Exhibit 10.96



AMENDMENT TO CONSENT AGREEMENT AND
NOTE MODIFICATION


This AMENDMENT
TO CONSENT AGREEMENT AND NOTE MODIFICATION (the “Amendment”) is entered into as of January 11, 2011 by and
among RNK HOLDING COMPANY, a Massachusetts business trust (“RNK Holding”), HANOVER LEASING, LLC,
a Delaware limited liability company (“Hanover”), MR. DOUG DENNY-BROWN, an individual (“Denny-Brown”),
MR. NEAL HART, an individual (“Hart”), MR. GLENN POKRAKA, an individual (“Pokraka”),
MR. JOHN SKINNER, an individual (“Skinner”), MR. FRED WEYMSS, an individual (together with RNK
Holding, Hanover, Denny-Brown, Hart, Pokraka and Skinner, each a “Subordinated Creditor” and collectively the
“Subordinated Creditors”) and WAVE2WAVE COMMUNICATIONS, INC., a Delaware corporation (the “Borrower”).


WHEREAS, the Borrower
and the Subordinated Creditors are party to that certain Consent Agreement and Note Modification, dated as of December 14, 2010
(the “Consent”) pursuant to which, among other things, the Subordinated Creditors agreed to extend the maturity
date of the Amended Subordinated Notes (as defined in the Consent) to July 13, 2011; and


WHEREAS, in consideration
of Borrower agreeing to an aggregate partial repayment of $1,000,000 on the Amended Subordinated Notes upon the closing of the
Borrower’s contemplated initial public offering, the Subordinated Creditors have agreed that the maturity date of the Amended
Subordinated Notes shall be further extended to March 31, 2012.


NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows.


1.Amendment
of Section 1(b) of Consent. Section 1(b) of the Consent is hereby amended by deleting the first and second sentence of such
Section in their entirety and replacing them with the following:


“Notwithstanding
any provision of the Note Modification Agreement, any of the Amended Subordinated Notes or the Original Consent to the contrary,
subject to the Borrower issuing the shares as described above and subject to the payment by the Borrower of $1,000,000 on the Amended
Subordinated Notes at the closing of the IPO (in the proportions that the shares were issued to the Subordinated Creditors), the
Subordinated Creditors hereby agree (i) to waive the requirement of the repayment in full of the Amended Subordinated Notes at
the closing of the IPO and (ii) that the Amended Subordinated Notes are hereby amended to provide that the maturity date of the
Amended Subordinated Notes shall be the earlier of: March 31, 2012 or the next financing achieved by Borrower following the IPO
and repayment in full of the loan from Victory Park Management, LLC and Victory Park Credit Opportunities Master Fund, Ltd. made
to Borrower on September 8, 2009, as amended, restated, supplemented or modified (the “Senior Note”); provided, that,
if the closing of the IPO does not occur, then the maturity date of the Amended Subordinated Notes shall be July 13, 2011 or the
next financing achieved by Borrower after repayment of the Senior Note. In the event that any proceeds remain from a financing,
other than the IPO, (such financing referred to as an “Alternative Financing”) through which Borrower repays in full
of the Senior Note, after such repayment, except as otherwise agreed by 

 






the
  Subordinated Creditors (as defined in this Agreement), the remaining proceeds
  from such Alternative Financing will be used to repay the Amended Subordinated
  Notes.”

2.Modification,
Amendment or Waiver. Except as otherwise modified by this Amendment, the Consent shall remain in full force and effect. Any
modification, amendment or waiver of any provision of this Amendment, or any consent to any departure by any party from the terms
hereof, shall not be effective in any event unless the same is in writing and signed by all parties hereto. By their signatures
hereto, each of the Subordinated Creditors hereby authorizes and directs RNK Holding to execute and deliver any such modification,
waiver or consent on its behalf.


3.Further
Assurances. Each party to this Amendment promptly will execute and deliver such further instruments and agreements and do such
further acts and things as may be reasonably requested in writing by any other party hereto that may be necessary or desirable
in order to effect fully the purposes of this Amendment.


4.Successors
and Assigns. This Amendment and the rights and benefits hereof shall inure to the benefit of, and shall be binding upon, the
respective successors and assigns of the parties.


5.Headings.
The paragraph headings used in this Amendment are for convenience only and shall not affect the interpretation of any of the provisions
hereof.


6.Counterparts.
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Furthermore, such counterparts may be delivered by facsimile or by electronic mail
in “portable document format” (or “.pdf”), with any such counterpart delivered in such way deemed an original.


7.Costs.Borrower
also agrees to pay all reasonable legal fees of Noteholders, incurred in connection with the extension of the maturity date of
the Amended Subordinated Notes, not later than the maturity date of the Amended Subordinated Notes,


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IN WITNESS WHEREOF,
each party has caused this Amendment to be executed as of the date first above written.


	 	BORROWER: 
	 	 
	 	WAVE2WAVE COMMUNICATIONS, 
	 	INC.,
    a Delaware corporation 
	 	 	 
	 	By:	/s/ Eric Mann
	 	Name:	 Eric Mann 
	 	Title:	 Chief Financial
        Officer 
	 
	 	By:	/s/
        Aaron Dobrinsky
	 	Name:  	 Aaron Dobrinsky 
	 	Title:	 Chief Executive
        Officer 
	 
	SUBORDINATED CREDITORS: 	 	 
	RNK HOLDING COMPANY,
        a 	HANOVER LEASING, LLC,
    a Delaware 
	Massachusetts business
        trust 	limited liability company 
	 
	By: 	/s/
    Richard N. Koch	 	By:	/s/
        Arthur P. Beecher
	Name:   	Richard
    N. Koch	 	Name:	Arthur
    P. Beecher
	Title: 	President	 	Title:	President
	 	 	 
	 	 	 
	MR. DOUG DENNY-BROWN,
        an individual 	 	MR. NEAL HART,
        an individual 
	 
	By: 	/s/
    Doug Denny-Brown	 	By:	/s/
    Neal Hart
	 
	 	 	 
	MR. GLENN POKRAKA,
        an individual 	 	MR. JOHN SKINNER,
        an individual 
	 
	By: 	/s/
    Glenn Pokraka	 	By:	/s/
    John Skinner
	 
	 	 	 
	MR. FRED WEYMSS,
        an individual 	 	 
	 
	By: 	/s/
    Fred Weymss