii) upon a termination of Executive’s employment by the Company without Cause (as hereinafter defined) or by the Executive for Good Reason (as hereinafter defined), (x) all of Executive’s unvested Series E common stock shall immediately vest and (y) a number of Executive’s unvested shares of Series F common stock equal to the amount, if any, by which one-half of the total number of shares of Executive’s vested and unvested Series F common stock exceeds the number of shares of Executive’s Series F common stock that had vested as of the date of such termination shall immediately vest and (iv) notwithstanding anything in this Agreement or in the applicable subscription agreements and/or related benefit plan to the contrary, under no circumstances will any of Executive’s vested shares be forfeited.  For purposes of this Section 4(c), “Disability” means the inability of Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last continuously through the final vesting date of the applicable shares.

5.Employee Benefits.

During the Employment Period, Executive shall be entitled to participate in any tax-qualified defined contribution plan, all insurance programs, and all medical and other health benefit plans, in each case, maintained by the Company for its senior executives on terms and conditions set forth in such plans (as amended from time to time).

6.Perquisites and Expenses.

(a)General.  During the Employment Period, Executive shall be entitled to receive such perquisites as are generally provided by the Company from time to time to its senior executive officers under the then current policies and practices of the Company.

(b)Vacation.  During the Employment Period, Executive shall be entitled to four weeks of paid vacation per calendar year, without carryover accumulation, which shall accrue in equal installments on a monthly basis.

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(c)Company Car.  During the Employment Period, the Company shall provide for the benefit of Executive an automobile that is commensurate with Executive’s titles and position hereunder and comparable to, and on terms no less favorable than, that provided over the last 12 months.  The type of automobile that shall be provided for Executive’s benefit shall be determined by Executive consistent with the preceding sentence, subject to approval by the Committee; provided that the cost to the Company shall be approved by the Committee.

7.Termination of Employment.

(a)Termination Due to Death or Disability.  In the event that Executive’s employment hereunder terminates due to Executive’s death or is terminated by the Company due to Executive’s Disability (as defined below), Executive shall be entitled to receive only the payments or benefits specified in Section 7(e)(iii).  For purposes of this Agreement, “Disability” shall have the meaning given to such term in the Company’s Long-Term Disability Plan.

(b)Termination by the Company.  The Company may terminate Executive’s employment with the Company with or without Cause.  “Cause” shall mean (i) Executive’s failure to substantially perform Executive’s duties hereunder (other than any such failure due to Executive’s physical or mental illness), (ii) Executive’s engaging in misconduct that has caused or is reasonably expected to result in injury to the Company or any of its affiliates or any of their interests, (iii) Executive’s breach of fiduciary duty or fraud with respect to the Company or any of its affiliates, (iv) Executive’s conviction of, or entering a plea of guilty or nolo contendere to, a felony or other serious crime, and (v) Executive’s material breach of any of Executive’s obligations hereunder, under the Company’s Securityholders Agreement, under any other written agreement or covenant with the Company, or under any written policy, program or code of the Company; provided, however, that, with respect to Sections 7(b)(i), 7(b)(ii) and 7(b)(v) , the Company shall provide written notice to the Executive specifying in reasonable detail the circumstances claimed to constitute Cause and, if such circumstances may be corrected, such circumstances shall not constitute Cause unless and until the Executive fails to correct the circumstances set forth in the Company’s written notice within, with respect to Sections 7(b)(ii) or 7(b)(v), 30 days or, with respect to Section 7(b)(i), 60 days of receipt of such notice; provided further that, if the circumstances claimed to constitute Cause are not fully curable at the time such written notice is provided and such circumstances claimed to constitute Cause are the result of Executive’s mere ordinary negligence or unintentional failure, act or omission and were carried out (or omitted to be carried out) by the Executive in good faith, such circumstances shall not constitute Cause unless the Executive fails to correct the circumstances set forth in the Company’s written notice within the time period specified in the first proviso to this Section 7(b) to the extent such circumstances are then curable or if not fully curable, if the uncured circumstances have resulted or are reasonably expected to result in material injury to the

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Company or any of its affiliates.  A termination for Cause shall include a determination by the Board following the termination of the Employment Period that circumstances existed during the Employment Period that would have justified a termination by the Company for Cause.

(c)Termination by Executive.  Executive may terminate his employment with the Company with or without Good Reason.  A termination of employment by Executive for “Good Reason” shall mean a termination by Executive of Executive’s employment with the Company, by written notice to the Company specifying in reasonable detail the circumstances claimed to provide the basis for such termination, within 45 days following the date on which Executive has actual knowledge of the occurrence, without Executive’s consent, of any of the following events and the failure of the Company to correct the circumstances set forth in Executive’s written notice within 45 days of receipt of such notice: (i) the assignment to Executive of duties that are significantly different from, and that result in a substantial diminution of, the duties that Executive has or is to assume on the Commencement Date, (ii) a reduction in the rate of Executive’s Base Salary (other than in connection with an across the board reduction of the base salaries of the senior executives of the Company that results in an aggregate reduction in the rate of Executive’s Base Salary of no more than ten percent (10%) during the Employment Period), (iii) a material breach of this Agreement by the Company or (iv) the Company delivers to Executive notice of the Company’s intent not to renew this Agreement at the end of the Initial Term or at the end of any Additional Term in accordance with Section 2(a).  Executive agrees that a corporate reorganization by the Company and/or its affiliates pursuant to which the Company ceases to exist or Executive’s title is changed shall not constitute Good Reason hereunder so long as there is no material diminution or change in the nature of Executive’s duties described herein.

(d)Notice of Termination.  Any termination of Executive’s employment by the Company pursuant to Section 7(a) or 7(b), or by Executive pursuant to Section 7(c), shall be communicated by a written Notice of Termination addressed to the other party to this Agreement.  A “Notice of Termination” shall mean a notice stating that Executive’s employment with the Company has been or will be terminated and the specific provisions of this Section 7 under which such termination is being effected.

(e)Payments Upon Certain Terminations.

(i)Termination Without Cause or For Good Reason.  In the event of a termination of Executive’s employment by the Company without Cause or a termination by Executive of Executive’s employment for Good Reason in either such case during the Employment Period, the Company shall pay to Executive (or, following Executive’s death, Executive’s beneficiaries) any accrued and unpaid Base Salary and vacation earned through the Date of Termination, plus, as liquidated damages in respect of claims based on provisions of this Agreement

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and provided that Executive executes and delivers a general release of all claims in substantially the form set forth as Exhibit A to this Agreement, which release shall not have been revoked,  (x) an amount, payable in one lump sum during the fiscal year after the Date of Termination on or about the same time as other senior executives receive their annual incentive bonus from the Company for the fiscal year of the Company that includes the Date of Termination, equal to the product of (A) Executive’s annual cash bonuses for the fiscal year which includes the Date of Termination as determined in accordance with Sections 4(a) and 4(b), and (B) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365, plus, (y) continued payment of his Base Salary for the greater of the balance of the Initial Term or 12 months (the “Severance Period”), which shall be payable in installments on the Company’s regular payroll dates, plus, (z) a series of lump sum payments, payable each fiscal year of the Company beginning with the fiscal year of the Company after the Date of Termination and ending with the final lump sum payment in the fiscal year of the Company after the fiscal year that includes the last day of the Severance Period on or about the same time as other senior executives receive their annual incentive bonus from the Company for each applicable fiscal year of the Company, for each fiscal year (or part thereof) during the Severance Period, with the amount of such lump sum payment equal with respect to each fiscal year to the annual cash bonuses for each such fiscal year determined in accordance with Sections 4(a) and 4(b) as if Executive were employed through the end of the Severance Period except that Executive’s cash bonus opportunity shall be the same as the opportunity he had in the fiscal year prior to the fiscal year that includes the Date of Termination and the amount of such annual cash bonuses for each such fiscal year shall be determined as if performance targets with respect to each such fiscal year were satisfied to the same extent such performance targets were satisfied during the year prior to the year that includes the Executive’s Date of Termination (with any bonuses for any partial fiscal year in the Severance Period determined as equal to the product of (A) Executive’s annual cash bonuses for the applicable fiscal year determined as provided above in this subclause (z) of this Section 7(e)(i), and (B) a fraction, the numerator of which is equal to the number of days in such partial fiscal year after the Date of Termination and during the Severance Period, and the denominator of which is equal to 365); provided, however, that in the event such termination of employment occurs within one year following any Sale (as defined in the Securityholders Agreement), any payments to which Executive is entitled under this Section 7(e)(i) shall be payable in one lump sum on the seventh day after the Date of Termination, assuming, for purposes of subclause (x) of this Section 7(e)(i), that all performance targets for the year including the Date of Termination were satisfied and, for purposes of subclause (z) of this Section 7(e)(i), that the size of the management bonus pool was the same as immediately prior to the Sale.  Notwithstanding anything to the contrary contained herein, if the timing of any or

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all of the payments or the continued provision of any benefits under this Section 7(e) or any other provision of this Agreement are subject to the special timing rule contained in sections 409A(a)(2)(A)(i) and 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986 (as amended, the “Code”), such payments or provision that Executive would otherwise be entitled to receive during the first six months after termination of employment shall be accumulated and paid or provided on the first business day after the six month anniversary of termination of employment in a single lump sum or in such other manner as permitted under section 409A of the Code or the regulations thereunder without payment of any additional taxes thereunder.

(ii)Continued Welfare Benefits.  If Executive’s employment shall terminate and Executive is entitled to receive continued payments of Executive’s Base Salary under Section 7(e)(i), the Company shall continue to provide to Executive until the earlier of the end of the Severance Period and December 31 of the second calendar year following the calendar year in which the Date of Termination occurred, the welfare benefits referred to in Section 5 to the extent permitted under applicable law and the plans governing such benefits.

(iii)Termination Due to Death, Disability, or For Cause or Without Good Reason.  If Executive’s employment shall terminate due to Executive’s death or Disability or if the Company shall terminate Executive’s employment for Cause or Executive shall terminate Executive’s employment without Good Reason, in each case, during the Employment Period, the Company shall pay Executive (or, following Executive’s death, Executive’s beneficiaries), (y) any accrued and unpaid Base Salary and earned vacation through the Date of Termination, plus, if Executive’s employment shall terminate due to Executive’s death or Disability (z) an amount, payable in one lump sum 30 days after the Date of Termination, equal to the product of (A) Executive’s annual cash bonuses for the fiscal year which includes the Date of Termination determined as if all performance targets for such year had been satisfied and as if the Executive had been employed through the end of such fiscal year or the last day of the period to which the bonus relates, and (B) a fraction, the numerator of which is equal to the number of days in such fiscal year that precede the Date of Termination and the denominator of which is equal to 365.

(iv)Effect of Termination on Other Plans and Programs.  In the event that Executive’s employment with the Company is terminated for any reason, Executive shall be entitled to receive all amounts payable and benefits accrued under any otherwise applicable plan, policy, program or practice of the Company in which Executive was a participant during Executive’s employment with the Company in accordance with the terms thereof, provided that Executive shall not be entitled to receive any payments or benefits under any such plan, policy,

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program or practice providing any bonus, severance or incentive compensation and the provisions of this Section 7(e) shall supersede the provisions of any such plan, policy, program or practice.

(v)Effect of Termination on Company Car.  Except as provided below, Executive shall surrender on the Date of Termination the automobile provided for Executive’s benefit pursuant to Section 6(c); provided that to the extent Executive terminates employment without Good Reason, Executive shall surrender such automobile on his last day of employment with the Company.  If the Company terminates Executive’s employment without Cause or the Executive terminates employment for Good Reason, Executive may continue to use the automobile provided pursuant to Section 6(c) until the end of the Severance Period, at which time Executive shall surrender such automobile.

(vi)Limitation on Benefits.  Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Company and Executive (collectively, the “Payments”)  (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 7(e)(vi), would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to excise tax under Section 4999 of the Code; whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code.  Unless Executive and the Company otherwise agree in writing, any determination required under this Section shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes.  For purposes of making the calculations required by this Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely in reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code.  The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section.  The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. If any Payments would be reduced pursuant to the immediately preceding sentence but would not be so reduced if the stockholder approval requirements of section 280G(b)(5) of the Code are satisfied, the Company shall use its reasonable best efforts to cause such

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payments to be submitted for such approval prior to the event giving rise to such payments.  If the limitation set forth in this Section 7(e)(vi) is applied to reduce an amount payable to Executive, and the Internal Revenue Service successfully asserts that, despite the reduction, Executive has nonetheless received payments which are in excess of the maximum amount that could have been paid to Executive without being subjected to any excise tax, then, unless it would be unlawful for the Company to make such a loan or similar extension of credit to Executive, Executive may repay such excess amount to the Company as though such amount constitutes a loan to Executive made at the date of payment of such excess amount, bearing interest at 120% of the applicable federal rate (as determined under section 1274(d) of the Code in respect of such loan).

(f)Date of Termination.  As used in this Agreement, the term “Date of Termination” shall mean (i) if Executive’s employment is terminated by Executive’s death, the date of Executive’s death, and (ii) if Executive’s employment is terminated for any other reason, the latest of the date on which Notice of Termination is given, the date of termination specified in such notice, and the date any applicable correction period ends.

(g)Resignation upon Termination.  Effective as of any Date of Termination under this Section 7 or otherwise as of the date of Executive’s termination of employment with the Company, Executive shall resign, in writing, from all positions then held by Executive with the Company and its affiliates.

(h)Cessation of Professional Activity.  Upon delivery of a Notice of Termination by any party the Company may relieve Executive of Executive’s responsibilities described in Section 2(b) and require Executive to immediately cease all professional activity on behalf of the Company.

8.Restrictive Covenants.

(a)Unauthorized Disclosure.  From the date hereof, and during any period of employment with the Company or any of its affiliates and following any termination thereof, without the prior written consent of the Board or its authorized representative, except to the extent required by an order of a court having jurisdiction or under subpoena from an appropriate government agency, in which event, Executive shall use Executive’s best efforts to consult with the Board prior to responding to any such order or subpoena, and except as required in the performance of Executive’s duties hereunder, Executive shall not disclose any confidential or proprietary trade secrets, customer lists, drawings, designs, information regarding product development, marketing plans, sales plans, manufacturing plans, management organization information (including but not limited to data and other information relating to members of the Board, the Company or any of its affiliates or to the management of the Company or any of its affiliates), operating policies

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or manuals, business plans, financial records, packaging design, marketing, sales or customer information, or other financial, commercial, business or technical information (a) relating to the Company or any of its affiliates or (b) that the Company or any of its affiliates may receive belonging to suppliers, customers or others who do business with the Company or any of its affiliates (collectively, “Confidential Information”) to any third Person (as defined below) unless such Confidential Information has been previously disclosed to the public or is in the public domain (in each case, other than by reason of Executive’s breach of this Section 8(a)).

(b)Non-Competition.  During the period commencing on the date hereof and ending on the last day of the Severance Period (the “Restriction Period”).  Executive shall not, except with the prior written consent of the Board, directly or indirectly, own any interest in, operate, join, control or participate as a partner, director, principal, officer, or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity which has operations that compete in any material respect with the Company in any jurisdiction in which the Company or any of its subsidiaries is engaged, or in which any of the foregoing has documented plans to become engaged of which Executive has knowledge at the time of Executive’s termination of employment (the “Business”), except where (i) Executive’s interest or association with such entity does not in any way relate to the Business, and (ii) Executive and such company prior to Executive commencing any such employment certify in a notarized statement that the position satisfies the requirements of clause (i) above.  Notwithstanding anything herein to the contrary, the foregoing shall not prevent Executive from acquiring as an investment securities representing not more than two percent (2%) of the outstanding voting securities of any publicly held corporation.

(c)Non-Solicitation of Employees.  During the Restriction Period, Executive shall not, directly or indirectly, for Executive’s own account or for the account of any other natural person, firm, partnership, limited liability company, association, corporation, company, trust, business trust, governmental authority or other entity (each, a “Person”) in any jurisdiction in which the Company or any of its affiliates has commenced or has made plans to commence operations during the Employment Period, (i) solicit for employment, employ or otherwise interfere with the relationship of the Company or any of its affiliates with any natural person throughout the world who is or was employed by or otherwise engaged to perform services for the Company or any of its affiliates at any time during the Employment Period (in the case of any such activity during such time) or during the twelve-month period preceding such solicitation, employment or interference (in the case of any such activity after the Date of Termination or otherwise as of the date of Executive’s termination of employment with the Company), other than any such solicitation or employment on behalf of the Company or any of its affiliates during the Employment Period, or (ii) induce any employee of the Company or any of its affiliates who is a member of management to engage in any activity which

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Executive is prohibited from engaging in under any of paragraphs of this Section 8 or to terminate his or her employment with the Company.

(d)Non-Solicitation of Customers or Suppliers.  During the Restriction Period, Executive shall not, directly or indirectly, for Executive’s own account or for the account of any other Person, in any jurisdiction in which the Company or any of its affiliates has commenced or made plans to commence operations, solicit or otherwise attempt to establish any business relationship of a nature that is competitive with the business or relationship of the Company or any of its affiliates with any Person throughout the world which is or was a customer, client, distributor, supplier or vendor of the Company or any of its affiliates at any time during the Employment Period (in the case of any such activity during such time) or during the twelve-month period preceding such solicitation (in the case of any such activity after the Date of Termination or otherwise as of the date of Executive’s termination of employment with the Company), other than any such solicitation or establishment on behalf of the Company or any of its affiliates during the Employment Period.

(e)Return of Documents.  In the event of the termination of Executive’s employment for any reason, Executive shall deliver to the Company (a) all property of the Company and its affiliates then in Executive’s possession, and (b) all documents and data of any nature and in whatever medium of the Company and its affiliates, and Executive shall not take with Executive any such property, documents or data or any reproduction thereof, or any documents containing or pertaining to any Confidential Information.

9.Injunctive Relief with Respect to Covenants; Certain Acknowledgments; Forfeiture.

(a)Executive acknowledges and agrees that Executive will have a prominent role in the management of the business, and the development of the goodwill, of the Company and its affiliates, and has and will establish and develop relations and contacts with the principal customers and suppliers of the Company and its affiliates in the United States of America and the rest of the world, all of which constitute valuable goodwill of, and could be used by Executive to compete unfairly with, the Company and its affiliates and that (i) in the course of his employment with the Company, Executive will obtain confidential and proprietary information and trade secrets concerning the business and operations of the Company and its affiliates in the United States of America and the rest of the world that could be used to compete unfairly with the Company and its affiliates; (ii) the covenants and restrictions contained in Section 8 are intended to protect the legitimate interests of the Company and its affiliates in their respective goodwill, trade secrets and other confidential and proprietary information; and (iii) Executive desires to be bound by such covenants and restrictions.

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(b)Executive acknowledges and agrees that the covenants, obligations and agreements of Executive contained in Section 8 relate to special, unique and extraordinary matters and that a violation of any of the terms of such covenants, obligations or agreements will cause the Company and its affiliates irreparable injury for which adequate remedies are not available at law.  Therefore, Executive agrees that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) as a court of competent jurisdiction may deem necessary or appropriate to restrain Executive from committing any violation of such covenants, obligations or agreements.  These injunctive remedies are cumulative and in addition to any other rights and remedies the Company and its affiliates may have.

(c)Executive agrees that in the event Executive breaches any provision of Section 8 hereof in any material respect following the Date of Termination, the Company shall provide written notice to the Executive specifying in reasonable detail the circumstances claimed to provide the basis for such breach and if the Executive fails to correct the circumstances set forth in the Company’s written notice within 30 days of receipt of such notice, in addition to any remedy at law or in equity, Executive shall (i) not be entitled to receive, if not already paid, the payments or benefits described in Section 7(e)(i) hereof (other than any accrued and unpaid Base Salary and vacation days earned as of the Date of Termination), and (ii) return to the Company any and all payments previously made the Company or any of its affiliates pursuant to Section 7(e)(i) within 15 days after written demand for such repayment is made to Executive by the Company; provided, however, that if the circumstances claimed to constitute the basis for such breach are not fully curable at the time such written notice is provided and such circumstances claimed to constitute the breach are the result of Executive’s mere ordinary negligence or unintentional failure, act or omission and were carried out (or omitted to be carried out) by the Executive in good faith, such circumstances shall not constitute a material breach for purposes of this paragraph unless the Executive fails to correct the circumstances set forth in the Company’s written notice within the 30-day time period to the extent such circumstances are then curable or if not fully curable, if the uncured circumstances have resulted or are reasonably expected to result in material injury to the Company or any of its affiliates.

10.Entire Agreement.

This Agreement, the Securityholders Agreement, section 6.1 of the Principal’s Agreement, the right of Executive to indemnity under section 5.03 of the Merger Agreement, the rights of Executive under the Insight Communications Company, Inc. 1999 Equity Incentive Plan and any awards granted thereunder and the rights of Executive to benefit claims and accrued benefits under any employee pension and health or welfare benefit plan or payroll practice of the Company that is not specifically covered by this Agreement and that arose or are attributable to the period of employment prior to the Commencement Date constitute the entire agreement among the parties hereto with

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respect to the subject matter hereof, and supersedes all undertakings and agreements, whether oral or in writing, previously entered into by the parties with respect thereto.  All prior correspondence and proposals (including but not limited to summaries of proposed terms) and all prior offer letters, promises, representations, understandings, arrangements and agreements relating to such subject matter (including but not limited to those made to or with Executive by any other Person) are merged herein and superseded hereby.

11.Indemnification.

The Company hereby agrees that it shall indemnify and hold harmless Executive to the fullest extent permitted by law from and against any and all liabilities, costs, claims and expenses, including all costs and expenses incurred in defense of litigation (including attorneys’ fees), arising out of the employment of Executive hereunder, except to the extent arising out of or based upon the gross negligence or willful misconduct of Executive or a breach of any of Executive’s agreements, covenants or warranties hereunder with respect to which breach the Executive fails to correct the circumstances claimed by the Company to provide the basis for such breach within 30 days of Executive’s receipt of written notice from the Company specifying in reasonable detail such circumstances claimed to provide the basis for such breach; provided, however, that if the circumstances claimed to constitute the basis for such breach are not fully curable at the time such written notice is provided and such circumstances claimed to constitute the breach are the result of Executive’s mere ordinary negligence or unintentional failure, act or omission and were carried out (or omitted to be carried out) by the Executive in good faith, such circumstances shall not constitute a breach for purposes of this paragraph unless the Executive fails to correct the circumstances set forth in the Company’s written notice within the 30-day time period to the extent such circumstances are then curable or if not fully curable, if the uncured circumstances have resulted or are reasonably expected to result in material injury to the Company or any of its affiliates.  Costs and expenses incurred by Executive in defense of such litigation (including attorneys’ fees) shall be paid by the Company in advance of the final disposition of such litigation upon receipt by the Company of (a) a written request for payment, (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought, and (c) an undertaking adequate under applicable law made by or on behalf of Executive to repay the amounts so paid if it shall ultimately be determined that Executive is not entitled to be indemnified by the Company under this Agreement, including but not limited to as a result of such exception.  The Company, on the one hand, and Executive, on the other hand, will consult in good faith with respect to the conduct of any such litigation, and Executive’s counsel shall be selected with the consent of the Company.  For the avoidance of doubt, the Company shall not pay, reimburse, or indemnify Executive from and against any liabilities, costs, claims and expenses of any nature relating to the negotiation of or, except as provided in Section 12(b), enforcement of or any dispute pertaining to the terms of this Agreement.

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12.Miscellaneous.

(a)Binding Effect; Assignment.  This Agreement shall be binding on and inure to the benefit of the Company, and its successors and permitted assigns.  This Agreement shall also be binding on and inure to the benefit of Executive and Executive’s heirs, executors, administrators and legal representatives.  This Agreement shall not be assignable by any party hereto without the prior written consent of the other party hereto, except as provided pursuant to this Section 12(a).  The Company may effect such an assignment without prior written approval of Executive upon the transfer of all or substantially all of its business and/or assets (by whatever means).

(b)Governing Law, etc.

(i)This agreement shall be governed in all respects, including as to interpretation, substantive effect and enforceability, by the internal laws of the State of New York, without regard to conflicts of laws provisions thereof that would require application to the laws of another jurisdiction other than those that are mandatorily applicable.

(ii)Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues, and therefore each party hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement, or the breach, termination or validity of this Agreement, or the transactions contemplated by this Agreement.  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 litigation, seek to enforce the foregoing waiver, (ii) each such party understands and has considered the implications of this waiver, (iii) each such party makes this waiver voluntarily, and (iv) each such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 12(b).

(iii)In the event the Executive prevails in any contest by Executive to enforce his rights under this Agreement or another dispute pertaining to the terms of this Agreement commenced by either party, the Company shall pay, to the full extent permitted by law, all legal fees and expenses which the Executive may reasonably incur as a result.

(iv)In the event that the Company refuses or otherwise fails to make a payment when due and it is ultimately decided by a court of competent jurisdiction that the Executive is entitled to such payment, such payment shall be increased to reflect an interest equivalent for the period of delay, compounded

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annually, equal to the rate of the Company’s revolving credit in effect during the period of non-payment.

