INTELIQUENT, INC. (NASDAQ:IQNT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

As contemplated by the previously announced Agreement and Plan of
Merger, dated as of November2, 2016 (the Merger Agreement), by
and among Inteliquent, Inc. (the Company), Onvoy, LLC, a
Minnesota limited liability company, and Onvoy Igloo Merger Sub,
Inc., a Delaware corporation, on January20, 2017, the Transaction
Committee of the Companys board of directors authorized the
Company to enter into individual retention award agreements with
certain of its executive officers, as further described below.
The purpose of the retention awards is to ensure the retention
and continued focus of certain key employees, both during the
pendency of and following the closing of the merger contemplated
by the Merger Agreement (the Merger). As previously announced,
the Merger was approved by the Companys stockholders on
January17, 2017.

The individual retention award agreements provide for the
lump-sum payment of the retention award (the Retention Payment)
as soon as practicable after the 90th day following the closing
of the Merger (the Retention Date), but in no event later than 60
days following the Retention Date.

If a recipients employment is terminated by the Company for any
reason other than for cause (as defined in the applicable
recipients employment agreement), the recipient will be entitled
to receive the Retention Payment subject to (1)the recipient
continuing to perform his or her work to his or her employment
agreement through the date of termination and (2)the recipient
signing a release prepared by the Company within 60 days
following the Retention Date. The individual retention award
agreements do not affect any separation payments that the
recipients may separately be entitled to receive from the
Company.

A copy of the form of retention award agreements is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.

The table below sets forth the retention award that each listed
named executive officer of the Company is or will be eligible to
receive upon continued employment through the 90th day following
the closing of the Merger or upon a qualifying termination prior
to such day:

About INTELIQUENT, INC. (NASDAQ:IQNT)

Inteliquent, Inc. is a provider of voice telecommunications services primarily on a wholesale basis. The Company offers its services using an all-Internet Protocol (IP) network, which enables to deliver connectivity for a range of media, including voice, and data and video. The Company’s solutions enable carriers and other providers to deliver voice traffic or other services where they do not have their own network. These solutions are called off-net services. It also provides solutions to customers, such as over-the-top (OTT) providers. The Company offers a range of services, including Local Transit Service, Long Distance Service, Switched Access Service, International Voice Service, Direct Inward Dialing Service and 8XX (Toll-Free) Service. The Company offers an alternative to facilitate the exchange of local traffic between various carriers by using its tandem switches instead of the Incumbent Local Exchange Carriers’ (ILECs’) tandems or direct connects.

INTELIQUENT, INC. (NASDAQ:IQNT) Recent Trading Information

INTELIQUENT, INC. (NASDAQ:IQNT) closed its last trading session down -0.01 at 22.91 with 209,887 shares trading hands.