0001193125-06-172731 Sample Contracts

US LEC Corp. Letterhead]
Change in Control Agreement • August 14th, 2006 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware

Once executed by both parties, this letter agreement (this “Letter Agreement”) will constitute an agreement between US LEC Corp. (the “Company”) and you with respect to certain payments and benefits that may become payable to you in connection with a Change in Control (as defined in Section 1). For purposes of this Letter Agreement, the “Effective Date” shall be the date first set forth above.

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VOTING AGREEMENT
Voting Agreement • August 14th, 2006 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware

This Voting Agreement (this “Agreement”) is entered into as of August 11, 2006, by and among PAETEC Corp., a Delaware corporation (the “Company”), US LEC Corp., a Delaware corporation (“US LEC”), and the stockholders of the Company identified on the signature pages hereto (each a “Stockholder, and collectively, the “Stockholders”).

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