(c)Taxes.  The Company shall have the power to withhold, or require Executive to remit to the Company promptly upon notification of the amount due, an amount sufficient to satisfy the statutory minimum amount of all Federal, state, local and foreign withholding tax requirements with respect to any payment of cash, or issuance or delivery of any other property hereunder to Executive or any third party, and the Company may defer any such payment of cash or issuance or delivery of such other property until such requirements are satisfied.

(d)Amendments; Waiver.  No provision of this Agreement may be modified, waived or discharged unless such modification, waiver or discharge is approved by the Board or a Person authorized thereby and is agreed to in writing by Executive and, in the case of any such modification, waiver or discharge affecting the rights or obligations of the Company, is approved by the Board or a Person authorized thereby.  No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.  No waiver of any provision of this Agreement shall be implied from any course of dealing between or among the parties hereto or from any failure by any party hereto to assert its rights hereunder on any occasion or series of occasions.

(e)Severability.  In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

(f)Blue Pencil.  Executive and the Company agree that the covenants contained in Section 8 hereof are reasonable covenants under the circumstances, and further agree that if, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended.

(g)Notices.  Any notice or other communication required or permitted to be delivered under this Agreement shall be (i) in writing, (ii) delivered personally, by courier service or by certified or registered mail, first-class postage prepaid and return receipt requested, (iii) deemed to have been received on the date of delivery or, if so mailed, on the third business day after the mailing thereof, and (iv) addressed as follows (or to such other address as the party entitled to notice shall hereafter designate in accordance with the terms hereof):

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(A)If to the Company, to it at:

Insight Communications Company, Inc.

810 Seventh Avenue

New York, NY 10019

Tel: (917) 286-2300

Fax: (917) 286-2301

Attention: General Counsel

(B)If to Executive, to Executive him at Executive’s residential address as currently on file with the Company.

Copies of any notices or other communications given under this Agreement shall also be given to:

The Carlyle Group

1001 Pennsylvania Avenue, NW

Suite 220 South

Washington, DC 20004

Tel: (202) 729-5626

Fax: (202) 347-1818

Attention: William E. Kennard

and to:

Debevoise & Plimpton

919 Third Avenue

New York, New York 10022

Tel: (212) 909-6000

Fax: (212) 909-6836

Attention: Jeffrey J. Rosen, Esq.

(h)Survival.  The Company and Executive hereby agree that certain provisions of this Agreement, including, but not limited to, Sections 8, 9, 10, 11 and 12, shall survive the expiration of the Employment Period in accordance with their terms.

(i)Condition Precedent.  This Agreement shall be of no force and effect if the Merger (as defined in the Merger Agreement) does not become effective, and shall automatically expire if the Merger Agreement is terminated prior to the Commencement Date.

(j)Further Assurances.  Each party hereto agrees with the other party hereto that it will cooperate with such other party and will execute and deliver, or cause to be executed and delivered, all such other instruments and documents, and will take such

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other actions, as such other party may reasonably request from time to time to effectuate the provisions and purposes of this Agreement.

(k)Legal Review.  Executive hereby represents that Executive has had the opportunity to review this Agreement carefully and to consult with counsel prior to the execution of this Agreement and that Executive does fully understand all the terms of this Agreement.

(l)Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.  The parties hereto agree to accept a signed facsimile copy of this Agreement as a fully binding original.

(m)Headings.  The section and other headings contained in this Agreement are for the convenience of the parties only and are not intended to be a part hereof or to affect the meaning or interpretation hereof.

— Signature Page Follows —

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IN WITNESS WHEREOF, the Company has duly executed this Agreement by their authorized representatives, and Executive has hereunto set his hand, in each case effective as of the date first above written.

INSIGHT COMMUNICATIONS COMPANY, INC.
By:
	Name:
	Title:
EXECUTIVE
MICHAEL S. WILLNER

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EX-10.2

Exhibit 10.2

INSIGHT COMMUNICATIONS COMPANY, INC.
2005 STOCK INCENTIVE PLAN

Article I
Purpose

Insight Communications Company, Inc. has established this stock incentive plan to foster and promote its long-term financial success and materially increase stockholder value by (a) motivating superior performance, (b) encouraging and providing for the acquisition of an ownership interest in the Company by Employees and (c) enabling the Company and its Subsidiaries to attract and retain the services of an outstanding management team upon whose judgment, interest and special effort the successful conduct of its and their operations is largely dependent.  Capitalized terms have the meaning given in Article XI.

Article II
Eligibility and Participation

Participants in the Plan shall be those Employees and Eligible Directors selected by the Board or Committee to participate in the Plan, as provided herein.

Article III
Powers of the Board

Section 3.1             Power to Grant and Establish Terms of Awards.  The Board and, as provided in Section 6.1, the Committee shall have the discretionary authority, subject to the terms of the Plan, to determine the Employees to whom Awards shall be granted (which may include members of the Board), and the terms and conditions of any and all Awards.

Section 3.2             Administration.  The Board shall be responsible for the administration of the Plan.  The Board may prescribe, amend and rescind rules and regulations relating to the administration of the Plan, provide for conditions and assurances it deems necessary or advisable to protect the interests of the Company and make all other determinations necessary or advisable for the administration and interpretation of the Plan.  Any authority exercised by the Board under the Plan shall be exercised by the Board in its sole discretion.  Determinations, interpretations or other actions made or taken by the Board under the Plan shall be final, binding and conclusive for all purposes and upon all persons.

Section 3.3             Delegation by the Board.  All of the powers, duties and responsibilities of the Board specified in this Plan may be exercised and performed by the Board or any duly constituted committee thereof to the extent authorized by the Board to exercise and perform such powers, duties and responsibilities, and any determination, interpretation or other action taken by such committee shall have the same effect hereunder as if made or taken by the Board.

Article IV
Shares Subject to the Plan

Section 4.1             Number.  The maximum number of shares of Series E Shares that may be issued under the Plan or be subject to Awards may not exceed 3,666,887 shares.  The maximum number of Series F Shares that may be issued under the Plan or be subject to Awards may not exceed 100,000 shares.  The Common Shares to be delivered under the Plan may consist, in whole or in part, of shares held in treasury or authorized but unissued Common Shares that are not reserved for any other purpose.

Section 4.2             Canceled, Terminated or Forfeited Awards.  If any Award of Series E Shares or any portion thereof is for any reason forfeited, canceled or otherwise terminated, the Series E Shares subject to such Award or portion thereof shall not be available for grant under the Plan.  If any Award of Series F Shares or any portion thereof is for any reason forfeited, canceled or otherwise terminated or is repurchased by the Company as provided in Section 8.3, the Series F Shares subject to such Award or portion thereof shall again be available for grant under the Plan.

Section 4.3             Adjustment in Capitalization.  The number and kind of Common Shares available for issuance under the Plan and the number, class, Participation Level or other terms of any outstanding Award may be adjusted by the Board if it shall deem such an adjustment necessary or appropriate to reflect any Common Share dividend, stock split or share combination or any recapitalization, merger, consolidation, exchange of shares, liquidation or dissolution of the Company or other similar transaction affecting the Common Shares.  To the extent deemed equitable and appropriate by the Board, in its good faith judgment, and subject to any required action by stockholders, in any merger, consolidation, reorganization, liquidation, dissolution or other similar transaction, any Award granted under the Plan shall pertain to the securities or other property to which a holder of the number of Common Shares covered by the Award would have been entitled to receive in connection with such event.  Notwithstanding the foregoing, in the event of a Final Reclassification (as defined in the

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Securityholders Agreement), the Common Shares shall be adjusted as provided in the Securityholders Agreement; provided, that such adjustment shall not alter the vesting schedule provided in this Plan or the Subscription Agreement evidencing the grant of such Common Shares.

Article V
Terms of Series E Shares

Section 5.1             Grant of Series E Shares.  The Board shall grant Series E Shares to each Eligible Series E Participant at such time or times within 45 Business Days after the Effective Time as it shall determine.  Each Series E Share granted to a Participant shall be evidenced by a Subscription Agreement that shall specify the number of Series E Shares that are being granted to the Participant, the vesting schedule of such Series E Shares, Participation Levels with respect to such Series E Shares, which shall initially be not less than $11.75 per share, the rights and responsibilities of Participant with respect to such Series E Shares, and such other terms as the Board shall determine.

Section 5.2             Vesting of Series E Shares.  Series E Shares shall vest in accordance with such vesting schedule as shall be specified by the Board on or before the Grant Date and as specified in the Subscription Agreement.

Article VI
Terms of Series F Shares

Section 6.1             Grant of Series F Shares.  The Board or Committee may grant or offer for sale Series F Shares to Participants at such time or times and on such terms as it shall determine; provided, however, that a grant or offer for sale of Series F Shares may only be made if Management recommends such grant or offer to the Committee and the Committee approves such grant or offer; and provided, further, that, if immediately prior to a Sale of the Company or a Qualified IPO any Series F Shares available for issuance under the Plan remain available for grant hereunder and Management and the Committee cannot agree on the grant of Awards with respect thereto, such remaining Series F Shares shall not be awarded and the outstanding Series F Shares granted under this Plan shall be entitled to the treatment set forth in the Charter and the Securityholders Agreement.  Each Series F Share granted to or purchased by a Participant shall be evidenced by a Subscription Agreement that shall specify the number of Series F Shares that are being granted to Participant, the vesting schedule of such Series F Shares, the

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rights and responsibilities of Participant with respect to such Series F Shares, and such other terms as the Board shall determine.

Section 6.2             Purchase Price and Payment.  The purchase price for any Series F Shares to be offered and sold pursuant to Section 6.1 shall be the Fair Market Value on the Grant Date or such other price as the Board shall determine.  The purchase price with respect to any Series F Shares offered and sold pursuant to Section 6.1 shall be paid in cash or other readily available funds simultaneously with the closing of the purchase of such Series F Shares or in such other manner as the Board shall determine.  Series F Shares granted under this Plan shall not require a purchase price.

Section 6.3             Vesting of Series F Shares.  Series F Shares issued pursuant to Section 6.1 shall vest in accordance with the vesting schedule, or upon the attainment of such performance criteria, as shall be specified by the Board on or before the Grant Date and as specified in the Subscription Agreement.  Unless otherwise determined by the Board on or before the Grant Date and specified in Participant’s Subscription Agreement, one fifth of the Series F Shares issued pursuant to Section 6.1 shall vest and become exercisable on each of the first, second, third, fourth and fifth anniversaries of the Grant Date.

Article VII
Terms of the Common Shares

Section 7.1             Subscription Agreements, Etc.  No Common Shares shall be issued to a Participant pursuant to an Award granted hereunder unless (i) the Participant shall enter into a Subscription Agreement that shall include, among other things, provisions providing that the Common Shares shall be subject to the terms and provisions of the Securityholders Agreement and such other terms and provisions as are determined by the Board, (ii) the Participant shall be a party to the Securityholders Agreement, (iii) the Participant shall have delivered a duly executed undated instrument of transfer or assignment in blank, having attached thereto or to such Common Share certificate all requisite stock or other applicable or documentary tax stamps, all in form and substance satisfactory to the Company, relating to the Common Shares covered by such grant, and (iv) the Board shall require that the certificates evidencing such Common Shares be held by the Secretary of the Company until the Common Shares have vested.

Section 7.2             Voting Rights.  Participants shall have no voting rights except as set forth in the Charter or as may be required under the General Corporation Law of the State of Delaware.

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Section 7.3             Other Rights and Obligations. The Participant shall be entitled to the rights and subject to the obligations created under this Plan, the Subscription Agreement and the Securityholders Agreement, each to the extent set forth herein or therein.

Section 7.4             Dividends and Other Distributions.  Unless otherwise determined by the Board at the time of grant and subject to the Subscription Agreement and any other agreement to which the Common Shares are subject, Participants’ outstanding Common Shares shall be entitled to receive all dividends and other distributions paid with respect to those shares at the same time (and within the same calendar year) as all other holders of the same class of securities; provided that, if any such dividends or distributions are paid in Common Shares or other securities or property, such shares, securities and property shall be subject to the same vesting provisions, forfeiture restrictions and restrictions on transferability as apply to the Common Shares with respect to which they were paid.

Section 7.5             Board Discretion.  Notwithstanding anything else contained in this Plan to the contrary, the Board may accelerate the vesting of any Common Shares, all Common Shares or any class or series of Common Shares for any reason on such terms and subject to such conditions, as the Board shall determine, at any time and from time to time.

Article VIII
Termination of Employment

Section 8.1             Termination due to Death or Disability.  Upon Participant’s termination of employment due to death or Disability, all of Participant’s unvested Common Shares shall vest.

Section 8.2             Termination for Any Other Reason.  Unless otherwise determined by the Board and set forth in the Subscription Agreement, if a Participant’s employment with the Company or any of its Subsidiaries is terminated for any reason other than death or Disability, all vested Common Shares then held by Participant shall remain outstanding and shall remain subject to the terms and conditions of the Plan, the Subscription Agreement and the Securityholders Agreement and all of Participant’s unvested Common Shares shall be immediately forfeited and canceled without payment therefor, except in the case of an Employee who purchased the Common Shares pursuant to Section 6.1, in which case the Employee shall be entitled to payment equal to the lower of the

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purchase price of the Common Shares or their Fair Market Value at the time of termination.

Section 8.3             Certain Rights upon Termination of Employment Prior to a Qualified IPO.  Unless otherwise determined by the Board at the time of grant, each Subscription Agreement shall provide that the Company shall have the right prior to a Qualified IPO to purchase all or any portion of a Participant’s Common Shares during the 180-day period following any termination of employment, at a purchase price per share equal to the Fair Market Value as of the effective date of such termination of employment.  Any determination to purchase all or any portion of a Participant’s Common Shares under this Section 8.3 shall be subject to the approval of a majority of the directors designated by the holders of Series B Preferred Stock and Sidney Knafel or in the event of his death or incapacity such that he is unable to act, the Chief Executive Officer of the Company at such time. The Company may assign its repurchase rights under this Section 8.3, provided that the assignment is approved by Management and the Committee.

Article IX
Sale of the Company

Accelerated Vesting and Payment.  Except as otherwise provided in the Subscription Agreement, all unvested Common Shares shall vest upon a Sale of the Company.

Article X
Amendment, Modification, and Termination of the Plan

The Board may terminate or suspend the Plan at any time, and may amend or modify the Plan from time to time; provided that, prior to a Sale of the Company or Qualified IPO, any such termination, suspension, amendment or modification shall require the approval of (i) Sidney Knafel prior to his death or incapacity such that he is unable to act, (ii) the Chief Executive Officer of the Company at such time and (iii) a majority of the directors designated by the holders of Series B Preferred Stock.  No amendment, modification, termination or suspension of the Plan shall in any manner adversely affect any Award theretofore granted under the Plan without the consent of the Participant holding such Award or the consent of a majority of Participants holding similar Awards (such majority to be determined based on the number of shares covered by such Awards).  Shareholder approval of any such amendment, modification, termination or

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suspension shall be obtained to the extent mandated by applicable law, or if otherwise deemed appropriate by the Board.

Article XI
Definitions

Section 11.1           Definitions.  Whenever used herein, the following terms shall have the respective meanings set forth below:

“Award” shall mean a grant of Common Shares, or an offer and sale of Common Shares in each case granted pursuant to the terms of the Plan.

“Board” means the Board of Directors of the Company.

“Business Day” shall have the meaning set forth in the Securityholders Agreement.

 “Charter” means the Amended and Restated Certificate of Incorporation of the Company as on file with the Secretary of State of Delaware, as the same may be amended from time to time.

“Code” means the United States Internal Revenue Code of 1986, as amended, and any successor thereto.

“Committee” the Compensation Committee of the Board or, if there shall not be any committee then serving, the Board.

“Common Shares” means the Series E Shares and the Series F Shares.

“Company” means Insight Communications Company, Inc., a Delaware corporation, and any successor thereto.

“Disability” means the inability of Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last continuously through the final vesting date of the applicable Common Shares.

“Effective Date” has the meaning given in Section 12.8.

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“Effective Time” shall have the meaning set forth in the Agreement and Plan of Merger dated as of July 28, 2005, between Insight Acquisition Corp. and the Company.

“Eligible Director” means a director of the Company who is not also an Employee.

“Eligible Series E Participant” means an Employee who is employed by the Company or any of its Subsidiaries immediately prior to the Effective Time, including each employee who is not actively at work on account of illness, disability, vacation or leave of absence, who held any option to purchase shares of common stock of the Company immediately prior to the Effective Time.

“Employee” means any executive, officer or other employee of the Company or any Subsidiary.

“Fair Market Value” means, as of any date of determination prior to a Qualified IPO, the per share fair market value on such date of a share of Common Shares as determined in good faith by the Board.  In making a determination of Fair Market Value, the Board shall give due consideration to such factors as it deems appropriate, including, but not limited to, the earnings and other financial and operating information of the Company in recent periods, the potential value of the Company as a whole, the future prospects of the Company and the industries in which it competes, the history and management of the Company, the general condition of the securities markets, the fair market value of securities of companies engaged in businesses similar to those of the Company, and any recent valuation of the Common Shares that shall have been performed by an independent valuation firm (although nothing herein shall obligate the Board to obtain any such independent valuation).  Unless otherwise determined by the Board or provided in a Subscription Agreement, any determination of Fair Market Value as of the end of any fiscal year shall continue to apply throughout the next succeeding fiscal year.  The determination of Fair Market Value will not give effect to any restrictions on transfer of the Common Shares or take into account any control premium, but shall be determined taking into account the fact that such shares would represent a minority interest in the Company and are illiquid.  Following a Qualified IPO, Fair Market Value shall mean the average of the high and low trading prices for a share of Common Stock on the primary national exchange (including NASDAQ) on which Common Shares are then traded on the

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trading day immediately preceding the date as of which such Fair Market Value is determined.

“Grant Date” means, with respect to any Award, the date as of which such Award is granted pursuant to the Plan.

“Independent Director” shall have the meaning set forth in the Securityholders Agreement.

“Management” shall mean the Management Representatives (as defined in the Securityholders Agreement).

“Participant” means any Employee or Eligible Director who is granted an Award.

“Participation Level” shall have the meaning set forth in the Charter.

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

“Plan” means this Insight Communications Company, Inc. 2005 Stock Incentive Plan.

“Qualified IPO” shall have the meaning set forth in the Securityholders Agreement, as amended from time to time.

“Sale of the Company” shall mean a “Sale” as defined in the Securityholders Agreement, as amended from time to time.

“Securityholders Agreement” means the Securityholders Agreement, dated as of December 16, 2005, among the Company and its stockholders, as the same may be amended from time to time.

“Series E Shares” means the Series E non-voting common shares of the Company, par value $0.01 per share.

“Series F Shares” means the Series F non-voting common shares of the Company, par value $0.01 per share.

“Subscription Agreement” means a subscription or grant agreement between the Company and a Participant embodying the terms of any stock

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purchase or issuance made pursuant to the Plan and in the form approved by the Board from time to time for such purpose.

“Subsidiary” means any corporation, limited liability company or other entity, a majority of whose outstanding voting securities is owned, directly or indirectly, by the Company.

“Transfer” means sell, transfer, pledge, encumber or otherwise dispose of, whether directly or indirectly (by merger or sale of equity in any direct or indirect holding company or otherwise), and whether voluntarily or by operation of law.

Section 11.2           Gender and Number.  Except when otherwise indicated by the context, words in the masculine gender used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular.

Article XII
Miscellaneous Provisions

Section 12.1           Nontransferability of Awards.  Subject in all cases to the Securityholders Agreement, except as otherwise provided herein, or as the Board may permit on such terms as it shall determine or, following vesting, as provided in the Securityholders Agreement, the Participant shall not Transfer any Common Shares to any Person other than the Company or by will or by the laws of descent and distribution.  All rights with respect to Awards granted to a Participant under the Plan shall be exercisable during the Participant’s life-time by such Participant only (or, in the event of the Participant’s Disability, such Participant’s legal representative).  Following a Participant’s death, all rights with respect to Awards that were outstanding at the time of such Participant’s death and have not terminated shall be exercised by his designated beneficiary or by his estate in the absence of a designated beneficiary.

Section 12.2           Tax Withholding.  The Company or the Subsidiary employing a Participant shall have the power to withhold, or to require such Participant to remit to the Company or such Subsidiary, an amount (in cash, from other compensation payable to the Participant, or in Common Shares granted under the Plan, upon their vesting) sufficient to satisfy all U.S. federal, state, local and any non-U.S. withholding tax or other governmental tax, charge or fee requirements in respect of any Award granted under the Plan.

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Section 12.3           No Guarantee of Employment or Participation.  Nothing in the Plan or in any agreement granted hereunder shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any Participant’s employment or retention at any time, or confer upon any Participant any right to continue in the employ or retention of the Company or any Subsidiary.  No Employee or Eligible Director shall have a right to be selected as a Participant or, having been so selected, to receive any Awards.

Section 12.4           No Limitation on Compensation; No Impact on Benefits.  Nothing in the Plan shall be construed to limit the right of the Company or any Subsidiary to establish other plans or to pay compensation to its Employees or Eligible Directors, in cash or property, in a manner that is not expressly authorized under the Plan.  Except as may otherwise be specifically and unequivocally stated under any employee benefit plan, policy or program, no amount payable in respect of any Award shall be treated as compensation for purposes of calculating a Participant’s rights under any such plan, policy or program.  The selection of an Employee as a Participant shall neither entitle such Employee to, nor disqualify such Employee from, participation in any other award or incentive plan.

Section 12.5           Requirements of Law.  The granting of Awards and the issuance of shares of Common Shares pursuant to the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.  No Awards shall be granted under the Plan, and no Common Shares shall be issued under the Plan, if such grant or issuance would result in a violation of applicable law, including U.S. federal securities laws and any applicable state or non-U.S. securities laws.

Section 12.6           Freedom of Action.  Nothing in the Plan or any Subscription Agreement shall be construed as limiting or preventing the Company or any Subsidiary from taking any action that it deems appropriate or in its best interest (as determined in its sole and absolute discretion) and no Participant (or person claiming by or through a Participant) shall have any right relating to the diminishment in the value of any Award as a result of any such action.

Section 12.7                           Unfunded Plan; Plan Not Subject to ERISA.  The plan is an unfunded plan and Participants shall have the status of unsecured creditors of the Company.  The Plan is not intended to be subject to the Employee Retirement Income and Security Act of 1974, as amended.

Section 12.8           Term of Plan.  The Plan shall be effective as of December 16, 2005 (the “Effective Date”) and shall continue in effect, unless sooner terminated

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pursuant to Article X, until the tenth anniversary of such date.  The provisions of the Plan shall continue thereafter to govern all outstanding Awards.

Section 12.9           Governing Law.  THIS PLAN, AND ALL AGREEMENTS HEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE APPLICATION OF RULES OF CONFLICTS OF LAW THAT WOULD APPLY THE LAWS OF ANY OTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE CORPORATE LAW OF THE STATE OF DELAWARE SPECIFICALLY AND MANDATORILY APPLIES.

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EX-10.3

Exhibit 10.3

INSIGHT COMMUNICATIONS COMPANY, INC.

SECURITYHOLDERS AGREEMENT

Dated as of December 16, 2005

TABLE OF CONTENTS

			Page
Section 1.	Restrictions on Transfer		1
Section 2.	Tag-Along Rights		5
Section 3.	Drag-Along Rights		6
	(a)	Drag-Along Notice	6
	(b)	Conditions to Drag-Along	7
	(c)	Remedies	8
Section 4.	Exit Transactions and Procedures		9
	(a)	IPO, Sale or Recapitalization of the Company	9
	(b)	Partnership Split-Up	15
	(c)	Control of Process	16
	(d)	Final Reclassification	17
	(e)	Qualified IPO Procedures	21
	(f)	Voting and Securityholder Cooperation	21
Section 5.	Piggyback Registration Rights		22
Section 6.	Registration upon Request		24
	(a)	Request for Registration	24
	(b)	Limitations on Registrations	25
	(c)	Additional Limitation	26
	(d)	Limitation on Sales	26
Section 7.	Registration Procedures		26
Section 8.	Indemnification		30
Section 9.	Management Bonus Pool		32
	(a)	Management Representatives’ Allocations	32
	(b)	Compensation Committee Allocations	32
	(c)	Certain Allocations; Payment	33
	(d)	Management Representatives	33
	(e)	Partnership Split-Up	33
	(f)	Ordinary Course Bonuses	34
Section 10.	Certain Rights and Obligations		34
	(a)	Certain Voting Rights; Venture Capital Investment	34
	(b)	Restrictions on Rights in Certain Business Ventures	34

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	(c)	Independent Directors	35
Section 11.	Proxies		35
Section 12.	Miscellaneous		37
	(a)	Severability	37
	(b)	Information	37
	(c)	Notices	38
	(d)	Termination	39
	(e)	Legends	40
	(f)	Headings	40
	(g)	Entire Agreement	40
	(h)	Counterparts	41
	(i)	Governing Law	41
	(j)	Binding Effect	41
	(k)	Remedy	41
	(l)	Assignment	41
	(m)	Third Party Beneficiaries	41
	(n)	Amendment; Waivers, Etc	41
	(o)	Consent to Jurisdiction	42
	(p)	Waiver of Jury Trial	43
	(q)	Subsequent Securityholders	43
	(r)	Certain Definitions	43

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EXECUTION COPY

SECURITYHOLDERS AGREEMENT

SECURITYHOLDERS AGREEMENT (this “Agreement”), dated as of December 16, 2005, among (i) CARLYLE PARTNERS III TELECOMMUNICATIONS, L.P. (“CP III”), CARLYLE PARTNERS IV TELECOMMUNICATIONS, L.P. (“CP IV”), CP III COINVESTMENT, L.P. and CP IV COINVESTMENT, L.P., each a Delaware limited partnership (each individually, and collectively together with their Permitted Assignees, “Carlyle”), (ii) INSIGHT COMMUNICATIONS COMPANY, INC., a Delaware corporation (the “Company”), (iii) those individuals identified as “Continuing Investor Securityholders” on the signature pages hereof (the “Continuing Investor Securityholders”), (iv) Continuing Investor Holding Company, LLC, a Delaware limited liability company (“Holdco”), (v) PH Investments, LLC, a Delaware limited liability company (“PH Investments”), and (vi) each other Person who subsequently becomes a party to this Agreement (together with Carlyle, the Continuing Investor Securityholders, Holdco and PH Investments, the “Securityholders”).  Capitalized terms used herein without definition are defined in Section 12(r).

