IQNT Inteliquent, Inc.

Certain Prospective Financial Information

Company senior management prepares projections of the Company’s expected financial performance as part of its ongoing management of the business. Other than guidance in connection with its regularly-scheduled earnings releases, these projections are not publicly disclosed as a matter of course due to the inherent unpredictability of the underlying assumptions and estimates. However, the Company is including certain unaudited prospective financial information in this proxy statement to provide Inteliquent stockholders access to a summary of certain nonpublic unaudited prospective financial information that was made available to the Board in connection with its consideration of the merger and the other transactions contemplated by the merger agreement and, in the case of the Company Forecasts (as defined below), was also provided by Company senior management to Perella Weinberg Partners in connection with the rendering of Perella Weinberg Partners’ opinion to the Board and performing its related financial analyses.

In connection with the Board’s review of Inteliquent’s strategic alternatives, including the consideration and evaluation of a potential transaction with Parent, Company senior management prepared and provided to the Board and Perella Weinberg Partners certain unaudited financial projections related to Inteliquent through fiscal year 2021 (the “ Company Forecasts ”). The Board reviewed the Company Forecasts and discussed them with Company senior management and Perella Weinberg Partners. At the direction of the Board, Perella Weinberg Partners used and relied upon the Company Forecasts in connection with its financial analyses for purposes of its opinion, as summarized in “—Opinion of the Company’s Financial Advisor” beginning on page 41 of this proxy statement. The Company Forecasts were not prepared with a view toward public disclosure and reflect subjective judgment in many respects and, therefore, are susceptible to multiple interpretations and frequent revisions based on actual results and business developments.

Previously, in connection with the Board’s initial evaluation of a potential transaction with Parent and prior to the preparation of the Company Forecasts, a separate initial set of unaudited preliminary financial projections related to Inteliquent were made available to the Board and subsequently revised to reflect senior management’s ongoing review of the business. Prior to the Board’s commencement of substantive deliberations for a potential

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transaction with Parent and at the direction of the Board, such preliminary projections were further revised to reflect senior management’s then latest view of the business (such revised preliminary projections, the “Preliminary Projections”). With respect to Inteliquent’s core business, the Preliminary Projections consisted of (i) preliminary projections for fiscal years 2016 and 2017 prepared by Company senior management and (ii) projections for fiscal years 2018 through 2021 developed by Perella Weinberg Partners, in consultation with Company senior management and at the direction of the Board, by extrapolating from the fiscal year 2016 and 2017 projections based on certain growth and margin assumptions approved by Company senior management. With respect to Inteliquent’s Next Gen business, the Preliminary Projections consisted of preliminary projections for fiscal years 2016 through 2021 prepared by Company senior management. The Preliminary Projections were superseded by the subsequent Company Forecasts, which at the time they were prepared reflected senior management’s best currently available estimates and good faith judgments as to the future financial performance of Inteliquent. Accordingly, the Board did not use or rely upon the Preliminary Projections for its final evaluation of the merger. At the Board’s direction, Perella Weinberg Partners did not use or rely upon the Preliminary Projections to perform its financial analyses for purposes of its opinion.

The Company Forecasts and the Preliminary Projections were made available to the Board and Perella Weinberg Partners, and the Company Forecasts were used and relied upon by Perella Weinberg Partners in connection with its financial analyses for its opinion. The Preliminary Projections and the Company Forecasts, in each case for fiscal years 2016 and 2017 only, were also provided to Parent in connection with its consideration of the potential transaction. For these reasons, Inteliquent has elected to summarize the Company Forecasts and the Preliminary Projections in this proxy statement.

The Company’s internal financial forecasts, like the Company Forecasts and the Preliminary Projections, and the assumptions upon which the Company Forecasts and the Preliminary Projections were based, are subjective in many respects and thus subject to interpretation. Although presented with numerical specificity, the Company Forecasts and the Preliminary Projections are forward-looking statements and are based upon a variety of estimates and numerous assumptions made by Company senior management with respect to, among other matters, industry performance, general business, economic, market and financial conditions and other matters, including the factors described under “Special Note Regarding Forward-Looking Statements” beginning on page 19 of this proxy statement and other risk factors described in the Company’s filings with the SEC, many of which are difficult to predict, are inherently uncertain, are beyond the Company’s control, are subject to significant economic and competitive uncertainties and may not reflect current prospects for the Company’s business, changes in general business, economic, market and financial conditions and other matters, transactions or events that have occurred or that may occur and that were not anticipated when the Company Forecasts and the Preliminary Projections were prepared.

In addition, since the Company Forecasts and the Preliminary Projections cover multiple years, such information by its nature becomes less reliable with each successive year. As a result, there can be no assurance that the estimates and assumptions made in preparing the Company Forecasts and the Preliminary Projections will prove accurate, that the projected results will be realized or that actual results will not be significantly higher or lower than projected. In addition, the Company Forecasts and the Preliminary Projections do not take into account the merger or any of the other transactions contemplated by the merg e r agreement that might also cause actual results to differ materially. The Company’s stockholders are urged to review the Company’s most recent filings with the SEC for a description of the Company’s reported results of operations and financial condition during the fiscal year ended December 31, 2015 and for the first three quarters of 2016.

The Company Forecasts and the Preliminary Projections are not intended to comply with, and include financial metrics that were not prepared in accordance with, United States Generally Accepted Accounting Principles (“ GAAP ”), the published guidelines of the SEC regarding financial projections and the use of non-GAAP measures or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial projections and forecasts. Non-GAAP financial measures should not be

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considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled measures used by other companies. Neither the Company’s independent registered public accounting firm nor any other independent registered public accounting firm has examined, compiled or performed any procedures with respect to the Company Forecasts and the Preliminary Projections. Accordingly, neither the Company’s independent registered public accounting firm nor any other public accounting firm expresses an opinion or any other form of assurance with respect to the Company Forecasts and the Preliminary Projections. Reports by the Company’s independent registered public accounting firm that have been incorporated by reference into this proxy statement relate solely to the Company’s historical financial information. They do not extend to the prospective financial information and should not be read to do so.

The Company does not as a matter of course make public projections as to future sales, earnings, or other results. However, the management of the Company has prepared the prospective financial information set forth in this proxy statement for the reasons described above. The prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of the Company’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments, and presents, to the best of management’s knowledge and belief, the expected course of action and the expected future financial performance of the Company. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and Inteliquent’s stockholders and readers of this proxy statement are cautioned not to place undue reliance on the prospective financial information.

Neither the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

The presentation of “EBITDA” in the Preliminary Projections and the Company Forecasts presented to the Board, and utilized by Perella Weinberg Partners in the case of the Company Forecasts for purposes of its opinion is defined as net income before (a) interest expense, (b) net income tax expense and (c) depreciation and amortization. This presentation of “EBITDA” may differ from presentations of “EBITDA” by other companies or in other contexts. In addition, the Company’s presentation of “Adjusted EBITDA” may also differ. For example, the Company’s presentation of “Adjusted EBITDA” in its regularly-scheduled earnings release for the nine-months ended September 30, 2016 is defined as “EBITDA” as further adjusted to eliminate non-cash share-based compensation and legal fees associated with the Company’s acquisition of Shopety, Inc.

In addition to the Company presenting Parent with “EBITDA” from the Preliminary Projections and the Company Forecasts for the fiscal years 2016 and 2017, the Company also provided to Parent “Adjusted EBITDA,” which included an add-back for stock-based compensation expenses and legal fees associated with the Company’s acquisition of Shopety, Inc.

No one has made or makes any representation regarding the information included in the Company Forecasts and the Preliminary Projections. Inteliquent stockholders and other readers of this proxy statement are cautioned not to rely unduly, if at all, on the Company Forecasts and the Preliminary Projections. Some or all of the assumptions that have been made regarding, among other things, the timing of certain occurrences or effects, may have changed since the date the Company Forecasts and the Preliminary Projections were prepared. The Company has not updated or otherwise revised, and does not intend to update or otherwise revise, the Company Forecasts and the Preliminary Projections to reflect circumstances existing after the date when prepared or to reflect the occurrence or non-occurrence of events after the date when prepared, even if any or all of the assumptions on which the Company Forecasts and the Preliminary Projections were based are shown to be inaccurate. The Company has made no representation to Parent or Merger Sub in the merger agreement or

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otherwise concerning the Company Forecasts and the Preliminary Projections. Subject to the foregoing qualifications, set forth below are summaries of the Company Forecasts and the Preliminary Projections, respectively.

