0001193125-10-222216 Sample Contracts

AGREEMENT AND PLAN OF MERGER by and among EARTHLINK, INC., EGYPT MERGER CORP., and ITC^DELTACOM, INC. Dated as of October 1, 2010

Agreement and Plan of Merger • October 1st, 2010 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware

• Contract Type
  Agreement and Plan of Merger
• Filed
  October 1st, 2010
• Company
  Itc Deltacom Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  Delaware

AGREEMENT AND PLAN OF MERGER, dated as of October 1, 2010 (this “Agreement”), by and among EARTHLINK, INC., a Delaware corporation (“Parent”), EGYPT MERGER CORP., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), and ITC^DELTACOM, INC., a Delaware corporation (the “Company”).

WRITTEN CONSENT AND VOTING AGREEMENT

Consent and Voting Agreement • October 1st, 2010 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • Delaware

• Contract Type
  Consent and Voting Agreement
• Filed
  October 1st, 2010
• Company
  Itc Deltacom Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  Delaware

WRITTEN CONSENT AND VOTING AGREEMENT, dated as of October 1, 2010 (this “Agreement”), by and among EarthLink, Inc., a Delaware corporation (“Parent”), Welsh, Carson, Anderson & Stowe VIII, L.P. and WCAS Capital Partners III, L.P. (collectively, the “WCAS Stockholders”), and Special Value Absolute Return Fund, LLC, Special Value Continuation Partners, LP, and Tennenbaum Opportunities Partners V, LP (collectively, the “TCP Stockholders” and, together with the WCAS Stockholders, each a “Stockholder” and collectively, the “Stockholders”).