RECITALS:

WHEREAS, upon the terms and conditions set forth in the Agreement and Plan of Merger, dated as of July 28, 2005 (as the same may from time to time be amended, modified, supplemented or restated, the “Merger Agreement”), among Insight Acquisition Corp., a Delaware corporation (“Parent”), and the Company, at the Effective Time, Parent will merge with and into the Company with the Company remaining as the surviving corporation; and

WHEREAS, the Securityholders and the Company are executing this Agreement concurrently with the Closing under the Merger Agreement to set forth certain understandings and agreements regarding their respective ownership of Equity Securities of the Company;

NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and warranties made herein and of the mutual benefits to be derived herefrom, the parties hereto agree as follows:

Section 1.Restrictions on Transfer.  Except as set forth below, no party hereto may sell, transfer, pledge, encumber or otherwise dispose of, whether directly or indirectly (by merger or sale of equity in any direct or indirect holding company or otherwise), and whether voluntarily or by operation of law (“Transfer”), any Equity Securities to any Person other than the Company.  The Transfers prohibited by the foregoing sentence shall, for avoidance of doubt, include any Transfer of the capital stock of ICI Communications, Inc. for so long as it is a holder of Equity Securities.  Notwithstanding the foregoing, subject to the terms of any subscription or like agreement

pursuant to which a Securityholder acquired Equity Securities, the following Transfers of shares of Equity Securities shall be permitted (each, a “Permitted Transfer”):

(a)Transfers of Equity Securities other than Governance Preferred Stock by any Securityholder to any Permitted Assignee of such Securityholder, and Transfers of Governance Preferred Stock by Mr. Knafel and Mr. Willner upon their death to any Permitted Assignee described in clause (b)(iii) of the definition of Permitted Assignee, in each case whether or not such Permitted Assignee is a Securityholder at the time of such Transfer, provided, that such Permitted Assignee agrees in writing to become a party to this Agreement, and provided further, that the Transfer is not a Prohibited Transfer and such Permitted Assignee delivers to the Company (i) an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that the Transfer does not fall within sub-clauses (u), (v), (w), (x) or (y) of the definition of the term “Prohibited Transfer”, and (ii) a certificate of the Transferor and the Transferee, to the effect that the Transferee is a Permitted Assignee of the Transferor, and provided further, that any such Permitted Transferee shall take subject to the applicable proxies provided in Section 11.

(b)Transfers of shares of Governance Preferred Stock to any Person, provided, in each case, that (i) in the case of a proposed Transfer of Series A Voting Preferred Stock, holders of a majority of the shares of Series B Voting Preferred Stock consent to the Transfer, and in the case of a proposed Transfer of Series B Voting Preferred Stock, holders of a majority of the shares of Series A Voting Preferred Stock consent to the Transfer (provided, that such consent shall not be required with respect to Transfers of Governance Preferred Stock permissible under Section 1(d) or with respect to a Transfer by Carlyle of Governance Preferred Stock to TC Group, L.L.C., a Delaware limited liability company, or any investment entity that is an Affiliate of and is directly or indirectly managed by TC Group, L.L.C., so long as TC Group, L.L.C. remains an entity through which The Carlyle Group (as commonly known) manages its investment funds), (ii) the Transferee agrees in writing to become a party to this Agreement, and (iii) the Transfer is not a Prohibited Transfer.

(c)Transfers by Carlyle in one or more transactions of no more than an aggregate of 33% of the Series D Non-Voting Preferred Stock held by Carlyle on the date hereof, or the equivalent thereof through the sale of equity in any direct or indirect holding company (and, in the event of the dissolution of such holding company, to the owners or investors in such holding company), to other financial investors, including private equity investors, provided, in each case, that (i) holders of a majority of the shares of Series A Voting Preferred Stock consent to the identity of the Transferee (including the identity of the owners of and investors in a holding company that is a Transferee), which consent shall not be unreasonably withheld or delayed, (ii) no such Transfer, whether of Series D Non-Voting Preferred Stock or equity of any direct or indirect holding company, shall convey to the Transferee, directly or indirectly, any rights

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specifically given to Carlyle under this Agreement (as opposed to rights of Carlyle that arise simply from its ownership of Series D Non-Voting Preferred Stock) unless approved in writing by the holders of a majority of the shares of Series A Voting Preferred Stock, (iii) the Transferee, if Series D Non-Voting Preferred Stock is Transferred, agrees in writing to become a party to this Agreement, or if other equity is Transferred, agrees in writing not to Transfer such equity except in accordance with the terms of this Agreement, mutatis mutandis, and (iv) the Transfer is not a Prohibited Transfer, and provided further, that any such Transfer shall be consummated within three months after the Effective Time.

(d)Subject to the penultimate paragraph of this Section 1, Transfers by Carlyle or SRK and the SRK Related Parties of shares of Preferred Stock, or, in the event the Transfer triggers the Final Reclassification or the Final Reclassification has already occurred, of shares of Company Common Stock, to any Person if the Transferring Securityholder (or Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative), in the case of a Transfer by SRK and the SRK Related Parties) at such time has the right to cause a Sale or a Subsequent Sale pursuant to Section 4, provided, that, (i) no Transfer of Governance Preferred Stock shall be permitted under this Section 1(d) unless the Transfer triggers the Final Reclassification or, after a Qualified IPO, the Transfer is made in connection with a Subsequent Sale, (ii) unless the Transfer is in connection with a Sale or a Subsequent Sale, the Transferee agrees in writing to become a party to this Agreement or so much of this Agreement as shall remain operative, and (iii) unless such Transfer triggers the Final Reclassification or the Final Reclassification has already occurred, such Transfer is not a Prohibited Transfer and the Transferee delivers to the Company an opinion of counsel that the Transfer does not fall within sub-clauses (u), (v), (w), (x) or (y) of the definition of “Prohibited Transfer”, which opinion and counsel shall be reasonably satisfactory to the Company.  In the event of such a Transfer, the Transferor shall be entitled to drag-along rights under Section 3 as and to the extent therein provided, and other holders of Non-Voting Preferred Stock and Eligible Series E Common Stock, or, if the Transfer triggers the Final Reclassification or the Final Reclassification has already occurred, of Company Common Stock, shall be entitled to the Tag-Along Rights described in Section 2.

(e)Subject to the penultimate paragraph of this Section 1, Transfers by Carlyle of Series D Non-Voting Preferred Stock to any Person not otherwise permitted, provided, that (i) the Transferee agrees in writing to become a party to this Agreement, (ii) the Transfer is not a Prohibited Transfer and the Transferee delivers an opinion of counsel to the Company, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that the Transfer does not fall within sub-clauses (u), (v), (w), (x) or (y) of the definition of “Prohibited Transfer,” and (iii) holders of a majority of the shares of Series A Voting Preferred Stock approve the identity of the Transferee and the extent to which any rights specifically given to Carlyle under this Agreement (as opposed

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to rights of Carlyle that arise simply from its ownership of Series D Non-Voting Preferred Stock) are proposed to be Transferred.  In the event of such a Transfer, all other holders of Non-Voting Preferred Stock and Eligible Series E Common Stock shall be entitled to the Tag-Along Rights described in Section 2.

(f)Transfers of Company Common Stock by any Securityholder after a Qualified IPO, provided, that (i) such Transfer is pursuant to an effective registration statement under the Securities Act or is exempt from registration under Rule 144 and (ii) such Transfer would not be a Prohibited Transfer under clause (z) of the definition of Prohibited Transfer.

(g)Transfers by Carlyle or SRK and the SRK Related Parties of Company Common Stock after a Sale or Subsequent Sale to any Person, and Transfers by Carlyle or SRK and the SRK Related Parties of Company Common Stock after a Qualified IPO (other than market sales, which are covered by Section 1(f) above) to any Person, provided, that the Transferee agrees in writing to become a party to so much of this Agreement as shall remain operative, and that the Transfer is not a Prohibited Transfer.  In the event of such a Transfer, Carlyle shall be entitled to the drag-along rights under Section 3 as and to the extent therein provided, and all Securityholders other than the party making such Transfer shall be entitled to the Tag-Along Rights described in Section 2.

Notwithstanding the foregoing, (i) prior to the Final Reclassification (unless the Transfer triggers the Final Reclassification), (A) Carlyle may not Transfer (x) more than 33% of the Preferred Stock held by Carlyle as of the date hereof pursuant to Section 1(d) or (y) more than 50% of the Preferred Stock held by Carlyle as of the date hereof in the aggregate pursuant to Section 1(d) and Section 1(e), and (B) SRK and the SRK Related Parties may not Transfer more than 33% of the Preferred Stock held by SRK and the SRK Related Parties as of the date hereof pursuant to Section 1(d), provided that neither Carlyle nor SRK and the SRK Related Parties may Transfer any Preferred Stock pursuant to Section 1(d) or Section 1(e) prior to the third anniversary of the date of this Agreement unless such Transfer triggers the Final Reclassification; (ii) after the fourth anniversary of the date of this Agreement, SRK and the SRK Related Parties may not Transfer any shares of Preferred Stock or Company Common Stock pursuant to Section 1(d) unless both (A) either (1) Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) has delivered the second notice contemplated by Section 4(a)(ii)(B) in conformity therewith and nine months have elapsed or (2) Carlyle has elected to pursue a Sale under Section 4(a)(ii)(A) and twelve months have elapsed or (3) Carlyle has notified Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) that it has not been able to effectuate a Sale or Qualifying Distribution Transaction (because of the IRR Condition, market conditions, contractual restrictions, or failure of closing conditions) and that it has not been able to consummate a Qualified IPO (because

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of market conditions) and/or does not intend to seek to effectuate a Qualified IPO and, (B) such Transfer by SRK and the SRK Related Parties would, if it triggered the Final Reclassification, satisfy the IRR Condition; (iii) no Permitted Transfer that triggers the Final Reclassification may be consummated unless (A) such Permitted Transfer results in the Transfer of all of the Equity Securities held by SRK, the SRK Related Parties and MSW (if Carlyle is the initial Transferor) or Carlyle (if SRK and the SRK Related Parties are the initial Transferors), or (B) the buyer in such Permitted Transfer has agreed to provide such Securityholder(s) in clause (A) that did not initiate the Transfer with substantially equivalent rights with respect to the Transfer of all of the Equity Securities to be retained by it or them after consummation of such transaction as the initiating Securityholder(s) would receive with respect to the Equity Securities that it or they would retain after consummation of such transaction (provided, that such rights shall not include the provision of drag-along rights to SRK, the SRK Related Parties and MSW if Carlyle is the initial Transferor); and (iv) except in connection with a Transfer that triggers the Final Reclassification or a Subsequent Sale, a Securityholder may not Transfer any Equity Securities to any Strategic Buyer or any Affiliate thereof without the prior written consent of Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Willner, or in the event of Mr. Willner’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) and Carlyle.

Each Securityholder shall give the Company at least 30 days’ prior written notice (or 10 days’ prior written notice in the case of a Permitted Transfer described in Section 1(a)) of any proposed Transfer of any Equity Securities pursuant to a Permitted Transfer described in this Section 1, and prompt notice of any such actual Transfer.  Any Transfer of any Equity Securities other than pursuant to a Permitted Transfer shall be void ab initio and of no effect.  The Company agrees to provide such certificates with respect to factual matters involving the Company as may be reasonably requested by a Securityholder or its counsel in connection with a proposed Permitted Transfer.  The Company shall cooperate with any Securityholder seeking to Transfer Equity Securities as permitted pursuant to this Section 1 and shall take all actions as may be reasonably requested by such Securityholder to effectuate such Transfer.

Section 2.Tag-Along Rights.

If Carlyle, SRK or any of the SRK Related Parties (a “Section 2 Seller”) desires to Transfer any shares of Non-Voting Preferred Stock or of Company Common Stock pursuant to (and in conformity with) Sections 1(d), 1(e), or 1(g), then such Section 2 Seller shall give notice (the “Notice of Offer”) in writing to the Board and the other Securityholders (i) designating the number of shares of each series of Non-Voting Preferred Stock or of Company Common Stock that such Section 2 Seller proposes to sell, (ii) naming the prospective purchaser thereof (the “Designated Purchaser”) and (iii) specifying the price (the “Offer Price”) and terms (the “Offer Terms”) upon which such Section 2 Seller desires to sell the same.  During the 20 Business Day period

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following receipt of such Notice of Offer by the Company, the other Securityholders that hold Non-Voting Preferred Stock, Eligible Series E Common Stock or Company Common Stock, as the case may be, shall have the right (a “Tag-Along Right”), exercised by delivering a written notice to the Section 2 Seller and the Company, to require the Designated Purchaser to purchase from such Securityholders (an “Accepting Securityholder”), at the Offer Price and on the Offer Terms (subject to reducing the Offer Price by the amount of the unsatisfied Participation Level for each share of Eligible Series E Common Stock), a percentage of such Accepting Securityholder’s shares of Non-Voting Preferred Stock, Eligible Series E Common Stock or shares of Company Common Stock, as the case may be, that is less than or equal to the percentage of the Section 2 Seller’s shares of Non-Voting Preferred Stock or shares of Company Common Stock, as the case may be, that the Designated Purchaser ultimately purchases from the Section 2 Seller in the transaction, provided, Holdco shall have the right to require the Designated Purchaser to purchase from Holdco the aggregate number of shares of Non-Voting Preferred Stock or shares of Company Common Stock, as the case may be, that the Holdco Continuing Investors elect and are entitled to sell in accordance with Section 8.9 of the Holdco LLC Agreement in connection with the exercise of their tag-along rights.  It shall be a condition to any Transfer by the Section 2 Seller that the Designated Purchaser shall purchase such shares from the Accepting Securityholders pursuant to and in accordance with the applicable provisions of this Section 2, and, for the avoidance of doubt, Transfers by Accepting Securityholders in conformity with this Section 2 shall be permitted for all purposes under this Agreement.

Section 3.Drag-Along Rights.

(a)Drag-Along Notice.  In connection with a Transfer by Carlyle or SRK and the SRK Related Parties pursuant to Section 1(d) or a Transfer by Carlyle pursuant to Section 1(g), if, subject to the penultimate sentence of this Section 3(a), Carlyle or SRK and the SRK Related Parties (a “Section 3 Seller”) intends to Transfer Company Common Stock (a “Drag-Along Sale”) to a non-Affiliate third party (a “Section 3 Buyer”) and elects to exercise its rights under this Section 3, such Section 3 Seller shall deliver written notice (a “Drag-Along Notice”) to the Company and the other Securityholders, which notice shall (i) state (x) that the Section 3 Seller wishes to exercise its rights under this Section 3 with respect to such Transfer, (y) the name and address of the Section 3 Buyer, and (z) the number of shares of Company Common Stock that the Section 3 Seller proposes to sell (the “Section 3 Seller Securities”) and the aggregate price and form of consideration the Section 3 Seller proposes to receive per share in the Drag-Along Sale, (ii) contain (I) drafts of purchase and sale documentation setting forth the terms and conditions of payment of such consideration and all other material terms and conditions of such Transfer (the “Draft Sale Agreement”), and (II) an offer (the “Drag-Along Offer”) by the Section 3 Buyer to purchase from the other Securityholders on the date of the closing of such Transfer (a “Section 3 Closing”), a percentage of each such Securityholder’s shares of Company Common Stock that is the

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same as the percentage of the Section 3 Seller’s shares of Company Common Stock that the Section 3 Buyer purchases from the Section 3 Seller, and (iii) state the anticipated time and place of such Section 3 Closing, which (subject to such terms and conditions) shall occur not fewer than 15 days nor more than 120 days after the date such Drag-Along Notice is delivered, provided, that if such Section 3 Closing shall not occur prior to the expiration of such 120-day period, the Section 3 Seller shall be entitled to deliver another Drag-Along Notice with respect to such Drag-Along Offer.  The foregoing notwithstanding (A) no Drag-Along Notice delivered by SRK and the SRK Related Parties shall be effective unless (x) the transaction proposed by them would trigger the Final Reclassification and (y) Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) has approved such Drag-Along Notice, and (B) no Drag-Along Notice delivered by Carlyle shall be effective (x) prior to the Final Reclassification, unless the transaction proposed by it would trigger the Final Reclassification, (y) following the consummation of a Qualified IPO, unless Carlyle proposes to sell at least 85% of the Company Common Stock held by it in the proposed transaction, or (z) following the consummation of a Sale or Subsequent Sale, unless Carlyle proposes to sell all of the Company Common Stock held by it in the proposed transaction.  Upon request of any Section 3 Seller, the Company shall provide the Section 3 Seller with a current list of the names and addresses of the other Securityholders.

(b)Conditions to Drag-Along. Following delivery of a Drag-Along Notice, each of the other Securityholders shall have the obligation to Transfer all of its securities covered by the Drag-Along Notice (“Drag-Along Securities”) pursuant to the Drag-Along Offer, as such offer may be modified from time to time, provided, that the Section 3 Seller Transfers all of its Section 3 Seller Securities (as so modified from time to time) to the Section 3 Buyer at the Section 3 Closing and that all shares comprising the Section 3 Seller’s Securities and shares comprising the Drag-Along Securities are sold to the Section 3 Buyer at the same price, for the same form of consideration (which shall be cash, Marketable Securities or Other Eligible Sale Consideration or a combination thereof, or, if an election to receive a different form of consideration is available, such election is made available to each Securityholder), and on the same terms and conditions, and provided further, that (x) a Securityholder shall only be required to make, in connection with a Drag-Along Sale, (i) representations and warranties with respect to its authority, its title to its Drag-Along Securities, the absence of conflicts, and approvals and litigation relating to it, and (ii) such representations or warranties with respect to the Company or its business, affairs, assets or liabilities as are being made by the Section 3 Seller, (y) a Securityholder shall not, in connection with a Drag-Along Sale, be required to indemnify the Section 3 Buyer or any other Person jointly with any other Person, nor to indemnify such Section 3 Buyer or other Person in respect of more than its pro rata share (based on the numbers of shares sold in the Drag-Along Sale) of any matter relating to a breach of a representation or warranty described in clause (x)(ii) above or of any indemnification for breaches of representations and warranties made by the Company

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with respect to itself or its business, affairs, assets or liabilities and (z) no Securityholder shall be liable for any indemnification obligation in connection with a Drag-Along Sale in excess of the aggregate amount received by such Securityholder in such Drag-Along Sale.  Within five Business Days prior to the date proposed for any Section 3 Closing, each of the other Securityholders shall (i) deliver to the Section 3 Seller a written instrument of Transfer covering such Securityholder’s Drag-Along Securities, and (ii) execute and deliver to the Section 3 Seller a power of attorney and a letter of transmittal in favor of the Section 3 Seller, and in form and substance reasonably satisfactory to the Section 3 Seller appointing the Section 3 Seller as the true and lawful attorney-in-fact and custodian for such other Securityholder, with full power of substitution, and authorizing the Section 3 Seller to execute and deliver a purchase and sale agreement substantially in the form of the then current Draft Sale Agreement and otherwise in accordance with the terms of this Section 3(b) and to take such actions as the Section 3 Seller may reasonably deem necessary or appropriate to effect the sale and Transfer of the Drag-Along Securities to the Section 3 Buyer, upon receipt of the purchase price therefor set forth in the Drag-Along Notice at the Section 3 Closing, free and clear of all security interests, liens, claims, encumbrances, options, and voting agreements of whatever nature (other than securities laws restrictions), together with all other documents delivered with such Drag-Along Notice and required to be executed in connection with the sale thereof pursuant to the Drag-Along Offer.  If, within 60 days after delivery to the Section 3 Seller, the Section 3 Seller has not completed the sale of all of the Section 3 Seller’s Securities owned by it and the Drag-Along Securities owned by the other Securityholders to the Section 3 Buyer and another Drag-Along Notice with respect to such Drag-Along Offer has not been sent to the other Securityholders, the Section 3 Seller shall return to each other Securityholder all documents that such other Securityholder delivered in connection with such sale.  Promptly after the Section 3 Closing, the Section 3 Seller shall furnish such other evidence of the completion and time of completion of such sale and the terms thereof as may reasonably be requested by any of the other Securityholders.  Each Securityholder shall bear its pro rata share of expenses borne by the Section 3 Seller or the Company related to the Drag-Along Sale.  For the avoidance of doubt, Transfers of Drag-Along Securities by Securityholders pursuant to and in conformity with this Section 3 shall be permitted for all purposes under this Agreement.

(c)Remedies.  Each of the Securityholders acknowledges that the Section 3 Seller would be irreparably damaged in the event of a breach or a threatened breach by such other Securityholder of any of its obligations under this Section 3 and each of the other Securityholders agrees that, in the event of a breach or a threatened breach by such other Securityholder of any such obligation, the Section 3 Seller shall, in addition to any other rights and remedies available to it in respect of such breach, or a threatened breach, be entitled to an injunction from a court of competent jurisdiction (without any requirement to post bond) granting it specific performance by such other Securityholder of its obligations under this Section 3.  In the event that the Section 3 Seller shall file suit

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to enforce the covenants contained in this Section 3 (or obtain any other remedy in respect of any breach thereof), the prevailing party in the suit shall be entitled to recover, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, including reasonable attorney’s fees and expenses.

Section 4.Exit Transactions and Procedures.

(a)IPO, Sale or Recapitalization of the Company.

(i)Carlyle Rights.  Notwithstanding anything herein to the contrary, at any time following the third anniversary of the date of this Agreement, Carlyle may cause the Company to:

(A)commence a Qualified IPO;

(B)implement a sale, merger, consolidation, reclassification or like transaction, the consideration for which must be either cash, Marketable Securities or Other Eligible Sale Consideration or a combination thereof, either (i) that would trigger the Final Reclassification (in any such case, a “Sale”), (ii) following a Qualified IPO and as a result of which at least 85% of the shares of Final Reclassification Stock (excluding shares held by shareholders who are not Securityholders under this Agreement) would be converted into or exchanged for cash, Marketable Securities or Other Eligible Sale Consideration or a combination thereof or (iii) following a Sale and as a result of which all of the shares of Final Reclassification Stock (excluding shares held by the purchasers in the Sale and their transferees) would be converted into or exchanged for cash, Marketable Securities or Other Eligible Sale Consideration or a combination thereof (each of the transactions described in clauses (ii) and (iii) of this Section 4(a)(i)(B), a “Subsequent Sale”); or

(C)effect a recapitalization and distribution transaction (or a distribution whether or not financed) (a “Recap”), in which cash is distributed (i) if the transaction is consummated prior to the Final Reclassification, pro rata in respect of the shares of Non-Voting Preferred Stock and (if and to the extent they are entitled to so participate under Article Seven of the Charter) the shares of Series E Common Stock (it being understood that such Recap would be subject to Section 7.2 of the Charter, and, accordingly, unless consented to by the holders of the Series F Common Stock (or proxies thereof), no Recap under this clause (i) may be consummated if the amount distributed would, if distributed by the Company in a liquidation under Article Seven of the Charter, be sufficient to cause any distribution to be made in respect of the Series F Common Stock) and (ii) if the transaction is consummated following the Final Reclassification, pro rata in respect of the shares of Company Common Stock.

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(ii)Mr. Knafel’s Rights.  At any time following the fourth anniversary of the date of this Agreement, Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) may on one occasion (subject to the other provisions of this Section 4(a)(ii) and to Mr. Knafel’s (or such representative’s) rights to deliver a subsequent such request in certain circumstances if no transaction has resulted from prior ones, as hereinafter set forth), deliver a request (a “Liquidity Request”) to Carlyle setting forth Mr. Knafel’s (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative’s) interest in causing the Company to effect a Sale or a Qualified IPO (each, a “Company Liquidity Event”) or a Recap or other distribution or like transaction as a result of which SRK and the SRK Related Parties would receive distributions or non-recourse loans of cash in an amount that, together with the amount of all proceeds and distributions theretofore received by SRK and the SRK Related Parties (collectively “Prior Proceeds”) in respect of their Equity Securities, equals two thirds of the sum of (x) the Fair Market Value of the Equity Securities of SRK and the SRK Related Parties at the time of such transaction and (y) the amount of the Prior Proceeds (such Recap or other distribution or like transaction, a “Qualifying Distribution Transaction”).  No Liquidity Request may be delivered if the Company has theretofore consummated a Company Liquidity Event or a Qualifying Distribution Transaction, provided, if SRK and the SRK Related Parties are not able to sell their Equity Securities in connection with or following a Qualified IPO without such Transfer(s) being a Prohibited Transfer under clause (z) of the definition of Prohibited Transfer, then a Qualified IPO shall not constitute a Company Liquidity Event.

