Common use of TEN ENT Clause in Contracts

TEN ENT. as tenants by the entireties (Cust) (Minor) JT TEN -as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act...................... in common (State) Additional abbreviations may also be used though not in the above list. -------------------------------------------------------------------------------- For Value Received,_______________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [ ] THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND THEY MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNLESS AND UNTIL REGISTERED UNDER THE ACT, OR AN OPINION OF COUNSEL FOR THE COMPANY IS RECEIVED THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. __________________________________________________________________________Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ________________________________________________________________attorney-in-fact to transfer the said stock on the books of the within-named Corporation, with full power of substitution in the premises. Dated ________________________

TEN ENT. as tenants by the entireties (Cust) (Minor) JT TEN -as - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as Act....................... tenants Act...................... in common (State) Additional abbreviations may also be used abbreviations, though not in the above list, may also be used. -------------------------------------------------------------------------------- For Value Received,ASSIGNMENT OF COMMON UNITS in NORTHERN BORDER PARTNERS, L.P. IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES DUE TO TAX SHELTER STATUS OF NORTHERN BORDER PARTNERS, L.P. You have acquired an interest in Northern Border Partners, L.P., 0000 Xxxxx Xxxxxx, Houston, Texas 77002, whose taxpayer identification number is______________. The Internal Revenue Service has issued Northern Border Partners, L.P. the following tax shelter registration number:______________ YOU MUST REPORT THIS REGISTRATION NUMBER TO THE INTERNAL REVENUE SERVICE IF YOU CLAIM ANY DEDUCTION, LOSS, CREDIT, OR OTHER TAX BENEFIT OR REPORT ANY INCOME BY REASON OF YOUR INVESTMENT IN NORTHERN BORDER PARTNERS, L.P. You must report the registration number as well as the name and taxpayer identification number of Northern Border Partners, L.P. on Form 8271. FORM 8271 MUST BE ATTACHED TO THE RETURN ON WHICH YOU CLAIM THE DEDUCTION, LOSS, CREDIT, OR OTHER TAX BENEFIT OR REPORT ANY INCOME BY REASON OF YOUR INVESTMENT IN NORTHERN BORDER PARTNERS, L.P. If you transfer your interest in Northern Border Partners, L.P. to another person, you are required by the Internal Revenue Service to keep a list containing (a) that person's name, address and taxpayer identification number, (b) the date on which you transferred the interest and (c) the name, address and tax shelter registration number of Northern Border Partners, L.P. If you do not want to keep such a list, you must (1) send the information specified above to the Partnership, which will keep the list for this tax shelter, and (2) give a copy of this notice to the person to whom you transfer your interest. Your failure to comply with any of the above-described responsibilities could result in the imposition of a penalty under Section 6707(b) or 6708(a) of the Internal Revenue Service Code of 1986, as amended, unless such failure is shown to be due to reasonable cause. ISSUANCE OF A REGISTRATION NUMBER DOES NOT INDICATE THAT THIS INVESTMENT OR THE CLAIMED TAX BENEFITS HAVE BEEN REVIEWED, EXAMINED, OR APPROVED BY THE INTERNAL REVENUE SERVICE. FOR VALUE RECEIVED, ____________________________________ hereby sellassigns, assign conveys, sells and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [ ] THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND THEY MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNLESS AND UNTIL REGISTERED UNDER THE ACT, OR AN OPINION OF COUNSEL FOR THE COMPANY IS RECEIVED THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. transfers unto____________________________________________ _______________________________Shares _____ ______________________________________ (Please print or typewrite name (Please insert Social Security or and address of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Assignee) other identifying number of Assignee) _________________________________________Common Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint ________________________ as its attorney-in-fact to transfer the said stock on the books of the within-named Corporation, with full power of substitution in to transfer the premises. Dated same on the books of Northern Border Partners, L.P. Date: __________________________ NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular, without alteration, enlargement or change. SIGNATURE(S) MUST BE GUARANTEED BY A MEMBER FIRM OF THE NATIONAL ________________________________________ ASSOCIATION OF SECURITIES DEALERS, (Signature) INC. OR BY A COMMERCIAL BANK OR TRUST COMPANY ________________________________________ (Signature)

TEN ENT. as tenants by the entireties (Cust) (Minor) JT TEN -as - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act...................... Act ............................. in common (State) Additional abbreviations may also be used though not in the above list. -------------------------------------------------------------------------------- For Value Received,_______________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [ ] THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND THEY MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNLESS AND UNTIL REGISTERED UNDER THE ACT, OR AN OPINION OF COUNSEL FOR THE COMPANY IS RECEIVED THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. __________________________________________________________________________Shares of the Common Stock represented by the within Certificate______ For Value Received, ____________________ hereby sell, assign and do hereby irrevocably constitute and appoint transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ______________________________________ ________________________________________________________________________________ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) The shares represented by this Certificate have not been registered under the Securities Act of 1933 ("the Act") and are "restricted securities" as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company. _________________________________________________________________________ Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _____________________ attorney-in-fact to transfer the said stock on the books of the within-named Corporation, with full power of substitution in the premises. Dated _____________________________ /s/ [Signature Illegible] ---------------------------------------------------------------------- ---------------------------------------------------------------------- NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. Signature(s) Guaranteed: ________________________________________ The signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15. 57 SEE RESTRICTIVE LEGEND ON REVERSE SIDE SHARES NUMBER -2,000,000- 1077 CUSIP 71921R 10 7 SEE REVERSE FOR CERTAIN DEFINITIONS phoneXchange INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE 50,000,000 AUTHORIZED SHARES $.001 PAR VALUE THIS CERTIFIES THAT JAMEX XXXX *2,000,000***** **2,000,000**** Is The Owner of ***TWO MILLION*** ***2,000,000*** ****2,000,000** *****2,000,000* FULLY PAID AND NON-ASSESSABLE SHARES OF $.001 PAR VALUE COMMON STOCK OF phoneXchange, Inc. transferable only on the books of the Company in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and Registrar.

