Exhibit
4.2 

       

      FORM
OF RIGHT CERTIFICATE

       

      (EXHIBIT B
TO AMENDED AND RESTATED RIGHTS AGREEMENT)

       

      
        	
                Certificate
      No. R-

              	
                _____
  Rights

              


      

       

      NOT
EXERCISABLE AFTER AUGUST 7, 2012 OR EARLIER IF REDEMPTION OR EXCHANGE
OCCURS.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $0.01 PER RIGHT AND
TO EXCHANGE ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT.

       

      RIGHT
CERTIFICATE

      ABOVENET,
INC.

       

      This
certifies that ___________________ or registered assigns, is the registered
owner of the number of Rights set forth above, each of which entitles the owner
thereof, subject to the terms, provisions and conditions of the Amended and
Restated Rights Agreement, dated as of August 3, 2009 (the “Rights Agreement”),
between AboveNet, Inc., a Delaware corporation (the “Company”), and American
Stock Transfer & Trust Company, LLC (the “Rights Agent”), to purchase
from the Company at any time after the Distribution Date (as such term is
defined in the Rights Agreement) and prior to 5:00 pm, New York City time, on
August 7, 2012 at the office of the Rights Agent designated for such purpose, or
at the office of its successor as Rights Agent, one one-hundredth of a fully
paid non-assessable share of the Company’s Series A Junior Participating
Preferred Stock, par value $0.01 per share (the “Preferred Shares”), at a
purchase price of $160.00 per one one-hundredth of a Preferred Share (the
“Purchase Price”), upon presentation and surrender of this Right Certificate
with the Form of Election to Purchase duly executed.  The number of
Rights evidenced by this Right Certificate (and the number of one one-hundredths
of a Preferred Share which may be purchased upon exercise hereof) set forth
above, and the Purchase Price set forth above, are the number and Purchase Price
as of August 3, 2009 based on the Preferred Shares as constituted at such
date.

       

      From and
after the time any Person becomes an Acquiring Person (as such terms are defined
in the Rights Agreement), if the Rights evidenced by this Right Certificate are
beneficially owned by (i) an Acquiring Person or an Affiliate or Associate
of any such Acquiring Person (as such terms are defined in the Rights
Agreement), (ii) a transferee of any such Acquiring Person, Associate or
Affiliate who becomes a transferee after the Acquiring Person becomes such, or
(iii) under certain circumstances specified in the Rights Agreement, a
transferee of any such Acquiring Person, Associate or Affiliate who becomes a
transferee prior to or concurrently with the Acquiring Person becoming such,
such Rights shall become null and void without any further action and no holder
hereof shall have any right with respect to such Rights from and after the time
any Person becomes an Acquiring Person.

       

      As
provided in the Rights Agreement, the Purchase Price and the number of one
one-hundredths of a Preferred Share which may be purchased upon the exercise of
the Rights evidenced by this Right Certificate are subject to modification and
adjustment upon the happening of certain events.


      
        
           


        

        
          B-1

          
            

          

        

        
           


        

      


      This
Right Certificate is subject to all of the terms, provisions and conditions of
the Rights Agreement, as amended from time to time, which terms, provisions and
conditions are hereby incorporated herein by reference and made a part hereof
and to which Rights Agreement reference is hereby made for a full description of
the rights, limitations of rights, obligations, duties and immunities hereunder
of the Rights Agent, the Company and the holders of the Right
Certificates.  Copies of the Rights Agreement are on file at the
Company’s principal executive offices and at the Rights Agent’s offices located
at 6201 Fifteenth Avenue, Brooklyn, NY 11219.

       

      This
Right Certificate, with or without other Right Certificates, upon surrender at
the office of the Rights Agent designated for such purpose, may be exchanged for
another Right Certificate or Right Certificates of like tenor and date
evidencing Rights entitling the holder to purchase a like aggregate number of
Preferred Shares as the Rights evidenced by the Right Certificate or Right
Certificates surrendered shall have entitled such holder to
purchase.  If this Right Certificate shall be exercised in part, the
holder shall be entitled to receive upon surrender hereof another Right
Certificate or Right Certificates for the number of whole Rights not
exercised.

       

      Subject
to the provisions of the Rights Agreement, the Rights evidenced by this
Certificate (i) may be redeemed by the Company at a redemption price of $0.01
per Right or (ii) may be exchanged in whole or in part for shares of the
Company’s Common Stock, par value $0.01 per share, or, upon circumstances set
forth in the Rights Agreement, cash, property or other securities of the
Company, including fractions of a share of Preferred Stock.

       

      No
fractional Preferred Shares will be issued upon the exercise of any Right or
Rights evidenced hereby (other than fractions which are integral multiples of
one one-hundredth of a Preferred Share, which may, at the Company’s election, be
evidenced by depositary receipts) but in lieu thereof a cash payment will be
made, as provided in the Rights Agreement.