(A)Within 365 days of the receipt of a validly delivered Liquidity Request, Carlyle shall notify Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) of its election (in its discretion) to cause the Company to commence the process of seeking to effectuate either a Qualifying Distribution Transaction, a Qualified IPO or a Sale; and Carlyle and the Company shall thereafter use their respective reasonable best efforts to consummate whichever of such transactions Carlyle so elected as expeditiously as possible consistent with market conditions and then-existing debt covenants and other contractual restrictions; provided, that Carlyle and the Company shall have no obligation to consent to, negotiate or execute documentation that would effectuate a Sale (and none of SRK, any SRK Related Party or the Company shall execute documentation in respect of or consummate a Sale without Carlyle’s consent) unless the consideration to be received by Carlyle in respect of the shares of Series D Preferred Stock or Company Common Stock owned by Carlyle at the time would generate a Carlyle IRR in excess of 9% (the “IRR Condition”) (it being understood and agreed that (x) Carlyle may not invoke the IRR Condition to prevent a Sale pursuant to a definitive agreement for a Sale that has been executed and delivered by the Company or the stockholders and the buyer with Carlyle’s consent, (y) subject to Mr. Knafel’s (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s

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Representative) right to renew his request under Section 4(a)(i)(E) below, Carlyle shall have no obligation to select a Qualified IPO if a Sale would not satisfy the IRR Condition and (z) Carlyle shall have no obligation to pursue a Qualifying Distribution Transaction if such transaction would require the Company to refinance a material amount of its indebtedness or seek amendments in respect thereof that would have significant costs).  The Carlyle IRR shall be calculated based upon an estimated closing date for such Sale mutually agreed to in good faith by Carlyle and Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) prior to the execution of any definitive agreements.

(B)If, in response to a Liquidity Request, Carlyle elects to commence the process of seeking to effectuate either a Qualifying Distribution Transaction or a Qualified IPO and no such transaction is consummated (or, if consummated, the Qualified IPO does not constitute a Company Liquidity Event by operation of the proviso in the last sentence of Section 4(a)(ii)) within the later of six months of Carlyle’s election or 12 months of the delivery of the Liquidity Request, Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) may deliver a second notice requiring Carlyle and the Company to commence the process of seeking to effectuate a Sale (subject to the IRR Condition).

(C)In the event a Liquidity Request is to be satisfied with a Qualifying Distribution Transaction, the Fair Market Value of the Equity Securities of SRK and the SRK Related Parties at the time of the applicable transaction shall be determined as promptly as practicable in accordance with Section 4(a)(iv).  If Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) in his sole discretion is not satisfied with such amounts, Mr. Knafel (or such representative) may withdraw his Liquidity Request and shall be entitled to initiate a subsequent Liquidity Request, provided, that Mr. Knafel (or such representative) shall not make such subsequent Liquidity Request for a period of 6 months after the withdrawal of the prior Liquidity Request.

(D)In the event a Liquidity Request is to be satisfied with a Qualifying Distribution Transaction, SRK and the SRK Related Parties may be paid, and each of them hereby agrees to receive, to the extent it would not violate Applicable Law, some or all of their shares of the proceeds in the form of a non-interest bearing advance on future distributions or a non-recourse loan (the “Non-Recourse Loans”), secured by their respective Equity Securities.  Any Non-Recourse Loans shall be mandatorily prepayable out of any proceeds received by the obligors thereunder in respect of Equity Securities and the Company shall be entitled to set off any such proceeds against such Non-Recourse Loans, but in no event will the obligor be liable for any deficiency.

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(E)If, in the event either that Carlyle elects to attempt to satisfy a Liquidity Request through a Sale or that Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) gives the second notice contemplated by subparagraph (B) above and, in any such case, a Sale is not consummated because of the IRR Condition or market conditions or the failure of a condition to the pertinent documentation, Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) shall have the right to renew his Liquidity Request until it is satisfied, but no sooner than 6 months after the conclusion of the previous process.

(iii)Carlyle and Mr. Knafel’s Rights.  Prior to the third anniversary of the date of this Agreement, either Carlyle or Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) may cause the Company to execute definitive documentation to effect a Sale, if, and only if, the Fair Market Value of the aggregate consideration to be received in respect of a share of Series D Non-Voting Preferred Stock (or in respect of the number of shares of Company Common Stock into which a share of Series D Non-Voting Preferred Stock is converted in the Final Reclassification) plus the Fair Market Value of any Equity Securities retained by the selling Securityholders in such Sale, together with the Fair Market Value of the aggregate amount of all distributions theretofore made by the Company in respect of a share of Series D Non-Voting Preferred Stock, is equal to at least 2.0 times the aggregate initial subscription price for a share of Class D Preferred Stock pursuant to Section 1.2 of the Exchange Agreement (which amount is $11.75) (the “Valuation Test”).  For purposes of this Section 4(a)(iii), any escrow or like arrangement securing indemnification obligations or contingent liabilities that is part of the Sale consideration (including any note other than one that is expressly not subject to a set-off or similar right by the purchaser in respect of indemnification obligations or other contingent liabilities), as permitted by this Agreement, shall be valued at its Fair Market Value in accordance with Section 4(a)(iv)(B).  If either Carlyle or Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) desires to effect a Sale pursuant to this Section 4(a)(iii) and obtains written advice from a nationally recognized investment bank to the effect that the Valuation Test is reasonably likely to be satisfied in the transaction, and if an Exit Notice (as defined in the Partnership Agreement) has not yet been given, such party shall have the right, subject to the terms of the Partnership Agreement, to cause the Company to deliver, in accordance with the terms of Article 9 of the Partnership Agreement, such an Exit Notice in order to initiate a split-up of the Partnership (a “Partnership Split-Up”).  Following or in connection with a Partnership Split-Up so initiated, either Carlyle or Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) may cause the Company to execute definitive documentation to effect a Sale in accordance with this paragraph even if the Valuation Test as defined would not be satisfied so long as an identical test using a multiplier of 1.75 times would be satisfied.

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(iv)Fair Market Value.  The “Fair Market Value” of any assets or securities required to be determined hereunder shall be the value determined consistent with the principles and provisions hereof by agreement of Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) and Carlyle or, failing such agreement within ten days after a request by either party to reach such determination in connection with any provision hereof, by a nationally recognized investment bank (a “Qualified Bank”) to be mutually agreed to by Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) and Carlyle, provided, that in the event Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) and Carlyle are unable to agree upon a Qualified Bank to make such valuation within ten days after any failure to reach agreement on the Fair Market Value of assets or securities, Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) and Carlyle shall each promptly select a Qualified Bank, which Qualified Banks shall, acting together, promptly select a third Qualified Bank to make such valuation (the “Valuer”).  The costs of the Valuer shall be borne by the Company.  The determination of Carlyle and Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) by mutual agreement, or of the Valuer, shall be final and binding on the parties.

(A)The Fair Market Value per share of publicly traded stock shall be equal to a price per share equal to the average of the daily volume-weighted average prices per share of such stock for each of the 20 trading days preceding the second date preceding the date as of which the valuation is being determined (as reported by Bloomberg using the VWAP function, or if unavailable by another authoritative source, or if no other authoritative source is available, based on the average of the daily closing prices (instead of the daily volume-weighted average prices) for such 20 trading days, as reported by Bloomberg or another authoritative source).

(B)The Fair Market Value of any escrow or like arrangement  (including any note payable by a purchaser other than one that is expressly not subject to a set-off or similar right in respect of indemnification obligations or other contingent liabilities) shall be determined using customary and current valuation concepts and techniques (taking into account the likely amount and likely timing of any payment in respect thereof) based on the assumption that such escrow or arrangement is consideration in a transaction agreed to on an arm’s-length basis between a willing buyer and a willing seller, provided, that Section 4(a)(iv)(E)(1) and Section 4(d)(ii) shall apply in lieu of this paragraph to any valuations of such escrows or like arrangements for purposes of calculating the Final Reclassification.

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(C)The Fair Market Value of non-public securities (including a note payable by a purchaser if such note is expressly not subject to a set-off or similar right in respect of indemnification obligations or other contingent liabilities) or other assets, excluding the matters covered by paragraph (B) of this Section 4(a)(iv), shall be determined using customary and current valuation concepts and techniques based on the assumption that the securities or assets being valued are sold in a transaction agreed to on an arm’s-length basis between a willing buyer and a willing seller.

(D)The Fair Market Value of any specific Equity Securities of the Company at any date shall be an amount equal to the amount that would be distributed in respect of such Equity Securities under Article Seven of the Charter if an amount equal to the aggregate Fair Market Value of all of the Equity Securities were distributed under such Article Seven in complete liquidation of the Company.

(E)For purposes of subparagraph (D) above, the aggregate Fair Market Value of all of the Equity Securities of the Company shall be determined based upon the following:

(1)If the value is being determined in connection with a Sale, the aggregate Fair Market Value of all of the Equity Securities of the Company shall be equal to the Fair Market Value of the aggregate consideration payable to the selling Securityholders in such Sale in respect of the equity of the Company (including the Fair Market Value of any note that expressly is not subject to a set-off or similar right by the purchaser in respect of indemnification obligations or other contingent liabilities), reduced by expenses related to the Sale, plus the Fair Market Value of any Equity Securities retained by the selling Securityholders in such Sale, provided, that for purposes of determining the distribution of shares of Final Reclassification Stock, any escrow or like arrangement securing indemnification obligations or contingent liabilities that is part of the Sale consideration (including any note other than one that is expressly not subject to a set-off or similar right by the purchaser in respect of indemnification obligations or other contingent liabilities), as permitted by this Agreement, shall be deemed to have a value of zero and shall be taken into account only as contemplated by Section 4(d)(ii), and provided further, that for such purposes the Fair Market Value of any publicly traded stock to be paid as consideration shall be the Fair Market Value (as determined in the manner set forth in paragraph (A) of this Section 4(a)(iv)) of the publicly traded stock that would be payable to the selling Securityholders in accordance with the definitive agreement with respect to such Sale if the Sale were consummated on the same date on which such agreement enters into force, except that if the definitive agreement with respect to such Sale specifies an agreed dollar value for such publicly traded stock, the Fair Market

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Value of such stock shall be deemed to be the amount specified in such agreement.

(2)If the value is being determined in connection with a Qualified IPO and the managing underwriters or the Valuer have determined that the public market value of the Company will not be materially less than its private market value, the aggregate Fair Market Value of all of the Equity Securities of the Company shall be equal to the aggregate equity value of the Company implied by a price per public share equal to the average of the daily volume-weighted average prices per share for each of the 20 trading days preceding the 60^th day following the closing of the Qualified IPO (as reported by Bloomberg using the VWAP function, or if unavailable, by another authoritative source, or if no other authoritative source is available, based upon the average of the daily closing prices (instead of the daily volume-weighted average prices) for such 20 trading days, as reported by Bloomberg or another authoritative source).

(3)If the value is being determined under circumstances where neither subparagraph (1) nor subparagraph (2) above applies, the aggregate Fair Market Value of all of the Equity Securities of the Company shall be equal to the fair market value of all of the equity of the Company, determined using customary and current valuation concepts and techniques and other factors deemed relevant by Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) and Carlyle, or by the Valuer, as the case may be.

(b)Partnership Split-Up.  Notwithstanding anything herein to the contrary, at any time following the third anniversary of the date of this Agreement, Carlyle may cause the Company to initiate a Partnership Split-Up.  In the event of the consummation of a Partnership Split-Up, whether such Partnership Split-Up was initiated pursuant to Section 4(a)(iii), this Section 4(b) or otherwise, the parties shall effect a recapitalization in which the Series A Voting Preferred Stock and the Series B Voting Preferred Stock are retired, and the composition of the Board and the voting power of the Securityholders is adjusted (and the Charter appropriately amended) so as to reflect as closely as reasonably practicable the economic interests in the Company of the Series A Securityholders and Carlyle, (it being understood and agreed that the parties shall take such steps as may be necessary to permit the Series A Securityholders to elect one member of the Board for so long as the Final Reclassification shall not have occurred and the Series A Securityholders continue to hold at least 25% of the issued and outstanding Series C Non-Voting Preferred Stock, it being further understood and agreed that, for so long as Mr. Willner serves as the chief executive officer of the Company, if the Series B Securityholders are entitled to elect a majority of the members of the Board under this paragraph they shall cause Mr. Willner to be elected to serve on the Board, and it being further understood and agreed that this right shall not limit Carlyle’s authority to increase

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the size of the Board), and provided, further, that if no such recapitalization has been effected within 60 days of the consummation of the Partnership Split-Up, Carlyle shall have the right to purchase all outstanding shares of Series A Voting Preferred Stock from the holders thereof for a price equal to its par value per share.  Simultaneously with the execution of this Agreement, Mr. Knafel, the SRK Related Parties and Mr. Willner are delivering to Carlyle (and, at the time of any Transfer of Series A Voting Preferred Stock pursuant to Section 1(a), the Permitted Assignee will deliver to Carlyle) executed stock powers for such a Transfer.  Carlyle agrees not to attempt to make the purchase contemplated by such documentation except under the circumstances herein set forth.

(c)Control of Process.  Notwithstanding anything herein to the contrary:

(i)At any time following the earlier of (x) the third anniversary of the date of this Agreement and (y) the date on which a Partnership Split-Up is initiated other than by the Company, Carlyle shall control, and make all decisions regarding, the process of a Sale, Qualified IPO, Recap or Partnership Split-Up (including, but not limited to, with respect to a Partnership Split-Up, the separation of Partnership assets, the election of groups of Partnership assets, the timing, and the hiring of advisors, as appropriate, and with respect to a Sale, Qualified IPO or Recap, the selection of buyers, the timing and hiring of advisors, the pricing, the terms and conditions of the transaction, the sale of any assets in connection with a Sale, and the drafting of documentation (the “Principal Decisions”)).  The Principal Decisions shall be made in accordance with any applicable limitations contained in this Agreement (for example, the limitations on Other Eligible Sale Consideration set forth in the definition of such term).  To effectuate the forgoing, the parties shall cause there to be designated a committee of the Board, comprised of three Carlyle representatives and two representatives selected by a majority in interest of the Series A Securityholders, to make all such decisions and take all related actions required by the Board.

(ii)At any time when subparagraph (i) above does not apply, the Board shall control, and make all decisions regarding, the process of a Sale, Qualified IPO, Recap or Partnership Split-Up (including, but not limited to, the Principal Decisions).

(iii)In connection with decisions pursuant to this Section 4(c), Carlyle and the Board shall cooperate fully and in good faith, Carlyle shall consult with the Series A Securityholders in good faith and keep the Series A Securityholders informed of the status of the transaction, and Carlyle, the Board and the Series A Securityholders shall use their commercially reasonable efforts to ensure that the process is fair to such parties.  In addition, in connection with any Sale or Subsequent Sale as a result of which Carlyle, SRK, the SRK Related Parties and MSW continue to own Company Common Stock, the terms of such Sale or Subsequent Sale shall provide that each of Carlyle, SRK, the SRK Related Parties and MSW will have substantially equivalent rights with respect to the Transfer of all of the Equity Securities to be retained by them after consummation of such

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transaction (provided, that such rights shall not include the provision of drag-along rights to SRK, the SRK Related Parties and MSW).

(d)Final Reclassification.

(i)Generally.  Either (x) in connection with and immediately prior to effecting (A) a sale, merger, consolidation, reclassification or like transaction in which the aggregate amount of cash, Marketable Securities and Other Eligible Sale Consideration to be received by the holders of all Equity Securities, together with the amount of all distributions theretofore received in respect of Equity Securities, would be greater than 90% of the sum of (I) the aggregate Fair Market Value of all Equity Securities and (II) the aggregate amount of such distributions theretofore received (provided, that the aggregate amount of cash, Marketable Securities and Other Eligible Sale Consideration to be received by the holders of all Equity Securities pursuant to such sale, merger, consolidation, reclassification or like transaction shall be greater than 80% of the aggregate Fair Market Value of all Equity Securities), or (B) a Qualified IPO, or (y) if Carlyle and the holders of a majority of the Series F Common Stock (or proxies thereof) so require, the Company shall effect the Final Reclassification.  In such transaction there shall be distributed to each Securityholder, in exchange for such Securityholder’s Equity Securities, that number of shares of Final Reclassification Stock which bears the same relationship to the aggregate number of shares of Final Reclassification Stock as the Fair Market Value of such Equity Securities bears to the aggregate Fair Market Value of all of the Equity Securities, less the number of shares, if any, of Final Reclassification Stock previously distributed to such Securityholder in connection with an Initial Secondary Offering pursuant to Section 4(e).  Shares of Final Reclassification Stock received in respect of unvested Equity Securities shall remain subject to the same vesting terms to the extent vesting does not accelerate as a result of the applicable transaction by operation of the then applicable vesting terms, but such unvested Equity Securities shall be considered issued and outstanding for purposes of determining the number of shares of Final Reclassification Stock to be distributed to each Securityholder.  The Company may not effect the Final Reclassification except as provided in clauses (x) or (y) of this Section 4(d)(i).

(ii)Escrow or Similar Arrangement.  If a Final Reclassification occurs in connection with a Sale in which any portion of the aggregate consideration is paid into escrow, or any like arrangement securing indemnification obligations or contingent liabilities is put into place (including any purchaser note other than one that is expressly not subject to a set-off or similar right by the purchaser in respect of indemnification obligations or other contingent liabilities), in each case if and as permitted by this Agreement, the value of such escrow or arrangement (including any purchaser note other than one that is expressly not subject to a set-off or similar right by the purchaser in respect of indemnification obligations or other contingent liabilities) shall not be taken into account in determining the distribution of shares of Final Reclassification Stock by

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virtue of Section 4(a)(iv)(D)(1).  However, at such time or times as any cash or Marketable Securities shall be payable to the holders of Equity Securities in respect of such escrow or arrangement (including any purchaser note other than one that is expressly not subject to a set-off or similar right by the purchaser in respect of indemnification obligations or other contingent liabilities), such consideration shall be distributed among the Persons who were holders of Equity Securities at the time the closing of the Sale occurred in such amounts and proportions as shall cause each such holder to receive that portion of the additional consideration as would have been distributed to such holder in accordance with Section 7.1 of the Charter, as in effect immediately prior to the closing of the Sale before giving effect to the Final Reclassification (and, for avoidance of doubt, without giving effect to Section 7.3(c) of the Charter), assuming for purposes of the internal rate of return calculations contemplated thereby that such additional consideration is paid to such holders on the date that such proceeds are available for distribution to such holders and that consideration previously paid to such holders was paid to such holders on the date that such proceeds were actually received.  The Charter shall be amended if and as necessary to implement the foregoing.  Any interest or income earned in respect of such escrow or arrangement (including any purchaser note other than one that is expressly not subject to a set-off or similar right by the purchaser in respect of indemnification obligations or other contingent liabilities) shall be taken into account in the same manner as principal and distributed accordingly in the same proportions.

(iii)Qualified IPO.

(A)If a Final Reclassification occurs in connection with a Qualified IPO and the Board reasonably determines, in good faith, that a change of control under an indenture or credit agreement to which the Company or any of its Subsidiaries is a party or a transfer of control under the Partnership Agreement would reasonably be expected to have material adverse consequences for the Company, then the Company shall reclassify its Equity Securities immediately prior to the consummation of the Qualified IPO in order to create a class of super-voting common stock that will be held by the Series A Securityholders and the former holders of the Series B Voting Preferred Stock (the “Series B Securityholders”) (convertible into ordinary common stock on a one-for-one basis) and that will allow the Series A Securityholders to cast a majority of the votes of the Company’s Equity Securities at any meeting of the Company’s stockholders after the consummation of the Qualified IPO; provided that the Series A Securityholders shall agree to exercise such control in a manner so as to replicate as closely as possible the arrangements described in the Charter as in effect immediately prior to the Qualified IPO (including in particular the consent rights of the Series B Securityholders) and shall vote their shares so as to cause an appropriately-adjusted number of directors (consistent with majority control and independence requirements), which shall be at least one, nominated by a majority

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in interest of the Series B Securityholders to be elected to the Board; provided further that the Series A Securityholders may only convert such number of their super-voting common shares into ordinary common shares as would not result in a change of control or transfer of control that is the subject of the Board’s determination.  Notwithstanding the foregoing, if the Company’s Independent Directors determine that the circumstances that would have reasonably been expected to have material adverse consequences for the Company referred to in the preceding sentence in the event of such a change of control or transfer of control have ceased to exist, then the Series A Securityholders shall convert a sufficient number of the shares of super-voting common stock held by them into ordinary common stock to give the Series B Securityholders the ability to cast the majority of the votes of the Company’s Equity Securities at any meeting of the Company’s stockholders; provided that the Series B Securityholders shall vote their shares so as to cause an appropriately-adjusted number of directors (consistent with majority control and independence requirements), which shall be at least one, nominated by a majority in interest of the Series A Securityholders to be elected to the Board and to cause Mr. Willner to be elected to the Board so long as he serves as chief executive officer of the Company (it being understood and agreed that the foregoing obligations of the Series B Securityholders shall not limit the Series B Securityholders’ authority to cause the size of the Board to be increased); and provided further, that if the Series B Securityholders Transfer or have Transferred (other than to a Permitted Assignee) 50% or more of the Series D Non-Voting Preferred Stock (or Equity Securities into which such stock may be converted) held by them as of the date hereof, the Series B Securityholders shall convert all of the shares of the super-voting common stock held by them into ordinary common stock.

(B)If a Final Reclassification occurs in connection with a Qualified IPO, the Board has not made the determination described in the first sentence of paragraph (A) of this Section 4(d)(iii) and the managing underwriters have advised the Company that in their opinion the Company may create equity arrangements that will allow the Securityholders controlling the Company immediately prior to the consummation of the Qualified IPO to maintain such control after the consummation of the Qualified IPO without having an adverse effect on the consummation of the Qualified IPO or the price of the Company Common Stock to be sold therein, then the Company shall reclassify its Equity Securities immediately prior to the consummation of the Qualified IPO in order to create a class of super-voting common stock that will be held by the Series A Securityholders and the Series B Securityholders (convertible into ordinary common stock on a one-for-one basis) and will allow the Series B Securityholders to cast a majority of the votes of the Company’s Equity Securities at any meeting of the Company’s stockholders after the consummation of the Qualified IPO; provided that the Series B Securityholders shall vote their shares so as to cause an

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appropriately-adjusted number of directors (consistent with majority control and independence requirements), which shall be at least one, nominated by a majority in interest of the Series A Securityholders to be elected to the Board and to cause Mr. Willner to be elected to the Board so long as he serves as chief executive officer of the Company (it being understood and agreed that the foregoing obligations of the Series B Securityholders shall not limit the Series B Securityholders’ authority to cause the size of the Board to be increased); and provided further, that if the Series B Securityholders Transfer or have Transferred (other than to a Permitted Assignee) 50% or more of the Series D Non-Voting Preferred Stock (or Equity Securities into which such stock may be converted) held by them as of the date hereof, the Series B Securityholders shall convert a sufficient number of shares of the super-voting common stock held by them into ordinary common stock to give the Series A Securityholders the ability to cast the majority of the votes of the Company’s Equity Securities at any meeting of the Company’s stockholders; and provided further, that if the Series A Securityholders Transfer or have Transferred (other than to a Permitted Assignee) 50% or more of the Series C Non-Voting Preferred Stock (or Equity Securities into which such stock may be converted) held by them as of the date hereof, the Series A Securityholders shall convert all of the shares of the super-voting common stock held by them into ordinary common stock.

(C)If a Final Reclassification occurs in connection with a Qualified IPO, the Board has not made the determination described in the first sentence of paragraph (A) of this Section 4(d)(iii) and the managing underwriters have not advised the Company that in their opinion the Company may create equity arrangements that will allow the Securityholders controlling the Company immediately prior to the consummation of the Qualified IPO to maintain such control after the consummation of the Qualified IPO without having an adverse effect on the consummation of the Qualified IPO or the price of the Company Common Stock to be sold therein, then no such equity arrangements shall be put in place prior to the consummation of the Qualified IPO.

(iv)In connection with a Final Reclassification, any deferred shares of Non-Voting Preferred Stock will be adjusted so that the holder thereof receives Company Common Stock when the deferral period ends.

(v)Attached to this Agreement as Schedule 4(d) for illustrative purposes only are example calculations illustrating how the Final Reclassification is intended to operate under the various scenarios described therein.  Such Schedule 4(d) shall not amend or modify any provision of the text of Agreement, and the text of this Agreement shall control in the event of any inconsistency.

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(e)Qualified IPO Procedures.