TEN ENT. as tenants by the entireties (Cust) (Minor) JT TEN -as TEN--as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act...................... in common (State) Additional abbreviations may also be used though not in the above list. -------------------------------------------------------------------------------- OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably request(s) and instruct(s) the Company to repay this Note (or portion hereof specified below) pursuant to its terms at a price equal to 100% of the principal amount of this Note (or of such specified portion) together with interest on the amount to be repaid to the repayment date, to the undersigned, at: ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- (Please print or typewrite name and address of the undersigned.) For Value Received,this Note to be repaid in whole or in part, the Paying Agent must receive at 000 Xxxxxxx Xxxxxx, Floor 21 West, New York, New York 10286 (or at such other office or offices in The City of New York, New York of which the Company shall from time to time notify the Holder of this Note), not more than 60 nor less than 30 days prior to an Optional Repayment Date, if any, shown on this Note, either (i) this Note with this "Option to Elect Repayment" form duly completed or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder of this Note, the principal amount of this Note, the principal amount of this Note to be repaid, the certificate number or a description of the tenor and terms hereof, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note with this "Option to Elect Repayment" form duly completed will be surrendered to the Paying Agent not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter and this Note, with this form duly completed, are received by the Paying Agent by such fifth Business Day. If less than the entire principal amount of this Note is to be repaid, specify the portion hereof (which must be in denominations of $1,000 principal amount) which the Holder elects to have repaid and specify the denomination or denominations (which shall be $1,000 or an integral multiple of $1,000) of the Notes to be reissued to the Holder for the portion of this Note not being repaid (in the absence of any such specification, one such Note will be issued for the portion not being repaid). Portion to be repaid: Signature: __________________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [ ] THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED (THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND THEY MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNLESS AND UNTIL REGISTERED UNDER THE ACT, OR AN OPINION OF COUNSEL FOR THE COMPANY IS RECEIVED THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. $ ___________________________________ Notice: The signature on this Option to Elect Repayment must correspond with the name as written upon the face of this Note in every particular, without alteration or enlargement or any change whatsoever. Denomination(s) of Notes to be reissued to Holder: $ ________________________________________Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _ Date ________________________________ Signature Guarantee: _________________________________attorney-in-fact to transfer the said stock on the books of the within-named Corporation, with full power of substitution in the premises. Dated _________________________ 13

TEN ENT. as tenants by the entireties (Cust) (Minor) JT TEN -as - as joint tenants with right of under Under Uniform Gifts to Minors survivorship and not as tenants Act...................... in common Act......................... (State) Additional abbreviations may also be used though not in the above list. -------------------------------------------------------------------------------- For Value Received,_______________________ hereby sellsells, assign assigns and transfer transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [ ] THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT -------------------------------------- -------------------------------------- ------------------------------------------------------------------------------ (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF 1933 AS AMENDED (THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SECURITES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND THEY MAY NOT BE SOLD, TRANSFERRED, MADE SUBJECT TO A SECURITY INTEREST, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, UNLESS AND UNTIL REGISTERED UNDER THE ACT, OR AN OPINION OF COUNSEL FOR THE COMPANY IS RECEIVED THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. __________________________________________________________________________ASSIGNEE) ------------------------------------------------------------------------------ Shares ---- of the Common Stock capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ________________________________________________________________attorney-in-fact Attorney --- to transfer the said stock on the books of the within-within named Corporation, Corporation with full power of substitution in the premises. Dated ________________________------------------------- X -------------------------------------- SIGNATURE GUARANTEED X -------------------------------------- THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OF ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO S.E.C. RULE 7Ad-15. EXHIBIT B Existing Agreements NEXTLINK Communications, Inc. ----------------------------- Articles of Incorporation of Nextlink Communications, Inc. dated January 14, 1997 Bylaws of Nextlink Communications, Inc. Stock Option Plan of Nextlink Communications, Inc. dated January 15, 1997 Registration Rights Agreement dated January 15, 1997 between Nextlink Communications, Inc. and the holders of Class B Common Stock named therein. EXHIBIT C Form of Nextlink Registration Rights Agreement See attached. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 3, 1997, is between NEXTLINK COMMUNICATIONS, INC., a Washington corporation (the "Company") and Xxxxx X. XxXxx.