Exhibit
10.80


Option No.________


WAVE2WAVE
COMMUNICATIONS, INC.


Stock Option Grant Notice

Stock Option Grant under the Company’s

2009 Employee, Director and Consultant Equity Incentive Plan


	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 Name and Address of Participant:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 Date of Option Grant:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
 3.

 	
 Type of Grant:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
 4.

 	
 Maximum Number of Shares for which this Option is
 exercisable:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
 5.

 	
 Exercise (purchase) price per share:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
 6.

 	
 Option Expiration Date:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
 7.

 	
 Vesting Start Date:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 
	
 8.

 	
 Vesting Schedule: This Option shall become
 exercisable (and the Shares issued upon exercise shall be vested) as follows
 provided the Participant is an employee, director or Consultant of the
 Company or of an Affiliate on the applicable vesting date:

 






	
 On the first anniversary of the
 Vesting Start Date

 	
  

 	
 up to
 ____________ Shares

 
	
  

 	
  

 	
  

 
	
 On the second anniversary of the
 Vesting Start Date

 	
  

 	
an
 additional __________ Shares

 	
  

 
	
  

 	
  

 	
  


	
 On the third anniversary of the
 Vesting Start Date

 	
  

 	
 an
 additional __________ Shares

 



          The
foregoing rights are cumulative and are subject to the other terms and
conditions of this Agreement and the Plan.


          The
Company and the Participant acknowledge receipt of this Stock Option Grant
Notice and agree to the terms of the Stock Option Agreement attached hereto and
incorporated by






reference herein, the Company’s 2009 Employee, Director and
Consultant Equity Incentive Plan and the terms of this Option Grant as set
forth above.


	
  

 	
  

 	
  

 
	
  

 	
 WAVE2WAVE COMMUNICATIONS, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	

 


 
	
  

 	
 Title:

 	
  

 
	
  

 	

 


 
	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 Participant

 


2





WAVE2WAVE
COMMUNICATIONS, INC.


STOCK OPTION AGREEMENT - INCORPORATED
TERMS AND CONDITIONS


          AGREEMENT
made as of the date of grant set forth in the Stock Option Grant Notice by and
between Wave2Wave Communications, Inc. (the “Company”), a Delaware corporation,
and the individual whose name appears on the Stock Option Grant Notice (the
“Participant”).


          WHEREAS,
the Company desires to grant to the Participant an Option to purchase shares of
its common stock, $0.0001 par value per share (the “Shares”), under and for the
purposes set forth in the Company’s 2009 Employee, Director and Consultant
Equity Incentive Plan (the “Plan”);


          WHEREAS,
the Company and the Participant understand and agree that any terms used and
not defined herein have the same meanings as in the Plan; and


          WHEREAS,
the Company and the Participant each intend that the Option granted herein
shall be of the type set forth in the Stock Option Grant Notice.


          NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the parties hereto agree as follows:


	
  

 	
  

 
	
  

 	
 1. GRANT OF OPTION.

 



                    The
Company hereby grants to the Participant the right and option to purchase all
or any part of an aggregate of the number of Shares set forth in the Stock
Option Grant Notice, on the terms and conditions and subject to all the
limitations set forth herein, under United States securities and tax laws, and
in the Plan, which is incorporated herein by reference. The Participant
acknowledges receipt of a copy of the Plan.


	
  

 	
  

 
	
  

 	
 2. EXERCISE PRICE.

 



                    The
exercise price of the Shares covered by the Option shall be the amount per
Share set forth in the Stock Option Grant Notice, subject to adjustment, as
provided in the Plan, in the event of a stock split, reverse stock split or
other events affecting the holders of Shares after the date hereof (the
“Exercise Price”). Payment shall be made in accordance with Paragraph 9 of the
Plan.


	
  

 	
  

 
	
  

 	
 3. EXERCISABILITY OF OPTION.

 



                    Subject
to the terms and conditions set forth in this Agreement and the Plan, the
Option granted hereby shall become vested and exercisable as set forth in the
Stock Option Grant Notice and is subject to the other terms and conditions of
this Agreement and the Plan.









	
  

 	
  

 
	
  

 	
 4. TERM OF OPTION.

 



                    This
Option shall terminate on the Option Expiration Date as specified in the Stock
Option Grant Notice and, if this Option is designated in the Stock Option Grant
Notice as an ISO and the Participant owns as of the date hereof more than 10%
of the total combined voting power of all classes of capital stock of the
Company or an Affiliate, such date may not be more than five years from the
date of this Agreement, but shall be subject to earlier termination as provided
herein or in the Plan.