(i)If a Qualified IPO is triggered pursuant to Section 4(a)(i) or Section 4(a)(ii), the Company shall consult with the managing underwriters to determine whether a secondary offering of Company Common Stock held by the Securityholders (an “Initial Secondary Offering”) may be conducted in connection with the sale of Company Common Stock by the Company in the Qualified IPO without having a material adverse effect on the consummation of the Qualified IPO or the price of the Company Common Stock to be sold in the Qualified IPO and, if such offering may be conducted, the estimated maximum size of such offering.  The Company shall instruct the managing underwriters that the Securityholders wish to maximize the number of shares that may be offered in an Initial Secondary Offering subject to the constraints set forth in the preceding sentence.  The Company shall promptly give written notice (the “Secondary Notice”) to the Securityholders if the managing underwriters advise that an Initial Secondary Offering may be conducted.

(ii)Promptly after delivery of the Secondary Notice, the Board shall make a good faith estimate of the minimum number of shares of Final Reclassification Stock that each holder of Equity Securities would receive in the Final Reclassification (a holder’s “Estimated Final Reclassification Amount”).  Any Securityholder entitled to participate as a selling Securityholder in the Qualified IPO pursuant to Section 5(a) shall have the right to request that the Company advance to it, to allow it so to participate, a number of shares of Company Common Stock not greater than 50% of such Securityholder’s Estimated Final Reclassification Amount, provided, that, if such registration is a Qualified IPO that has been triggered pursuant to a Liquidity Request by Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative), additional shares will be advanced to SRK and the SRK Related Parties to allow them to sell the maximum number of shares that they would be entitled to sell under the priority provisions of Section 5(c)(i), unless and to the extent that the Board determines in good faith that the advancement of additional shares would present a material risk of exceeding the maximum number of shares that they would receive in the Final Reclassification.

(iii)Immediately prior to the consummation of the Qualified IPO and the Initial Secondary Offering, the Company shall issue to each Securityholder participating in the Initial Secondary Offering the shares of Final Reclassification Stock to be sold by such Securityholder in such offering, provided, the Company shall issue to Holdco the shares of Final Reclassification Stock to be sold by such Securityholder on behalf of the Holdco Continuing Investors in accordance with their elections under Section 8.12 of the Holdco LLC Agreement.

(f)Voting and Securityholder Cooperation.  In connection with any transaction contemplated hereunder, including a Sale, a Subsequent Sale, a Qualified

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IPO, an Initial Secondary Offering, the Final Reclassification, a Qualifying Distribution Transaction and any amendment to the Charter:

(i)each Securityholder entitled to vote thereon will vote all of his or its Equity Securities in support of all steps, actions, amendments and other matters necessary or desirable to effectuate the subject transaction, and each Securityholder grants to the Company its irrevocable proxy, coupled with an interest, so to vote such Equity Securities;

(ii)each Securityholder shall take all other necessary or desirable actions within his or its control (whether in his or its capacity as a holder of Equity Securities, or through any of its representatives serving as a director, member of a Board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings) in support of all steps, actions, amendments and other matters necessary or desirable to effectuate the subject transaction, and each Securityholder grants to the Company its irrevocable power of attorney to execute all documents and take all steps so necessary or desirable; and

(iii)the Company shall take all necessary or desirable actions within its control (including, without limitation, calling special Board and stockholder meetings and exercising its authority under the above-referenced power of attorney), in support of all steps, actions, amendments and other matters necessary or desirable to effectuate the subject transaction.

Section 5.Piggyback Registration Rights.

(a)If the Company at any time proposes to register any shares of Company Common Stock under the Securities Act, whether or not for sale for its own account, (other than pursuant to a Special Registration) the Company shall notify the Securityholders at least 30 days prior to the filing of the first registration statement in connection therewith.  Upon the receipt of a written request of any Securityholder made within 20 days after such notice (which request shall specify the Registrable Securities intended to be disposed of by such Securityholder and the intended method of disposition thereof), the Company will, subject to the other provisions of this Section 5, include in such registration all Registrable Securities with respect to which the Company has received a written request for inclusion (a “Piggyback Registration”).  Each such request shall also contain an undertaking from the applicable Securityholder to provide all such information and material and to take all actions as may be reasonably required by the Company in order to permit the Company to comply with all applicable federal and state securities laws.

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(b)Each selling Securityholder shall pay all sales commissions or other similar selling charges with respect to Registrable Securities sold by such Securityholder pursuant to a Piggyback Registration.  The Company shall pay all registration and filing fees, fees and expenses of compliance with federal and state securities laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel and accountants for the Company, and reasonable fees and disbursements of one counsel for all selling Securityholders (who shall be selected by the Initiating Holders, if the Piggyback Registration is also a Demand Registration as provided in Section 6(a), and otherwise by a majority in interest of the Securityholders participating in such Piggyback Registration), unless the applicable state securities laws require that stockholders whose securities are being registered pay their pro rata share of such fees, expenses and disbursements, in which case each Securityholder participating in the registration shall pay its pro rata share of all such fees, expenses and disbursements based on its pro rata share of the total number of shares being registered.

(c)If a Piggyback Registration is an underwritten registration, only Registrable Securities which are to be distributed by the underwriters may be included in the registration.  If the managing underwriters or, if the Piggyback Registration is not an underwritten registration, the Company’s investment bankers, advise the Company that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering or will have a material adverse effect on the price of the Registrable Securities to be sold, the Company will include in such registration (i) if such registration is a Qualified IPO that has been triggered pursuant to a Liquidity Request by Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative), the securities proposed to be sold by the Company for its own account, then the Registrable Securities proposed to be sold by SRK and the SRK Related Parties until the amount of the proceeds expected to be received by SRK and the SRK Related Parties, together with the amount of the Prior Proceeds, equals two-thirds of the sum of (x) the parties’ best estimate of the Fair Market Value of the Equity Securities of SRK and the SRK Related Parties and (y) the amount of the Prior Proceeds (provided, that if all such securities cannot be included in the offering, then Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) shall designate which of SRK and the SRK Related Parties shall participate and in what proportions), and then the other Registrable Securities proposed to be sold by Securityholders (including SRK and the SRK Related Parties) making a Piggyback Registration request, (ii) if such registration is neither a registration of the type referred to in clause (i) nor a Demand Registration, the securities proposed to be sold by the Company for its own account, and then Registrable Securities proposed to be sold by Securityholders making a Piggyback Registration request or, (iii) if such registration is a Demand Registration, the securities proposed to be sold by the Initiating Holder, then Registrable Securities proposed to be sold by the Securityholders making a Piggyback Registration request, and then securities proposed to be sold by the Company for its own account, provided, that,

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subject to clause (i) above with respect to the priority of SRK and the SRK Related Parties, if an offering is of sufficient size to accommodate only a portion of the Registrable Securities proposed to be sold by the Securityholders with respect to which such Securityholders have made a Piggyback Registration request, such securities shall be included on a pro rata basis based on the ratio of the number of such securities such Securityholder has sought to register pursuant to such Piggyback Registration request to the total number of such securities that all Securityholders have sought to register pursuant to such Piggyback Registration request.  Notwithstanding the foregoing, but subject to Section 4(e) and clause (i) above, if the managing underwriters or, if the registration is not an underwritten registration, the Company’s investment bankers, advise the Company that in their opinion, the inclusion in a Piggyback Registration of any or all of the Equity Securities held by management of the Company will have a material adverse effect on the offering, the Company will not include such Securities in such registration.

(d)Notwithstanding the foregoing, if at any time after giving written notice to the Securityholders of its intention to register any shares of Company Common Stock pursuant to subsection (a) of this Section 5 and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine in accordance with the provisions of this Agreement not to register such securities, the Company may, at its election, give written notice of such determination to each Securityholder and thereupon shall be relieved of its obligation to register Registrable Securities as part of such terminated registration (but not from its obligation to pay expenses in connection therewith as provided in subsection (b) above).  If a registration pursuant to this Section 5 involves an underwritten public offering and a Securityholder requests to be included in such registration, such Securityholder may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to participate in such registration.

(e)Each Securityholder agrees not to sell or offer for public sale or distribution, including pursuant to Rule 144, any of such Securityholder’s Registrable Securities within 15 days prior to or 180 days after the effective date of any registration (except as part of such registration other than a Special Registration) with respect to which piggyback registration rights are available pursuant to this Section 5.

Section 6.Registration upon Request.

(a)Request for Registration.  Upon the written request of Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) on behalf of SRK and the SRK Related Parties or Carlyle (the “Initiating Holder”), made (i) in the case of a request made on behalf of SRK and the SRK Related Parties, at any time after 270 days have elapsed since the consummation of a Qualified IPO and (ii) in the case of a request made by Carlyle, at any time after the first

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anniversary of the consummation of a Qualified IPO, requesting in either case that the Company effect, pursuant to this Section 6, the registration (a “Demand Registration”) of any of such Initiating Holder’s Registrable Securities under the Securities Act (which request shall specify the Registrable Securities so requested to be registered, the proposed amounts thereof, and the intended method of disposition by the Initiating Holders), the Company shall promptly give written notice of such requested registration to all Securityholders pursuant to Section 5(a), and thereupon the Company will, as expeditiously as reasonably possible, use its commercially reasonable efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Initiating Holder for disposition in accordance with the intended method of disposition stated in such request, to the extent required to permit the disposition by the holders of the securities constituting Registrable Securities so to be registered, provided, that Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) acting on behalf of SRK and the SRK Related Parties, collectively, may make no more than two Demand Registration requests and Carlyle may make no more than four Demand Registration requests, and provided further, that if the Initiating Holder is not permitted to register (as a result of market conditions, underwriter cutbacks or otherwise) at least 50% of the number of Registrable Securities which such holder requested to register in any Demand Registration, then such Demand Registration request shall not be counted for purposes of determining whether such Initiating Holder has exhausted such holder’s right to make Demand Registration requests hereunder.

(b)Limitations on Registrations.  The registration rights granted to Initiating Holders pursuant to this Section 6 are subject to the following limitations:

(i)each selling Securityholder shall pay all sales commissions or other similar selling charges with respect to the Registrable Securities sold by such Securityholder pursuant to a Demand Registration.  The Company shall pay all registration and filing fees, fees and expenses of compliance with federal and state securities laws, printing expenses, messenger and delivery expenses, fees and disbursements of counsel and accountants for the Company and fees and expenses of one counsel, selected by the Initiating Holders, for all selling Securityholders in connection with a Demand Registration, unless the applicable state securities laws require that stockholders whose securities are being registered pay their pro rata share of such fees, expenses and disbursements, in which case each Securityholder participating in the registration shall pay its pro rata share of all such fees, expenses and disbursements based on its pro rata share of the total number of shares being registered;

(ii)the Initiating Holders shall determine the method of distribution of the securities to be registered in a Demand Registration and if an underwritten offering, shall select the managing underwriter of such offering;

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(iii)the Company shall be entitled to postpone for a reasonable time not exceeding 180 days the filing of any registration statement under this Section 6 if, at the time it receives a request for a Demand Registration pursuant thereto, the Board shall determine in good faith that such offering will interfere with a pending financing, merger, sale of assets, recapitalization or other similar corporation action which the Company is actively pursuing and is material to the business of the Company or if the Board otherwise determines that effecting a registration would have a material adverse effect on the Company, provided, that the Company may only postpone such registration under this sub-clause (iii) one time in any 360-day period; and

(iv)a registration statement that does not become effective or does not remain effective for the period specified in Section 7(b) shall be deemed not to constitute a registration statement filed pursuant to this Section 6, provided, that, if such registration statement does not become effective or does not remain effective for such period solely by reason of the Initiating Holder’s refusal to proceed, it shall be deemed to constitute a registration statement filed pursuant to Section 6 unless the Initiating Holder shall have elected to pay all expenses in connection with such registration as aforesaid.

(c)Additional Limitation.  Each Securityholder, if required by the managing underwriter in an underwritten offering, agrees not to sell or offer for public sale or distribution including, pursuant to Rule 144, any of such Securityholder’s shares of Company Common Stock within 15 days prior to or 180 days (or such lesser number of days as the managing underwriter may require of any such Securityholder) after the effective date of any Demand Registration (except as part of such registration).

(d)Limitation on Sales.  The Company agrees not to effect any sale or distribution of any of its Equity Securities or of any security convertible into or exchangeable or exercisable for any Equity Security (other than such sale or distribution of such securities in connection with any merger or consolidation by the Company or any subsidiary of the Company or the acquisition by the Company or a subsidiary of the Company of the capital stock or substantially all the assets of any other Person or in connection with an employee stock ownership or other benefit plan) during the 15 days prior to, and during the 180 day period (or such shorter period as the managing underwriter may require) which begins on, the effective date of a registration statement filed in connection with a Demand Registration (except as part of such registration).

Section 7.Registration Procedures.  If and whenever the Company is required to use its commercially reasonable efforts to effect the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company will promptly:

(a)prepare and file with the Securities and Exchange Commission (the “Commission”) a registration statement with respect to such securities and use its

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commercially reasonable efforts to cause such registration statement to become effective and to keep such registration statement effective until the final disposition of registered shares thereunder;

(b)prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement, but in no event for a period of more than six months after such registration statement becomes effective;

(c)at least five Business Days before filing with the Commission, furnish to counsel (if any) to the selling Securityholders in such registration copies of all documents proposed to be filed with the Commission in connection with such registration, which documents will be subject to the review of such counsel;

(d)furnish to each selling Securityholder such number of conformed copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits, except that the Company shall not be obligated to furnish any selling Securityholder with more than two copies of such exhibits), such number of copies of the prospectus comprised in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, and such other documents, as such selling Securityholder may reasonably request in order to facilitate the disposition of the securities owned by such selling Securityholder;

(e)use its commercially reasonable efforts to register or qualify all securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as each selling Securityholder shall request, and do any and all other acts and things which may be necessary or advisable to enable such selling Securityholder to consummate the disposition in such jurisdictions of the securities owned by such selling Securityholder, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, or to consent to general service of process in any such jurisdiction;

(f)in connection with an underwritten offering only, use its commercially reasonable efforts to furnish to each selling Securityholder copies of:

(i)an opinion of counsel for the Company, dated the effective date of the registration statement, and

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(ii)a “comfort” letter signed by the independent public accountants who have certified the Company’s financial statements included in the registration statement, each covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and, in the case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer’s counsel and in accountant’s letters delivered to the underwriters in underwritten public offerings of securities;

(g)notify each selling Securityholder of any securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such selling Securityholder prepare and furnish to such selling Securityholder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(h)otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to the selling Securityholders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months, but not more than 18 months, beginning with the first month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act;

(i)use its commercially reasonable efforts to list the Registrable Securities covered by such registration statement on any securities exchange (including NASDAQ), if such securities are not already so listed and if such listing is then permitted under the rules of such exchange, and to provide a transfer agent and registrar for such Registrable Securities not later than the effective date of such registration statement;

(j)provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(k)enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order

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to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares); and

(l)            in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order.

The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing in order to permit the Company to comply with all applicable federal and state securities laws.

The Company shall make available for inspection by any seller of Registrable Securities as to which any registration is being effected, any underwriter participating in any disposition pursuant to the related registration statement, and any attorney, accountant or other agent retained by any such seller or any such underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Company and its subsidiaries, if any, as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and shall cause the Company’s and its subsidiaries’ officers, directors and employees to supply all information and respond to all inquiries reasonably requested or made by any such Inspector in connection with such registration statement.

Each Securityholder hereby agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in Section 7(g), such holder will promptly discontinue such holder’s disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 7(g), and, if so directed by the Company, will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such holder’s possession of the prospectus covering such Registrable Securities current at the time of receipt of such notice.  In the event the Company shall give such notice, the period mentioned in Section 7(b) shall be extended by the number of days during the period from and including the date when each seller of any Registrable Securities covered by such registration statement shall have received such notice to but not including the date when each such seller receives copies of the supplemented or amended prospectus contemplated by Section 7(g).

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Section 8.               Indemnification.

(a)           The Company agrees to indemnify, to the extent permitted by law, each Securityholder participating in a registration pursuant to this Agreement, the officers and directors of such Securityholder and each Person that controls such Securityholder (within the meaning of the Securities Act) against any and all losses, claims, damages, liabilities and expenses, including all reasonable legal fees incurred therewith, arising out of, based upon or resulting from any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading in light of the circumstances then existing or any violation or alleged violation by the Company of any federal, state, foreign or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration, except insofar as it is judicially determined that the liability resulted from information furnished in writing to the Company by such Securityholder and stated by the Securityholder to be used therein or, in the case of an underwritten offering only, from such Securityholder’s failure to deliver a copy of the registration statement, prospectus or preliminary prospectus or any amendments thereof or supplements thereto.

(b)           Each Securityholder participating in a registration pursuant to this Agreement agrees to indemnify, to the extent permitted by law, the Company, its directors and officers and each Person that controls (within the meaning of the Securities Act) the Company against any and all losses, claims, damages, liabilities and expenses, including all reasonable legal fees incurred in connection therewith, arising out of, based upon or resulting from any untrue statement or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, but only to the extent that such untrue statement or (as to the matters set forth in such information or affidavit) omission is contained in any information or affidavit furnished to the Company in writing by such Securityholder and stated to be expressly for use therein and except insofar as the same result from the Company’s failure to deliver a copy of the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto, provided, that such Securityholder’s obligations hereunder shall be limited to an amount equal to the proceeds to such Securityholder of the Registrable Securities sold pursuant to such registration statement.

(c)           In connection with an underwritten offering, the Company and each Securityholder participating in the related registration will indemnify the underwriter(s),

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their officers and directors and each Person who controls such underwriter(s) (within the meaning of the Securities Act) to the same extent as provided in this Section 8.

(d)           Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subsections of this Section 8, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action, provided, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subsections of this Section 8, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice.  In any case in which any such action is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory (taking into account, among other factors, any potential exposure of the indemnified party to criminal liability) to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof unless, in the reasonable judgment of any such indemnified party, a conflict of interest may exist between such indemnified party and any indemnifying party or any other of such indemnified parties, in which case the indemnifying party shall be liable to such indemnified party for any reasonable legal or other expenses incurred in defending such action.  No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation.  Notwithstanding the foregoing, and without limiting any of the rights set forth above, in any event any party will have the right to retain, at its own expense, counsel with respect to the defense of a claim.

(e)           If for any reason the foregoing indemnity is unavailable, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative benefits (which relative benefits with respect to such offering shall be deemed to be in the same proportion as the respective net proceeds received from such offering by the Company and the Securityholders determined as set forth on the table on the cover page of the prospectus) received by the indemnifying party on the one hand and the indemnified party on the other or (ii) if the allocation provided by subdivision (i) above is not permitted by Applicable Law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only the relative benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative fault of the indemnifying party and the indemnified party (which relative fault

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shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Securityholders, the intent of the parties and their relative knowledge, access to information and opportunity to prevent or correct such statement or omission) as well as any other relevant equitable consideration.  Notwithstanding the foregoing, (A) no holder of Registrable Securities shall be required to contribute any amount in excess of the amount such holder would have been required to pay to an indemnified party if the indemnity under subsection (b) of this Section 8 was available and (B) no underwriter, if any, shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 12(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The obligation of any underwriters to contribute pursuant to this Section 8 shall be several in proportion to their respective underwriting commitments and not joint.

(f)            An indemnifying party shall make payments of all amounts required to be made pursuant to the foregoing provisions of this Section 8 to or for the account of the indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due and payable.

Section 9.               Management Bonus Pool.  For the Company’s 2005 fiscal year and for each subsequent fiscal year of the Company that begins while this Section 9 remains in effect, and subject to subsection (e) of this Section 9, the Company shall establish an annual incentive compensation pool equal to a maximum amount of $3.0 million (the “Bonus Pool”), which shall be determined and allocated as follows:

(a)           Management Representatives’ Allocations.  The Company shall allocate and award an aggregate cash bonus amount of $1.5 million (or, for the Company’s 2005 fiscal year, an amount equal to the number of days remaining in such fiscal year after the date on which the Closing occurs multiplied by $4,110) among certain managers and employees of the Company and its Subsidiaries in accordance with the recommendations of both Mr. Knafel and Mr. Willner (each, a “Management Representative”), which shall be prepared in consultation with the Compensation Committee.

(b)           Compensation Committee Allocations.  The Company shall allocate and award a further aggregate cash bonus amount equal to $1.5 million (or, for the Company’s 2005 fiscal year, an amount equal to the number of days remaining in such fiscal year after the date on which the Closing occurs multiplied by $4,110) among certain managers and employees of the Company and its Subsidiaries in accordance with

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the recommendations of the Management Representatives, which shall be subject to the approval of the Compensation Committee; provided that such amount shall be reduced (but not below zero) by $15,000 (the “Reducer Amount”) (or, for the Company’s 2005 fiscal year, an amount equal to the number of days remaining in such fiscal year after the date on which the Closing occurs multiplied by $41.09) for each one tenth of a percentage point, if any, that the Company’s actual “earnings before interest, taxes, depreciation and amortization” (“EBITDA”) for the applicable fiscal year is less than budgeted EBITDA (as approved by the Board) for such applicable fiscal year.  For purposes of this Section 9, actual EBITDA and budgeted EBITDA shall be “normalized” by adjusting them to eliminate the effect of one time items.  In the event of any such reduction (i) individual allocations shall be reduced pro rata, and (ii) the unpaid portion of the Bonus Pool shall not rollover to a subsequent fiscal year.

(c)           Certain Allocations; Payment.  Any awards that become payable pursuant to (i) Section 9(a) shall be paid no later than February 28 of the next calendar year with respect to which such bonus amounts were allocated and awarded and (ii) Section 9(b) shall be paid as soon as reasonably practicable following receipt by the Company of its financial statements for the applicable fiscal year (accompanied by an audit report of its accountants).  Subject to the terms of any applicable employment agreement, any individual selected to receive a bonus pursuant to Section 9(a) or Section 9(b) shall be entitled to receive such bonus only if such individual is employed on December 31 of the calendar year with respect to which such bonus amounts were allocated and awarded.

(d)           Management Representatives.  For purposes of this Section 9, if either Management Representative is no longer providing services to the Company or any Subsidiary thereof, any recommendation that is to be made by the Management Representatives under this Section 9 must be made by the Management Representative who is still providing services to the Company or any Subsidiary thereof, and if neither is providing services to the Company or any Subsidiary thereof, the Compensation Committee may make any such award or awards in its sole discretion.  Mr. Knafel shall be deemed to be providing services to the Company so long as he is serving as a director of the Company.

(e)           Partnership Split-Up.  Following the consummation of the Partnership Split-Up, the Bonus Pool will be administered in the same manner as provided above except that the amount of the Bonus Pool will be adjusted as follows:

(i)            The annual amount to be allocated and awarded by the Company under Section 9(a) for the period following the Partnership Split-Up shall be equal to the sum of (A)  $500,000 plus (B)  the product of (1) $1,000,000 times (2) a fraction, the denominator of which is consolidated revenues of the Company and its Subsidiaries for the four fiscal quarters most recently ended at the closing of the Partnership Split-Up and the numerator of which is the portion of such consolidated revenues of the Company and

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its Subsidiaries for the four fiscal quarters most recently ended at the closing of the Partnership Split-Up that is attributable to the portion of the business being retained by the Company in the Partnership Split-Up (such amount, the “Annual Post Split Amount”).

(ii)           The annual amount to be allocated and awarded by the Company under Section 9(b) shall be equal to the Annual Post Split Amount, with the Reducer Amount being 1/100^th of the Annual Post Split Amount rather than $15,000.

(iii)          For purposes of determining the bonus pool for the year in which the closing of the Partnership Split-Up occurs:

(A)          The amount to be allocated and awarded by the Company under Section 9(a) for such year shall be equal to (1) the sum of (x) the product of $1,500,000 times the number of days that elapse in such year prior to and including the closing of the Partnership Split-Up plus (y) the product of the Annual Post Split Amount times the number of days that elapse in such year after the closing of the Partnership Split-Up closes, divided by (2) 365 (such amount, the “Prorated Split Amount”);

(B)           The amount to be allocated and awarded by the Company under Section 9(b) shall be equal to the Prorated Split Amount, with the reducer Amount being 1/100^th of the Prorated Split Amount.

(iv)          After the Partnership Split-Up closes, in connection with any acquisition or disposition that would have a material effect on the consolidated revenues of the Company and its Subsidiaries, Carlyle, Mr. Knafel and Mr. Willner shall discuss in good faith appropriate adjustments to the Bonus Pool.

(f)            Ordinary Course Bonuses.  For the avoidance of doubt, it is not intended that the Bonus Pool established pursuant to this Section 9 will replace or be in lieu of the bonuses that the Company awards under its ordinary course compensation policies as determined by its Compensation Committee.

Section 10.             Certain Rights and Obligations.

(a)           Certain Voting Rights; Venture Capital Investment.  The Company acknowledges that Carlyle has the right to elect directors to serve on the Board by virtue of the ownership of the Series B Voting Preferred Stock.  The Carlyle entities agree that they shall exercise their voting rights with respect to the Series B Voting Preferred Stock in order to cause each of CP III and CP IV to have the right to designate at least one director to serve on the Board for so long as Carlyle has the right to elect directors.  In addition, the Company hereby agrees that it shall (i) provide each of CP III and CP IV with the opportunity to designate a Person to serve as its observer on the Board, which

34

Person shall have the authority to attend any meeting of the Board and shall receive notice of all meetings of the Board as though such Person were a member of the Board, (ii) furnish each of CP III and CP IV with such financial and operating data and other information with respect to the business and properties of the Company as the Company prepares and compiles for its directors in the ordinary course and as CP III or CP IV may from time to time reasonably request and (iii) shall permit each of CP III and CP IV to discuss the affairs, finances and accounts of the Company with, and to make proposals and furnish advice with respect thereto to, the principal officers of the Company.  The rights set forth in this Section 10(a) are intended to satisfy the requirement of contractual management rights for the purpose of qualifying each of CP III and CP IV as a “venture capital operating company” under the Department of Labor’s “plan assets” regulations.