Note: Dollars in millions; rounded to the nearest million.

Note: Dollars in millions; rounded to the nearest million.

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendation of our Board with respect to the merger agreement and the merger, you should be aware that the Company’s executive officers and directors have economic interests in the merger that are different from, or in addition to, those of Inteliquent stockholders generally. These interests may create potential conflicts of interest. Our Board was aware of and considered these interests, among other matters, in

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evaluating and negotiating the merger agreement and the merger and in reaching its decision to approve, and declare advisable, fair to and in the best interests of the Company and its stockholders, the merger agreement and the merger. These material interests are summarized below.

Treatment of Shares and Outstanding Equity Awards

With respect to shares of Inteliquent common stock that the Company’s directors and executive officers beneficially own, the Company’s directors and executive officers will receive the same cash consideration per share on the same terms and conditions as the other Inteliquent stockholders.

Inteliquent equity awards outstanding immediately prior to the effective time of the merger will generally be subject to the following treatment, unless otherwise agreed to by the parties:

Holders of Inteliquent equity awards at the effective time of the merger will cease to have any rights with respect to such awards other than the rights to receive the payments described above.

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Severance and Change in Control Provisions of Employment Arrangements

Each of our executive officers other than Mr. Carlson is entitled to certain severance and change in control benefits pursuant to his employment agreement, the material terms of which are described below. Mr. Carlson is not party to an employment agreement but will be covered by the Company’s general severance policy. The merger will constitute a change of control under these agreements.

The employment agreements provide that upon a termination of employment by the Company without cause or a resignation by the executive for good reason, the executive officers are entitled to certain benefits and payments, which in some cases are enhanced if the termination occurs within 12 months following a change of control.

In the case of Messrs. Carter, Schoder, Monto and Harrington, if, within 12 months following a change of control, the executive’s employment is terminated by the Company without cause, or is terminated by the executive for good reason, the Company will be obligated to pay the executive cash severance pay equal to 24 months’ base salary (increased from 12 months’ base salary in the case of such a termination at any other time). In addition, the Company will provide Mr. Carter with senior executive-level career transition services for a period of 12 months up to a maximum cost of $50,000.

In the case of Messrs. Bullock and Scorza and Ms. Owczarzak, if the executive’s employment is terminated by the Company without cause or the executive resigns for good reason, whether prior to or following a change of control, the Company will be obligated to pay the executive cash severance pay equal to 12 months’ base salary.

For purposes of each employment agreement, “cause” means any of the following: (i) the executive’s willful misconduct in the performance of his duties for the Company, or the executive’s willful failure to abide by or comply with any legal policy or directive of the Board; (ii) conviction of or plea of guilty or any other plea other than “not guilty” to a felony, or any crime involving dishonesty or moral turpitude; (iii) the violation by the executive of any material provision of the employment agreement which either is not cured within ten days after written notice is given to the executive by the Company or constitutes a habitual breach; or (iv) the executive’s dishonesty, misappropriation or fraud with regard to the business or affairs of the Company or its affiliates.

For purposes of each employment agreement, “good reason” means without the executive’s written consent: (i) a material adverse change in the executive’s title or the duties assigned to the executive or (ii) any material failure by the Company to comply with its obligations under the employment agreement, but in each such case only if the executive has provided notice to the Company of the existence of the condition described in clause (i) or (ii) of this definition within ninety days following the initial existence of the condition (or in the case of Mr. Carter, following the date Mr. Carter first has knowledge of the initial existence of the condition), and the Company has not remedied such condition within thirty days after receiving such notice.

Pursuant to the Company’s general severance policy, Mr. Carlson will be entitled to one week of base salary for every six months of service as severance, up to a maximum of 20 weeks’ base salary, in addition to continued health care coverage during the severance period.

Retention Bonuses

Pursuant to the terms of the merger agreement, the Company has implemented a retention bonus pool of up to $2.5 million. As of the date of this proxy statement, the Board has allocated $950,000 available under the retention bonus pool to employees that are not “officers” (as such term is defined for purposes of Section 16 of the Exchange Act). The Board has not yet made a determination regarding how to allocate the remainder of the retention bonus pool.

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New Management Arrangements

Prior to the effective date of the merger, some or all of the Company’s executive officers may discuss or enter into agreements, arrangements or understandings with Parent or its affiliates regarding the executive officers’ continuing employment or compensation and benefits, including equity incentive arrangements, on a going-forward basis following completion of the merger. No such new agreements, arrangements and understandings have been entered into as of the date of this proxy statement.

Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of our named executive officers, who are Messrs. Carter, Bullock, Carlson, Schoder and Scorza, that is based on or otherwise relates to the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules. The amounts set forth in the table are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement and in the footnotes to the table. As a result, the actual amounts, if any, that a named executive officer will receive may materially differ from the amounts set forth in the table.

The table below assumes that (1) the effective time of the merger will occur on March 31, 2017, (2) the employment of the named executive officer will be terminated on such date in a manner entitling the named executive officer to receive severance payments and benefits under the terms of the named executive officer’s employment agreement, (3) the named executive officer’s base salary remains unchanged from those in place as of November 2, 2016, (4) no named executive officer receives any additional equity grants or exercises any Inteliquent stock options on or prior to the effective time of the merger and (5) no named executive officer enters into new agreements or is otherwise legally entitled to, prior to the effective time of the merger, additional compensation or benefits. For a narrative description of the terms and conditions applicable to the payments quantified in the table below, see “—Treatment of Shares and Outstanding Equity Awards” and “—Severance and Change in Control Provisions of Employment Arrangements” above.

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Employee Benefits

Pursuant to the merger agreement, Parent has agreed that for a period of not less than one year following the closing date, Parent will, or will cause the surviving corporation or any of their respective subsidiaries to, provide to each individual who, immediately prior to the effective time of the merger, is an employee of the Company and its subsidiaries and who continues in such capacity following such effective time (i) salary, hourly wage rate, short-term (annual or more frequent) bonus or commission opportunity and other compensation (excluding equity and equity-based awards, which will remain discretionary) that are no less favorable, in the aggregate, and (ii) benefits that are no less favorable, in the aggregate, in the case of clauses (i) and (ii) than those provided by Parent and its subsidiaries to similarly situated employees of Parent or such subsidiaries from time to time.

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Director and Officer Indemnification and Insurance

For a period of not less than six years from the effective time of the merger, the surviving corporation will indemnify, advance expenses to, and exculpate all past and present officers and directors of the Company (the “ indemnified persons ”) to the same extent such persons are indemnified as of the date of the merger agreement by the Company pursuant to any indemnification agreements between such persons and the Company, or the Company’s certificate of incorporation and bylaws as in effect on the date of the merger agreement. In addition, the certificate of incorporation and bylaws of the surviving corporation will contain provisions with respect to exculpation, advancement and indemnification that are at least as favorable to the indemnified persons as those contained in the Company’s certificate of incorporation and bylaws as in effect on the date of the merger agreement, which provisions will not be amended, repealed or otherwise modified for a period of not less than six years from the effective time of the merger (or longer, if a longer period is set forth in any applicable agreement with an indemnified person in effect as of the date of the merger agreement) in any manner that would adversely affect the rights thereunder of individuals who, immediately prior to the effective time of the merger, were directors, officers, employees or agents of the Company.

From the effective time of the merger until at least the sixth anniversary of the effective time of the merger, Parent and the surviving corporation will maintain in effect, for the benefit of the past and present officers and directors of the Company, the existing policy of directors’ and officers’ liability insurance maintained by the Company (the “ existing D&O policy”) as of the date of the merger agreement or policies of at least the same coverage and amounts containing terms and conditions that are no less advantageous with respect to claims arising out of or relating to events that occurred before or at the effective time of the merger to the extent that directors’ and officers’ liability insurance coverage is commercially available; provided that: (i) Parent and the surviving corporation may substitute for the existing D&O policy a policy or policies of comparable coverage, including a “tail” insurance policy so long as Parent and the surviving corporation cause such policy to be maintained in effect for a period of six years following the effective time; and (ii) the surviving corporation shall not be required to pay aggregate premiums over such six years for the existing D&O policy in excess of 300% of the amount of the current annual premium of the existing D&O policy.

