Exchange and Voting Agreement Sample Contracts

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SCHEDULE "B"
Exchange and Voting Agreement • June 28th, 2001 • Speechlink Communications Corp • Pennsylvania
EXCHANGE AND VOTING AGREEMENT
Exchange and Voting Agreement • March 31st, 2003 • Broadwing Inc • Telephone communications (no radiotelephone) • New York

EXCHANGE AND VOTING AGREEMENT, dated as of March 24, 2003, by and among Broadwing Inc., an Ohio corporation (the “Company”), and the undersigned beneficial owners of (or investment managers or advisors for accounts or funds that own) the 9% Senior Subordinated Notes due 2008 (the “Notes”) of Broadwing Communications Inc., a Delaware corporation and a subsidiary of the Company (“BCI”) (together with their applicable transferees, successors and assigns, each a “Noteholder” and, collectively, the “Noteholders”).

EXCHANGE AND VOTING AGREEMENT
Exchange and Voting Agreement • March 31st, 2003 • Broadwing Inc • Telephone communications (no radiotelephone) • New York

EXCHANGE AND VOTING AGREEMENT, dated as of March 24, 2003, by and among Broadwing Inc., an Ohio corporation (the “Company”), and the undersigned beneficial owners of (or investment managers or advisors for accounts or funds that own) the 12 ½% Series B Junior Exchangeable Preferred Stock due 2009 (the “Preferred Stock”) of Broadwing Communications Inc., a Delaware corporation and a subsidiary of the Company (“BCI”) (together with their applicable transferees, successors and assigns, each a “Stockholder” and, collectively, the “Stockholders”).

AMENDMENT TO EXCHANGE AND VOTING AGREEMENT
Exchange and Voting Agreement • June 23rd, 2003 • Cincinnati Bell Inc • Telephone communications (no radiotelephone) • New York

AMENDMENT, dated as of June 6, 2003 (this "Agreement"), by and among Cincinnati Bell, Inc., an Ohio corporation (formerly known as Broadwing Inc.) (the "Company"), and the undersigned beneficial owners of (or investment managers or advisors for accounts or funds that own) the 9% Senior Subordinated Notes due 2008 (the "Notes") of Broadwing Communications Inc., a Delaware corporation and a subsidiary of the Company ("BCI") (together with their applicable transferees, successors and assigns, each a "Noteholder" and, collectively, the "Noteholders").

BACKGROUND
Exchange and Voting Agreement • August 7th, 2000 • Mascotech Inc • Motor vehicle parts & accessories • Delaware
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