                    If
the Participant ceases to be an employee, director or Consultant of the Company
or of an Affiliate for any reason other than the death or Disability of the
Participant, or termination of the Participant for Cause (the “Termination
Date”), the Option to the extent then vested and exercisable pursuant to
Section 3 hereof as of the Termination Date, and not previously terminated in
accordance with this Agreement, may be exercised within three months after the
Termination Date, or on or prior to the Option Expiration Date as specified in
the Stock Option Grant Notice, whichever is earlier, but may not be exercised
thereafter except as set forth below. In such event, the unvested portion of
the Option shall not be exercisable and shall expire and be cancelled on the
Termination Date.


                    If
this Option is designated in the Stock Option Grant Notice as an ISO and the
Participant ceases to be an employee of the Company or of an Affiliate but
continues after termination of employment to provide service to the Company or
an Affiliate as a director or Consultant, this Option shall continue to vest in
accordance with Section 3 above as if this Option had not terminated until the
Participant is no longer providing services to the Company. In such case, this
Option shall automatically convert and be deemed a Non-Qualified Option as of
the date that is three months from termination of the Participant’s employment
and this Option shall continue on the same terms and conditions set forth
herein until such Participant is no longer providing service to the Company or
an Affiliate.


                    Notwithstanding
the foregoing, in the event of the Participant’s Disability or death within
three months after the Termination Date, the Participant or the Participant’s
Survivors may exercise the Option within one year after the Termination Date,
but in no event after the Option Expiration Date as specified in the Stock
Option Grant Notice.


                    In
the event the Participant’s service is terminated by the Company or an
Affiliate for Cause, the Participant’s right to exercise any unexercised
portion of this Option even if vested shall cease immediately as of the time
the Participant is notified his or her service is terminated for Cause, and
this Option shall thereupon terminate. Notwithstanding anything herein to the
contrary, if subsequent to the Participant’s termination, but prior to the
exercise of the Option, the Board of Directors of the Company determines that,
either prior or subsequent to the Participant’s termination, the Participant
engaged in conduct which would constitute Cause, then the Participant shall
immediately cease to have any right to exercise the Option and this Option
shall thereupon terminate.


                    In
the event of the Disability of the Participant, as determined in accordance
with the Plan, the Option shall be exercisable within one year after the
Participant’s termination of


2





service due to Disability or, if earlier, on or prior
to the Option Expiration Date as specified in the Stock Option Grant Notice. In
such event, the Option shall be exercisable:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 to the extent that the Option has become exercisable
 but has not been exercised as of the date of the Participant’s termination of
 service due to Disability; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 in the event rights to exercise the Option accrue
 periodically, to the extent of a pro rata portion through the date of the
 Participant’s termination of service due to Disability of any additional
 vesting rights that would have accrued on the next vesting date had the
 Participant not become Disabled. The proration shall be based upon the number
 of days accrued in the current vesting period prior to the date of the
 Participant’s termination of service due to Disability.

 



                    In
the event of the death of the Participant while an employee, director or
Consultant of the Company or of an Affiliate, the Option shall be exercisable
by the Participant’s Survivors within one year after the date of death of the
Participant or, if earlier, on or prior to the Option Expiration Date as
specified in the Stock Option Grant Notice. In such event, the Option shall be
exercisable:


	
  

 	
  

 	
  

 
	
  

 	
 (x)

 	
 to the extent that the Option has become exercisable
 but has not been exercised as of the date of death; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (y)

 	
 in the event rights to exercise the Option accrue
 periodically, to the extent of a pro rata portion through the date of death
 of any additional vesting rights that would have accrued on the next vesting
 date had the Participant not died. The proration shall be based upon the
 number of days accrued in the current vesting period prior to the
 Participant’s date of death.

 






	
  

 	
  

 
	
  

 	
 5. METHOD OF EXERCISING OPTION.

 



                    Subject
to the terms and conditions of this Agreement, the Option may be exercised by
written notice to the Company or its designee, in substantially the form of Exhibit A
attached hereto. Such notice shall state the number of Shares with respect to
which the Option is being exercised and shall be signed by the person
exercising the Option. Payment of the Exercise Price for such Shares shall be
made in accordance with Paragraph 9 of the Plan. The Company shall deliver such
Shares as soon as practicable after the notice shall be received, provided,
however, that the Company may delay issuance of such Shares until completion of
any action or obtaining of any consent, which the Company deems necessary under
any applicable law (including, without limitation, state securities or “blue
sky” laws). The Shares as to which the Option shall have been so exercised
shall be registered in the Company’s share register in the name of the person
so exercising the Option (or, if the Option shall be exercised by the
Participant and if the Participant shall so request in the notice exercising
the Option, shall be registered in the Company’s share register in the name of
the Participant and another person jointly, with right of survivorship) and
shall be delivered as provided above to or upon the 


3





written order of the person exercising the Option. In
the event the Option shall be exercised, pursuant to Section 4 hereof, by any
person other than the Participant, such notice shall be accompanied by
appropriate proof of the right of such person to exercise the Option. All
Shares that shall be purchased upon the exercise of the Option as provided
herein shall be fully paid and nonassessable.


