0001193125-07-021086 Sample Contracts

RELEASE AND SETTLEMENT AGREEMENT
Release and Settlement Agreement • February 6th, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware

This Release and Settlement Agreement (“Settlement Agreement”) is made by and between US LEC Corp., US LEC Communications Inc., US LEC of Alabama Inc., US LEC of Florida Inc., US LEC of Georgia Inc., US LEC of Maryland Inc., US LEC of North Carolina Inc., US LEC of South Carolina Inc., US LEC of Pennsylvania Inc., US LEC of Tennessee Inc., and US LEC of Virginia LLC (collectively, “US LEC”) and Qwest Communications Corporation (“Qwest”). US LEC and Qwest are referred to herein individually as a “Party,” or collectively as the “Parties.” The Parties enter into this Settlement Agreement on this 4th day of August, 2006.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 6th, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2007, is made among PAETEC Holding Corp., a Delaware corporation (the “Company”), PAETEC Corp., a Delaware corporation and direct wholly-owned subsidiary of the Company (“Old PAETEC”), US LEC Corp., a Delaware corporation and direct wholly-owned subsidiary of the Company (“US LEC”), and each Person listed on the signature pages hereof under the heading “Stockholders” (collectively, the “Stockholders”).

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