0001104659-10-050906 Sample Contracts

WRITTEN CONSENT AND VOTING AGREEMENT

Written Consent and Voting Agreement • October 1st, 2010 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware

• Contract Type
  Written Consent and Voting Agreement
• Filed
  October 1st, 2010
• Company
  Earthlink Inc
• Industry
  Services-computer programming, data processing, etc.
• Jurisdiction
  Delaware

WRITTEN CONSENT AND VOTING AGREEMENT, dated as of October 1, 2010 (this “Agreement”), by and among EarthLink, Inc., a Delaware corporation (“Parent”), Welsh, Carson, Anderson & Stowe VIII, L.P. and WCAS Capital Partners III, L.P. (collectively, the “WCAS Stockholders”), and Special Value Absolute Return Fund, LLC, Special Value Continuation Partners, LP, and Tennenbaum Opportunities Partners V, LP (collectively, the “TCP Stockholders” and, together with the WCAS Stockholders, each a “Stockholder” and collectively, the “Stockholders”).

AGREEMENT AND PLAN OF MERGER by and among EARTHLINK, INC., EGYPT MERGER CORP., and ITC^DELTACOM, INC.

Merger Agreement • October 1st, 2010 • Earthlink Inc • Services-computer programming, data processing, etc. • Delaware

• Contract Type
  Merger Agreement
• Filed
  October 1st, 2010
• Company
  Earthlink Inc
• Industry
  Services-computer programming, data processing, etc.
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER, dated as of October 1, 2010 (this “Agreement”), by and among EARTHLINK, INC., a Delaware corporation (“Parent”), EGYPT MERGER CORP., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and ITC^DELTACOM, INC., a Delaware corporation (the “Company”).