Exhibit 10.97

LETTER AGREEMENT

 


January 11, 2011


 


 


WAVE2WAVE COMMUNICATIONS, INC.


RNK, INC.


WAVE2WAVE VOIP COMMUNICATIONS, LLC


WAVE2WAVE DATA COMMUNICATIONS, LLC


WAVE2WAVE COMMUNICATIONS MID-WEST REGION, LLC


RNK VA, LLC


433 Hackensack Avenue, 5th Floor

Hackensack, New Jersey 07601

	Telephone:
	(201) 968-9797

	Facsimile:
	(201) 968-1886

	Attention:
	Eric Mann, Chief Financial Officer






Re:      Forbearance Agreement


 


Ladies and Gentlemen:


 


Reference is hereby made
to (i) that certain Financing Agreement dated as of September 8, 2009 (as amended, restated, supplemented or otherwise modified
from time to time, the “Financing Agreement”) by and among Wave2Wave Communications, Inc., a Delaware corporation
(“Borrower”), RNK, Inc., a Massachusetts corporation (“RNK”), Wave2Wave VOIP Communications,
LLC, a Delaware limited liability company (“VOIP”), Wave2Wave Data Communications, LLC a Delaware limited liability
company (“Wave Data”), Wave2Wave Communications Mid-West Region, LLC, a Delaware limited liability company (“Wave
Communications”), RNK VA, LLC, a Virginia limited liability company (“RNK VA”), Victory Park Management,
LLC, as agent (in such capacity, the “Agent”) for the financial institutions from time to time party thereto
(collectively, the “Lenders”) and such Lenders and (ii) that certain Seventh Forbearance Agreement dated as
of December 13, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Forbearance Agreement”)
by and among Borrower, RNK, VOIP, Wave Data, Wave Communications, RNK VA, Agent and the Lenders. Capitalized terms used but not
defined in this letter shall have the respective meanings set forth in the Financing Agreement.


 


The Credit Parties, Agent
and Lenders hereby agree that the Forbearance Agreement is hereby amended by deleting clauses (a) and (b) set forth in Section
6 thereof in their entirety and replacing them with the following, respectively:


 


“(a)     IPO.
On or prior to February 11, 2011, the Companies shall consummate an IPO, pursuant to which Borrower will issue at least 1,700,000
units (collectively, the “Units”), each consisting of one share of Common Stock and a warrant to purchase one
share of Common Stock for a purchase price equal to or greater than $4.25 per Unit (the “February IPO”).”














“(b)     IPO
Prepayment. On or prior to February 16, 2011, the Companies shall pay to Agent in cash in immediately available funds an amount
equal to $2,000,000 from the proceeds of the February IPO, which amount shall be applied to reduce the principal balance of the
Term Note; provided however, if, upon exercise of the underwriter’s overallotment option, Borrower issues greater than 1,700,000
Units in connection with the February IPO, such amount shall be increased on a dollar-for-dollar basis by the cash proceeds (net
of all underwriting, dealer, and brokerage fees, discounts and commissions) received in connection with such additional issuance
(up to an aggregate amount not to exceed $2,700,000).”


 


Except as specifically
amended hereby, all terms, conditions, covenants, representations and warranties contained in the Forbearance Agreement, the Financing
Agreement and the other Transaction Documents, and all rights of the Lenders and the Agent and
all of the obligations under the Forbearance Agreement, the Financing Agreement and the other Transaction Documents, shall remain
in full force and effect. 


This letter agreement shall
be governed by the internal laws of the State of Illinois.


 


[Remainder of Page
Intentionally Left Blank; Signature Page Follows]














IN WITNESS WHEREOF,
each of the undersigned have executed this letter agreement as of the date first written above.





VICTORY PARK
MANAGEMENT, LLC, as

Agent




By: /s/ Matthew Ray                         

Name: Matthew Ray

Title: Manager

  



VICTORY PARK
CREDIT OPPORTUNITIES

MASTER FUND, LTD., as a Lender


By: Victory Park Capital Advisors, LLC

Its: Investment Manager




By: /s/ Scott R. Zemnick                         

Name: Scott R. Zemnick

Title: General
Counsel

















Agreed and Acknowledged:


 


WAVE2WAVE COMMUNICATIONS, INC., a Delaware corporation


By: /s/ Eric Mann                    


Name: Eric Mann                    


Title: Chief Financial Officer     


 


RNK, INC., a Massachusetts corporation


By: /s/ Eric Mann                    


Name: Eric Mann                    

Title: Treasurer                        



 

WAVE2WAVE VOIP COMMUNICATIONS, LLC, a Delaware limited liability
company


By: /s/ Eric Mann                    


Name: Eric Mann                    

Title: Chief Financial Officer     



 

WAVE2WAVE DATA COMMUNICATIONS, LLC, a Delaware limited liability
company


By: /s/ Eric Mann                    


Name: Eric Mann                    

Title: Chief Financial Officer     



 

WAVE2WAVE COMMUNICATIONS MID-WEST REGION, LLC, a Delaware
limited liability company


By: /s/ Eric Mann                    


Name: Eric Mann                    

Title: Chief Financial Officer     



 

RNK
VA, LLC, a Virginia limited liability company


By: /s/ Eric Mann                    


Name: Eric Mann                    


Title: Treasurer