0001104659-06-036219 Sample Contracts

ESCHELON TELECOM, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 19th, 2006 • Eschelon Telecom Inc • Telephone communications (no radiotelephone) • New York

The undersigned understands that you (the “Underwriter”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) providing for the purchase by the Underwriter of shares (the “Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of Eschelon Telecom, Inc, a Delaware corporation (the “Company”), and that the Underwriter proposes to reoffer the Shares to the public (the “Offering”).

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