Exhibit 4.2


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED,
OR ANY STATE SECURITIES OR BLUE SKY LAWS AND NEITHER THE SECURITIES NOR ANY
INTEREST THEREIN MAY BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION UNDER SUCH ACT OR LAWS AND THE
RULES AND REGULATIONS THEREUNDER. 


WAVE2WAVE COMMUNICATIONS, INC.

COMMON STOCK WARRANT


	
  

 	
  

 
	
 WARRANT NO. XX

 	
 [_______]

 



This certifies that, for value received, Lee Haskin
(the “Holder”), is entitled to purchase from Wave2Wave Communications,
Inc., a Delaware corporation (the “Corporation”), [_______] shares of
the Corporation’s Common Stock, at a per share price (the “Exercise Price”)
equal to $[_______], at any time or from time to time during the Exercise
Period. As used herein, “Exercise Period” will mean the period commencing on
the date hereof and ending at midnight on the ten year anniversary of the date
hereof. 


                         Certain terms used in this Warrant are defined in Section 10 herein.


          1.
Exercise of Warrant.


                         At
the option of the Holder, the Holder may exercise the rights represented by
this Warrant as follows:


                    (a)
The rights represented by this Warrant may be exercised by the Holder
hereof, in whole or in part at any time or from time to time during the
Exercise Period, by delivering to the Corporation at its offices set forth on
the signature pages hereof, the following three items: (i) a written notice
executed by the Holder (or its authorized representative) electing to exercise
all or any portion of this Warrant, and if the Holder is exercising this
Warrant in part, identifying the number of Warrant Shares to be acquired, such
notice to be substantially in the Form of Subscription attached hereto as Attachment
1, (ii) this Warrant and (iii) payment to the Corporation of the Exercise
Price for each share (or fraction thereof) being purchased by delivery of any
combination of one or more of the following: cash, wire transfer or check. 


                    (b)
In the event of any exercise of the rights represented by this Warrant,
a certificate or certificates for the Warrant Shares, registered in the name of
the Holder or its designee, will be delivered to the Holder hereof within a
reasonable time, not exceeding fifteen (15) days, after the rights represented
by this Warrant will have been so exercised, and, unless this Warrant has
expired, a new Warrant representing the number of Warrant Shares (including any
fractional share, if any) with respect to which this Warrant will not then have
been exercised will also be issued to the Person entitled to receive the same
within such time. The Person in whose name any certificate for Warrant Shares
is issued upon exercise of this Warrant will for all 





purposes be deemed to have become the Holder of record
of such shares on the date on which this Warrant was surrendered and payment of
the Exercise Price was made, irrespective of the date of delivery of such
certificate. The Corporation will pay all expenses, taxes (other than transfer
taxes) and other charges payable in connection with the preparation, issuance
and delivery of share certificates for Warrant Shares and new Warrants. 


                    (c)
No fractional shares of Common Stock will be issued upon exercise of
this Warrant. Instead of any fractional shares of Common Stock which would
otherwise be issuable upon exercise of any such Warrant, the Holder may deduct
from the aggregate Exercise Price an amount equal to the product of (i) the
price of one share of Common Stock and (ii) such fractional interest.


          2. Covenants of the Corporation.


                         The
Corporation covenants and agrees that:


                    (a)
All Warrant Shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be validly issued, fully paid
and non-assessable, and free from all taxes, liens, security interests, charges
or other encumbrances with respect to the issuance thereof. 


                    (b)
The Corporation will at all times keep reserved, free from preemptive
rights, out of its authorized but unissued shares of Common Stock, solely for
the purpose of effecting the exercise of this Warrant, sufficient number of
shares of Common Stock to provide for the Warrant Shares.