(b)           Restrictions on Rights in Certain Business Ventures.  None of the Company, the Company Subsidiaries or any of the Company’s stockholders shall have any rights in any business venture, investment, or activities of any other stockholder of the Company by reason of such other stockholder’s investment in, or contractual relationship with, the Company.

(c)           Independent Directors.  If at any time that any Voting Preferred Stock is issued and outstanding, an Independent Director elected by the Series A Voting Preferred Stock or the Series B Voting Preferred Stock ceases to satisfy the independence requirements sets forth in the definition of “Independent Director” in the Charter, the holders of the applicable series of Voting Preferred Stock shall remove such director.

Section 11.             Proxies.

(a)           The following proxies and powers are given in connection with the entry into this Agreement:

(i)            Upon Mr. Knafel’s death or incapacity such that he is unable to act, Mr. Knafel hereby appoints Mr. Willner as Mr. Knafel’s true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of the Equity Securities owned by Mr. Knafel (in the event of Mr. Knafel’s death, at the time of his death).

(ii)           Upon Mr. Willner’s death or incapacity such that he is unable to act, Mr. Willner hereby appoints Mr. Knafel as Mr. Willner’s true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of the Equity Securities owned by Mr. Willner (in the event of Mr. Willner’s death, at the time of his death).

(iii)          Upon the death or incapacity such that they are unable to act of both Mr. Knafel and Mr. Willner, Mr. Knafel, Mr. Willner and their

35

applicable Permitted Assignees hereby appoint Carlyle as their true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of the Governance Preferred Stock owned by Mr. Knafel, Mr. Willner and their Permitted Assignees (in the event of either of Mr. Knafel’s or Mr. Willner’s death, at the time of their death).

(iv)          SRK (excluding Mr. Knafel) and each direct and indirect Permitted Assignee of SRK hereby appoints Mr. Knafel and, upon Mr. Knafel’s death or incapacity such that he is unable to act, Mr. Willner, as such Securityholder’s true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of the Equity Securities beneficially owned by such Securityholder and to exercise all of the rights given to such Securityholder hereunder, provided, that such appointment shall not apply to a Permitted Assignee of Mr. Knafel or ICI Communications, Inc. in connection with a Transfer of Series C Non-Voting Preferred Stock or Non-Voting Common Stock if Mr. Knafel notifies the Company and Carlyle in good faith that such appointment would materially jeopardize the tax and estate planning purposes of such Transfer.

(v)           Each direct and indirect Permitted Assignee of Mr. Willner hereby appoints Mr. Willner and, upon Mr. Willner’s death or incapacity such that he is unable to act, Mr. Knafel, as such Securityholder’s true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of the Equity Securities beneficially owned by such Securityholder and to exercise all of the rights given to such Securityholder hereunder, provided, that such appointment shall not apply to a Permitted Assignee in connection with a Transfer of Series C Non-Voting Preferred Stock or Non-Voting Common Stock if Mr. Willner notifies the Company and Carlyle in good faith that such appointment would materially jeopardize the tax and estate planning purposes of the Transfer.

(vi)          Each Permitted Assignee of any Carlyle entity that is not an Affiliate of TC Group, L.L.C. hereby appoints TC Group, L.L.C. as its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of the Equity Securities owned by such Permitted Assignee and to exercise all of the rights given to such Securityholder hereunder.

(vii)         Each Securityholder that is the beneficial owner of shares of Non-Voting Common Stock hereby appoints Mr. Knafel, and upon Mr. Knafel’s death or incapacity such that he is unable to act, Mr. Willner, as such Securityholder’s true and lawful proxy and attorney-in-fact, with full power of substitution, to vote all of the shares of Non-Voting Common Stock beneficially owned by such Securityholder; provided that

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such proxy and power of attorney shall not be used in a manner that materially and adversely affects the rights or privileges of a particular Securityholder with respect to Equity Securities of a specific class or series unless such action similarly affects the rights or privileges of all other Securityholders with respect to such specific class or series of Equity Securities, unless the particular Securityholder consents to such action.

(b)           The proxies and powers given pursuant to Section 11(a) are irrevocable and binding upon the Securityholders appointing such proxies and attorneys-in-fact and the successors, assigns, representatives, estates (and their executors), heirs and legatees thereof until (whether before or after the third anniversary of the date hereof) (i) such time as this Agreement is terminated pursuant to the first sentence of Section 12(d)(i) or (ii) with respect to any holder of Equity Securities, at such time as such holder is not a party to this Agreement and is not required to be a party hereto in accordance with the terms hereof.

Section 12.             Miscellaneous.

(a)           Severability.  If any provision of this Agreement is invalid, inoperative or unenforceable for any reason, such circumstance shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatsoever.  The invalidity of any one or more phrases, sentences, clauses, Sections or subsections of this Agreement shall not affect the remaining portions of this Agreement.

(b)           Information.

(i)            Each of the Securityholders agrees that, from the date hereof and for so long as it shall own any Equity Securities, it will furnish the Company such necessary information and reasonable assistance as the Company may reasonably request (x) in connection with the consummation of the transactions contemplated by this Agreement, (y) in connection with the preparation and filing of any reports, filings, applications, consents or authorizations with any Governmental Entity under any Applicable Law and (z) in order for the Company to determine, from time to time, whether it is a “personal holding company” within the meaning of Section 542 of the Code.  Each Securityholder proposing to make a Transfer pursuant to Section 1 shall provide the Company with any information reasonably requested in order for the Company to determine whether the proposed Transfer would be a Prohibited Transfer.

(ii)           Within 90 days of the end of each fiscal year, the Company shall mail to each Securityholder a report setting forth a balance sheet as at the end of such fiscal year and statements of income, common stockholders’ equity and cash flows for such fiscal

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year of the Company and its Subsidiaries on a consolidated basis, audited by a nationally recognized accounting firm, and any other information the Company deems necessary or desirable.  Within 45 days after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, the Company will furnish to each Securityholder a report setting forth a consolidated unaudited balance sheet of the Company, as of the end of each such quarterly period, and consolidated statements of income for such period and for the current fiscal year to date.  The Company shall provide the requisite number of copies of the reports to Holdco to enable Holdco to furnish the reports to each of the Holdco Continuing Investors.

(iii)          The Company will at reasonable times and upon reasonable notice give Carlyle and any advisor of Carlyle reasonable access to the books, records and properties of the Company, including access to all monthly management reports and will permit such holders and/or advisors to discuss the Company’s affairs with the executive officers and other members of the management of the Company.

(c)           Notices.  All notices and other communications made in connection with this Agreement shall be in writing.  Any notice or other communication in connection herewith shall be deemed duly given to any party (a) two Business Days after it is sent by express, registered or certified mail, return receipt requested, postage prepaid or (b) one Business Day after it is sent by overnight courier guaranteeing next day delivery, in each case, addressed as follows or, to such other address as may be specified in writing to the other parties hereto:

(A)          if to the Company:

Insight Communications Company, Inc.
810 7th Avenue, 41st Floor

New York, New York  10019
Facsimile:  (917) 286-2301
Attention:  Elliot Brecher

with a copy to:

Dow, Lohnes & Albertson, PLLC
1200 New Hampshire Ave., NW
Washington, DC 20036-6802
Facsimile:  (202) 776-2222
Attention:  Leonard J. Baxt

 J. Kevin Mills

and

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Debevoise & Plimpton LLP
919 Third Avenue
New York, New York  10022
Facsimile:  (212) 909-6836
Attention: Jeffrey J. Rosen
                 Andrew L. Bab

(B)           if to Carlyle:

c/o The Carlyle Group
1001 Pennsylvania Avenue, N.W.

Suite 220 South

Washington, D.C.  20004-2505
Facsimile:  (202) 347-1692
Attention:  William E. Kennard

with a copy to:

Debevoise & Plimpton LLP
919 Third Avenue
New York, New York  10022
Facsimile:  (212) 909-6836
Attention: Jeffrey J. Rosen
                 Andrew L. Bab

(C)           if to any other Securityholder, to the name and address set forth opposite such Securityholder’s signature on the signature pages hereto;

(D)          if to any Person who becomes a party to this Agreement after the date hereof, to the name and address specified for such Person in Schedule A hereto.

Any party may give any notice or other communication in connection herewith using any other means (including, but not limited to, personal delivery, messenger service, facsimile, telex or ordinary mail), but no such notice or other communication shall be deemed to have been duly given unless and until it is actually received by the individual for whom it is intended.

(d)           Termination.

(i)            This Agreement shall terminate at such time as Carlyle and Mr. Knafel (or upon Mr. Knafel’s death or incapacity such that he is unable to act, Mr. Willner, or upon Mr. Willner’s death or incapacity such

39

that he is unable to act, Mr. Knafel’s Representative) so decide.  This Agreement shall terminate with respect to any particular Securityholder at such time as such Securityholder no longer holds any Equity Securities.  No termination pursuant to this Section 12(d)(i) shall deprive any Securityholder of any right or relieve any Securityholder of any obligation accruing prior to such termination.

(ii)           Sections 9 and 12(b)(ii) of this Agreement shall terminate immediately upon the consummation of a Qualified IPO or Sale.  Sections 2, 3 and 4 of this Agreement shall terminate after the consummation of a Qualified IPO at such time as 80% or more of the issued and outstanding Company Common Stock is held by Persons not party to this Agreement.

(e)           Legends.  Each certificate representing Equity Securities shall be endorsed with the following legend and any other legends required by applicable securities laws:

THE SHARES OF [COMMON STOCK] [PREFERRED STOCK] REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT.  THE [COMMON STOCK] [PREFERRED STOCK] MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (I) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT, (II) IN COMPLIANCE WITH RULE 144 OR (III) OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT.  THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SECURITYHOLDERS AGREEMENT, DATED AS OF DECEMBER 16, 2005, AMONG INSIGHT COMMUNICATIONS COMPANY, INC. (THE “COMPANY”), AND THE OTHER PARTIES THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

(f)            Headings.  The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

(g)           Entire Agreement.  This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

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

(i)            Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and performed within such State, except to the extent the laws of the State of Delaware mandatorily apply.

(j)            Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.

(k)           Remedy.  Each of the Securityholders acknowledges that a breach by a Securityholder of any of its obligations under this Agreement would result in irreparable damage to non-breaching Securityholders and agrees that, in the event of a breach by a Securityholder of any such obligation, each non-breaching Securityholder shall, in addition to any other rights and remedies available to it in respect of such breach, be entitled to an injunction from a court of competent jurisdiction (without any requirement to post bond) granting it specific performance of any obligations under this Agreement by such Securityholder who has breached any such obligations.

(l)            Assignment.  This Agreement shall not be assignable by any party without the prior written consent of the other parties.

(m)          Third Party Beneficiaries.  Nothing in this Agreement shall confer any rights upon any Person other than the parties hereto and each such person’s respective heirs, successors and permitted assigns, all of whom shall be third party beneficiaries of this Agreement, provided, that the Persons indemnified under Section 8 that are not signatories to this Agreement are intended third-party beneficiaries of Section 8.

(n)           Amendment; Waivers, Etc.  This Agreement may be amended, and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of (i) prior to Final Reclassification, Carlyle and Mr. Knafel (or upon Mr. Knafel’s death or incapacity such that he is unable to act, Mr. Willner, or upon Mr. Willner’s death or incapacity such that he is unable to act, Mr. Knafel’s Representative) (provided, that the provisions of Section 2 with respect to the Tag-Along Right of the holders of Series C Non-Voting Preferred Stock, the holders of Series D Non-Voting Preferred Stock and the Eligible Series E Stockholders may not be amended without the written consent, as applicable, of the holders of a majority in interest of the Series C Non-Voting Preferred Stock, the Series D Non-Voting Preferred Stock or the Series E Common Stock) and (ii) after Final Reclassification, Carlyle and Mr. Knafel (or upon Mr. Knafel’s death or incapacity such

41

that he is unable to act, Mr. Willner, or upon Mr. Willner’s death or incapacity such that he is unable to act, Mr. Knafel’s Representative).  No provision of this Agreement may be waived, discharged or terminated other than by an instrument in writing signed by the Securityholder against whom the enforcement of such waiver, discharge or termination is sought, provided, that (i) prior to the Final Reclassification, Mr. Knafel (or upon Mr. Knafel’s death or incapacity such that he is unable to act, Mr. Willner, or upon Mr. Willner’s death or incapacity such that he is unable to act, Mr. Knafel’s Representative) may, on behalf of the other holders of Series C Non-Voting Preferred Stock, Series E Common Stock or Series F Common Stock, and Carlyle may, on behalf of the other holders of Series D Non-Voting Preferred Stock, waive any provision of this Agreement applicable to any or all of such other holders of such series, as applicable, without regard to whether any other such holder has executed such an instrument, and such waiver shall be effective as against any or all such other holders (provided, that the Tag-Along Right of the holders of Series C Non-Voting Preferred Stock, the holders of Series D Non-Voting Preferred Stock and the Eligible Series E Stockholders pursuant to Section 2 may not be waived without the written consent, as applicable, of the holders of a majority in interest of the Series C Non-Voting Preferred Stock, the Series D Non-Voting Preferred Stock or the Series E Common Stock) and (ii) after Final Reclassification, Carlyle and Mr. Knafel (or upon Mr. Knafel’s death or incapacity such that he is unable to act, Mr. Willner, or upon Mr. Willner’s death or incapacity such that he is unable to act, Mr. Knafel’s Representative), may, on behalf of the other holders of Company Common Stock, waive any provision of this Agreement applicable to any or all of such other holders of such stock without regard to whether any other such holder has executed such an instrument, and such waiver shall be effective as against any or all such other holders.  For the avoidance of doubt, the addition of a new party to this Agreement (by joinder or otherwise) shall not by itself constitute an amendment, modification, discharge or waiver of this Agreement.  Notwithstanding the foregoing, no amendment to this Agreement and no waiver of any provision hereof may be adopted that would alter, in a material and adverse manner, the rights or privileges of a particular Securityholder with respect to Equity Securities of a specific class or series unless such amendment or waiver similarly alters the same rights and privileges of all other Securityholders with respect to such specific class or series of Equity Securities, unless the particular Securityholder consents to such amendment or waiver.

(o)           Consent to Jurisdiction.  Each party irrevocably submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby (and agrees not to commence any such suit, action or other proceeding except in such courts).  Each party further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth or referred to in Section 12(c) shall be effective service of process for any such suit, action or other proceeding.  Each party irrevocably and unconditionally

42

waives any objection to the laying of venue of any such suit, action or other proceeding in (i) the Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District of New York, and that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

(p)           Waiver of Jury Trial.  Each party hereby waives, to the fullest extent permitted by Applicable Law, any right it may have to a trial by jury in respect of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby.  Each party (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (ii) acknowledges that it and the other parties have been induced to enter into the Agreement by, among other things, the mutual waivers and certifications in this Section 12(p).

(q)           Subsequent Securityholders.  Each of the parties hereto agrees that in order for any Person who after the date of this Agreement acquires Equity Securities or securities exercisable for or convertible into Equity Securities (or any interest therein) to become a party to this Agreement, both the Company and such Person must execute Schedule A hereto and duly executed copies thereof must be delivered to the other Securityholders in accordance with Section 12(c).  The Company shall maintain a register of all parties to this Agreement which shall be available for review by any party hereto.  Any Transfer of Equity Securities (or any interest therein) to a Transferee required hereby to become a party to this Agreement shall be of no effect and shall be void ab initio unless such Transferee becomes a party to this Agreement as provided in the first sentence of this Section 12(q).

(r)            Certain Definitions.

“Accepting Securityholder” has the meaning given in Section 2.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with such first Person.

“Agreement” has the meaning given in the Preamble.

“Applicable Law” means all applicable provisions of (i) constitutions, treaties, statutes, laws (including the common law), rules, regulations, ordinances, codes or orders of any Governmental Entity, (ii) any consents or approvals of any Governmental Entity and (iii) any orders, decisions, injunctions, judgments, awards, decrees of or agreements with any Governmental Entity.

“Bloomberg” means Bloomberg Financial L.P.

“Board” means the Board of Directors of the Company.

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“Bonus Pool” has the meaning given in Section 9.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required to close.

“Carlyle” has the meaning given in the Preamble.

“Carlyle IRR” means, as of any date, the internal rate of return, determined on the basis of annual compounding, realized or to be realized by Carlyle as of such date on the Equity Securities then owned by Carlyle.  The Carlyle IRR shall be determined in respect of any Sale as if Carlyle liquidated its remaining Equity Securities at the estimated closing date for such Sale for the Fair Market Value of the aggregate consideration to be received by Carlyle in such Sale (including the Fair Market Value of any Equity Securities to be retained by Carlyle and the Fair Market Value as of the estimated closing date of any escrow or like arrangement securing indemnification obligations or contingent liabilities that is part of the Sale consideration (including any note other than one that is expressly not subject to a set-off or similar right in respect of indemnification obligations or other contingent liabilities), as permitted by this Agreement).  In determining the Carlyle IRR in respect of a Sale, there shall be taken into account the portion of each distribution theretofore made by the Company in respect of its Equity Securities that was received by Carlyle in respect of the Equity Securities held by Carlyle at such closing date (including distributions received by Carlyle in respect of Equity Securities that were converted into or exchanged for such Equity Securities held at such closing date).  For the avoidance of doubt, no distributions or portions of distributions received by Carlyle in respect of Equity Securities not held by Carlyle at such closing date, no reimbursements or other payments, and no proceeds received by Carlyle from the sale of Equity Securities prior to such Sale shall be taken into account.

“Charter” means the Amended and Restated Certificate of Incorporation of the Company as on file with the Secretary of State of Delaware, as such certificate of incorporation may be amended from time to time.

“Class D Preferred Stock” has the meaning given in the Exchange Agreement.

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

“Commission” has the meaning given in Section 7(a).

“Company” has the meaning given in the Preamble.

“Company Common Stock” means (i) shares of Final Reclassification Stock, (ii) shares of any other class of common stock of the Company issued in connection with, or outstanding at any time subsequent to, a Qualified IPO, and (iii) any securities issued with respect to any such common stock (a) by way of a dividend or stock split or (b) in

44

connection with a combination of shares, recapitalization, combination, merger, consolidation or other reorganization.

“Company Liquidity Event” has the meaning given in Section 4(a)(ii).

“Company Subsidiaries” means the Subsidiaries of the Company.

“Compensation Committee” means the compensation committee of the Board.

“Control” means the power to direct the affairs of a Person by reason of ownership of voting securities, by contract or otherwise.

“Demand Registration” has the meaning given in Section 6(a).

“Designated Purchaser” has the meaning given in Section 2.

“Draft Sale Agreement” has the meaning given in Section 3.

“Drag-Along Notice” has the meaning given in Section 3.

“Drag-Along Offer” has the meaning given in Section 3.

“Drag-Along Sale” has the meaning given in Section 3.

“Drag-Along Securities” has the meaning given in Section 3.

“EBITDA” has the meaning given in Section 9(b).

“Effective Time” has the meaning assigned to such term in the Merger Agreement.

“Eligible Series E Common Stock” means, as of any date of determination, all shares of Series E Common Stock that are vested and have a remaining unsatisfied Participation Level less than the Offer Price.

“Employee” means any employee of the Company or any of its Subsidiaries.

“Equity Securities” means any equity securities of the Company, including any shares of Non-Voting Common Stock, Preferred Stock or Company Common Stock, and any options, warrants or other rights to acquire such equity securities or debt or equity securities convertible into, or exchangeable for, such equity securities and any securities into which any of the foregoing are converted or for which any of the foregoing are exchanged.

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“Estimated Final Reclassification Amount” has the meaning given in Section 4(e)(ii).

“Exchange Act” means the Securities and Exchange Act of 1934, as amended.

“Exchange Agreement” has the meaning given in the Merger Agreement.

“Fair Market Value” has the meaning given in Section 4(a)(iv).

“Family Group” means, with respect to any natural person, (a) such person’s spouse (including pursuant to any divorce decree and, in the case of Mr. Willner, his former spouse), (b) any lineal ancestor or descendant of such person, (c) any trust or trusts in which any of the foregoing, individually or collectively, has, directly or indirectly, at least 81% of the beneficial interest, and (d) the estate of such person (and his executor(s) or administrator(s)) and the heirs and legatees thereof.

“Final Reclassification” means a reclassification of the Company in which all Equity Securities are reclassified into shares of Final Reclassification Stock in connection with a pending transaction pursuant to Section 4(d) hereof, subject to the provisions of such Section 4(d) relating to Governance Preferred Stock.

“Final Reclassification Stock” means the single class of voting common stock issued in exchange for Equity Securities in a Final Reclassification pursuant to Section 4(d) hereof.

“Governance Preferred Stock” means the Series A Voting Preferred Stock and the Series B Voting Preferred Stock.

“Governmental Entity” means any federal, state, local or foreign court, legislative, executive or regulatory authority or agency.

“Holdco Continuing Investors” means each of the Series C Members under the Holdco LLC Agreement, individually or collectively as the context requires.

“Holdco LLC Agreement” means the Operating Agreement of Continuing Investor Holding Company, LLC, dated as of December 16, 2005, as such agreement may be amended from time to time.

“Independent Director” has the meaning given to it in the Charter as in effect on the date hereof.

“Initial Secondary Offering” has the meaning given in Section 4(e)(i).

“Initiating Holder” has the meaning given in Section 6(a).

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“Insight Midwest” means Insight Midwest, L.P., a Delaware limited partnership.

“Inspectors” has the meaning given in Section 7.

“IPO” means the initial offering by the Company of Company Common Stock to the public pursuant to an effective registration statement under the Securities Act of 1933, as then in effect, or any comparable statement under any similar federal statute then in force.

“IRR Condition” has the meaning given in Section 4(a)(ii)(A).

“Liquidity Request” has the meaning given in Section 4(a)(ii).

“Management Representative” has the meaning given in Section 9(a).

“Marketable Securities” means any equity securities (i) of a class which are traded on a United States national securities exchange or the NMS, and (ii) subject to the immediately succeeding sentence, which the holder (or in the case of a proposed distribution hereunder, the proposed distributees) (x) may sell to the general public pursuant to a then effective registration statement under the Securities Act, (y) has a right to cause the issuer to register under the Securities Act that is substantially equivalent, taking into account the amount of such securities held, to Carlyle’s right to cause such registration, or (z) may sell to the general public under Rule 144 (subject only to volume limitations), in each case without the necessity of any federal, state or local government consent, approval or filing (other than any notice filings of the type required pursuant to Section 16 or Rule 144(h) under the Securities Act) and without violation of federal or state securities laws.  It is understood and agreed that (A) if Carlyle has a right to sell to the general public pursuant to a then effective registration statement under clause (ii)(x) above, then all of the holders or distributees shall have substantially equivalent rights to sell, (B) if Carlyle has any “demand registration rights,” then Mr. Knafel (or in the event of Mr. Knafel’s death or incapacity such that he is unable to act Mr. Knafel’s Representative) (acting on behalf of SRK and the SRK Related Parties) and Mr. Willner (or in the event of Mr. Willner’s death or incapacity such that he is unable to act Mr. Willner’s Representative) shall collectively have at least half as many such rights as Carlyle has (rounded down, but in any event at least one “demand registration right”), which rights shall have substantially equivalent terms, (C) if Carlyle has any “piggyback registration rights,” then all holders or distributees shall have substantially equivalent such rights, except that Carlyle and other holders or distributees that are “affiliates” under Rule 144 shall have cutback priority over any holders or distributees that are not “affiliates” under Rule 144 and (D) if clauses (B) and (C) above are satisfied, then clause (ii) above shall also be deemed to be satisfied.

“Merger Agreement” has the meaning given in the Recitals.

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“Mr. Knafel” means Sidney R. Knafel.

“Mr. Knafel’s Representative” means Mr. Knafel’s personal representative or the executor or administrator of his estate.

“Mr. Willner” means Michael S. Willner.

“Mr. Willner’s Representative” means Mr. Willner’s personal representative or the executor or administrator of his estate.

“MSW” means Michael S. Willner and his Permitted Assignees.

“NMS” means the National Market System of the National Association of Securities Dealers, Inc.

“Non-Recourse Loans” has the meaning given in Section 4(a)(ii)(D).

“Non-Voting Common Stock” means the Series E Common Stock and the Series F Common Stock.

“Non-Voting Preferred Stock” means the Series C Non-Voting Preferred Stock and the Series D Non-Voting Preferred Stock.

“Notice of Offer” has the meaning given in Section 2.

“Offer Price” has the meaning given in Section 2.

“Offer Terms” has the meaning given in Section 2.