If Parent, the surviving corporation or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving corporation of such consolidation or merger, or transfers all or substantially all of its properties and assets to any person or entity, then the merger agreement requires that the successors or assigns of Parent or the surviving corporation will assume the indemnification obligations described above.

Financing of the Merger

We anticipate that the total funds needed to complete the merger and the related transactions will be approximately $850 million, which will be funded by a combination of equity financing and debt financing, as described below, together with available cash on hand at each of Parent and, after consummation of the merger, the Company. This amount includes the funds needed to (1) pay stockholders the amounts due under the merger agreement, (2) make payments in respect of our outstanding equity-based awards pursuant to the merger agreement and (3) pay all fees and expenses payable by Parent and Merger Sub under the merger agreement. The merger is not conditioned on Parent’s or Merger Sub’s ability to obtain debt financing.

Equity Financing

On November 2, 2016, Parent entered into an equity commitment letter (the “ equity commitment letter ”) with certain GTCR-affiliated funds (the “ GTCR Funds ”), pursuant to which the GTCR Funds have committed to purchase, or cause the purchase of, equity and/or debt securities of the indirect parent company of Parent in an aggregate amount of up to $185 million for the purpose of allowing Parent and/or Merger Sub to fund the merger. The total amount of the equity commitment to be funded under the equity commitment letter will be reduced on a dollar-for-dollar basis, in a manner determined by the GTCR Funds, if the amounts to be funded by

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all available financing sources, including the equity commitment letter and the debt commitment letter (defined below), are in excess of the commitment obligations. The equity commitment letter provides, among other things, that the Company is an express third-party beneficiary thereof in connection with the Company’s exercise of its rights related to specific performance under the merger agreement.

Subject to specified exceptions and qualifications, the equity commitment letter terminates automatically upon the earlier of (i) the funding of the equity commitment in connection with the consummation of the merger, (ii) the valid termination of the merger agreement in accordance with its terms and (iii) the assertion by the Company or its affiliates of certain legal actions against Parent, Merger Sub, the GTCR Funds or their affiliates. The equity commitment letter may not be amended or otherwise modified without the prior written consent of Parent’s indirect parent company, Parent, the Company and the GTCR Funds.

Limited Guaranty

On November 2, 2016, the GTCR Funds and the Company entered into a limited guaranty, pursuant to which each of the GTCR Funds has agreed to, subject to the terms therein, guarantee, severally and not jointly, the payment of its applicable percentage of the Parent termination fee, if and when due pursuant to the terms and conditions of the merger agreement. The GTCR Funds and the Company have agreed that except with respect to the certain permitted claims, the Company’s remedies against the GTCR Funds under the limited guaranty are the sole and exclusive direct or indirect remedies available to the Company in respect of any liabilities or obligations arising under, or in connection with, the merger agreement and the transactions contemplated thereby, including in the event Parent or Merger Sub breaches its obligations under the merger agreement.

Debt Financing

Parent has received a debt commitment letter (the “ debt commitment letter ”), dated November 2, 2016, from Credit Suisse AG and Credit Suisse Securities (USA) LLC (together, the “ debt financing parties ”), pursuant to which the debt financing parties have committed to provide an aggregate of up to $705 million in debt financing to Parent, consisting of a first-lien term loan facility in an aggregate amount of up to $500 million, a second-lien term loan facility in an aggregate amount of up to $180 million and a first-lien revolving credit facility in an aggregate principal amount of up to $25 million (collectively, the “ debt facilities ”), in each case on the terms and subject to the conditions set forth in the debt commitment letter. Funds to be provided under the first-lien term loan facility and second-lien term loan facility may be used on the closing date to pay for a portion of the merger consideration, to refinance existing indebtedness of Parent and to pay related costs and expenses the (“ financing transactions ”). Funds to be provided under the first-lien revolving credit facility may be used for working capital and other general corporate purposes; provided, that on the closing date such funds are only available (i) to finance the financing transactions and for working capital purposes in an aggregate amount not to exceed $2.5 million and (ii) for any amount needed to fund any original issue discount or upfront fees required to be funded on the closing date due to the exercise of “market flex.”

The debt commitment letter terminates automatically upon the earlier to occur of (i) the consummation of the merger, (ii) the date of the termination of the merger agreement in accordance with its terms and (iii) five business days after the outside date, if the merger has not yet been consummated. The documentation governing the debt financing has not yet been finalized and, accordingly, the actual terms of the debt financing may differ from those described in this proxy statement. The debt facilities contemplated by the debt commitment letter include the following closing conditions:

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The debt financing parties under the debt commitment letter have agreed that upon satisfaction of the debt financing conditions they will execute the applicable financing documentation and the debt financing will occur. The debt commitment letter is not subject to due diligence or a “market out” condition, which would allow the debt financing parties not to fund their respective commitments if the financial markets are materially adversely

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affected. There is a risk that the conditions to the debt financing will not be satisfied and the debt financing may not be funded when required or that the debt financing parties will default on their commitments. As of the date of this proxy statement, no alternative financing arrangements or alternative financing plans have been made in the event the debt financing described in this proxy statement is not available as anticipated.

Subject to the terms and conditions of the merger agreement, Parent has agreed in the merger agreement to use its reasonable best efforts to obtain the debt financing on the terms and conditions described in the debt commitment letter (including any applicable “market flex” provisions). Further, Parent must keep the Company reasonably informed in respect of its efforts to consummate the debt facilities and must promptly notify the Company in the event of any breach, repudiation or default by any party to the debt commitment letter and use its reasonable best efforts to obtain and enter into definitive agreements with respect to an alternative financing, subject to the terms described in the merger agreement.

Parent has agreed to pay the debt commitment parties and their respective affiliates customary commitment, arrangement and underwriting fees.

Delisting and Deregistration of Inteliquent Common Stock

If the merger is completed, Inteliquent common stock will be removed from listing on NASDAQ and deregistered under the Exchange Act and we will no longer file periodic reports with the SEC.

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THE MERGER AGREEMENT

The summary of the material provisions of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which we incorporate by reference into this document. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you.  We encourage you to read the merger agreement carefully in its entirety.

The Merger

The merger agreement provides that, subject to the terms and conditions of the merger agreement and in accordance with Delaware law, at the effective time of the merger, Merger Sub will be merged with and into the Company and, as a result of the merger, the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation and become a wholly-owned subsidiary of Parent. As the surviving corporation, the Company will possess the rights, powers, privileges, immunities and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Sub, all as provided under Delaware law.

The closing of the merger will occur (a) as soon as practicable but in any event no later than three business days after all of the conditions set forth in the merger agreement and described under “—Conditions to the Merger” below are satisfied or waived, to the extent permitted under the merger agreement (other than any conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions), but (b) if the marketing period (as defined in the merger agreement) has not ended at the time of the satisfaction or waiver of such conditions, the closing will occur on the earlier to occur of a business day during the marketing period specified by Parent on no less than three business days’ notice to the Company and the final day of the marketing period, as the marketing period may be extended in accordance with the terms of the merger agreement, or (c) at such other time as agreed to in writing by the parties unless the merger agreement has been terminated pursuant to its terms.

The merger will become effective when the certificate of merger has been duly filed with the Delaware Secretary of State or at a later time as agreed to by the parties and specified in the certificate of merger. The merger is expected to be completed in the first half of 2017. However, the parties cannot predict the exact timing of the completion of the merger or whether the merger will be completed at an earlier or later time, as agreed by the parties, or at all.

The Merger Consideration and the Conversion of Capital Stock

At the effective time of the merger, by virtue of the merger, each share of Inteliquent common stock that is issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive $23.00 in cash, without interest and less any applicable withholding taxes, other than:

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Each share of common stock of Merger Sub that is issued and outstanding immediately prior to the effective time of the merger will be converted into and become one share of common stock, par value $0.001 per share, of the surviving corporation and will thereafter constitute the only outstanding shares of capital stock of the surviving corporation.

