US LEC Corp. Letterhead]Letter Agreement • August 14th, 2006 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware
PREFERRED STOCK REPURCHASE AGREEMENTPreferred Stock Repurchase Agreement • August 14th, 2006 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware
This Preferred Stock Repurchase Agreement (this “Agreement”) is entered into as of August 11, 2006, by and among US LEC Corp., a Delaware corporation (the “Company”), the persons identified on the signature pages hereto as the “Bain Seller” and the “THL Sellers”, solely to the extent provided in paragraph 21, PAETEC Corp., a Delaware corporation (“PAETEC”), and, solely to the extent provided in paragraph 21, each of Richard T. Aab (“Mr. Aab”), Melrich Associates, L.P., a New York limited partnership (“Melrich”), and Tansukh V. Ganatra (together with Mr. Aab and Melrich, the “Former Class B Stockholders”). The Bain Seller and the THL Sellers are collectively referred to in this Agreement as the “Sellers”.
AGREEMENT AND PLAN OF MERGER BY AND AMONG US LEC CORP., PAETEC CORP., WC ACQUISITION HOLDINGS CORP., WC ACQUISITION SUB U CORP. AND WC ACQUISITION SUB P CORP. DATED AS OF AUGUST 11, 2006Agreement and Plan of Merger • August 14th, 2006 • Us Lec Corp • Telephone communications (no radiotelephone) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 11, 2006, by and among US LEC Corp., a Delaware corporation (“US LEC”), PAETEC Corp., a Delaware corporation (“PAETEC”), WC ACQUISITION HOLDINGS CORP., a Delaware corporation and a wholly-owned direct subsidiary of PAETEC (the “Company”), WC ACQUISITION SUB U CORP., a Delaware corporation and a wholly-owned direct subsidiary of the Company (“Merger Sub U”), and WC ACQUISITION SUB P CORP., a Delaware corporation and a wholly-owned direct subsidiary of the Company (“Merger Sub P”).
VOTING AGREEMENTVoting 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”).