       

      No holder
of this Right Certificate shall be entitled to vote or receive dividends or be
deemed for any purpose the holder of the Preferred Shares or of any other
securities of the Company which may at any time be issuable on the exercise
hereof, nor shall anything contained in the Rights Agreement or herein be
construed to confer upon the holder hereof, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors or
upon any matter submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action, or to receive notice of meetings or
other actions affecting stockholders (except as provided in the Rights
Agreement), or to receive dividends or subscription rights, or otherwise, until
the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in the Rights Agreement.

       

      This
Right Certificate shall not be valid or obligatory for any purpose until it
shall have been countersigned by the Rights Agent.


      
        
           


        

        
          B-2

          
            

          

        

        
           


        

      


      Witness
the facsimile signature of the proper officers of the Company. Dated as
of ________, ______.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Attest:

                                      	 
      	
                                        AboveNet,
      Inc.

                                      
	 	 	 
	 
      	 
      	 
      
	
                                        Name:  

                                        Title:

                                      	 
      	
                                        Name:

                                        Title:

                                      
	 	 	 
	
                                        Countersigned:

                                      	 
      	 
      
	 
      	 
      	 
      
	
                                        American
      Stock Transfer & Trust 

                                        Company,
      LLC, as
      Rights Agent

                                      	 
      	 
      
	 	 	 	 
	
                                        By:

                                      	 
      	 
      	 
      
	 	 	 	 	 
	 
      	
                                        Authorized
      Signatory

                                      	 
      	 
      	 
      
	 
      	
                                        Name:

                                      	 
      	 
      	 
      	 
      
	 
      	
                                        Title:

                                      	 
      	 
      	 
      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          B-3

          
            

          

        

        
           


        

      


      
        Form
of Reverse Side of Right Certificate

         

      

      FORM
OF ASSIGNMENT

       

      (To
be executed by the registered holder if such

      holder
desires to transfer the Right Certificate.)

       

      For Value
Received ______________________________________ hereby sells, assigns and
transfers unto

       

      (Please
print name and address of transferee)

       

      _____________________________________________________________________
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint ________________________
Attorney, to transfer the within Right Certificate on the books of the
within-named Company, with full power of substitution.

       

      Dated:  ____________________

       

      
        
          	
                   

                
	
                  Signature

                


        

      

       

      Signature
Guaranteed:

       

      Signatures
must be guaranteed by an “eligible guarantor institution” as defined in Rule
17Ad-15 promulgated under the Securities Exchange Act of 1934, as
amended.

       

      The
undersigned hereby certifies that (1) the Rights evidenced by this Right
Certificate are not being sold, assigned or transferred by or on behalf of a
Person who is or was an Acquiring Person, an Interested Stockholder or an
Affiliate or Associate thereof (as such terms are defined in the Rights
Agreement); and (2) after due inquiry and to the best of the knowledge of
the  undersigned, the undersigned did not acquire the Rights evidenced
by this Right Certificate from any Person who is or was an Acquiring Person, an
Interested Stockholder, or an Affiliate or Associate thereof.

       

      
        
          	
                   

                
	
                  Signature

                


        

      


      
        
           


        

        
          B-4

          
            

          

        

        
           


        

      


      FORM
OF ELECTION TO PURCHASE

       

      (To
be executed if holder desires to exercise

      Rights
represented by the Right Certificate.)

       

      To AboveNet,
Inc.:

       

      The
undersigned hereby irrevocably elects to exercise ___________________________
Rights represented by this Right Certificate to purchase the Preferred Shares
issuable upon the exercise of such Rights and requests that certificates for
such Preferred Shares be issued in the name of:

       

      Please
insert social security

      or other
identifying number:  ______________

       

      (Please
print name and address)

       

      If such
number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:

       

      Please
insert social security

      or other
identifying number:  ______________

       

      (Please
print name and address)

       

      Dated:  _________________

       

      
        
          	 
	
                  Signature

                


        

      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      Signature
Guaranteed:

       

      Signatures
must be guaranteed by an “eligible guarantor institution” as defined in Rule
17Ad-15 promulgated under the Securities Exchange Act of 1934, as
amended.

       

      The
undersigned hereby certifies that (1) the Rights evidenced by this Right
Certificate are not beneficially owned by nor are they being exercised on behalf
of an Acquiring Person, an Interested Stockholder or an Affiliate or Associate
thereof (as such terms are defined in the Rights Agreement); and (2) after
due inquiry and to the best of the knowledge of the undersigned, the undersigned
did not acquire the Rights evidenced by this Right Certificate from any Person
who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or
Associate thereof.

       

      
        
          	 
	
                  Signature

                


        

      

       

      NOTICE

       

      The
signature in the Form of Assignment or Form of Election to Purchase, as the case
may be, must conform to the name as written upon the face of this Right
Certificate in every particular, without alteration or enlargement or any change
whatsoever.

       

      In the
event the certification set forth above in the Form of Assignment or the Form of
Election to Purchase, as the case may be, is not completed, the Company and the
Rights Agent will deem the beneficial owner of the Rights evidenced by this
Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof
(as defined in the Rights Agreement) and such Assignment or Election to Purchase
will not be honored.


      
        
           


        

        
          6