	
  

 	
  

 
	
  

 	
 6. PARTIAL EXERCISE.

 



                    Exercise
of this Option to the extent above stated may be made in part at any time and
from time to time within the above limits, except that no fractional share
shall be issued pursuant to this Option.


	
  

 	
  

 
	
  

 	
 7. NON-ASSIGNABILITY.

 



                    The
Option shall not be transferable by the Participant otherwise than by will or
by the laws of descent and distribution. If this Option is a Non-Qualified
Option then it may also be transferred pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retirement
Income Security Act or the rules thereunder. Except as provided above in this
paragraph, the Option shall be exercisable, during the Participant’s lifetime,
only by the Participant (or, in the event of legal incapacity or incompetency,
by the Participant’s guardian or representative) and shall not be assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or similar process. Any
attempted transfer, assignment, pledge, hypothecation or other disposition of
the Option or of any rights granted hereunder contrary to the provisions of
this Section 7, or the levy of any attachment or similar process upon the
Option shall be null and void.


	
  

 	
  

 
	
  

 	
 8. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE.

 



                    The
Participant shall have no rights as a stockholder with respect to Shares
subject to this Agreement until registration of the Shares in the Company’s
share register in the name of the Participant. Except as is expressly provided
in the Plan with respect to certain changes in the capitalization of the
Company, no adjustment shall be made for dividends or similar rights for which
the record date is prior to the date of such registration.


	
  

 	
  

 
	
  

 	
 9. ADJUSTMENTS.

 



                    The
Plan contains provisions covering the treatment of Options in a number of
contingencies such as stock splits and mergers. Provisions in the Plan for
adjustment with respect to stock subject to Options and the related provisions
with respect to successors to the business of the Company are hereby made applicable
hereunder and are incorporated herein by reference.


	
  

 	
  

 
	
  

 	
 10. TAXES.

 



                    The
Participant acknowledges and agrees that (i) any income or other taxes due from
the Participant with respect to this Option or the Shares issuable upon
exercise of this 


4





Option shall be the Participant’s responsibility; (ii)
the Participant was free to use professional advisors of his or her choice in
connection with this Agreement, has received advice from his or her
professional advisors in connection with this Agreement, understands its
meaning and import, and is entering into this Agreement freely and without
coercion or duress; (iii) the Participant has not received and is not relying
upon any advice, representations or assurances made by or on behalf of the Company
or any Affiliate or any employee of or counsel to the Company or any Affiliate
regarding any tax or other effects or implications of the Option, the Shares or
other matters contemplated by this Agreement and (iv) neither the Company its
Affiliates, nor any of its officers or directors, shall be held liable for any
applicable costs, taxes, or penalties associated with the Option if, in fact,
the Internal Revenue Service were to determine that the Option constitutes
deferred compensation under Section 409A of the Code.


                    If
this Option is designated in the Stock Option Grant Notice as an ISO and there
is a Disqualifying Disposition (as defined in Section 15 below) or if the Option is
converted into a Non-Qualified Option and such Non-Qualified Option is
exercised, the Participant agrees that the Company may withhold from the
Participant’s remuneration, if any, the minimum statutory amount of federal,
state and local withholding taxes attributable to such amount that is
considered compensation includable in such person’s gross income. At the
Company’s discretion, the amount required to be withheld may be withheld in
cash from such remuneration, or in kind from the Shares otherwise deliverable
to the Participant on exercise of the Option. The Participant further agrees
that, if the Company does not withhold an amount from the Participant’s
remuneration sufficient to satisfy the Company’s income tax withholding
obligation, the Participant will reimburse the Company on demand, in cash, for
the amount under-withheld.


