Exhibit
10.81


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 15below) 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 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.


          12.2
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.


	
  

 	
  

 
	
  

 	
 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 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 


6





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.


7









	
  

 	
  

 
	
  

 	
 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.


8









	
  

 	
  

 
	
  

 	
 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: (a) 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; (b) waives any data privacy rights he or she may
have with respect to such information; and (c) authorizes the Company and each
Affiliate to store and transmit such information in electronic form.


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9







Exhibit
A


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 A-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 A-2