“Other Eligible Sale Consideration” means either of the following: (i) any escrow or like arrangement (including a note payable to the Securityholders that is not covered by clause (ii) below) securing indemnification obligations or contingent liabilities, provided that such escrow or arrangement shall not constitute more than five percent of the aggregate consideration in any Sale, Subsequent Sale, Drag-Along Sale or other transaction, provided, further, that if Carlyle desires to cause the parties hereto to agree to such an escrow or arrangement that would constitute more than five percent but not more than ten percent of such aggregate consideration, Carlyle may do so with the consent of Mr. Knafel and Mr. Willner after consulting with them in good faith, in which event Mr. Knafel and Mr. Willner will not withhold their consent to such request unless they reasonably determine that such increased escrow amount is not necessary or appropriate to maximize the value of the proposed transaction to the selling Securityholders or (ii) any note payable to the Securityholders by the purchaser or its affiliates after the consummation of the transaction that expressly is not subject to a set-off or similar right by the purchaser in respect of indemnification obligations or other contingent liabilities.

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“Parent” has the meaning given in the Recitals.

“Participation Level” has the meaning given in Section 4.1(e) of the Charter.

“Partnership” means Insight Midwest.

“Partnership Agreement” means the Amended and Restated Limited Partnership Agreement of the Partnership, dated as of January 5, 2001, as amended from time to time.

“Partnership Split-Up” has the meaning given in Section 4(a)(iii).

“Permitted Assignee” means, (a) with respect to any Person, any other Person directly or indirectly Controlling, Controlled by or under common Control with such first Person and which Persons have a relationship of economic interest parallel to their Control relationship, in each case solely by virtue of having the power to direct the affairs of and to benefit from the economic value of the Person by reason of ownership, directly or indirectly, of at least 81% of the issued and outstanding voting securities or other voting equity interests (including general partnership interests and limited liability company membership interests) of such Person and at least 81% of the economic interest in such Person and which has agreed to be bound by this Agreement; (b) with respect to any Securityholder that is a natural person, any other member of the Family Group of such Securityholder which has agreed to be bound by this Agreement; (c) with respect to any Securityholder that is a trust, any beneficiary of such trust that is a member of the Family Group of the settlor of such trust and which has agreed to be bound by this Agreement or any new or reconstituted trust the settlor of which is the same as the settlor of the Transferring trust (or the executor, administrator or personal representative of such settlor acting in such settlor’s name) and the beneficiaries of which are members of the Family Group of the settlor of such trust and which trust has agreed to be bound by this Agreement; and (d) with respect to Carlyle, (i) any investment entity that is an Affiliate of and is sponsored or managed by or under common sponsorship or management with such Person or (ii) any general partner, limited partner, stockholder or member of such Person.

“Permitted Transfer” has the meaning given in Section 1.

“Person” means any natural person, firm, individual, partnership, joint venture, business trust, trust, association, corporation, company or unincorporated entity.

“Piggyback Registration” has the meaning given in Section 5(a).

“Preferred Stock” means the Series A Voting Preferred Stock, the Series B Voting Preferred Stock, the Series C Non-Voting Preferred Stock and the Series D Non-Voting Preferred Stock.

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“Principal Decisions” has the meaning given in Section 4(c)(i).

“Prior Proceeds” has the meaning given in Section 4(ii).

“Prohibited Transfer” means any Transfer of Equity Securities to a Person that (t) would violate any other provision of this Agreement, (u) would cause the Company and/or any Company Subsidiary to be in violation of the Communications Act of 1934, as amended, or the rules or regulations promulgated thereunder, (v) may not be effected without registering the securities involved under the Securities Act, (w) would result in the assets of the Company constituting “plan assets” as such term is defined in the Department of Labor regulations promulgated under the Employer Retirement Income Security Act of 1974, as amended, (x) would cause the Company to be Controlled by or under common Control with an “investment company” for purposes of the Investment Company Act of 1940, as amended, (y) would require any securities of the Company to be registered under the Exchange Act or would cause the Company to be subject to Section 12(g) or 15(d) of the Exchange Act or (z) the Board determines in good faith would result in a change of control under an indenture or credit agreement to which the Company or any of its Subsidiaries is a party or a transfer of control under the Partnership Agreement, which change or transfer of control could reasonably be expected to have material adverse consequences for the Company or the Securityholders.

“Qualified Bank” has the meaning given in Section 4(a)(iv).

“Qualified IPO” means an IPO in connection with which the Company has received a firm commitment for an underwritten public offering of at least (i) $200,000,000 and (ii) 20% of the equity value of the Company, to be listed on a nationally recognized exchange or automated dealer quotation system; provided that any Company Common Stock to be sold as part of an Initial Secondary Offering shall be included when calculating the minimum thresholds set forth in clauses (i) and (ii) of this definition; provided further, that the Board has not determined, in good faith, that such IPO would result in a change of control under an indenture or credit agreement to which the Company or any of its Subsidiaries is a party or a transfer of control under the Partnership Agreement, which change or transfer of control could reasonably be expected to have material adverse consequences for the Company or the Securityholders.

“Qualifying Distribution Transaction” has the meaning given in Section 4(ii).

“Recap” has the meaning given in Section 4(a)(i)(c).

“Registrable Securities” means (a) (i) shares of Company Common Stock held by a Securityholder, including any Final Reclassification Stock issued pursuant to Section 4(e)(iii), and (ii) shares of Company Common Stock issued or issuable upon exercise of outstanding options therefor; and (b) any securities issued or issuable with respect to any

50

shares of Company Common Stock referred to in the foregoing sub-clauses (x) upon any conversion or exchange thereof, (y) by way of stock dividend or other distribution, stock split or reverse stock split or (z) in connection with a combination of shares, recapitalization, merger, consolidation, exchange offer or other reorganization. As to any particular Registrable Securities, once issued such securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, unless such securities are acquired and held by a Securityholder who is an affiliate (within the meaning of Rule 144 of the Company), (B) such securities shall have been distributed to the public in reliance upon Rule 144, (C) such securities shall have been otherwise Transferred, new certificates for such securities not bearing a legend restricting further Transfer shall have been delivered by the Company and subsequent disposition of such securities shall not require registration or qualification of such securities under the Securities Act or (D) such securities shall have been acquired by the Company.

“Rule 144” means Rule 144 (or any successor provision) promulgated under the Securities Act.

“Sale” has the meaning given in Section 4(a)(i)(B).

“Secondary Notice” has the meaning given in Section 4(e)(i).

“Section 2 Seller” has the meaning given in Section 2.

“Section 3 Buyer” has the meaning given in Section 3.

“Section 3 Closing” has the meaning given in Section 3.

“Section 3 Seller” has the meaning given in Section 3.

“Section 3 Seller Securities” has the meaning given in Section 3.

“Securities Act” means the Securities Act of 1933, as amended, or any successor federal statute.

“Securityholders” has the meaning given in the Preamble.

“Series A Securityholders” means each of SRK, the SRK Related Parties and MSW, individually or collectively as the context requires.

“Series B Securityholders” has the meaning given in Section 4(d)(iii).

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“Series A Voting Preferred Stock” means the Series A Voting Preferred Stock, par value $0.01 per share, of the Company.

“Series B Voting Preferred Stock” means the Series B Voting Preferred Stock, par value $0.01 per share, of the Company.

“Series C Non-Voting Preferred Stock” means the Series C Non-Voting Preferred Stock, par value $0.01 per share, of the Company.

“Series D Non-Voting Preferred Stock” means the Series D Non-Voting Preferred Stock, par value $0.01 per share, of the Company.

“Series E Common Stock” means the Series E Non-Voting Common Stock, par value $0.01 per share, of the Company.

“Series F Common Stock” means the Series F Non-Voting Common Stock, par value $0.01 per share, of the Company.

“Special Registration” means the registration of equity securities and/or options or other rights in respect thereof solely on Form S-4 or S-8 or any successor form.

“SRK” means Sidney R. Knafel, ICI Communications, Inc., Knafel Family Foundation, Estate of Susan Knafel and each of their Permitted Assignees.

“SRK Related Parties” means (i) Andrew G. Knafel, in his own capacity, and his Permitted Assignees and (ii) Andrew G. Knafel, Joshua Rubenstein and William L. Scherlis, as trustees under the Trust F/B/O Andrew G. Knafel, dated September 13, 1978; Trust F/B/O Douglas R. Knafel, dated September 13, 1978; Trust F/B/O Andrew G. & Douglas R. Knafel, dated July 16, 1976; and Trust F/B/O Douglas R. Knafel, dated November 6, 1983, and each such trust’s Permitted Assignees.

“Strategic Buyer” means Comcast Corporation, any other multiple system cable operator, any direct broadcast satellite operator, any regional bell operating company and any incumbent local exchange carrier.

“Subsequent Sale” has the meaning given in Section 4(a)(i)(B).

“Subsidiary” means, when used with respect to any Person, any corporation or other organization, whether incorporated or unincorporated, (i) of which such Person or any other Subsidiary of such Person is a general partner (excluding partnerships, the general partnership interests of which held by such Person or any Subsidiary of such Person do not have a majority of the voting interests in such partnership) or (ii) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions

52

with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries.  Without limiting any of the foregoing, Subsidiaries of the Company shall be deemed to include Insight Midwest and its Subsidiaries.

“Tag-Along Right” has the meaning given in Section 2.

“Transfer” has the meaning given in Section 1 and the terms “Transferred”, “Transferring”, Transferor” and “Transferee” shall have correlative meanings.

“Valuation Test” has the meaning given in Section 4(a)(iii).

“Valuer” has the meaning given in Section 4(a)(iv).

“Voting Preferred Stock” means the Series A Voting Preferred Stock and the Series B Voting Preferred Stock.

(s)           Amendments to Holdco LLC Agreement.  Neither Mr. Knafel nor Mr. Willner shall agree to the amendment or waiver of any provision of the Holdco LLC Agreement without the prior written consent of Carlyle, which consent will not be unreasonably withheld.

[Signatures on the following page]

53

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CARLYLE PARTNERS III TELECOMMUNICATIONS, L.P.
By:	TC Group III, L.P., its General Partner
By:	TC Group III, L.L.C., its General Partner
By:	TC Group, L.L.C., its Managing Member
By:
	Name:
	Title:   Managing Director
CP III COINVESTMENT, L.P.
By:	TC Group III, L.P., its General Partner
By:	TC Group III, L.L.C., its General Partner
By:	TC Group, L.L.C., its Managing Member
By:	TCG Holdings, L.L.C., its Managing Member
By:
	Name:
	Title:   Managing Director
CARLYLE PARTNERS IV TELECOMMUNICATIONS, L.P.
By:	TC Group IV, L.P., its General Partner
By:	TC Group IV, L.L.C., its General Partner
By:	TC Group, L.L.C., its Managing Member
By:
	Name:
	Title:   Managing Director
CP IV COINVESTMENT, L.P.
By:	TC Group IV, L.P., its General Partner
By:	TC Group IV, L.L.C., its General Partner
By:	TC Group, L.L.C., its Managing Member
By:	TCG Holdings, L.L.C., its Managing Member
By:
	Name:
	Title:   Managing Director

Signature Page to Securityholders Agreement

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

INSIGHT COMMUNICATIONS COMPANY, INC.
By:
	Name: Michael S. Willner
	Title: President & Chief Executive Officer

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDERS:
SIDNEY R. KNAFEL
ICI COMMUNICATIONS, INC.
By:
		Name: Sidney R. Knafel
		Title:
KNAFEL FAMILY FOUNDATION
By:
	Name: Sidney R. Knafel
	Title:
ESTATE OF SUSAN KNAFEL
By:
	Name: Sidney R. Knafel
	Title: Executor
Address:			c/o Insight Communications, Inc.
			810 Seventh Avenue
			New York, NY 10019

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDERS:
MICHAEL S. WILLNER
Address:	c/o Insight Communications, Inc.
	810 Seventh Avenue
	New York, NY 10019
ROBERT L. WINIKOFF, AS TRUSTEE,
DANIELLE A. WILLNER TRUST
DATED NOVEMBER 2, 1998
Address:	c/o Sonnenschein Nath and Rosenthal LLP
	1221 Avenue of the Americas
	New York, NY 10020
ROBERT L. WINIKOFF, AS TRUSTEE,
MATTHEW S. WILLNER TRUST
DATED NOVEMBER 2, 1998
Address:	c/o Sonnenschein Nath and Rosenthal LLP
	1221 Avenue of the Americas
	New York, NY 10020

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDERS:
ANDREW G. KNAFEL, AS TRUSTEE UNDER
TRUST F/B/O ANDREW G. KNAFEL DATED SEPTEMBER 13, 1978
TRUST F/B/O DOUGLAS R. KNAFEL DATED SEPTEMBER 13, 1978
TRUST F/B/O ANDREW G. & DOUGLAS R. KNAFEL DATED JULY   16, 1976
TRUST F/B/O DOUGLAS R. KNAFEL DATED NOVEMBER 6, 1983
Address:	c/o Sidney Knafel
	SRK Management
	810 Seventh Avenue
	New York, NY  10019
ANDREW G. KNAFEL
Address:	c/o Sidney Knafel
	SRK Management
	810 Seventh Avenue
	New York, NY  10019

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDER:
JAMES S. MARCUS
Address:	720 Park Avenue
	New York, NY 10021

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDERS
THOMAS L. KEMPNER
NAN S. KEMPNER
By:
	Thomas L. Kempner, Executor of
	Estate of Nan S. Kempner
THOMAS L. KEMPNER, AS TRUSTEE UNDER
TRUST F/B/O THOMAS KEMPNER CHILDREN
DATED MAY 19, 1964
TRUST F/B/O ALAN H. KEMPNER III
DATED NOVEMBER 7, 1969
ALAN H. KEMPNER, JR. GRANTOR TRUST
DATED SEPTEMBER 4, 1985
KEMPNER GRANDCHILDREN’S TRUST
DATED MAY 19, 1964
TRUST F/B/O THOMAS L. KEMPNER
(U/W CARL M. LOEB DATED JANUARY 3, 1955)
Address:		c/o Loeb Partners Corporation
		61 Broadway, 25th Fl.
		New York, NY 10006

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDER:
JOHN ABBOT
Address:	c/o Insight Communications, Inc.
	810 Seventh Avenue
	New York, NY 10019

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDER:
ELLIOT BRECHER
Address:	Insight Communications, Inc.
	810 Seventh Avenue
	New York, NY 10019

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDER:
PAMELA EULER HALLING
Address:	c/o Insight Communications, Inc.
	810 Seventh Avenue
	New York, NY 10019

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDER:
MARY E. RHODES
Address:	3236 Ridge Brook Cir.
	Louisville, KY 40245

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDER:
DANIEL MANNINO
Address:	c/o Insight Communications, Inc.
	810 Seventh Avenue
	New York, NY 10019

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDER:
CHARLES E. DIETZ
Address:	c/o Insight Communications, Inc.
	810 Seventh Avenue
	New York, NY 10019

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDER:
ELIZABETH M. GRIER
Address:	c/o Insight Communications, Inc.
	810 Seventh Avenue
	New York, NY 10019

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDER:
HEATHER WRIGHT
Address:	c/o Insight Communications, Inc.
	810 Seventh Avenue
	New York, NY 10019

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDER:
DANIEL MCCOMAS
Address:	11635 Tidewater Dr.
	Indianapolis, IN 46236

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDER:
GREGORY B. GRAFF
Address:	2205 Arnold Palmer Blvd
	Louisville, KY 40245

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDER:
JOHN W. HUTTON
Address:	5020 Lu Preese Ln
	Versailles, KY 40383

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDER:
JAMES D. MORGAN
Address:	110 Turtlecove Lane
	Huntington, NY 11743

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDER:
WALTER KELLEY
Address:	c/o Insight Communications, Inc.
	810 Seventh Avenue
	New York, NY 10019

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR SECURITYHOLDER:
MARA R. BANNARD
Address:	27 West 96 Street, 15E
New York, NY 10025

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

CONTINUING INVESTOR HOLDING COMPANY, LLC
By:
	Name: Michael S. Willner
	Title: Manager
	Address:	c/o Insight Communications
		Company, Inc.
		810 7th Avenue, 41st Floor
		New York, New York 10019

IN WITNESS WHEREOF, the parties have duly executed this Securityholders Agreement by their authorized representatives as of the date first above written.

PH INVESTMENTS, LLC
By:
	Name:
	Title:
	Address:	Lewis Wharf
		Boston, MA 02110

Securityholders Agreement

Schedule A

Reference is made to the Securityholders Agreement, dated as of December 16, 2005 (the “Securityholders Agreement”), among Carlyle, the Company and those individuals named on the signature pages thereof.  The undersigned agrees, by execution hereof, to become a party to, and to be subject to the rights and obligations under, the Securityholders Agreement.

Name:
Title:
Date:
Address:
Acknowledged by:
INSIGHT COMMUNICATIONS COMPANY, INC.
By:
	Name:
	Title:
Date:

EX-10.4

Exhibit 10.4

SUBSCRIPTION AGREEMENT
(Grant of Series E Shares)

SUBSCRIPTION AGREEMENT, dated as of [             ], 2005 (the “Agreement”), between Insight Communications Company, Inc., a Delaware corporation (the “Company”), and the participant whose name appears on the signature page hereof (the “Participant”).  (Capitalized terms used in this Agreement and not defined herein shall have the meaning ascribed to such terms in the Insight Communications Company, Inc. 2005 Stock Incentive Plan (the “Plan”)).

W I T N E S S E T H:

WHEREAS, the Company and Insight Acquisition Corp. have entered into an Agreement and Plan of Merger, dated as of July 28, 2005 (the “Merger Agreement”), pursuant to which Insight Acquisition Corp. has merged with and into the Company (the “Merger”), with the Company as the surviving corporation;

WHEREAS, prior to the date hereof, the Participant was granted options (each an “Option” and collectively, the “Options”) to purchase shares of common stock of the Company;

WHEREAS, upon consummation of the Merger all outstanding Options were canceled in exchange for the right to receive a cash payment equal to the excess, if any of the Per Share Merger Consideration (as defined in the Merger Agreement) over the exercise price of the Options;

WHEREAS, pursuant to the Merger Agreement, the Company agreed to grant to each Employee who held Options immediately prior to the effective time of the Merger shares of Series E non-voting common stock, par value $0.01 per share (the “Series E Shares”), of the Company in consideration of the future services to be provided by such Employee following the Merger; and

WHEREAS, the Board has adopted the Plan for the purposes of, among other matters, granting such Series E Shares and has approved the grant to the Participant of the aggregate number of shares (the “Shares”) of Series E Shares set forth on Schedule A hereto, on the terms and conditions set forth herein and in the Plan, and the Participant and the Company desire to enter into this Agreement to evidence and confirm the grant of such Shares.

NOW, THEREFORE, to implement the foregoing and in consideration of the mutual agreements contained herein, the parties hereto hereby agree as follows:

1.Grant of Series E Shares.  Subject to the terms and conditions of this Agreement, the Securityholders Agreement and the Plan, and subject to (i) the Participant

becoming a party to the Securityholders Agreement by executing and delivering to the Company a joinder agreement in the form of Schedule A to the Securityholders Agreement if the Participant is not already a party to such agreement and (ii) the Participant’s delivery to the Company of duly executed and undated instruments of transfer or assignment in blank, to be used by the Company only for transfers required or permitted by the Plan, this Agreement or the Securityholders Agreement, the Company hereby evidences and confirms its grant to the Participant of the aggregate number of Series E Shares set forth on Schedule A hereto.  Upon grant, one or more stock certificates registered in the Participant’s name and representing the Shares, which certificates shall bear the legends set forth in Section 8(b), will be delivered on behalf of the Participant to the Secretary of the Company, to be held in custody until the later of the date (i) they become Vested Shares (as defined in Section 3) and (ii) the Participant requests such instrument from the Company.

2.Plan.  The Shares granted hereunder are being issued pursuant to and in accordance with the Plan and, as such, are subject in all respects to the Plan, all of the terms of which are made a part of and incorporated into this Agreement.  In the event of any conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan shall control.

3.Vesting.  The Series E Shares granted hereunder (i) that are designated “Vested Series E Shares” on Schedule A hereto shall be fully vested on the Grant Date, and (ii) that are designated “Unvested Series E Shares” on Schedule A hereto shall, subject to the continued employment of the Participant by the Company or any Subsidiary thereof through the applicable vesting date, vest either (A) on the “vesting date”, if a date is specified on Schedule A hereto, or (B) in five equal annual installments beginning on the first anniversary of the Grant Date specified on Schedule A hereto.(1)  Shares that are vested are referred to herein as “Vested Shares”.  The Shares shall be subject to forfeiture prior to becoming Vested Shares as provided herein and in the Plan.

(1)For SRK, all Shares are immediately vested.

For MSW $11.75 Participation Level Shares:  Subject to the continued employment of Participant by the Company or any subsidiary thereof, (i) 10% of the Series E Shares are immediately vested, (ii) 80% of any such Series E Shares shall vest in four equal annual installments beginning on the first anniversary of the Closing Date (as defined in the Merger Agreement) and continuing on each anniversary thereof until the fourth anniversary thereof, and (iii) the remaining 10% of any such Series E Shares shall vest on the fifth anniversary of the Closing Date.

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4.Participation Level.  The Shares shall have the Participation Levels specified on Schedule A hereto.

5.Rights and Restrictions.

(a)Transfer Restrictions.  The Participant shall not sell, transfer, pledge, encumber or otherwise dispose of, whether directly or indirectly (by merger or sale of equity in any direct or indirect holding company or otherwise), and whether voluntarily or by operation of law (“Transfer”), any Series E Shares to any Person other than the Company, except as provided in the Plan and except for Transfers of Vested Shares permitted under the Securityholders Agreement.

(b)Voting Rights.  The Participant shall have no voting rights except as set forth in the Charter or as may be required under the General Corporation Law of the State of Delaware.  The Participant, by becoming a party to the Securityholders Agreement, shall grant an irrevocable proxy to vote the Participant’s Shares pursuant to section 11 thereof.

(c)Other Rights and Obligations. The Participant shall be entitled to the rights and subject to the obligations created under the Plan and the Securityholders Agreement, each to the extent set forth therein.

6.Termination of Services.  Notwithstanding anything contained in this Agreement, the Plan or the Securityholders Agreement to the contrary, if the Participant’s employment with the Company is terminated for any reason, the Series E Shares granted to the Participant hereunder shall be treated as set forth in this Section 6.

(a)Due to Death or Disability.  If the Participant’s employment with the Company and its Subsidiaries is terminated by reason of the Participant’s death or by the Company for Disability all unvested Series E Shares then held by the Participant shall vest and the Participant shall be entitled to retain all Series E Shares then held by the Participant (after taking into account this paragraph), subject to the terms and conditions of the Plan and the Securityholders Agreement.

(b)For Any Other Reason.  If the Participant’s employment with the Company and its Subsidiaries is terminated for any reason other than death or Disability, (A) all Vested Shares then held by the Participant shall remain outstanding and shall remain subject to the terms and conditions of the Plan and the Securityholders Agreement

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and (B) all Series E Shares then held by the Participant that are not Vested Shares shall be immediately forfeited without payment therefor.(2)

(c)Repurchase Right.(3)  Upon any termination of the Participant’s employment with the Company and its Subsidiaries prior to a Qualified IPO or a Sale of the Company, the Company shall have the right to repurchase and the Participant shall have the obligation to sell all or any portion of the Shares that remain outstanding and have not been forfeited or canceled as a result of such termination or otherwise for a cash payment equal to the Fair Market Value (as defined in the Plan) of the Shares as of the date of such termination.  The Company shall have 180 days from the date of such termination of the Participant’s employment during which to give notice in writing to the Participant (or, in the event of the Participant’s death, the Participant’s estate) of its election to exercise the Company purchase option, in whole or in part, including the number of Shares that it is electing to purchase.  The closing of any purchase of Shares pursuant to this Section 6(c) shall take place at the principal office of the Company on the tenth business day following the receipt by the Participant (or the Participant’s estate) of written notice of the Company of its exercise of the Company’s purchase option pursuant to this Section 6(c).  At the closing, (i) the Company shall pay to the Participant (or the Participant’s estate) an amount equal to the purchase price and (ii) the Participant (or the Participant’s estate) shall deliver to the Company such certificates or other instruments with respect to the Shares so purchased, appropriately endorsed by the Participant (or the Participant’s estate), as the Company may reasonably require.

(d)Application of the Purchase Price to Certain Loans.  The Participant agrees that the Company shall be entitled to apply, or to direct the application of, any amounts to be paid by the Company to purchase Shares pursuant to Section 6(c) to discharge any indebtedness of the Participant to, or guaranteed by, the Company or any of its Subsidiaries.

7.Sale of the Company.  Subject to the continued employment of the Participant with the Company or any Subsidiary, upon a Sale of the Company, the Series E Shares shall be treated as set forth in Article IX of the Plan.

(2)For MSW add:  , provided that if the Participant’s employment is terminated by the Company without Cause or by Participant for Good Reason (as defined in the employment agreement between Participant and the Company), all unvested Series E Shares then held by the Participant shall vest.

(3)Will not apply to SRK or MSW.

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8.Participant’s Representations, Warranties, Covenants and Agreements.

