0001193125-04-154988 Sample Contracts

VOTING AGREEMENT
Voting Agreement • September 10th, 2004 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware

This VOTING AGREEMENT, dated as of September 8, 2004 (this “Agreement”), is entered into by and among NT Corporation, a Delaware corporation (the “Company”), and each of the undersigned stockholders (each a “Stockholder” and, collectively, the “Stockholders”) of ITC^DeltaCom, Inc., a Delaware corporation (“Parent”).

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AGREEMENT AND PLAN OF MERGER dated as of September 8, 2004 by and among ITC^DELTACOM, INC., BOATRAMP CO., FLORIDA DIGITAL NETWORK, INC., and THE PRINCIPAL STOCKHOLDERS OF FLORIDA DIGITAL NETWORK, INC.
Agreement and Plan of Merger • September 10th, 2004 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of September 8, 2004 (this “Agreement”), is entered into by and among ITC^DeltaCom, Inc., a Delaware corporation (“Parent”), Boatramp Co., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Co.”), Florida Digital Network, Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company identified on the signature pages hereto under the heading “Principal Stockholders” (each, a “Principal Stockholder” and, collectively, the “Principal Stockholders”).

AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 10th, 2004 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York

AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of September 8, 2004, made among ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), and each Person listed on the signature pages hereof under the heading “Series A Preferred Stockholders” (collectively, the “Series A Preferred Stockholders”).

AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 10th, 2004 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York

AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”), dated as of September 8, 2004, made among ITC^DeltaCom, Inc., a Delaware corporation (the “Company”), and each Person listed on the signature pages hereof under the heading “WCAS Securityholders” (collectively, “W”).

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