The price to be paid for each share of Inteliquent common stock in the merger will be adjusted appropriately to reflect the effect of any change in the outstanding shares of capital stock of the Company, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution, that occurs prior to the effective time of the merger.

Payment Procedures

Prior to the effective time of the merger, Parent and the Company will jointly select a bank or trust company reasonably satisfactory to Parent and the Company, which institution we refer to as the paying agent, for the purpose of exchanging for the merger consideration, the certificates and uncertificated shares of Inteliquent common stock. At the closing and concurrently with the filing of the certificate of merger, Parent will cause to be deposited with the paying agent the aggregate merger consideration to be paid in respect of the certificates and uncertificated shares of Inteliquent common stock (but not including any merger consideration in respect of any dissenting shares, excluded shares or Company restricted stock awards).

As promptly as practicable (but no later than the second business day) after the effective time of the merger, Parent will cause the paying agent to mail to each holder of record of Inteliquent common stock (other than the Company, its subsidiaries, and Parent and Merger Sub or any holder of restricted stock awards) a letter of transmittal together with instructions thereto. Upon surrender of a common stock certificate or of a book entry share, and in each case, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the paying agent, the holder of such shares will be entitled to receive the per share merger consideration, without interest thereon, in exchange therefor. The amount of any per share merger consideration paid to the stockholders may be reduced by any applicable withholding taxes.

If any cash deposited with the paying agent remains undistributed to holders of Inteliquent common stock one year after the effective time of the merger, such cash will be delivered to Parent, and any holder of Inteliquent common stock who has not complied with the exchange procedures in the merger agreement will thereafter look only to Parent for payment of its claim for the merger consideration, without any interest thereon.

If any stock certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such stock certificate to be lost, stolen or destroyed (and if required by the surviving corporation, the posting by such person of a bond, in such reasonable amount as the surviving corporation may direct, as indemnity against any claim that may be made against it with respect to such stock certificate), the paying agent will pay, in exchange for such affidavit, the merger consideration deliverable in respect thereof pursuant to the merger agreement without any interest thereon.

Inteliquent Representations and Warranties

The merger agreement contains representations and warranties made by the Company to Parent and Merger Sub and representations and warranties made by Parent and Merger Sub to the Company. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties in connection with negotiating the terms of the merger agreement, including information contained in a confidential disclosure letter provided by the Company to Parent in connection with the signing of the merger agreement (the “ Company disclosure letter ”) and a confidential disclosure letter provided by Parent to the Company in connection with the signing of the merger agreement (the “ Parent disclosure letter ”). The Company disclosure letter contains information that modifies, qualifies and creates exceptions to the

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representations and warranties set forth in the merger agreement. Furthermore, some of those representations and warranties may not be accurate or complete as of any particular date because they are subject to a contractual standard of materiality different from that generally applicable to public disclosures to stockholders. Moreover, certain representations and warranties in the merger agreement were used for the purpose of allocating risk between the Company and Parent rather than establishing matters as facts. Accordingly, you should not rely on the representations and warranties in the merger agreement as characterizations of the actual state of facts about the Company or Parent. This description of the representations and warranties is included to provide the Inteliquent stockholders with additional information regarding the terms of the merger agreement. It is not intended to provide any other factual information about the Company, Parent or Merger Sub.

In the merger agreement, the Company has made representations and warranties to Parent and Merger Sub with respect to, among other things:

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Many of the representations and warranties in the merger agreement made by the Company are qualified by a “materiality” or “material adverse effect on the Company” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, would, as the case may be, be material or have a material adverse effect on the Company). For purposes of the merger agreement, a “material adverse effect on the Company” means any effect that has a material adverse effect on the business, assets, results of operations or condition (financial or otherwise) on the Company and its subsidiaries or the ability of the Company to consummate the transactions contemplated by the merger agreement (including the merger).

However, the standard of “material adverse effect on the Company” generally excludes any adverse effect to the extent resulting from or arising out of:

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In the merger agreement, Parent made customary representations and warranties to the Company with respect to, among other things:

The representations and warranties contained in the merger agreement and in any certificate or other writing delivered pursuant to the merger agreement will not survive the effective time of the merger. This limit does not apply to any covenant or agreement of the parties which by its terms contemplates performance after the effective time of the merger.

Conduct of the Company’s Business During the Pendency of the Merger

Except for matters expressly contemplated or permitted by the merger agreement, set forth in the Company disclosure letter, required by law or an existing material contract or company benefit plan or agreed to in writing by Parent, from the date of the merger agreement until the effective time of the merger, the Company will, and will cause each of its subsidiaries to use reasonable best efforts to:

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In addition, except as expressly contemplated or permitted by the merger agreement, set forth in the Company disclosure letter, required by law or an existing material contract or company benefit plan or agreed to in writing by Parent, between the date of the merger agreement and the effective time of the merger, the Company will not, nor will not permit any of its subsidiaries to:

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The Stockholders Meeting

Pursuant to the terms of the merger agreement and in accordance with applicable law and the Company’s governing documents, the Company agreed to duly set a record date for, call, give notice of, convene and hold the stockholders meeting for the purpose of considering and taking action upon the adoption of the merger agreement by the Inteliquent stockholders.

Unless the Board will have effected an adverse recommendation change, the Board will make the board recommendation (as defined in the section entitled “—Inteliquent Board Recommendation”) and the Company will otherwise comply with all laws applicable to the stockholders meeting. The foregoing obligations will not be affected by the commencement, public proposal, public disclosure or communication to the Company or any other person of any alternative proposal.

Go-Shop; No-Solicitation; Competing Acquisition Proposals

Under the merger agreement, the Company, its subsidiaries and their respective representatives are permitted to, among other things, until 11:59 p.m. (Chicago time) on December 2, 2016 (the “ solicitation period end-date ”):

From and after the solicitation period end-date, except with respect to excluded parties, the Company shall, and shall cause its subsidiaries to, and instruct its and their respective representatives to:

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From the solicitation period end-date until the earlier of the termination of the merger agreement or the consummation of the merger, except as expressly permitted by the merger agreement, the Company shall not, and shall cause its subsidiaries not to, and instruct its and their respective representatives not to:

Notwithstanding the foregoing, the Company may continue to take any of the actions described in the first two bullets above, from and after the solicitation period end-date until the earlier of (A) the date on which the excluded party has terminated or withdrawn the alternative proposal made prior to the solicitation period end-date and (B) 11:59 p.m. (Chicago time) on December 13, 2016 (unless such discussions or negotiations are otherwise permitted to continue under the merger agreement).

Notwithstanding anything to the contrary contained in the merger agreement, following the receipt by the Company of a bona fide written alternative proposal after the solicitation period end-date that was not solicited in violation of the merger agreement (other than an unintentional and immaterial violation) and prior to the time the required stockholder vote is obtained if (A) the Board determines, in consultation with its legal and financial advisors, that such alternative proposal constitutes or would reasonably be expected to lead to a superior proposal and (B) the Board determines in good faith, based on the information then available and after consultation with its outside legal counsel and financial advisor, that failing to take such action would be inconsistent with its fiduciary duties under applicable law, the Company may, in response to such alternative proposal, subject to compliance with the merger agreement:

From and after the solicitation period end-date, the Company shall advise Parent of the receipt of any alternative proposal, or any inquiry with respect to, or that could reasonably be expected to lead to, any alternative proposal (in each case within two business days of receipt thereof) and specify the material terms and conditions thereof, including the identity of the third person making such alternative proposal and an unredacted copy of the alternative proposal submitted by such third person (including any materials relating to such third person’s proposed financing sources, if any). The Company shall notify Parent within two business days of any material modifications to the financial or other material terms of such alternative proposal or inquiry.

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Inteliquent Board Recommendation

Subject to the provisions described below, the Board has unanimously recommended that Inteliquent stockholders vote in favor of the adoption of the merger agreement at the stockholders meeting (the “ board recommendation ”). The Board also agreed to include the board recommendation in this proxy statement. Subject to the provisions described below, the merger agreement provides that neither the Board nor any committee of the Board will directly or indirectly:

We refer to each of the foregoing actions as an adverse recommendation change.

