0001193125-14-363977 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 6th, 2014 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone) • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of October [ ], 2014 among Zayo Group Holdings, Inc., a Delaware corporation (such company, together with any corporate successor thereto, the “Company”), and those Persons listed on Schedule A hereto.

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STOCKHOLDERS AGREEMENT
Stockholders Agreement • October 6th, 2014 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone) • Delaware

STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of , 2014, between Zayo Group Holdings, Inc., a Delaware corporation (the “Company”), on the one hand, and each Sponsor (as defined below) listed on the signature pages hereto and each stockholder listed on the signature pages hereto, solely with respect to Articles I, III and IV of this Agreement (collectively, and together with the Sponsors, the “Participants”), on the other hand, and any other Person that may become a party to this Agreement after the date and pursuant to the terms hereof.

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 6th, 2014 • Zayo Group Holdings, Inc. • Telephone communications (no radiotelephone)

This First Amendment to Employment Agreement (the “Amendment”) is entered into as of October 2, 2014 between Communications Infrastructure Investments, LLC, a Delaware limited liability company (“CII”) and Zayo Group Holdings, Inc., a Delaware corporation, (“Zayo” and collectively with CII, the “Company”) and Daniel P. Caruso (the “Executive”) (each of the foregoing individually a “Party” and collectively the “Parties”).

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