	
  

 	
  

 
	
  

 	
 11. PURCHASE FOR INVESTMENT.

 



                    Unless
the offering and sale of the Shares to be issued upon the particular exercise
of the Option shall have been effectively registered under the Securities Act
of 1933, as now in force or hereafter amended (the “1933 Act”), the Company
shall be under no obligation to issue the Shares covered by such exercise
unless and until the following conditions have been fulfilled:


	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The person(s) who exercise the Option shall warrant
 to the Company, at the time of such exercise, that such person(s) are
 acquiring such Shares for their own respective accounts, for investment, and
 not with a view to, or for sale in connection with, the distribution of any
 such Shares, in which event the person(s) acquiring such Shares shall be
 bound by the provisions of the following legend which shall be endorsed upon
 any certificate(s) evidencing the Shares issued pursuant to such exercise:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 “The shares represented by this certificate have
 been taken for investment and they may not be sold or otherwise transferred
 by any person, including a pledgee, unless (1) either (a) a Registration
 Statement with respect to such shares shall be effective under the Securities
 Act of 1933, as amended, or (b) the Company shall have received an opinion of
 counsel satisfactory to it that an exemption from registration under such Act
 is

 


5









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 then available, and (2) there shall have been
 compliance with all applicable state securities laws;” and

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 If the Company so requires, the Company shall
 have received an opinion of its counsel that the Shares may be issued upon
 such particular exercise in compliance with the 1933 Act without registration
 thereunder. Without limiting the generality of the foregoing, the Company may
 delay issuance of the Shares until completion of any action or obtaining of
 any consent, which the Company deems necessary under any applicable law
 (including without limitation state securities or “blue sky” laws).

 






	
  

 	
  

 
	
  

 	
 12. RESTRICTIONS ON TRANSFER OF SHARES.

 



          12.1
The Shares acquired by the Participant pursuant to the exercise of the Option granted hereby shall not be transferred by the
Participant except as permitted herein.


          12.2
In the event of the Participant’s termination of service for any reason, the Company shall have the option, but not the obligation,
to repurchase all or any part of the Shares issued pursuant to this Agreement (including, without limitation, Shares purchased after
termination of service, Disability or death in accordance with Section 4 hereof).  In the event the Company does not, upon the
termination of service of the Participant (as described above), exercise its option pursuant to this Section 12.2, the restrictions
set forth in the balance of this Agreement shall not thereby lapse, and the Participant for himself or herself, his or her heirs,
legatees, executors, administrators and other successors in interest, agrees that the Shares shall remain subject to such
restrictions.  The following provisions shall apply to a repurchase under this Section 12.2:


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 The per share repurchase price of the Shares to be sold to the Company upon exercise of its option under this Section 12.2 shall be
equal to the Fair Market Value of each such Share determined in accordance with the Plan as of the date of repurchase provided,
however, in the event of a termination by the Company for Cause, the per share repurchase price of the Shares to be sold to the
Company upon exercise of its option under this Section 12.2 shall be equal to the lesser of the Exercise Price and the Fair Market
Value on the date of the repurchase.

 
	
  

 
	
  

 	
 (ii)

 	
 The Company’s option to repurchase the Participant’s Shares in the event of termination of service shall be valid for a period of 12
months commencing with the date of such termination of service.

 
	
  

 
	
  

 	
 (iii)

 	
 In the event the Company shall be entitled to and shall elect to exercise its option to repurchase the Participant’s Shares under
this Section 12.2, the Company shall notify the Participant, or in case of death, his or her Survivor, in writing of its intent to
repurchase the Shares.  Such written notice may be mailed by the Company up to and including the last day of the time period provided
for in Section 12.2(ii) for exercise of the Company’s option to repurchase.

 



6








	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 The written
 notice to the Participant shall specify the address at, and the time and date
 on, which payment of the repurchase price is to be made (the “Closing”). The
 date specified shall not be less than ten days nor more than 60 days from the
 date of the mailing of the notice, and the Participant or his or her
 successor in interest with respect to the Shares shall have no further rights
 as the owner thereof from and after the date specified in the notice. At the
 Closing, the repurchase price shall be delivered to the Participant or his or
 her successor in interest and the Shares being purchased, duly endorsed for
 transfer, shall, to the extent that they are not then in the possession of
 the Company, be delivered to the Company by the Participant or his or her
 successor in interest.

 



          12.3
It shall be a condition precedent to the validity of any sale or other transfer
of any Shares by the Participant that the following restrictions be complied
with (except as hereinafter otherwise provided):


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 No Shares
 owned by the Participant may be sold, pledged or otherwise transferred
 (including by gift or devise) to any person or entity, voluntarily, or by
 operation of law, except in accordance with the terms and conditions
 hereinafter set forth.

