AGREEMENT AND PLAN OF MERGER by and among EARTHLINK, INC., EGYPT MERGER CORP., and ITC^DELTACOM, INC. Dated as of October 1, 2010Merger Agreement • October 1st, 2010 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • 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 AGREEMENTWritten Consent and Voting Agreement • October 1st, 2010 • Itc Deltacom Inc • Telephone communications (no radiotelephone) • 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”).
