PAETEC CORP. (a Delaware corporation) [•] Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • August 4th, 2005 • Paetec Corp • Telephone communications (no radiotelephone) • New York
PaeTec Corp., a Delaware corporation (the “Company”), and the persons listed in Schedule B hereto (the “Selling Shareholders”), confirm their respective agreements with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Morgan Stanley and Co. Incorporated (“Morgan Stanley”), CIBC World Markets Corp., Deutsche Bank Securities Inc. and Goldman, Sachs & Co., which are collectively referred to herein as the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof, with respect to the issue and sale by the Company, the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto, and with respect to the grant by the Company and the Selling Shareholders, acting sever