          3. Adjustment of Shares.


                    (a)
In the event of any capital reorganization of the Corporation, any
reclassification of the stock of the Corporation (other than a change in par
value or from par value to no par value or from no par value to par value or as
a result of a stock dividend or subdivision, split-up or combination of shares)
or any consolidation or merger of the Corporation, this Warrant will after such
reorganization, reclassification, consolidation or merger be exercisable for
the kind and number of shares of stock or other securities or property of the
Corporation (or of the corporation resulting from such consolidation or
surviving such merger) that any holder of the number of shares of Common Stock
deliverable upon exercise of this Warrant (immediately prior to the time of
such reorganization, reclassification, consolidation or merger) would have been
entitled upon such reorganization, reclassification, consolidation or merger.
The provisions of this clause will similarly apply to successive
reorganizations, reclassifications, consolidations or mergers.


                    (b)
Whenever the Warrant will be adjusted as provided in Section 3(a), the Corporation will make available for inspection
during regular business hours, at its principal executive offices or at such
other place as may be designated by the Corporation, a statement, signed by its
chief executive officer, showing in detail the facts requiring such adjustment
and the Warrant Shares that will be in effect after such adjustment. The
Corporation will also cause a copy of such statement to be sent by first class
certified mail, return receipt requested and postage prepaid, to the Holder at
such Holder’s address appearing on the Corporation’s records. 


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Where appropriate, such copy may be given in advance
and may be included as part of any notice required to be mailed under the
provisions of Section 3(c) below.


                    (c)
If the Corporation will propose to take any action of the types described in
Section 3(a), the Corporation will
give notice to the Holder, which notice will specify the record date, if any,
with respect to any such action and the date on which such action is to take
place. Such notice will also set forth such facts with respect thereto as will
be reasonably necessary to indicate the effect of such action (to the extent
such effect may be known at the date of such notice) on the number, kind or class
of shares or other securities or property which will be deliverable or
purchasable upon the occurrence of such action or deliverable upon exercise of
this Warrant. In the case of any action which would require the fixing of a
record date, such notice will be given at least twenty (20) days prior to the
date so fixed, and in case of all other actions, such notice will be given at
least thirty (30) days prior to the taking of such proposed action. Failure to
give such notice, or any defect therein, will not affect the legality or
validity of any such action.


                    (d)
The computations of all amounts under this Section 3 will be made assuming all
other anti-dilution or similar adjustments to be made to the terms of all other
securities resulting from the transaction causing an adjustment pursuant to
this Section 3 have previously been made so as to maintain the relative
economic interest of the Warrants vis a vis all other
securities issued by the Corporation.


          4. No Stockholder Rights; Limitation of Liability.


                         The
Holder will not be entitled to any voting rights or other rights as a
stockholder of the Corporation by reason of the rights granted under this
Warrant until the Holder will purchase shares of Common Stock hereunder. No
provision hereof, in the absence of affirmative action by the Holder to
purchase Warrant Shares, and no enumeration herein of the rights or privileges
of the Holder will give rise to any liability of the Holder for the payment of
the Exercise Price or as a stockholder of the Corporation.


          5.
Warrant Agency; Transfer, Exchange and Replacement of Warrants.


                    (a)
Warrant Agency. As long as any of the Warrants remain outstanding, the
Corporation will perform the obligations of and be the warrant agency with
respect to the Warrants (the “Warrant Agency”) at its address set forth
on the signature pages hereof or at such other address as the Corporation will
specify by notice to the Holder.


                    (b)
Ownership of Warrant. The Corporation may deem and treat the Person in
whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by any
Person other than the Corporation) for all purposes and will not be affected by
any notice to the contrary, until due presentment of this Warrant for
registration of transfer as provided in this Section 5.


                    (c)
Transfer of Warrant. The Holder may not sell, assign, transfer, pledge,
hypothecate or otherwise dispose of all or any portion of this Warrant
(including the Warrant Shares) at any time without the prior written consent of
the Corporation.


