0001193125-07-202309 Sample Contracts

FORM OF VOTING AGREEMENT

Voting Agreement • September 17th, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware

• Contract Type
  Voting Agreement
• Filed
  September 17th, 2007
• Company
  PAETEC Holding Corp.
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  Delaware

This Voting Agreement (this “Agreement”) is entered into as of September 17, 2007, by and among PAETEC Holding Corp., a Delaware corporation (“Buyer”), McLeodUSA Incorporated, a Delaware corporation (“Seller”), and the stockholder of Buyer identified on the signature pages hereto (the “Buyer Stockholder”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG PAETEC HOLDING CORP., PS ACQUISITION CORP. AND MCLEODUSA INCORPORATED DATED AS OF SEPTEMBER 17, 2007

Merger Agreement • September 17th, 2007 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware

• Contract Type
  Merger Agreement
• Filed
  September 17th, 2007
• Company
  PAETEC Holding Corp.
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of September 17, 2007, by and among PAETEC HOLDING CORP., a Delaware corporation (“Buyer”), PS ACQUISITION CORP., a Delaware corporation and a direct wholly-owned subsidiary of Buyer (“Merger Sub”), and MCLEODUSA INCORPORATED, a Delaware corporation (“Seller”). Certain terms used in this Agreement are defined in Section 8.3.