VOTING AGREEMENTVoting 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 Florida Digital Network, Inc., 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 10th, 2004 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • New York
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of September 8, 2004, by and among the Company, Florida Digital Network, Inc., a Delaware corporation (“FD”), Boatramp Co., a Delaware corporation and wholly owned subsidiary of the Company, and certain stockholders of FD (as amended from time to time, the “Merger Agreement”), the FD Stockholders have the right to receive on the date hereof a total of [ ] shares of the common stock, par value $0.01 per share, of the Company (the “Common Stock”); and
AGREEMENT AND PLAN OF MERGER dated as of September 8, 2004 by and among ITC^DELTACOM, INC. STARLIGHT FLORIDA CO. NT CORPORATION, and THE PRINCIPAL STOCKHOLDERS OF NT CORPORATIONMerger Agreement • 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”), Starlight Florida Co., a Delaware corporation and wholly owned direct subsidiary of Parent (“Merger Co.”), NT Corporation, 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”).
AGREEMENT AND AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGERAgreement and Amendment No. 3 to Agreement and Plan of Merger • September 10th, 2004 • Itc Deltacom Inc • Telephone communications (no radiotelephone)
Agreement and Amendment No. 3 dated as of September 8, 2004 (this “Agreement”) relating to the Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”) dated as of July 2, 2003 among BTI Telecom Corp., ITC^DeltaCom, Inc., 8DBC1 Corp. and the WCAS Securityholders named therein. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Merger Agreement.
FORM OF GOVERNANCE AGREEMENT Among ITC^DeltaCom, Inc. and the Securityholders of ITC^DeltaCom, Inc. listed on the signature pages hereofGovernance Agreement • September 10th, 2004 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware
WHEREAS, Parent, each WCAS Securityholder and each Other Holder are parties to a Governance Agreement, dated as of October 6, 2003 (the “Original Agreement”), which establishes terms and conditions concerning the corporate governance of Parent and the acquisition and disposition of securities of Parent;