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                    (d)
Division or Combination of Warrants. This Warrant may be divided or
combined with other warrants upon presentment hereof and of any warrant or
warrants with which this Warrant is to be combined at the Warrant Agency,
together with a written notice specifying the names and denominations in which
the new warrant or warrants are to be issued, signed by the holders hereof and
thereof or their respective duly authorized agents or attorneys. Subject to
compliance with Section 5(c) as to any transfer or assignment which may be
involved in the division or combination, the Corporation will execute and
deliver a new warrant or warrants in exchange for the warrant or warrants to be
divided or combined in accordance with such notice.


                    (e)
Loss, Theft, Destruction of Warrant Certificates. Upon receipt of evidence
by the Corporation of the ownership of and the loss, theft, destruction or
mutilation of the Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security by the Corporation or, in
the case of any such mutilation, upon surrender and cancellation of the
Warrant, the Corporation will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing
the right to purchase the same aggregate number of shares of Common Stock.


          6.
Successors.


                         All
the provisions of this Warrant by or for the benefit of the Corporation or the
Holder will bind and inure to the benefit of their respective successors and
assigns.


          7. Headings.


                         The
headings of sections of this Warrant have been inserted for convenience of
reference only, are not to be considered a part hereof and will in no way
modify or restrict any of the terms or provisions hereof.


          8.
Remedies; Amendment and Waiver.


                    (a)
No failure or delay of any party in exercising any power or right hereunder
will operate as a waiver thereof (except where a specific time period for the
exercise of such power or right is expressly set forth herein), nor will any
single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. No notice
or demand on any party in any case will entitle such party to any other or
future notice or demand in similar or other circumstances.


                    (b)
Except as otherwise provided herein, the provisions of the Warrants may be
amended only if the Corporation has obtained the written consent of the Holder.
Any such amendment, modification or waiver effected pursuant to and in
accordance with the provisions of this Section 80 will be binding upon the
holders of all Warrants and Warrant Shares, upon each future holder thereof and
upon the Corporation. In the event of any such amendment, modification or
waiver, if appropriate, notation thereof will be made on all Warrants
thereafter surrendered for registration of transfer or exchange.


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          9.
Severability.


                         Whenever
possible, each provision of this Warrant will be interpreted in such manner as
to be effective and valid under Applicable Law, but if any provision of this
Warrant is held to be invalid, illegal or unenforceable in any respect under
any Applicable Law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other jurisdiction,
and such invalid, void or otherwise unenforceable provisions will be null and
void. It is the intent of the parties, however, that any invalid, void or
otherwise unenforceable provisions be automatically replaced by other
provisions which are as similar as possible in terms to such invalid, void or
otherwise unenforceable provisions but are valid and enforceable to the fullest
extent permitted by law.


          10.
Definitions; Interpretation.


                    (a)
Definitions. The following terms have meanings set forth below:


                         “Applicable
Law” will mean, with respect to any Person, property, transaction or event,
all present and future applicable laws, statutes, regulations, treaties,
judgments and decrees and all applicable official directives, rules, consents,
approvals, authorizations, orders, guidelines and policies of any Governmental
Authority or Persons having authority over or applicable to such Person or any
of its assets or properties.


                         “Business
Day” will mean any day other than a Saturday, Sunday or a day on which
banks are authorized or required to be closed in New York City.


                         “Common
Stock” will mean the common voting equity securities, of the Corporation. 


                         “Governmental
Authority” will mean the United States Congress, any legislature, assembly,
council or other legislative body and any Federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality,
or any court or any judicial or quasi-judicial body or authority, in each case
whether of or involving the United States of America or any political
subdivision thereof.


                         “Person”
will be construed broadly and will include any natural person, company,
partnership, joint venture, corporation, business trust, unincorporated
organization or Governmental Authority.


                         “Warrant
Agency” has the meaning given to such term in Section 5.


                         “Warrant
Shares” means the Common Stock issued or issuable upon exercise of the
Warrants; provided, that if there is a change such that the securities
issuable upon exercise of the Warrants are issued by an entity other than the
Corporation or there is a change in the class of securities so issuable, then
the term “Warrant Shares” will mean the securities issuable upon exercise of
the Warrants.