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 Before
 selling or otherwise transferring all or part of the Shares, the Participant
 shall give written notice of such intention to the Company, which notice
 shall include the name of the proposed transferee, the proposed purchase
 price per share, the terms of payment of such purchase price and all other
 matters relating to such sale or transfer and shall be accompanied by a copy
 of the binding written agreement of the proposed transferee to purchase the
 Shares of the Participant. Such notice shall constitute a binding offer by
 the Participant to sell to the Company such number of the Shares then held by
 the Participant as are proposed to be sold in the notice at the monetary
 price per share designated in such notice, payable on the terms offered to
 the Participant by the proposed transferee (provided, however, that the
 Company shall not be required to meet any non-monetary terms of the proposed
 transfer, including, without limitation, delivery of other securities in
 exchange for the Shares proposed to be sold). The Company shall give written
 notice to the Participant as to whether such offer has been accepted in whole
 by the Company within 60 days after its receipt of written notice from the
 Participant. The Company may only accept such offer in whole and may not
 accept such offer in part. Such acceptance notice shall fix a time, location
 and date for the Closing on such purchase (“Closing Date”) which shall not be
 less than ten nor more than sixty days after the giving of the acceptance
 notice, provided, however, if any of the Shares to be sold pursuant to this
 Section 12.3 have been held by the Participant for less than six months, then
 the Closing Date may be extended by the Company until no more than ten days
 after such Shares have been held by the Participant for six months if
 required under applicable accounting rules in effect at the time. The place
 for such Closing shall be at the Company’s principal office. At such Closing,
 the Participant shall accept payment as set forth herein and shall deliver to
 the Company in exchange

 


7









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 therefor
 certificates for the number of Shares stated in the notice accompanied by
 duly executed instruments of transfer.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 If the
 Company shall fail to accept any such offer, the Participant shall be free to
 sell all, but not less than all, of the Shares set forth in his or her notice
 to the designated transferee at the price and terms designated in the
 Participant’s notice, provided that (i) such sale is consummated within six
 months after the giving of notice by the Participant to the Company as
 aforesaid, and (ii) the transferee first agrees in writing to be bound by the
 provisions of this Section 12 so that such transferee (and all subsequent
 transferees) shall thereafter only be permitted to sell or transfer the
 Shares in accordance with the terms hereof. After the expiration of such six
 months, the provisions of this Section 12.3 shall again apply with respect to
 any proposed voluntary transfer of the Participant’s Shares.

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 The
 provisions of this Section 12.3 may be waived by the Company. Any such waiver
 may be unconditional or based upon such conditions as the Company may impose.

 



          12.4
In the event that the Participant or his or her successor in interest fails to
deliver the Shares to be repurchased by the Company under this Agreement, the
Company may elect (a) to establish a segregated account in the amount of
the repurchase price, such account to be turned over to the Participant or his
or her successor in interest upon delivery of such Shares, and
(b) immediately to take such action as is appropriate to transfer record
title of such Shares from the Participant to the Company and to treat the
Participant and such Shares in all respects as if delivery of such Shares had been
made as required by this Agreement. The Participant hereby irrevocably grants
the Company a power of attorney which shall be coupled with an interest for the
purpose of effectuating the preceding sentence.


          12.5
If the Company shall pay a stock dividend or declare a stock split on or with
respect to any of its Common Stock, or otherwise distribute securities of the
Company to the holders of its Common Stock, the number of shares of stock or
other securities of the Company issued with respect to the shares then subject
to the restrictions contained in this Agreement shall be added to the Shares
subject to the Company’s rights to repurchase pursuant to this Agreement. If
the Company shall distribute to its stockholders shares of stock of another
corporation, the shares of stock of such other corporation, distributed with
respect to the Shares then subject to the restrictions contained in this
Agreement, shall be added to the Shares subject to the Company’s rights to
repurchase pursuant to this Agreement.


          12.6
If the outstanding shares of Common Stock of the Company shall be subdivided
into a greater number of shares or combined into a smaller number of shares, or
in the event of a reclassification of the outstanding shares of Common Stock of
the Company, or if the Company shall be a party to a merger, consolidation or
capital reorganization, there shall be substituted for the Shares then subject
to the restrictions contained in this Agreement such amount and kind of
securities as are issued in such subdivision, combination, reclassification,
merger, consolidation or capital reorganization in respect of the Shares
subject immediately prior thereto to the Company’s rights to repurchase
pursuant to this Agreement.


8





          12.7
The Company shall not be required to transfer any Shares on its books which
shall have been sold, assigned or otherwise transferred in violation of this
Agreement, or to treat as owner of such Shares, or to accord the right to vote
as such owner or to pay dividends to, any person or organization to which any
such Shares shall have been so sold, assigned or otherwise transferred, in
violation of this Agreement.


          12.8
The provisions of Sections 12.1, 12.2 and 12.3 shall terminate upon the
effective date of the registration of the Shares pursuant to the Securities
Exchange Act of 1934.