Notwithstanding anything to the contrary contained in the merger agreement, following the receipt by the Company of a bona fide written alternative proposal after the solicitation period end-date that was not solicited in violation of the merger agreement (other than an unintentional and immaterial violation) and prior to the time the required stockholder vote is obtained if (A) the Board determines, in consultation with its outside legal and financial advisors, that such alternative proposal constitutes or would reasonably be expected to lead to a superior proposal and (B) the Board determines in good faith, based on the information then available and after consultation with its outside legal counsel and financial advisor, that failing to take such action would be inconsistent with its fiduciary duties under applicable law, the Company may, in response to such alternative proposal, effect an adverse recommendation change and, if the Board so chooses, terminate the merger agreement. In addition, the Board will not effect an adverse recommendation change or terminate the merger agreement unless the Company first takes the following actions:

A “ superior proposal ” is a bona fide, written alternative proposal by any third person which the Board determines in good faith, in consultation with its outside legal counsel and financial advisors and considering such factors as the Board reasonably determines to be appropriate (including the identity of the third person making such alternative proposal, the conditionality (including with respect to financing) of such alternative

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proposal, the legal, tax, regulatory and other terms and conditions of such alternative proposal, the timing of such alternative proposal and the likelihood of the consummation of such alternative proposal), is on terms and conditions more favorable, from a financial point of view, to the stockholders of Inteliquent than those contemplated by the merger agreement (including after giving effect to any adjustments to the terms and conditions of the merger agreement, the debt commitment letter, the equity commitment letter and the limited guaranty, if such adjustments are proposed by Parent in accordance with the merger agreement.

Notwithstanding anything to the contrary contained in the merger agreement, the Board also may, in response to the occurrence of an intervening event prior to the time the required stockholder vote is obtained, effect an adverse recommendation change if:

An “ intervening event ” is any material event, change, effect, development or occurrence occurring or arising after the date of the merger agreement that (a) was not known to the Board as of or prior to the date of the merger agreement (or, if known, the consequences of which were not known to the Board or reasonably foreseeable as of the date of the merger agreement) and (b) does not relate to or involve an alternative proposal.

Notwithstanding the provisions described above, the merger agreement does not prohibit the Board from complying with Rule 14d-9 and Rule 14e-2(a) under the Exchange Act with regard to an alternative proposal; provided that such disclosure (other than a “stop, look and listen” communication) will not constitute an adverse recommendation change.

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Inteliquent Stock Options and Equity Awards

Inteliquent equity awards outstanding immediately prior to the effective time of the merger will be subject to the following treatment, unless otherwise agreed to by the parties;

Holders of Inteliquent equity awards at the effective time of the merger will cease to have any rights with respect to such awards other than the rights to receive the payments described above.

Inteliquent Employee Compensation and Benefits

For a period of not less than one year following the closing date (the “ Continuation Period ”), Parent will, or will cause the surviving corporation or any of their respective subsidiaries to, provide to each individual who, immediately prior to the effective time of the merger, is an employee of the Company and its subsidiaries and who continues in such capacity following the effective time of the merger (each, a “ Continuing Employee ”) (i) salary, hourly wage rate, short-term (annual or more frequent) bonus or commission opportunity and other compensation (excluding equity and equity-based awards which will remain discretionary) that are no less favorable, in the aggregate and (ii) benefits that are no less favorable, in the aggregate, in the case of clauses (i) and (ii) than those provided by Parent and its subsidiaries to similarly situated employees of Parent or such subsidiaries from time to time.

Notwithstanding any permitted amendment, termination or discretion applicable to any company benefit plan that provides for the payment of annual cash bonuses, Parent agreed to, and agreed to cause the surviving corporation and each of their respective subsidiaries to, pay bonuses to each Continuing Employee in respect of calendar year 2016 (“ Cash Bonuses ”) in accordance with the terms of the applicable company benefit plan in effect as of the date of the merger agreement at target. The Cash Bonuses will be paid by the surviving corporation at the time or times that such Cash Bonuses would normally be paid by the Company, but in no event later than March 15 of the year following the year in which the Cash Bonus was earned. Each Continuing Employee will be entitled to receive a prorated portion of the target Cash Bonus applicable to such Continuing

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Employee in the event that such Continuing Employee’s employment is terminated without cause or such Continuing Employee resigns for good reason prior to the date the Cash Bonuses are paid (provided that the provisions of this sentence shall not result in the duplication of bonus payments to any Continuing Employee), such prorated Cash Bonus to be payable promptly following the date of such termination.

Parent shall, and shall cause the surviving corporation to, during the Continuation Period, (i) honor any severance, change in control and similar agreements, in each case, in effect as of the date of the merger agreement and (ii) provide severance to any Continuing Employee who shall be terminated without cause during the Continuation Period in such amounts and on such terms and conditions that are no less favorable than would have been provided by the Company or its subsidiaries prior to the effective time of the merger or, if greater, consistent with Parent’s severance program as applied to similarly situated employees of Parent or its subsidiaries from time to time.

If requested in writing by Parent to the Company at least five business days prior to the closing date, the Company and its subsidiaries will adopt written resolutions of the Board to terminate, effective no later than the day immediately preceding the date on which the Company becomes a member of the same “Controlled Group of Corporations” (as defined in Section 414(b) of the Internal Revenue Code of 1986, as amended (the “ Code ”)) as Parent, any company benefit plan intended to qualify under Section 401(a) of the Code that contains a cash or deferred arrangement under Section 401(k) of the Code.

Parent will, and will cause the surviving corporation to, honor the Company’s retention program providing for the payment of retention bonuses to certain Continuing Employees in connection with the merger for the purpose of retaining the services of such Continuing Employees, on the terms set forth in the Company disclosure letter (the “ retention program ”). Following the effective time of the merger, the surviving corporation and/or Parent will pay or cause to be paid the retention bonuses pursuant to the retention program, to certain Continuing Employees in connection with the merger for the purpose of retaining the services of such Continuing Employees.

For all purposes under all employee benefit plans of Parent, the surviving corporation and their respective subsidiaries providing benefits to any Continuing Employee after the effective time of the merger (the “ New Plans ”), each Continuing Employee will receive full credit for such Continuing Employee’s years of service with the Company and its subsidiaries before the effective time of the merger (including predecessor or acquired entities or any other entities for which the Company and its subsidiaries have given credit for prior service), to the same extent as such Continuing Employee was entitled, prior to the effective time of the merger, to credit for such service under any similar or comparable company benefit plan (except to the extent such credit would result in a duplication of accrual of benefits). In addition, where applicable, and without limiting the generality of the foregoing, (i) at the effective time of the merger, each Continuing Employee immediately will be eligible to participate, without any waiting time, in each New Plan to the extent such waiting time was satisfied under a similar or comparable company benefit plan in which such Continuing Employee participated immediately prior to the effective time of the merger (such plans, collectively, the “ Old Plans ”); (ii) subject to any required approval of the applicable insurer, which Parent agrees to use or cause the surviving corporation or any subsidiaries to use, reasonable best efforts to obtain, Parent will cause all pre-existing condition exclusions or limitations and actively-at-work requirements of each New Plan to be waived or satisfied for such Continuing Employee and his or her covered dependents to the extent waived or satisfied under the analogous Old Plan as of the effective time of the merger; and (iii) Parent will cause all eligible expenses incurred by each Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

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With respect to any accrued but unused paid time off to which any Continuing Employee is entitled pursuant to the paid time off policy applicable to such Continuing Employee immediately prior to the effective time of the merger, Parent shall, or shall cause the surviving corporation or any of their respective subsidiaries to, allow such Continuing Employee to use such accrued paid time off in a manner and on such terms and conditions that are consistent with Parent’s paid time off policy as applied to similarly situated employees of Parent or its subsidiaries from time to time from and after the effective time of the merger.

Other Covenants and Agreements

State Takeover Laws . If any takeover statute is or becomes applicable to the merger agreement, the merger or the other transactions contemplated by the merger agreement, each of Parent, the Company and their respective boards of directors shall use reasonable best efforts (a) to ensure that such transactions may be consummated as promptly as practicable upon the terms and subject to the conditions set forth in the merger agreement and (b) to otherwise act to eliminate or minimize the effects of such takeover statute.

