0001193125-13-354249 Sample Contracts

AGREEMENT AND PLAN OF MERGER

Merger Agreement • August 30th, 2013 • Windstream Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware

• Contract Type
  Merger Agreement
• Filed
  August 30th, 2013
• Company
  Windstream Holdings, Inc.
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  Delaware

This Agreement and Plan of Merger (“Agreement”), dated as of August 29, 2013, is among Windstream Corporation, a Delaware corporation (the “Company”), Windstream Holdings, Inc., a Delaware corporation and direct, wholly-owned subsidiary of the Company (“Holdco”), and WIN Merger Sub, Inc., a Delaware corporation and direct, wholly-owned subsidiary of Holdco (“Merger Sub”).

ASSIGNMENT AND ASSUMPTION AGREEMENT

Assignment and Assumption Agreement • August 30th, 2013 • Windstream Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware

• Contract Type
  Assignment and Assumption Agreement
• Filed
  August 30th, 2013
• Company
  Windstream Holdings, Inc.
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  Delaware

This Assignment and Assumption Agreement and Consent (this “Agreement”) is made as of August __, 2013, by and between Windstream Corporation and (“Assignor”) and Windstream Holdings, Inc. (“Assignee”). Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to them in the Agreement and Plan of Merger, dated as of August 29, 2013, by and among Assignor, Assignee and WIN Merger Sub, Inc. (the “Merger Agreement”).