          12.9
The Participant agrees that in the event the Company proposes to offer for sale
to the public any of its equity securities and such Participant is requested by
the Company and any underwriter engaged by the Company in connection with such
offering to sign an agreement restricting the sale or other transfer of Shares,
then it will promptly sign such agreement and will not transfer, whether in
privately negotiated transactions or to the public in open market transactions
or otherwise, any Shares or other securities of the Company held by him or her
during such period as is determined by the Company and the underwriters, not to
exceed 180 days following the closing of the offering, plus such additional
period of time as may be required to comply with Marketplace Rule 2711 of the
National Association of Securities Dealers, Inc. or similar rules thereto (such
period, the “Lock-Up Period”). Such agreement shall be in writing and in form
and substance reasonably satisfactory to the Company and such underwriter and
pursuant to customary and prevailing terms and conditions. Notwithstanding
whether the Participant has signed such an agreement, the Company may impose
stop-transfer instructions with respect to the Shares or other securities of
the Company subject to the foregoing restrictions until the end of the Lock-Up
Period.


          12.10
The Participant acknowledges and agrees that neither the Company, its
shareholders nor its directors and officers, has any duty or obligation to
disclose to the Participant any material information regarding the business of
the Company or affecting the value of the Shares before, at the time of, or
following a termination of the service of the Participant by the Company,
including, without limitation, any information concerning plans for the Company
to make a public offering of its securities or to be acquired by or merged with
or into another firm or entity.


          12.11
All certificates representing the Shares to be issued to the Participant
pursuant to this Agreement shall have endorsed thereon a legend substantially
as follows: “The shares represented by this certificate are subject to
restrictions set forth in a Stock Option Agreement dated _________, 200__ with
this Company, a copy of which Agreement is available for inspection at the
offices of the Company or will be made available upon request.”


	
  

 	
  

 	
  

 
	
  

 	
 13. NO
 OBLIGATION TO MAINTAIN RELATIONSHIP.

 



                    The
Participant acknowledges that: (i) the Company is not by the Plan or this
Option obligated to continue the Participant as an employee, director or
Consultant of the Company or an Affiliate; (ii) the Plan is discretionary in
nature and may be suspended or terminated by the Company at any time; (iii) the
grant of the Option is a one-time benefit which 


9





does not
create any contractual or other right to receive future grants of options, or
benefits in lieu of options; (iv) all determinations with respect to any such
future grants, including, but not limited to, the times when options shall be
granted, the number of shares subject to each option, the option price, and the
time or times when each option shall be exercisable, will be at the sole
discretion of the Company; (v) the Participant’s participation in the Plan is
voluntary; (vi) the value of the Option is an extraordinary item of
compensation which is outside the scope of the Participant’s employment or
consulting contract, if any; and (vii) the Option is not part of normal or expected
compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, pension or
retirement benefits or similar payments.


	
  

 	
  

 	
  

 
	
  

 	
 14. IF OPTION IS
 INTENDED TO BE AN ISO. 

 



                    If
this Option is designated in the Stock Option Grant Notice as an ISO so that
the Participant (or the Participant’s Survivors) may qualify for the favorable
tax treatment provided to holders of Options that meet the standards of Section
422 of the Code then any provision of this Agreement or the Plan which
conflicts with the Code so that this Option would not be deemed an ISO is null
and void and any ambiguities shall be resolved so that the Option qualifies as
an ISO. Nonetheless, if the Option is determined not to be an ISO, the
Participant understands that neither the Company nor any Affiliate is
responsible to compensate him or her or otherwise make up for the treatment of
the Option as a Non-Qualified Option and not as an ISO. The Participant should
consult with the Participant’s own tax advisors regarding the tax effects of
the Option and the requirements necessary to obtain favorable tax treatment
under Section 422 of the Code, including, but not limited to, holding period
requirements.


                    Notwithstanding
the foregoing, to the extent that the Option is
designated in the Stock Option Grant Notice as an ISO and is not deemed to be an ISO
pursuant to Section 422(d) of the Code because the aggregate Fair Market Value
(determined as of the Date of Option Grant) of any of the Shares with respect
to which this ISO is granted becomes exercisable for the first time during any
calendar year in excess of $100,000, the portion of the Option representing
such excess value shall be treated as a Non-Qualified Option and the
Participant shall be deemed to have taxable income measured by the difference
between the then Fair Market Value of the Shares received upon exercise and the
price paid for such Shares pursuant to this Agreement. 


	
  

 	
  

 	
  

 
	
  

 	
 15. NOTICE TO
COMPANY OF DISQUALIFYING DISPOSITION OF AN ISO.

 



                    If
this Option is designated in the Stock Option Grant Notice as an ISO then the
Participant agrees to notify the Company in writing immediately after the
Participant makes a Disqualifying Disposition of any of the Shares acquired
pursuant to the exercise of the ISO. A Disqualifying Disposition is defined in
Section 424(c) of the Code and includes any disposition (including any sale) of
such Shares before the later of (a) two years after the date the Participant
was granted the ISO or (b) one year after the date the Participant acquired
Shares by exercising the ISO, except as otherwise provided in Section 424(c) of
the Code. If the Participant has died before the Shares are sold, these holding
period requirements do not apply and no Disqualifying Disposition can occur
thereafter.


