Covad Communications Group Inc.

Gary Hoffman, the brother of our Chief Executive Officer, Charles E. Hoffman, is employed by Covad. In 2006, Gary Hoffman received $80,594 of base salary and $45,526 of sales commissions. Our agreement with TelePacific was not approved by the Audit Committee because Mr. Jalkut was not a member of our Board of Directors when it was entered into in November of 1999. The agreement had an initial one-year term and provides that after that initial period it can be terminated by either one of the parties with thirty days advance notice. Our decision to hire Gary Hoffman was not approved by the Audit Committee because there was no policy in effect requiring his approval when he was hired in January of 2002. The board of directors, including the members of the Audit Committee, has been informed of these relationships. We believe these transactions were negotiated on an arms-length basis and contain terms which are comparable to transactions that would likely be negotiated with unrelated parties.

Brett Flinchum manages Covad's Operations organization which includes Customer Operations, Network Services and Technology, Software and Information Systems, and Project Management. Since joining Covad in 1999, Mr. Flinchum has held increasingly senior management positions in customer operations and strategic planning. During his tenure, Mr. Flinchum led the team that established the first working line-sharing DSL service in the U.S. and led Covad's first-to-market consumer ADSL offering. Prior to Covad, Mr. Flinchum served as part of a change management, turn-around organization at U.S. West, now Qwest Communications, where he was responsible for re-architecting the business, repositioning the cost structure, and improving customer satisfaction. Prior to U.S. West, Mr. Flinchum was with First Union Corporation, now Wachovia, First Citizens Bank, and IBM. Mr. Flinchum holds a BA in Economics from Davidson College, North Carolina, and an MBA from the Fuqua School of Business at Duke University.

Cornelia Pool is responsible for Covad's information technology strategy, ensuring that Covad optimizes its investment in IT and enables the transformation of the business through high levels of automation. Ms. Pool has responsibility for the Covad Software organization and Corporate Services department. Ms. Pool comes to Covad with almost two decade's experience in information technology and has gained a wide variety of expertise in all elements of the systems lifecycle from strategy through implementation and operations. Prior to joining Covad in 2000, Ms. Pool served on a team that implemented an information management system that enabled order-to-cash systems for a Virtual ISP provider, Laserlink.net Inc. Before joining Laserlink.net, Ms Pool spent eleven years in the Information Technology sector in South Africa. She implemented POS and replenishment systems for Pep, Southern Africa's best known chain of retail stores with over 1000 stores, and managed software solutions for Bonita, now Parmalat South Africa. She spent her early career with the Western Cape Provincial Administration working on Hospital Systems on mainframes and implemented first generation client-server solutions. She also developed most of the systems for Government Motor Vehicles Department of which some were used nationwide. Ms. Pool attended Technikon Free State (now Central University of Technology, Free State) in South Africa.

Claude Tolbert joined Covad in 1999 as a director in Corporate Development. He was made Vice President of Corporate Services in September 2003 and became our Senior Vice President, Strategic Priorities and Execution in March 2005. Mr. Tolbert s employment with Covad ceased on February 1, 2008, as part of a realignment of the business.

With more than 20 years of sales and general management experience in the telecommunications industry, Tim Gaines is a pioneer in the VoIP space and a proven leader in building and managing high-powered sales organizations and in developing successful distribution relationships with premier partners. Mr. Gaines is currently responsible for all direct sales channels, including field sales, telesales, major accounts, agent/dealer programs, and sales support and engineering. Prior to Covad, Mr. Gaines served as Vice President, Sales at GoBeam, a leading provider of VoIP solutions for small and mid-sized businesses, now Covad VoIP services. Previously, Mr. Gaines served as regional director and general manager for a U.S. subsidiary of Fujitsu, where he developed and drove the growth of the PBX switching systems business in the U.S. In addition, Tim has held senior management posts with StarVox and PictureTel Technology Corporation, where he was a primary architect of a high-growth distribution strategy that contributed to PictureTel's recognition as one of the 100 fastest growing companies in the U.S. (1992 to 1996). Mr. Gaines received a BS in Business Administration from California State University, Sacramento.