Public Announcements . Parent and the Company shall consult with each other before issuing any press release or otherwise making any public statements about the merger agreement or any of the transactions contemplated by the merger agreement. Neither Parent nor the Company shall issue any such press release or make any such public statement prior to such consultation, except to the extent required by applicable law or rules of NASDAQ, in which case that party shall use its reasonable best efforts to consult with the other party before issuing any such release or making any such public statement. However, no party’s consent is required, and no party is required to consult with any other party in connection with, or provide any other party an opportunity to review or comment upon, any press release or other public statement or comment to be issued or made with respect to any alternative proposal, an adverse recommendation change or with respect to certain other actions under the merger agreement. Notwithstanding the foregoing, without the prior consent of the other parties, the Company may (a) communicate with customers, vendors, suppliers, financial analysts, investors and media representatives in a manner consistent with its past practice in compliance with applicable law to the extent such communications are consistent with information included in a press release or other document previously approved for external distribution by Parent and (b) issue public statements or disseminate information to the extent solely related to the operation of the business of the Company or its subsidiaries. Each of Parent and the Company will issue a separate (but mutually agreed upon) press release announcing the execution of the merger agreement.

Litigation . The Company will control and defend all stockholder litigation against the Company, any of its subsidiaries or any of the directors or officers of the Company or its subsidiaries, in each case, arising out of, in connection with, or relating to the merger agreement or the transactions contemplated thereby, including the merger (collectively, the “ Shareholder Litigation ”). However, Parent will, at its expense, have the right to participate in such proceedings. The Company shall obtain the prior written consent of Parent before entering into any settlement, understanding or other agreement relating to the Shareholder Litigation.

Conduct of Business of Parent . Until the effective time of the merger, Parent shall not, and shall not permit Merger Sub or any of its other subsidiaries or HSR Affiliates (as defined in the merger agreement) to, without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), enter into, or permit any subsidiary or HSR Affiliate to enter into, any definitive agreement to acquire, by merger, consolidation, acquisition of equity interests or assets or otherwise, any Person if the entering into of a definitive agreement relating to, or the consummation of, such acquisition, merger, consolidation, acquisition of equity interests or assets or otherwise, would reasonably be expected to (A) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any FCC consents and state PUC consents or the expiration or termination of the waiting period under the HSR Act, (B) materially increase the risk of any governmental authority seeking or entering an order prohibiting the consummation of the transactions contemplated by the merger agreement or imposing material conditions on any such authorization, consent, order, declaration or approval of any governmental authority necessary for the consummation of the transactions

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contemplated by the merger agreement or (C) materially delay or prevent the consummation of the transactions contemplated by the merger agreement. With respect to transactions for total consideration of less than $100 million, Parent may rely upon good faith advice of outside regulatory counsel with respect to the foregoing matters and shall not have liability under the merger agreement to the extent acting in good faith upon such advice.

Access to Information; Confidentiality . From the date of the merger agreement until the effective time of the merger, the Company shall, and shall cause its subsidiaries to, (i) provide to Parent, the lenders and their respective representatives reasonable access at reasonable times, upon prior notice to the Company, to the officers, employees, properties, books and records of the Company and its subsidiaries, and (ii) furnish such information concerning the Company and its subsidiaries as Parent, the lenders or their respective representatives or its representatives may reasonably request. Notwithstanding the foregoing, the Company shall not be required to provide such access if the Company reasonably determines that it would cause significant risk of (A) disrupting or impairing the business or operations of the Company or any of its subsidiaries, (B) constituting a violation of any contract with respect to confidentiality or non-disclosure owing to a third party (including any Governmental Authority) to which the Company or any of its subsidiaries is a party, (C) constituting a violation of any applicable law, (D) disclosure of any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or other confidential business information, (E) to the extent such information relates to individual performance or personnel evaluation records, medical histories or other personnel information, subjecting the Company or any of its subsidiaries to potential liability or (F) resulting in a waiver of attorney-client privilege, work product doctrine or similar privilege; provided, however, that the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not result in such violation, disclosure or loss of privilege.

Nothing contained in the merger agreement shall give Parent, directly or indirectly, rights to conduct or cause to be conducted any environmental investigation or other intrusive testing of the current or former operations or facilities of the Company or any of its subsidiaries without the express prior written consent of the Company in its sole discretion.

Nothing contained in the merger agreement shall give Parent, directly or indirectly, rights to control or direct the Company’s or its subsidiaries’ operations before the effective time of the merger. Before the effective time of the merger, the Company shall, consistent with the terms and conditions of the merger agreement, exercise complete control and supervision over the operations of the Company and its subsidiaries.

Notwithstanding the foregoing, any access to the properties of the Company or any of its subsidiaries granted pursuant to the merger agreement shall be subject to the Company’s reasonable security measures and reasonable insurance requirements.

No investigation or information provided pursuant to the merger agreement shall affect any representation or warranty of the Company in the merger agreement or any condition to the obligations of the parties in the merger agreement.

Directors’ and Officers’ Indemnification and Insurance . Parent and the surviving corporation shall cause all rights to indemnification, advancement of expenses and exculpation now existing in favor of any present or former director, officer or employee of the Company or any of its subsidiaries and the fiduciaries of any company benefit plans (the “Indemnified Parties”) as provided in the company organizational documents, in the comparable organizational document of any of the Company’s subsidiaries, or in any contract between an Indemnified Party and the Company or one of its subsidiaries in effect on the date of the merger agreement and, in the case of such contracts, listed on the Company disclosure letter, to survive the merger and to continue in full force and effect (and shall not be amended, repealed or otherwise modified in a manner that would adversely affect any rights thereunder or hereunder or any Indemnified Party) for a period of not less than six years after the effective time of the merger or, if longer, for such period as is set forth in any applicable agreement with an Indemnified Party in effect on the date of the merger agreement.

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Parent and the surviving corporation shall, jointly and severally, indemnify all Indemnified Parties to the fullest extent permitted by applicable law and the company organizational documents (or in the comparable organizational document of any of the Company’s subsidiaries) with respect to all acts and omissions prior to the effective time of the merger arising out of or relating to their service as directors, officers or employees of the Company, its subsidiaries or another Person, if such Indemnified Party is or was serving as a director, officer or employee of such other Person at the request of the Company or Parent, or fiduciaries of the company benefit plans, whether asserted or claimed at or after or occurring before the effective time of the merger (including in connection with the negotiation and execution of the merger agreement and the consummation of the transactions contemplated by the merger agreement). If any Indemnified Party is or becomes involved in any legal action in connection with any matter subject to indemnification hereunder, Parent and the surviving corporation shall, jointly and severally, advance as incurred any damages out of or incurred in connection with such legal action, subject to Parent’s or the surviving corporation’s, as applicable, receipt of an undertaking in customary form by or on behalf of such Indemnified Party to repay such damages if it is ultimately determined under applicable law or the company organizational documents (or in the comparable organizational document of any of the Company’s subsidiaries) that such Indemnified Party is not entitled to be indemnified. In the event of any such legal action, (i) each of Parent and the surviving corporation shall cooperate with the Indemnified Party in the defense of any such legal action and (ii) neither Parent nor the surviving corporation shall settle, compromise or consent to the entry of any judgment in any legal action pending or threatened in writing to which an Indemnified Party is a party (and in respect of which indemnification could reasonably be expected to be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such legal action or such Indemnified Party otherwise consents in writing.

Parent and the surviving corporation shall, jointly and severally, maintain in effect for at least six years after the effective time of the merger the current policies of directors’ and officers’ liability insurance maintained by the Company or policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous with respect to claims arising out of or relating to events which occurred before or at the effective time of the merger (including in connection with the negotiation and execution of the merger agreement and the consummation of the transactions contemplated by the merger agreement) so long as Parent and the surviving corporation are not required to pay in the aggregate an annual premium in excess of 300% of the last annual premium paid by the Company for such insurance before the date of the merger agreement (such 300% amount being the “Maximum Premium”). If Parent or the surviving corporation are unable to obtain the insurance described in the prior sentence for an amount less than or equal to the Maximum Premium, Parent and the surviving corporation shall, jointly and severally, instead obtain as much comparable insurance as possible for an annual premium equal to the Maximum Premium. Notwithstanding the foregoing, in lieu of the arrangements contemplated by the merger agreement, before the effective time of the merger, the Company shall be entitled to (and, at Parent’s request, the Company shall) purchase a “tail” directors’ and officers’ liability insurance policy covering the matters described in the merger agreement for an amount not to exceed the Maximum Premium and, if the Company purchases such a policy before the effective time of the merger, Parent and the surviving corporation’s obligations under the merger agreement shall be satisfied so long as Parent and the surviving corporation cause such policy to be maintained in effect for a period of six years following the effective time of the merger.

