0001104659-08-052254 Sample Contracts

STANDSTILL AGREEMENT
Standstill Agreement • August 12th, 2008 • Abovenet Inc • Communications services, nec

This Standstill Agreement dated as of August 7, 2008 (this “Agreement”), is by and among the persons, entities and managed accounts listed on Schedule A (collectively, the “York Group,” and each, individually, a “member” of the York Group) and AboveNet, Inc. (the “Company”).

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AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • August 12th, 2008 • Abovenet Inc • Communications services, nec

THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment” ), dated as of August 7, 2008 (“Amendment Effective Date” ), is between AboveNet, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company (the “Rights Agent”).

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