0001104659-05-014418 Sample Contracts

REDEMPTION AGREEMENT
Redemption Agreement • March 31st, 2005 • Eschelon Telecom Inc • Telephone communications (no radiotelephone)

THIS REDEMPTION AGREEMENT is made and entered into as of October 13, 2004 by and between NTFC Capital Corporation, a Delaware corporation (the “Stockholder”) and Eschelon Telecom, Inc. (the “Company”).

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AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • March 31st, 2005 • Eschelon Telecom Inc • Telephone communications (no radiotelephone)

This Amendment No. 1 (the “Amendment”) to the Fourth Amended and Restated Stockholders Agreement (the “Agreement”), dated as of June 27, 2002, by and among Eschelon Telecom, Inc., a Delaware corporation (the “Company”), certain holders of the Company’s Series A Preferred Stock, par value $0.01 per share, certain holders of the Company’s common stock, par value $0.01 per share, and certain individuals identified on the schedule of minority stockholders attached to the Agreement, is made as of December 23, 2004, and amends the Agreement, pursuant to Section 12.2 of the Agreement, to the extent expressly set forth herein. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.

AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 31st, 2005 • Eschelon Telecom Inc • Telephone communications (no radiotelephone)

THIS AMENDMENT TO THE STOCK PURCHASE AGREEMENT (this “Amendment”), dated as of December 30, 2004, is made and entered into by and between Advanced TelCom Group, Inc. (the “Seller”) and Eschelon Telecom, Inc. (the “Purchaser”).

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