Pursuant to the merger agreement, Parent acknowledges that the Indemnified Parties may have certain rights to indemnification, advancement of expenses and/or insurance provided by other Persons. Parent agrees (i) that Parent and the surviving corporation are the indemnitor of first resort (i.e., their obligations to the Indemnified Parties are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any such Indemnified Party are secondary), (ii) that Parent and the surviving corporation shall be required to advance the full amount of expenses incurred by any such Indemnified Party and shall be liable for the full indemnifiable amounts, without regard to any rights any such Indemnified Party may have against any such other Person and (iii) that Parent irrevocably waives, relinquishes and releases (and shall cause the surviving corporation to irrevocably waive, relinquish and release) such other

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Persons from any and all claims against any such other Persons for contribution, subrogation or any other recovery of any kind in respect thereof. Additionally, each of Parent and surviving corporation further agrees that no advancement or payment by any of such other Persons on behalf of any such Indemnified Party with respect to any claim for which such Indemnified Party has sought indemnification from the surviving corporation shall affect the foregoing and such other Persons shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Party against the surviving corporation.

The covenants contained in the merger agreement are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. The Surviving Corporation shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in the merger agreement, except to the extent that it is ultimately determined by a Governmental Authority with valid jurisdiction that such Indemnified Party is not entitled to be indemnified pursuant to this Agreement.

In the event that Parent or the surviving corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent and the surviving corporation shall take all necessary action so that the successors or assigns of Parent or the surviving corporation, as the case may be, shall succeed to the obligations set forth in the merger agreement.

Financing Efforts. Parent has agreed to use its reasonable best efforts to consummate the debt financing no later than the closing date of the merger, including using commercially reasonable efforts to: (i) maintain in effect the debt commitment letter; (ii) negotiate and enter into debt financing documents consistent with the terms and conditions contained in the debt commitment letter or such other terms that would not be prohibited by the merger agreement; (iii) satisfy on a timely basis all conditions applicable to it as set forth in the debt commitment letters; and (iv) consummate the debt financing upon the satisfaction of the conditions set forth in the debt commitment letter.

The Company has also agreed to use its reasonable best efforts to provide such cooperation that is reasonably and customarily requested by Parent to assist Parent in connection with the debt financing, including: (i) participation in, and assistance with, as applicable, the marketing efforts related to the debt financing; (ii) delivery to Parent and the debt financing parties of certain financial information and deliverables; (iii) assisting Parent in obtaining corporate and facilities ratings in connection with the debt facilities; (iv) delivering such due diligence materials as are reasonably available to it and as are reasonably requested by Parent and customarily delivered in connection with the marketing materials; (v) assisting in the negotiation, execution and delivery of definitive financing documents for the debt facilities; and (vi) taking such actions as are reasonably requested by Parent to permit the consummation of the debt facilities on the closing date.

Reasonable Best Efforts

Each of Parent and the Company shall, and each of Parent and the Company shall cause each of its respective HSR Affiliates to, use its reasonable best efforts to promptly: (i) obtain any consents, approvals or other authorizations or waivers from, and make any filings and notifications required by, any governmental authority or other person reasonably requested by Parent in connection with the transactions contemplated by the merger agreement, including under any contract to which Parent or the Company (as reasonably requested by Parent) or any of their respective subsidiaries (in the case of subsidiaries of the Company, as reasonably requested by Parent) is a party or by which their respective properties or assets may be bound, (ii) make any other submissions either required or deemed appropriate by either Parent or the Company, in connection with the transactions contemplated by the merger agreement, including under the Securities Act, the Exchange Act, the

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HSR Act, the DGCL, communications laws, rules and regulations of NASDAQ and any other applicable law, (iii) take or cause to be taken all other actions necessary, appropriate or advisable consistent with the merger agreement to (A) cause the expiration of the applicable waiting periods, (B) remove, mitigate or limit any material conditions that may be imposed by the FCC, a state PUC, or any other governmental authority on any such authorization, consent, order, declaration or approval of, or ability to contract with, any governmental authority necessary for the consummation of the transactions contemplated by the merger agreement or (C) obtain receipt of required consents, approvals or authorizations, including the FCC consents and state PUC consents, as applicable, under communications laws as soon as practicable, (iv) defend any legal actions, whether judicial or administrative, challenging the merger agreement or the consummation of the transactions contemplated by the merger agreement, until the entry of a judgment on the merits in such legal action by a court or other governmental authority of competent jurisdiction (whether such judgment is appealable or not) and (v) execute and deliver any additional documents or instruments necessary to consummate the transactions and to fully carry out the purposes of the merger agreement. Parent and the Company shall cooperate and consult with each other in connection with the making of all such filings and notifications. Neither Parent nor the Company shall extend any statutory deadline or waiting period or consent to any voluntary delay of the consummation of the transactions contemplated by the merger agreement at the behest of any governmental authority without the consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed).

As promptly as practicable after the date of the merger agreement and in any event no later than ten business days after the date of the merger agreement, each of Parent and the Company shall file any notification and report forms and related material required to be filed by it with the FTC and the Antitrust Division, as applicable, to request early termination of the applicable waiting period under the HSR Act with respect to the transactions contemplated by the merger agreement, and shall promptly make any further filings pursuant thereto that may be necessary, appropriate or advisable. Each of Parent and the Company filed their notification forms with the FTC and the Antitrust Division under the HSR Act on November 15, 2016, and, in accordance with the merger agreement, each requested “early termination” of the waiting period.

As promptly as practicable after the date of the merger agreement and in any event no later than ten business days after the date of the merger agreement, each of Parent and the Company shall make all notifications and other filings required or appropriate under communications laws or any other regulatory law (including all required or appropriate notifications, registrations, applications and other filings to or with the FCC, foreign regulatory authorities or state PUCs, including those requesting the FCC consents and state PUC consents). Each of Parent and the Company filed applications seeking FCC approval for the transfer of the Company, and filed applications and formal notices with the relevant state PUCs concerning the change in control and/or the debt financing, in November 2016. Such applications are subject to public comment and objection from third parties.

In the event that any petition for reconsideration or appeal is filed, the Company and Parent will cooperate and use their respective reasonable best efforts to oppose or contest any such petition or appeal. In the event that the FCC or any state PUC seeks to impose material conditions on the approval of the transactions contemplated by the merger agreement, the Company and Parent will cooperate and use their respective reasonable best efforts to oppose, mitigate or limit any such material condition. In the event that the FCC or any state PUC issues a decision rescinding any permit, the parties will cooperate and use their respective reasonable best efforts to seek reconsideration and to appeal such decision. In the event that, notwithstanding the cooperation and reasonable best efforts of the Company and Parent, the FCC or any state PUC rescinds any permit by a final order as to which no further reconsideration or appeal is available, the Company and Parent agree to cooperate to comply with such final order with the plan of action for that compliance to be mutually agreed upon by the Company and Parent.

Each of Parent and the Company shall, and subject to any restrictions under any law, shall cause its HSR Affiliates to, promptly inform the other party upon receipt of any communication from any governmental authority regarding any of the transactions contemplated by the merger agreement. If Parent or the Company (or any of their respective HSR Affiliates) receives a request for information from any governmental authority that is

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related to the transactions contemplated by the merger agreement, then such party shall endeavor in good faith to make, or cause to be made, to the extent practicable and after consultation with the other party, an appropriate response to such request. Prior to delivery of such response, to the extent practicable, such party shall provide the other party with a reasonable opportunity to review and comment on such response. No party shall participate in any substantive meeting, or engage in any substantive conversation, with any governmental authority without giving the other party prior notice of such meeting or conversation and, unless prohibited by such governmental authority, the opportunity to attend or participate. Parent shall advise the Company promptly of any understandings, undertakings or agreements (oral or written) which Parent proposes to make or enter into with any governmental authority in connection with the transactions contemplated by the merger agreement. In furtherance and not in limitation of the foregoing, Parent shall use its reasonable best efforts to resolve any objections that may be asserted with respect to the transactions contemplated by the merger agreement under any antitrust, competition or trade regulatory law as promptly as practicable.