10









	
  

 	
  

 	
  

 
	
  

 	
 16. NOTICES.

 



                    Any
notices required or permitted by the terms of this Agreement or the Plan shall
be given by recognized courier service, facsimile, registered or certified
mail, return receipt requested, addressed as follows:


If to the
Company: 


	
  

 	
  

 
	
  

 	
 Wave2Wave
 Communications, Inc.

 
	
  

 	
 433
 Hackensack Avenue

 
	
  

 	
 Hackensack,
 NJ 07601

 
	
  

 	
 Attention:
 Eric Mann, Chief Financial Officer

 



If to the
Participant at the address set forth on the Stock Option Grant Notice 


or to such
other address or addresses of which notice in the same manner has previously
been given. Any such notice shall be deemed to have been given upon the earlier
of receipt, one business day following delivery to a recognized courier service
or three business days following mailing by registered or certified mail.


	
  

 	
  

 	
  

 
	
  

 	
 17. GOVERNING
 LAW.

 



                    This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware, without giving effect to the conflict of law principles
thereof. For the purpose of litigating any dispute that arises under this
Agreement, the parties hereby consent to exclusive jurisdiction in the State of
New Jersey and agree that such litigation shall be conducted in the state
courts of New Jersey or the federal courts of the United States for the
District of New Jersey.


	
  

 	
  

 	
  

 
	
  

 	
 18. BENEFIT OF
 AGREEMENT.

 



                    Subject
to the provisions of the Plan and the other provisions hereof, this Agreement
shall be for the benefit of and shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.


	
  

 	
  

 	
  

 
	
  

 	
 19. ENTIRE
 AGREEMENT.

 



                    This
Agreement, together with the Plan, embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings
relating to the subject matter hereof. No statement, representation, warranty,
covenant or agreement not expressly set forth in this Agreement shall affect or
be used to interpret, change or restrict, the express terms and provisions of
this Agreement, provided, however, in any event, this Agreement shall be subject
to and governed by the Plan.


11









	
  

 	
  

 	
  

 
	
  

 	
 20. MODIFICATIONS
 AND AMENDMENTS.

 



                    The
terms and provisions of this Agreement may be modified or amended as provided
in the Plan.


	
  

 	
  

 	
  

 
	
  

 	
 21. WAIVERS AND
 CONSENTS.

 



                    Except
as provided in the Plan, the terms and provisions of this Agreement may be
waived, or consent for the departure therefrom granted, only by written
document executed by the party entitled to the benefits of such terms or
provisions. No such waiver or consent shall be deemed to be or shall constitute
a waiver or consent with respect to any other terms or provisions of this
Agreement, whether or not similar. Each such waiver or consent shall be
effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.


	
  

 	
  

 	
  

 
	
  

 	
 22. DATA PRIVACY.

 



                    By
entering into this Agreement, the Participant: (i) authorizes the Company and
each Affiliate, and any agent of the Company or any Affiliate administering the
Plan or providing Plan recordkeeping services, to disclose to the Company or
any of its Affiliates such information and data as the Company or any such
Affiliate shall request in order to facilitate the grant of options and the administration
of the Plan; (ii) waives any data privacy rights he or she may have with
respect to such information; and (iii) authorizes the Company and each
Affiliate to store and transmit such information in electronic form.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


12





Exhibit
A


NOTICE OF EXERCISE OF STOCK OPTION


 [Form for Unregistered Shares]


To:     Wave2Wave
Communications, Inc.


Ladies and
Gentlemen:


          I
hereby exercise my Stock Option to purchase __________ shares (the “Shares”) of
the common stock, $0.0001 par value, of Wave2Wave Communications, Inc. (the
“Company”), at the exercise price of $_____ per share, pursuant to and subject
to the terms of that certain Stock Option Agreement between the undersigned and
the Company dated ________, 200_.


          I
am aware that the Shares have not been registered under the Securities Act of
1933, as amended (the “1933 Act”), or any state securities laws. I understand
that the reliance by the Company on exemptions under the 1933 Act is predicated
in part upon the truth and accuracy of the statements by me in this Notice of
Exercise.


          I
hereby represent and warrant that (1) I have been furnished with all
information which I deem necessary to evaluate the merits and risks of the
purchase of the Shares; (2) I have had the opportunity to ask questions
concerning the Shares and the Company and all questions posed have been
answered to my satisfaction; (3) I have been given the opportunity to obtain
any additional information I deem necessary to verify the accuracy of any
information obtained concerning the Shares and the Company; and (4) I have such
knowledge and experience in financial and business matters that I am able to
evaluate the merits and risks of purchasing the Shares and to make an informed
investment decision relating thereto.