                    (b)
Terms Generally. The definitions contained in this Warrant will apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any 


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pronoun will include the corresponding masculine,
feminine and neuter forms. The words “include,” “includes” and “including” will
be deemed to be followed by the phrase “without limitation.”


          11.
Governing Law.


                    (a)
ALL QUESTIONS CONCERNING THE CONSTRUCTION, INTERPRETATION AND VALIDITY OF THIS
AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC
LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT
OF LAW PROVISION OR RULE (WHETHER IN THE STATE OF NEW YORK OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF NEW YORK. 


                    (b)
FOR ALL PURPOSES OF THIS WARRANT AND FOR ALL PURPOSES OF ANY SUIT OR PROCEEDING
ARISING OUT OF OR RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, EACH OF THE PARTIES HEREBY SUBMITS
TO THE PERSONAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA SITTING IN NEW YORK, AND ANY
APPELLATE COURT FROM ANY SUCH STATE OR FEDERAL COURT, AND HEREBY IRREVOCABLY
AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK COURT OR, TO THE EXTENT
PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HEREBY AGREES THAT
A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING WILL BE CONCLUSIVE AND MAY BE
ENFORCED IN ANY OTHER JURISDICTION WITHIN THE UNITED STATES BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY UNITED STATES LAW. EACH OF THE
PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT
MAY LEGALLY AND EFFECTIVELY DO SO, (i) ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS WARRANT OR ANY RELATED MATTER IN ANY NEW YORK STATE
OR FEDERAL COURT SITTING IN NEW YORK, (ii) THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT AND
(iii) TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING.


          12.
Notices.


All notices, demands and requests of any kind to be
delivered to any party hereto in connection with this Warrant will be in
writing, (a) delivered personally, (b) sent by internationally-recognized
overnight courier, (c) sent by first class, registered or certified mail,
return receipt requested or (d) by telecopy, telegram or other means of
recorded telecommunication with confirmed receipt (with hard copy to follow by
first class mail). Any notice, demand or request so delivered will constitute
valid notice under this Warrant and will be deemed to have been received (iv)
on the day of actual delivery in the case of personal delivery, (v) on the next



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Business Day after the date when sent, in the case of
delivery by internationally-recognized overnight courier, (vi) on the tenth
Business Day after the date of deposit in the U.S. mail in the case of mailing
or (vii) one Business Day after being sent by telecopy with confirmed receipt
(with hard copy to follow by first class mail). The mailing address of the
Corporation is set forth on the signature pages hereto, and the mailing
addresses of the Holder is [_______]. Any party hereto may, from time to time
by notice in writing served upon the other as aforesaid, designate a different
mailing address or a different person to which all such notices, demands or
requests thereafter are to be addressed.


*   *   *   *


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                    IN
WITNESS WHEREOF, WAVE2WAVE COMMUNICATIONS, INC. has caused this Warrant to be
executed by its duly authorized officers under its corporate seal, and this
Warrant to be dated as of the date first set forth above.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 WAVE2WAVE COMMUNICATIONS, INC.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title: 

 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Address:

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Continental Plaza, 6th Floor

 433 Hackensack Avenue

 Hackensack, New Jersey 07601

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Attention: President

 	
  

 









FORM OF
SUBSCRIPTION


[To be signed upon
exercise of Warrant]


TO: Wave2Wave Communications, Inc.


                    The
undersigned, the holder of the within Warrant, hereby irrevocably elects to
exercise the purchase right represented by such Warrant for, and to purchase
thereunder, ______ Common Shares of Wave2Wave Communications, Inc., and
herewith tenders payment of [identify amount and form of payment] in full
payment of the purchase price for such shares, and requests that the
certificates for such shares be issued in the name of, and be delivered to,
___________, whose address is __________________________.


	
  

 	
  

 	
  

 	
  

 
	
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 (Address)