Jake Heinz is responsible for all of Covad's cross-functional VoIP activities to ensure that Covad VoIP provides a consistently stable and high-quality product to all VoIP customers. He directs implementation of VoIP product enhancements, leads relationships with VoIP vendors, and initiates improvements in our VoIP customer and partner processes. Mr. Heinz previously managed Covad's Customer Operations organization in Herndon, VA which includes VoIP Support, VoIP Provisioning, Hosted Services and LPV Operations. Mr. Heinz joined Covad in 2002 and prior to the Covad's acquisition of the VoIP provider GoBeam he held positions within the Customer Operations leadership team over portions of the broadband access business. During this time he architected the restructuring of the operational team for the Covad Direct business to provide an enhanced customer experience and increased cost effectiveness. Prior to Covad, Mr. Heinz served as the Network Operations Director for Gemini Networks, a privately held communications company where he was responsible for the core network infrastructure, customer experience and portions of the network build. His telecommunications experience also includes management roles at several start up networking companies and at MCI's data networking center in Cary, North Carolina. Mr. Heinz received a bachelors of science in Electrical Engineering from the United States Naval Academy and served five years of active duty as a commissioned Naval Officer.

Lee Gopadze oversees the sales, marketing, product development, and operations of Covad's Wireless business unit. Lee Gopadze has had an active and varied career in wireless telecommunications since the early days of cellular. He has held a variety of senior executive positions in Marketing, Sales and Operations at the wireless subsidiaries of Metromedia Telecommunications (CellularOne), Southwestern Bell, and AirTouch Communications (PacTel Teletrac).

William Ferraiuolo oversees Covad's wholesale, reseller and strategic partner programs, which together account for 70 percent of total company revenues. Mr. Ferraiuolo is responsible for driving sales growth by developing and managing key strategic relationships and high-volume consumer and enterprise partnerships. Prior to Covad, Mr. Ferraiuolo served in various senior management positions with EMC, most recently as Director of Global Business Operations.

Charles McMinn is one of our founders and has been the Chairman of the Board of Directors since October 2000. Mr. McMinn previously served as our Chairman of the Board of Directors from July 1998 to September 1999. He served as our President, Chief Executive Officer and as a member of the Board of Directors from October 1996 to July 1998. Mr. McMinn has over 20 years of experience in creating, financing, operating and advising high technology companies. From November of 1999 to October 2000, Mr. McMinn served as Chief Executive Officer and is a founder of Certive Corporation. From July 1995 to October 1996, and from August 1993 to June 1994, Mr. McMinn managed his own consulting firm, Cefac Consulting, which focused on strategic consulting for information technology and communications businesses. From June 1994 to November 1995, he served as Principal, Strategy Discipline, at Gemini Consulting. From August 1992 to June 1993, he served as President and Chief Executive Officer of Visioneer Communications, Inc. and from October 1985 to June 1992 was a general partner at InterWest Partners, a venture capital firm. Mr. McMinn began his Silicon Valley career as the product manager for the 8086 microprocessor at Intel. He is also a member of the board of directors of Vineyard 29, LLC, the St. Helena Hospital Foundation and Appellation St. Helena.

Clarence L. Irving, Jr. has been a member of our board of directors since July 2000. He has been President and Chief Executive Officer of Irving Information Group, a consulting services firm, since October 1999 and has served as a director of Covad Communications Group, Inc. since April 1999. Covad owns and operates the largest national broadband network, and is a leading supplier of facilities-based provider of data, voice, and wireless telecommunications solutions for small and medium-sized businesses. Covad is also a key supplier of high-bandwidth access for telecommunications services providers like EarthLink, AOL, and AT&T. On August 15, 2002, Covad Communications Group, Inc. filed a voluntary petition for relief under Chapter 11 of the Federal bankruptcy code in the United States Bankruptcy Court for the District of Delaware. Mr. Irving served as Assistant Secretary of Commerce to the United States Department of Commerce from June 1993 to October 1999.

Ms. Leonard is a Senior Vice President of Orange Business Services (part of the France Telecom Group), which is a Covad customer. During 2006, Covad recognized $432,000 in revenue from Orange Business Services.

Array

A distinguished executive with rich experience in advanced IP services, voice and wireless telecommunications, Ms. Hook is responsible for leading NeuStar's operations as they continue to grow and expand worldwide. She also leads NeuStar's exploration of opportunities in IP-based communications, mobile data, and computer telephony convergence. Prior to joining NeuStar, Ms. Hook spent the majority of her career at AOL and Time Warner in a variety of executive-level posts, including president of AOL Broadband, Premium and Developer Services, AOL Anywhere, and AOL Mobile franchises, and chief operating officer of Time Warner Telecommunications. Ms. Hook has also been partner at Brera Capital Partners LLC, and managing director at Alpine Capital Group LLC. In addition, she served as legal adviser to the Chairman of the Federal Communications Commission (FCC), and was senior attorney at Viacom. In the year prior to joining NeuStar, Ms. Hook was president and chief executive officer of SunRocket, Inc., a Virginia-based voice over IP (VoIP) service provider. Ms. Hook holds a bachelor's degree from Duke University and a J.D. from the Dickinson School of Law at Pennsylvania State University.