          I
hereby represent and warrant that I am purchasing the Shares for my own
personal account for investment and not with a view to the sale or distribution
of all or any part of the Shares.


          I
understand that because the Shares have not been registered under the 1933 Act,
I must continue to bear the economic risk of the investment for an indefinite
time and the Shares cannot be sold unless the Shares are subsequently
registered under applicable federal and state securities laws or an exemption
from such registration requirements is available.


          I
agree that I will in no event sell or distribute or otherwise dispose of all or
any part of the Shares unless (1) there is an effective registration statement
under the 1933 Act and applicable state securities laws covering any such
transaction involving the Shares or (2) the Company receives an opinion of my
legal counsel (concurred in by legal counsel for the Company) stating that such
transaction is exempt from registration or the Company otherwise satisfies
itself that such transaction is exempt from registration.


Exhibit A-1





          I
consent to the placing of a legend on my certificate for the Shares stating
that the Shares have not been registered and setting forth the restriction on
transfer contemplated hereby and to the placing of a stop transfer order on the
books of the Company and with any transfer agents against the Shares until the
Shares may be legally resold or distributed without restriction.


          I
understand that at the present time Rule 144 of the Securities and Exchange
Commission (the “SEC”) may not be relied on for the resale or distribution of
the Shares by me. I understand that the Company has no obligation to me to register
the sale of the Shares with the SEC and has not represented to me that it will
register the sale of the Shares.


          I
understand the terms and restrictions on the right to dispose of the Shares set
forth in the 2009 Employee, Director and Consultant Equity Incentive Plan and
the Stock Option Agreement, both of which I have carefully reviewed. I consent
to the placing of a legend on my certificate for the Shares referring to such
restriction and the placing of stop transfer orders until the Shares may be
transferred in accordance with the terms of such restrictions.


          I
have considered the Federal, state and local income tax implications of the
exercise of my Option and the purchase and subsequent sale of the Shares.


          I
am paying the option exercise price for the Shares as follows:


	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 Please issue
 the Shares (check one):

 
	
  

 	
  

 	
  

 
	
  

 	
 o

 	
 to me; or

 
	
  

 	
  

 	
  

 
	
  

 	
 o

 	
 to me and
 ________________, as joint tenants with right of survivorship

 



and mail the
certificate to me at the following address:


	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 


Exhibit A-2





          My
mailing address for shareholder communications, if different from the address
listed above is:


	
  

 
	

 


 
	
  

 
	

 


 
	
  

 
	

 


 






	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 
	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 Participant
 (signature)

 
	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 Print Name

 
	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 Date

 
	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 Social
 Security Number

 


Exhibit A-3







Exhibit
B


NOTICE OF EXERCISE
OF STOCK OPTION


[Form for
Employees for Shares registered in the United States]  


To:     Wave2Wave
Communications, Inc.


IMPORTANT NOTICE: This form of Notice of Exercise may
only be used at such time as the Company has filed a Registration Statement
with the Securities and Exchange Commission under which the issuance of the
Shares for which this exercise is being made is registered and such
Registration Statement remains effective.


Ladies and Gentlemen:


          I
hereby exercise my Stock Option to purchase _________ shares (the “Shares”) of
the common stock, $0.0001 par value, of Wave2Wave Communications, Inc. (the
“Company”), at the exercise price of $________ per share, pursuant to and
subject to the terms of that Stock Option Grant Notice dated _______________,
200_.


          I
understand the nature of the investment I am making and the financial risks
thereof. I am aware that it is my responsibility to have consulted with
competent tax and legal advisors about the relevant national, state and local
income tax and securities laws affecting the exercise of the Option and the
purchase and subsequent sale of the Shares.


          I
am paying the option exercise price for the Shares as follows:


	
  

 
	

 


 



          Please
issue the Shares (check one):


          o to me; or 


          o to me
and ____________________________, as joint tenants with right of survivorship,


	
  

 	
  

 
	
  

 	
 at the following address:

 
	
  

 	
  

 
	
  

 	

 


 
	
  

 	

 


 
	
  

 	

 


 


Exhibit B-1





          My
mailing address for shareholder communications, if different from the address
listed above, is:


	
  

 	
  

 
	
  

 	

 


 
	
  

 	

 


 
	
  

 	

 


 






	
  

 	
  

 
	
  

 	
 Very truly yours,

 
	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 Participant
 (signature)

 
	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 Print Name

 
	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 Date

 
	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 Social Security
 Number

 



Exhibit B-2