Under the merger agreement and in accordance with applicable law, each of the parties to the merger agreement shall, and shall cause its controlled Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, appropriate or advisable to cause the conditions set forth in the merger agreement to be satisfied and to consummate the transactions contemplated by the merger agreement as promptly as reasonably practicable.

Conditions to the Merger

The obligations of the Company, Parent and Merger Sub, as applicable, to consummate the merger are subject to the satisfaction or waiver of certain conditions, including, among other conditions, the following:

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Termination of the Merger Agreement

The Company and Parent may terminate the merger agreement by mutual written consent at any time before the consummation of the merger, notwithstanding the adoption of the merger agreement by the Inteliquent stockholders. In addition, either Parent or the Company may terminate the merger agreement at any time before the consummation of the merger if:

Parent may also terminate the merger agreement if:

The Company may also terminate the merger agreement if:

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Termination Fees and Expenses

If the merger agreement is terminated, it will be of no further force or effect without liability of any party to each other party to the merger agreement. No such termination will relieve any party of any liability for any Fraud or material and intentional (a) failure to perform its covenants, obligations or agreements contained in the merger agreement or (b) breach by any party of its covenants, representations or warranties contained in the merger agreement.

“ Fraud ” means actual and intentional fraud by a party to the merger agreement with respect to the making of any representation or warranty in the merger agreement (as applicable); provided, that such actual and intentional only be deemed to exist if a party to the merger agreement had actual knowledge (as opposed to imputed or constructive knowledge) that the representations and warranties made by such party pursuant to the merger agreement in the case of the Company (as qualified by the Company disclosure letter or the Company SEC Reports) or in the case of Parent and Merger Sub (as qualified by the Parent disclosure letter), were actually breached when made, with the express intention that the other party rely thereon to its detriment.

Except as expressly set forth in the merger agreement, all costs and expenses incurred in connection with the merger agreement will be paid by the party incurring such costs and expenses; provided that Parent will pay all filing fees payable pursuant to the HSR Act or any applicable foreign antitrust or competition law.

If the merger agreement is terminated:

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The Company and Parent acknowledged in the merger agreement that the covenants and obligations contained in the provisions regarding the termination fees are an integral part of the transactions contemplated by the merger agreement and that, without those covenants and obligations, the parties would not have entered into the merger agreement.

The Company and Parent acknowledged in the merger agreement that the Company termination fee and the Parent termination fee will be payable by the Company or Parent, as applicable, on only on occasion.

Governing Law

The merger agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such state.

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CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following summarizes certain material U.S. federal income tax considerations of the merger that are generally applicable to stockholders of Inteliquent. The following discussion is based upon the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “ Code ”), and existing administrative rulings and court decisions, all of which are subject to change, possibly with retroactive effect and to differing interpretations. Any change could affect the validity of the following discussion. There can be no assurance that the Internal Revenue Service (the “ IRS ”) will not challenge one or more of the tax considerations described herein.

This discussion does not address all aspects of U.S. federal income taxation that may be relevant to stockholders in light of their particular circumstances nor does it address any aspects of U.S. state, local or non-U.S. taxes or the alternative minimum tax. This discussion also does not address any special tax rules applicable to particular stockholders such as stockholders that are financial institutions, tax-exempt organizations, insurance companies, dealers in securities or traders in securities that elect to use a mark-to-market method of accounting, stockholders who acquired their shares of Inteliquent common stock pursuant to the exercise of compensatory stock options or otherwise in connection with the performance of services, U.S. Holders (as defined below) that have a functional currency other than the U.S. dollar, U.S. expatriates, certain former citizens or long-term residents of the United States, any person who receives consideration other than cash in the merger (or any transaction related thereto) and stockholders who hold their shares of Inteliquent common stock as part of a hedge, straddle or other risk reduction, constructive sale or conversion transaction. This discussion assumes the shares of Inteliquent common stock are held as capital assets within the meaning of Section 1221 of the Code. In addition, the following discussion does not address non-income tax consequences or the tax consequences of transactions effectuated prior or subsequent to, or concurrently with, the merger (whether or not any such transactions are undertaken in connection with the merger).

For purposes of this discussion, a “U.S. Holder” means a stockholder that is (i) a citizen or individual resident of the United States, (ii) a corporation or an entity treated as a corporation for U.S. federal income tax purposes created or organized in or under the laws of the United States or any state or the District of Columbia or otherwise treated as such for U.S. federal income tax purposes, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust (a) the administration over which a U.S. court can exercise primary supervision and all of the substantial decisions of which one or more U.S. persons have the authority to control, or (b) that has a valid election in effect under the applicable Treasury Regulations to be treated as a U.S. person under the Code. A “Non-U.S. Holder” is any stockholder that is an individual or a corporation for U.S. federal income tax purposes and is not a U.S. Holder.

If a partner of a partnership or owner of another type of tax flow-through entity is the owner of shares of Inteliquent common stock, the tax treatment of the partner or owner will depend upon the status of the partner or owner and the activities of the partnership or other entity. Accordingly, partnerships and other flow-through entities that hold shares of Inteliquent common stock and partners or owners of such partnerships or other entities, as applicable, should consult their own tax advisors.

HOLDERS OF SHARES OF INTELIQUENT COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER, INCLUDING THE APPLICABLE FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES TO THEM.

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U.S. Holders

Taxable Sale of Shares of Inteliquent Common Stock

In General

The merger will be a taxable transaction for U.S. Holders. A U.S. Holder will recognize gain or loss equal to the difference between the amount of cash received and the U.S. Holder’s adjusted tax basis in the surrendered shares of Inteliquent common stock. A U.S. Holder’s adjusted tax basis in the shares of Inteliquent common stock is generally the amount paid for such shares of Inteliquent common stock (less the amount of any distribution received by such holder treated as a tax-free return of capital). Such gain or loss will be capital gain or loss, and any such gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the shares of Inteliquent common stock is greater than one year as of the closing. If the U.S. Holder’s holding period for the shares of Inteliquent common stock is one year or less at the time of the closing, any such gain will be treated as short-term capital gain and U.S. Holders could be subject to tax on their gain at rates as high as the rates applicable to ordinary income. The deductibility of capital losses is subject to limitations.

The gain or loss on the disposition of the shares of Inteliquent common stock must be calculated separately for each block of shares of Inteliquent common stock ( i.e. , shares of Inteliquent common stock acquired at the same time in a single transaction). U.S. Holders who own separate blocks of shares of Inteliquent common stock should consult their tax advisors with respect to these rules.

Tax on Net Investment Income

A 3.8% tax is imposed on some of all of the net investment income of certain individual U.S. Holders with a modified adjusted gross income of over $200,000 ($250,000 in the case of joint filers) and the undistributed net investment income of certain U.S. Holders that are estates and trusts. For these purposes, “net investment income” generally will include any gain recognized from the surrender of a U.S. Holder’s shares of Inteliquent common stock in the merger, less certain deductions.

Backup Withholding

In order to avoid “backup withholding” of U.S. federal income tax on payments to U.S. Holders, unless an exception applies, each U.S. Holder must provide such U.S. Holder’s correct taxpayer identification number (“TIN”) on the IRS Form W-9 (or substitute or successor form) included with the letter of transmittal and certify under penalties of perjury that such number is correct and that such U.S. Holder is not subject to backup withholding. If a U.S. Holder fails to provide the correct TIN or certification, payments received may be subject to backup withholding, currently at a 28% rate. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is properly furnished to the IRS on a timely basis or (2) the Non-U.S. Holder is an individual who was present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met, in which case the Non-U.S. Holder generally will be subject to U.S. federal income tax on the gain derived from the merger at a rate of 30%.

Non-U.S. Holders