AGREEMENT AND PLAN OF MERGER among WINDSTREAM CORPORATION, PEACH MERGER SUB, INC. and PAETEC HOLDING CORP. Dated as of July 31, 2011Agreement and Plan of Merger • August 1st, 2011 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 31, 2011 (the “Agreement”), among Windstream Corporation, a Delaware corporation (“Parent”), Peach Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and PAETEC Holding Corp., a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • August 1st, 2011 • PAETEC Holding Corp. • Telephone communications (no radiotelephone) • Delaware
VOTING AGREEMENT (this “Agreement”) dated as of July 31, 2011, is by and among Windstream Corporation, a Delaware corporation (“Parent”), Peach Merger Sub, Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and each person (as defined in the Merger Agreement) listed on the signature page hereof as a stockholder (each, a “Stockholder” and, collectively, the “Stockholders”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and between Parent, Merger Sub, and PAETEC Holding Corp., a Delaware corporation (the “Company”).