(a)Investment Intention.  The Participant represents and warrants that the Participant is acquiring the Series E Shares solely for the Participant’s own account for investment and not with a view to or for sale in connection with any distribution thereof.  The Participant agrees that the Participant will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Series E Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Series E Shares), except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder, and in compliance with applicable state and foreign securities or “blue sky” laws.  The Participant further understands, acknowledges and agrees that none of the Series E Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Participant shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of section 5 of the Securities Act, (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition, or (D) following a Qualified IPO, in an exempt transaction under Rule 144, (ii) unless such disposition is pursuant to registration under any applicable state and foreign securities laws or an exemption therefrom and (iii) unless the applicable provisions of the Plan, this Agreement and the Securityholders Agreement shall have been complied with or have expired.

(b)Legends.  The Grantee acknowledges that any certificate evidencing the Series E Shares granted pursuant to this Agreement shall bear the following legends:

“THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT.  THE COMMON STOCK MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (I) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT, (II) IN COMPLIANCE WITH RULE 144 OR (III) OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT.  THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SECURITYHOLDERS AGREEMENT, DATED AS OF DECEMBER 16, 2005, AMONG INSIGHT COMMUNICATIONS COMPANY, INC. (THE “COMPANY”), AND THE

5

OTHER PARTIES THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (A) THE TRANSFER AND OTHER PROVISIONS OF A SUBSCRIPTION AGREEMENT, DATED AS OF [    , 2005]; AND (B) THE PROVISIONS OF THE INSIGHT COMMUNICATIONS COMPANY, INC. 2005 STOCK INCENTIVE PLAN(THE “INCENTIVE PLAN”) AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT AND THE INCENTIVE PLAN, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF THE ISSUER.  NO TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE ISSUER, AND SUCH TRANSFER SHALL BE VOIDABLE, UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH PLAN AND AGREEMENTS.”

(c)Securities Law Matters.  The Participant acknowledges receipt of advice from the Company that (i) the Series E Shares have not been registered under the Securities Act or any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Series E Shares, (iii) the Series E Shares must be held indefinitely and the Participant must continue to bear the economic risk of the investment in the Series E Shares unless the Series E Shares are subsequently registered under the Securities Act and such state or foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of securities of the Company and the Company has made no covenant to make Rule 144 available, (v) when and if the Series E Shares may be disposed of without registration in reliance upon Rule 144, such disposition can generally be made only in limited amounts in accordance with the terms and conditions of such rule, (vi) the Company does not plan to file reports with the Commission or make information concerning the Company publicly available unless required to do so by law or agreement, (vii) if the exemption afforded by Rule 144 is not available, sales of the Series E Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) restrictive legends in the form heretofore set forth shall be placed on the certificates representing the Series E Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Series E Shares are subject to restrictions on transfer set forth in this Agreement (including, but not limited to, the Securityholders Agreement as incorporated by reference herein) and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Series E Shares.

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(d)Compliance with Rule 144.  If any of the Series E Shares are to be disposed of in accordance with Rule 144, the Participant shall transmit to the Company an executed copy of Form 144 (if required by Rule 144) no later than the time such form is required to be transmitted to the Commission for filing and such other documentation as the Company may reasonably require to assure compliance with Rule 144 in connection with such disposition.

(e)Investor Status.  The Participant represents and warrants that, as of the date hereof, the Participant is an officer or employee of the Company or a Subsidiary.

(f)Restrictions on Sale upon Public Offering.  The Participant agrees that, in the event that the Company files a registration statement under the Securities Act with respect to an underwritten public offering of any Series E Shares, the Participant will not effect any public sale (including a sale under Rule 144) or distribution of any Series E Shares (other than as part of such underwritten public offering) during the 15 days prior to and the 180 days after the effective date of such registration statement.

(g)Options.  The Participant hereby consents to the cancellation of the Participant’s Options in the Merger and hereby releases and forever discharges and holds harmless the Company and each of its shareholders, officers, directors, employees, agents and representatives from and against any claim, liabilities or damage in connection therewith.

(h)Section 83(b) Election.  The Participant agrees that, within 20 days after the issuance of the Shares to the Participant, the Participant shall make an election pursuant to section 83(b) of the Code, with respect to the Series E Shares issued under this Agreement, and acknowledges that the Participant will be solely responsible for any and all tax liabilities payable by the Participant in connection with the Participant’s purchase and receipt of the Series E Shares or attributable to the Participant’s failing to make such an election.

9.Representations and Warranties of the Company.  The Company represents and warrants to the Participant that (a) the Company has been duly organized and is an existing limited liability company in good standing under the laws of the State of Delaware, (b) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and (c) the Series E Shares, when issued, delivered and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.

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10.Miscellaneous.

(a)Binding Effect; Benefits; Assignability.  This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs, executors and assigns.  Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors, heirs, executors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.  Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Participant without the prior written consent of the other party; provided that the Company shall have the right to assign any and all rights under Section 6(c).

(b)Amendment.  This Agreement may be amended, modified or supplemented only by a written instrument executed by the Participant and the Company.

(c)Entire Agreement.  This Agreement, Securityholders Agreement, the Charter, and any employment agreement which the Participant has entered into with the Company constitute the entire agreement between the Participant and the Company with respect to the subject matter hereof, and supersede all undertakings and agreements, whether oral or in writing, previously entered into by the parties with respect thereto.

(d)Tax Withholding.  Whenever any cash or other payment is to be made hereunder or with respect to the Shares, the Company or any Subsidiary shall have the power to withhold an amount (in cash or in Common Shares otherwise deliverable to Participant upon vesting) sufficient to satisfy federal, state, and local withholding tax requirements relating to such transaction and the Company or such Subsidiary may defer the payment of cash or other payment until such requirements are satisfied.

(e)No Right to Continued Employment.  Nothing in the Plan or this Agreement shall interfere with or limit in any way the right of the Company or any of its Subsidiaries to terminate the Participant’s employment at any time, or confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries.

(f)Section and Other Headings, etc.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(g)Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.  The parties hereto agree to accept a signed facsimile copy of this Agreement as a fully binding original.

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(h)Applicable Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE APPLICATION OF RULES OF CONFLICT OF LAW THAT WOULD APPLY THE LAWS OF ANY OTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE CORPORATE LAW OF THE STATE OF DELAWARE SPECIFICALLY AND MANDATORILY APPLIES.

—Signature page follows—

9

IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of the date first above written.

INSIGHT COMMUNICATIONS COMPANY
By:
	Name:
	Title:
PARTICIPANT
:
	Name: «Name»
Address of the Participant:
«Address»

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Schedule A

Grant Date:(4)

Number of Series E
Shares Granted
(1) Vested Series E Shares
(2) Unvested Series E
Shares
(3) Vesting Date for Series
E Shares Listed in
Column (3) with Vesting Date
(4) Participation Level
(5)

(4)December 16, 2005 for initial grants.

EX-10.5

Exhibit 10.5

SUBSCRIPTION AGREEMENT

(Grant of Series F Shares)

SUBSCRIPTION AGREEMENT, dated as of [                ], 2005 (the “Agreement”), between Insight Communications Company, Inc., a Delaware corporation (the “Company”), and the participant whose name appears on the signature page hereof (the “Participant”).  (Capitalized terms used in this Agreement and not defined herein shall have the meaning ascribed to such terms in the Insight Communications Company, Inc. 2005 Stock Incentive Plan (the “Plan”)).

W I T N E S S E T H:

WHEREAS, the Board has approved the grant to the Participant of the aggregate number of shares (the “Shares”) of Series F non-voting common stock, par value $0.01 per share (the “Series F Shares”), of the Company set forth on the signature page hereof, on the terms and conditions set forth herein and in the Plan, and the Participant and the Company desire to enter into this Agreement to evidence and confirm the grant of such Shares; and

WHEREAS, the Board has adopted the Plan in order to effect such grants.

NOW, THEREFORE, to implement the foregoing and in consideration of the mutual agreements contained herein, the parties hereto hereby agree as follows:

1.Grant of Series F Shares.  Subject to the terms and conditions of this Agreement, the Securityholders Agreement and the Plan, and subject to (i) the Participant becoming a party to the Securityholders Agreement by executing and delivering to the Company a joinder agreement in the form of Schedule A to the Securityholders Agreement if the Participant is not already a party to such agreement and (ii) the Participant’s delivery to the Company of duly executed and undated instruments of transfer or assignment in blank, to be used by the Company only for transfers required or permitted by the Plan, this Agreement or the Securityholders Agreement, the Company hereby evidences and confirms its grant to the Participant of the aggregate number of Series F Shares set forth on the signature page hereof.  Upon grant, one or more stock certificates registered in the Participant’s name and representing the Shares, which certificates shall bear the legends set forth in Section 7(b), will be delivered on behalf of the Participant to the Secretary of the Company, to be held in custody until the later of the date (i) they become Vested Shares (as defined in Section 3) and (ii) the Participant requests such instrument from the Company.

2.Plan.  The Shares granted hereunder are being issued pursuant to and in accordance with the Plan and, as such, are subject in all respects to the Plan, all of the terms of which are made a part of and incorporated into this Agreement.  In the event of

any conflict between any term of this Agreement and the terms of the Plan, the terms of the Plan shall control.

3.Vesting.  Subject to the continued employment(1) of the Participant by the Company or any Subsidiary thereof, the Series F Shares granted hereunder shall generally vest in five equal annual installments beginning on the first anniversary of the Grant Date specified on the signature page hereof and continuing on each anniversary of such date until fully vested.(2)  Shares that are vested are referred to herein as “Vested Shares”.  The Shares shall be subject to forfeiture prior to becoming Vested Shares as provided herein and in the Plan.

4.Rights and Restrictions

(a)Transfer Restrictions.  The Participant shall not sell, transfer, pledge, encumber or otherwise dispose of, whether directly or indirectly (by merger or sale of equity in any direct or indirect holding company or otherwise), and whether voluntarily or by operation of law (“Transfer”), any Series F Shares to any Person other than the Company, except as provided in the Plan and except for Transfers of Vested Shares permitted under the Securityholders Agreement.

(b)Voting Rights.  The Participant shall have no voting rights except as set forth in the Charter or as may be required under the General Corporation Law of the State of Delaware.  The Participant, by becoming a party to the Securityholders Agreement, shall grant an irrevocable proxy to vote the Participant’s Shares pursuant to section 11 thereof.

(c)Other Rights and Obligations.  The Participant shall be entitled to the rights and subject to the obligations created under the Plan and the Securityholders Agreement, each to the extent set forth therein.

(1)For directors, all references to employment in this agreement will be changed to “continued service as a director of the Company”. 

(2)For SRK:  All of the Series F Shares are immediately vested.

For MSW:  Subject to the continued employment of Participant by the Company or any subsidiary thereof, (i) 10% of the Series F Shares are immediately vested, (ii) 80% of any such Series F Shares shall vest in four equal annual installments beginning on the first anniversary of Grant Date specified on the signature page hereof and continuing on each anniversary thereof until the fourth anniversary thereof, and (iii) the remaining 10% of any such Series F Shares shall vest on the fifth anniversary of such Grant Date.

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5.Termination of Services.  Notwithstanding anything contained in this Agreement, the Plan or the Securityholders Agreement to the contrary, if the Participant’s employment with the Company is terminated for any reason, the Series F Shares granted to the Participant hereunder shall be treated as set forth in this Section 5.

(a)Due to Death or Disability.  If the Participant’s employment with the Company and its Subsidiaries is terminated by reason of the Participant’s death or by the Company for Disability, all unvested Series F Shares then held by the Participant shall vest and the Participant shall be entitled to retain all Series F Shares then held by the Participant (after taking into account this paragraph), subject to the terms and conditions of the Plan and the Securityholders Agreement.

(b)For Any Other Reason.  If the Participant’s employment with the Company and its Subsidiaries is terminated for any reason other than death or Disability, (A) all Vested Shares then held by the Participant shall remain outstanding and shall remain subject to the terms and conditions of the Plan and the Securityholders Agreement and (B) all Series F Shares then held by the Participant that are not Vested Shares shall be immediately forfeited without payment therefor.(3)

(c)Repurchase Right.(4)  Upon any termination of the Participant’s employment with the Company and its Subsidiaries prior to a Qualified IPO or a Sale of the Company, the Company shall have the right to repurchase and the Participant shall have the obligation to sell all or any portion of the Shares that remain outstanding and have not been forfeited or canceled as a result of such termination or otherwise for a cash payment equal to the Fair Market Value (as defined in the Plan) of the Shares as of the date of such termination.  The Company shall have 180 days from the date of such termination of the Participant’s employment during which to give notice in writing to the Participant (or, in the event of the Participant’s death, the Participant’s estate) of its election to exercise the Company purchase option, in whole or in part, including the number of Shares that it is electing to purchase.  The closing of any purchase of Shares pursuant to this Section 5(c) shall take place at the principal office of the Company on the tenth business day following the receipt by the Participant (or the Participant’s estate) of

(3)For MSW add:  , provided that if the Participant’s employment is terminated by the Company without Cause or by Participant for Good Reason (as defined in the employment agreement between Participant and the Company), Participant’s unvested Series F Shares shall vest in an amount equal to the excess, if any, of 50% of the Series F Shares granted to the Participant (vested and unvested), over the number of such Series F Shares that are then vested.

(4)Will not apply to SRK, MSW or Eligible Directors.

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written notice of the Company of its exercise of the Company’s purchase option pursuant to this Section 5(c).  At the closing, (i) the Company shall pay to the Participant (or the Participant’s estate) an amount equal to the purchase price and (ii) the Participant (or the Participant’s estate) shall deliver to the Company such certificates or other instruments with respect to the Shares so purchased, appropriately endorsed by the Participant (or the Participant’s estate), as the Company may reasonably require.

(d)Application of the Purchase Price to Certain Loans.  The Participant agrees that the Company shall be entitled to apply, or to direct the application of, any amounts to be paid by the Company to purchase Shares pursuant to Section 5(c) to discharge any indebtedness of the Participant to, or guaranteed by, the Company or any of its Subsidiaries.

6.Sale of the Company.  Subject to the continued employment of the Participant with the Company or any Subsidiary, upon a Sale of the Company, the Series F Shares shall be treated as set forth in Article IX of the Plan.

7.Participant’s Representations, Warranties, Covenants and Agreements.

(a)Investment Intention.  The Participant represents and warrants that the Participant is acquiring the Series F Shares solely for the Participant’s own account for investment and not with a view to or for sale in connection with any distribution thereof.  The Participant agrees that the Participant will not, directly or indirectly, offer, transfer, sell, pledge, hypothecate or otherwise dispose of any of the Series F Shares (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of any Series F Shares), except in compliance with the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder, and in compliance with applicable state and foreign securities or “blue sky” laws.  The Participant further understands, acknowledges and agrees that none of the Series F Shares may be transferred, sold, pledged, hypothecated or otherwise disposed of (i) unless (A) such disposition is pursuant to an effective registration statement under the Securities Act, (B) the Participant shall have delivered to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to the Company, to the effect that such disposition is exempt from the provisions of section 5 of the Securities Act, (C) a no-action letter from the Commission, reasonably satisfactory to the Company, shall have been obtained with respect to such disposition, or (D) following a Qualified IPO, in an exempt transaction under Rule 144, (ii) unless such disposition is pursuant to registration under any applicable state and foreign securities laws or an exemption therefrom and (iii) unless the applicable provisions of the Plan, this Agreement and the Securityholders Agreement shall have been complied with or have expired.

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(b)Legends.  The Grantee acknowledges that any certificate evidencing the Series F Shares granted pursuant to this Agreement shall bear the following legends:

“THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT.  THE COMMON STOCK MAY NOT BE SOLD OR OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT (I) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE ACT, (II) IN COMPLIANCE WITH RULE 144 OR (III) OTHERWISE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT.  THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF THE SECURITYHOLDERS AGREEMENT, DATED AS OF DECEMBER 16, 2005, AMONG INSIGHT COMMUNICATIONS COMPANY, INC. (THE “COMPANY”), AND THE OTHER PARTIES THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.”

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (A) THE TRANSFER AND OTHER PROVISIONS OF A SUBSCRIPTION AGREEMENT, DATED AS OF [      , 2005]; AND (B) THE PROVISIONS OF THE INSIGHT COMMUNICATIONS COMPANY, INC. 2005 STOCK INCENTIVE PLAN(THE “INCENTIVE PLAN”) AND NEITHER THIS CERTIFICATE NOR THE SHARES REPRESENTED BY IT ARE TRANSFERABLE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT AND THE INCENTIVE PLAN, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF THE ISSUER.  NO TRANSFER OF SUCH SHARES WILL BE MADE ON THE BOOKS OF THE ISSUER, AND SUCH TRANSFER SHALL BE VOIDABLE, UNLESS ACCOMPANIED BY EVIDENCE OF COMPLIANCE WITH THE TERMS OF SUCH PLAN AND AGREEMENTS.”

(c)Securities Law Matters.  The Participant acknowledges receipt of advice from the Company that (i) the Series F Shares have not been registered under the Securities Act or any state or foreign securities or “blue sky” laws, (ii) it is not anticipated that there will be any public market for the Series F Shares, (iii) the Series F Shares must be held indefinitely and the Participant must continue to bear the economic risk of the investment in the Series F Shares unless the Series F Shares are subsequently registered under the Securities Act and such state or foreign laws or an exemption from registration is available, (iv) Rule 144 promulgated under the Securities Act (“Rule 144”) is not presently available with respect to sales of securities of the Company and the

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Company has made no covenant to make Rule 144 available, (v) when and if the Series F Shares may be disposed of without registration in reliance upon Rule 144, such disposition can generally be made only in limited amounts in accordance with the terms and conditions of such rule, (vi) the Company does not plan to file reports with the Commission or make information concerning the Company publicly available unless required to do so by law or agreement, (vii) if the exemption afforded by Rule 144 is not available, sales of the Series F Shares may be difficult to effect because of the absence of public information concerning the Company, (viii) restrictive legends in the form heretofore set forth shall be placed on the certificates representing the Series F Shares and (ix) a notation shall be made in the appropriate records of the Company indicating that the Series F Shares are subject to restrictions on transfer set forth in this Agreement (including, but not limited to, the Securityholders Agreement as incorporated by reference herein) and, if the Company should in the future engage the services of a stock transfer agent, appropriate stop-transfer restrictions will be issued to such transfer agent with respect to the Series F Shares.

(d)Compliance with Rule 144.  If any of the Series F Shares are to be disposed of in accordance with Rule 144, the Participant shall transmit to the Company an executed copy of Form 144 (if required by Rule 144) no later than the time such form is required to be transmitted to the Commission for filing and such other documentation as the Company may reasonably require to assure compliance with Rule 144 in connection with such disposition.

(e)Investor Status.  The Participant represents and warrants that, as of the date hereof, the Participant is an officer, employee or director of the Company or a Subsidiary.

(f)Restrictions on Sale upon Public Offering.  The Participant agrees that, in the event that the Company files a registration statement under the Securities Act with respect to an underwritten public offering of any Series F Shares, the Participant will not effect any public sale (including a sale under Rule 144) or distribution of any Series F Shares (other than as part of such underwritten public offering) during the 20 days prior to and the 180 days after the effective date of such registration statement.

(g)Section 83(b) Election.  The Participant agrees that, within 20 days after the issuance of the Shares to the Participant, the Participant shall make an election pursuant to section 83(b) of the Code, with respect to the Series F Shares issued under this Agreement, and acknowledges that the Participant will be solely responsible for any and all tax liabilities payable by the Participant in connection with the Participant’s purchase and receipt of the Series F Shares or attributable to the Participant’s failing to make such an election.

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8.Representations and Warranties of the Company.  The Company represents and warrants to the Participant that (a) the Company has been duly organized and is an existing limited liability company in good standing under the laws of the State of Delaware, (b) this Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and (c) the Series F Shares, when issued, delivered and paid for in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.

9.Miscellaneous.

(a)Binding Effect; Benefits; Assignability.  This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors, heirs, executors and assigns.  Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors, heirs, executors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.  Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by the Company or the Participant without the prior written consent of the other party; provided that the Company shall have the right to assign any and all rights under Section 5(c).

(b)Amendment.  This Agreement may be amended, modified or supplemented only by a written instrument executed by the Participant and the Company.

(c)Entire Agreement.  This Agreement, the Securityholders Agreement , the Charter and any employment agreement which the Participant has entered into with the Company constitute the entire agreement between the Participant and the Company with respect to the subject matter hereof, and supersede all undertakings and agreements, whether oral or in writing, previously entered into by the parties with respect thereto.

(d)Tax Withholding.  Whenever any cash or other payment is to be made hereunder or with respect to the Shares, the Company or any Subsidiary shall have the power to withhold an amount (in cash or in Common Shares otherwise deliverable to Participant upon vesting) sufficient to satisfy federal, state, and local withholding tax requirements relating to such transaction and the Company or such Subsidiary may defer the payment of cash or other payment until such requirements are satisfied.

(e)No Right to Continued Employment.  Nothing in the Plan or this Agreement shall interfere with or limit in any way the right of the Company or any of its Subsidiaries to terminate the Participant’s employment at any time, or confer upon the Participant any right to continue in the employ of the Company or any of its Subsidiaries.

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(f)Section and Other Headings, etc.  The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(g)Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.  The parties hereto agree to accept a signed facsimile copy of this Agreement as a fully binding original.

(h)Applicable Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE APPLICATION OF RULES OF CONFLICT OF LAW THAT WOULD APPLY THE LAWS OF ANY OTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE CORPORATE LAW OF THE STATE OF DELAWARE SPECIFICALLY AND MANDATORILY APPLIES.

---Signature page follows---

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IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of the date first above written.

	INSIGHT COMMUNICATIONS COMPANY
	By:
		Name:
		Title:
	PARTICIPANT
	By:
		Name: «Name»
	Address of the Participant:
	«Address»
Number of Series F Shares Granted	«Shares»
Grant Date	December 16, 2005

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EX-99.1

Exhibit 99.1

Insight Communications Completes Going-Private Merger

NEW YORK (December 16, 2005) – Insight Communications Company, Inc. today announced the successful completion of its previously announced going-private merger with Insight Acquisition Corp., an entity led by Insight Communications co-founders Sidney R. Knafel and Michael S. Willner and affiliates of The Carlyle Group.

At the related special meeting of stockholders, holders of Insight Communications’ Class A common stock and Class B Common stock, voting together as a single class, and Insight’s disinterested Class A common stockholders voted to approve the merger.  Insight’s stockholders also voted to approve an amendment to Insight’s charter to facilitate the merger.

The merger and related transactions will not result in a change of control at Insight Communications nor will it have any impact on the day-to-day business operations.  The current management team will remain in place.

Michael Willner, Insight Communications’ Chief Executive Officer, stated, “Our public stockholders received a very full price for their shares and we are happy to have delivered excellent value to them.  Customers and employees of Insight Communications are excited about this new chapter in our corporate history and we are determined to thrive as a private company.”

Michael J. Connelly, Managing Director of The Carlyle Group, said, “We look forward to working with Michael Willner and his management team in the years ahead.  As a private company, Insight now enters a new phase of growth and opportunity.  Our thanks go to the stockholders for their support and the entire team for helping to make this a smooth and successful transaction.”

Amos B. Hostetter, Jr., a new director of Insight whose affiliate invested in Insight Communications concurrently with the closing of the merger, stated, “We are pleased to be participating with Sid Knafel and Michael Willner as they pursue this exciting opportunity.”

As a result of the merger, all outstanding shares of Insight Class A common stock, other than those held by continuing investors or as to which appraisal rights are perfected, were converted into the right to receive $11.75 per share in cash, without interest.  The Bank of New York, as paying agent for the merger, will mail to Insight stockholders materials to advise them of their rights and facilitate receipt of payment for their Insight shares.  Shares of Insight’s Class A common stock will be delisted from the Nasdaq National Market, and trading will be suspended prior to market opening on Monday.

Morgan Stanley and Stephens Inc. served as exclusive financial advisors to Insight Acquisition Corp. in this going-private transaction, and Citigroup Global Markets Inc. and Evercore Partners served as exclusive financial advisors to the Special Committee of Insight Communications’ board of directors in this transaction.

Dow, Lohnes & Albertson, PLLC and Debevoise & Plimpton, LLP advised Insight Acquisition Corp., and Sonnenschein Nath & Rosenthal, LLP advised Insight Communications.  Skadden, Arps, Slate, Meagher & Flom, LLP advised the Special Committee of Insight Communications’ board of directors.

About Insight Communications:

Insight Communications is the 9th largest cable operator in the United States, serving approximately 1.3 million customers in the four contiguous states of Illinois, Kentucky, Indiana and Ohio.  Insight offers state-of-the-art services in mid-sized communities, delivering analog and digital video, high-speed Internet and, in selected markets, voice telephony to its customers.

About The Carlyle Group:

The Carlyle Group is a global private equity firm with $35 billion under management.  Carlyle invests in buyouts, venture and growth capital, real estate and leveraged finance in Asia, Europe and North America, focusing on aerospace & defense, automotive & transportation, consumer & retail, energy & power, healthcare, industrial, technology & business services and telecommunications & media.  Since 1987, the firm has invested $14.9 billion of equity in 439 transactions for a total purchase price of $51.9 billion.  The Carlyle Group employs more than 630 people in 15 countries. In the aggregate, Carlyle portfolio companies have more than $30 billion in revenue and employ more than 131,000 people around the world.  Visit www.carlyle.com for additional information.