Exhibit 4.7



THIS WARRANT AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
(1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE
SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


IN ADDITION, THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED,
OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT,
OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF
SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF SIX (6) MONTHS IMMEDIATELY
FOLLOWING THE DATE OF EFFECTIVENESS OF THE COMPANY’S REGISTRATION STATEMENT
NO.: 333-164791 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, EXCEPT IN
ACCORDANCE WITH FINRA RULE 5110(G)(2).


WAVE2WAVE
COMMUNICATIONS, INC.


UNDERWRITER’S WARRANT


 [                     ] shares of Common Stock


____________, 2010


          This UNDERWRITER’S WARRANT (this “Warrant”) of Wave2Wave Communications, Inc., a corporation
duly organized and validly existing under the laws of the State of Delaware
(the “Company”), is being issued
pursuant to that certain Underwriting Agreement, dated as of ______________,
2010 (the “Underwriting Agreement”),
by and among the Company and Aegis Capital Corp., as the representative of the
underwriters named therein (the “Representatives”)
relating to a firm commitment public offering (the “Offering”) of ______ shares (the “Shares”) of Common Stock, $0.0001 par value per share (the “Common Stock”) and _____ warrants (the “Warrant”)
to purchase shares Common Stock, of the Company, underwritten by the
Representative and the underwriters named in the Underwriting Agreement.


          FOR
VALUE RECEIVED, the Company hereby grants to _____ and
its permitted successors and assigns (collectively, the “Holder”) the right to purchase from the
Company up to _____ (____) shares of Common Stock [3% of number of Shares sold]
(such shares underlying this Warrant, the “Warrant
Shares”), at a per share purchase price equal to $5.80 (the “Exercise Price”), subject to the terms,
conditions and adjustments set forth below in this Warrant.





          1. Date
of Warrant Exercise. This Warrant shall become exercisable on the date that
is one (1) year from the Base Date (the “Exercise
Date”). As used in this Warrant, the term “Base Date” shall
mean _____, 2010 (the effective date of the Registration
Statement –
File No. 333-171199). Except as otherwise provided for herein or as permitted
by applicable rules of the Financial Industry Regulatory Authority, Inc., this
Warrant shall not be sold, transferred, assigned, pledged or hypothecated prior
to the Exercise Date.


          2. Expiration
of Warrant. This Warrant shall expire on the five (5) year anniversary of
the Base Date (the “Expiration Date”).


          3. Exercise
of Warrant. This Warrant shall be exercisable pursuant to the terms of this
Section 3.


                    3.1
Manner of Exercise.


                    (a)
This Warrant may only be exercised by the Holder hereof on or after the
Exercise Date and on or prior to the Expiration Date, in accordance with the
terms and conditions hereof, in whole or in part (but not as to fractional
shares) with respect to any portion of this Warrant, during the Company’s
normal business hours on any day other than a Saturday or a Sunday or a day on
which commercial banking institutions in New York, New York are authorized by
law to be closed (a “Business Day”),
by surrender of this Warrant to the Company at its office maintained pursuant
to Section 10.2(a) hereof, accompanied by a written exercise notice in the form
attached as Exhibit A to this Warrant (or a reasonable facsimile
thereof) duly executed by the Holder, together with the payment of the
aggregate Exercise Price for the number of Warrant Shares purchased upon
exercise of this Warrant. Upon surrender of this Warrant, the Company shall
cancel this Warrant document and shall, in the event of partial exercise,
replace it with a new Warrant document in accordance with Section 3.3


                    (b)
Except as provided for in Section 3.1(c) below, each exercise of this Warrant
must be accompanied by payment in full of the aggregate Exercise Price in cash
by check or wire transfer in immediately available funds for the number of
Warrant Shares being purchased by the Holder upon such exercise.


                    (c)
The aggregate Exercise Price for the number of Warrant Shares being purchased
may also, in the sole discretion of the Holder, be paid in full or in part on a
“cashless basis” at the election of the Holder:


                    (i)
in the form of Common Stock owned by the Holder (based on the Fair Market Value
(as defined below) of such Common Stock on the date of exercise);


                    (ii)
in the form of Warrant Shares withheld by the Company from the Warrant Shares
otherwise to be received upon exercise of this Warrant having an aggregate Fair
Market Value on the date of exercise equal to the aggregate Exercise Price of
the Warrant Shares being purchased by the Holder; or





                    (iii)
by a combination of the foregoing, provided that the combined value of all cash
and the Fair Market Value of any shares surrendered to the Company is at least
equal to the aggregate Exercise Price for the number of Warrant Shares being
purchased by the Holder.


                    For
purposes of this Warrant, the term “Fair
Market Value” means with respect to a particular date, the average
closing price of the Common Stock for the five (5) trading days immediately
preceding the applicable exercise date herein as officially reported by the
principal securities exchange on which the Common Stock is then listed or
admitted to trading, or, if the Common Stock is not listed or admitted to
trading on any securities exchange as determined in good faith by resolution of
the Board of Directors of the Company, based on the best information available
to it.


                    For
purposes of illustration of a cashless exercise of this Warrant under Section
3.1(c)(ii) (or for a portion thereof for which cashless exercise treatment is
requested as contemplated by Section 3.1(c)(iii) hereof), the calculation of
such exercise shall be as follows:


	
  

 	
  

 	
  

 
	
 X = Y
 (A-B)/A

 
	
  

 
	
 where:

 
	
  

 	
  

 	
  

 
	
  

 	
 X =

 	
 the number of Warrant Shares to be issued to the Holder (rounded to
 the nearest whole share).

 
	
  

 	
  

 	
  

 
	
  

 	
 Y =

 	
 the number of Warrant Shares with respect to which this Warrant
 is being exercised.

 
	
  

 	
  

 	
  

 
	
  

 	
 A =

 	
 the Fair Market Value of the Common Stock.

 
	
  

 	
  

 	
  

 
	
  

 	
 B =

 	
 the Exercise Price.

 


                    (d)
For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended,
understood, and acknowledged that the Common Stock issuable upon exercise of
this Warrant in a cashless exercise transaction as described in Section 3.1(c)
above shall be deemed to have been acquired at the time this Warrant was
issued. Moreover, it is intended, understood, and acknowledged that the holding
period for the Common Stock issuable upon exercise of this Warrant in a
cashless exercise transaction as described in Section 3.1(c) above shall be
deemed to have commenced on the date this Warrant was issued.


                    3.2
When Exercise Effective. Each exercise of this Warrant shall be deemed
to have been effected immediately prior to the close of business on the
Business Day on which this Warrant shall have been duly surrendered to the
Company as provided in Sections 3.1 and 12 hereof, and, at such time, the
Holder in whose name any certificate or certificates for Warrant Shares shall
be issuable upon exercise as provided in Section 3.3 hereof shall be deemed to
have become the holder or holders of record thereof of the number of Warrant
Shares purchased upon exercise of this Warrant.





                    3.3
Delivery of Common Stock Certificates and New Warrant. As soon as
reasonably practicable after each exercise of this Warrant, in whole or in
part, and in any event within five (5) Business Days thereafter, the Company,
at its expense (including the payment by it of any applicable issue taxes),
will cause to be issued in the name of and delivered to the Holder hereof or,
subject to Sections 9 and 10 hereof, as the Holder (upon payment by the Holder
of any applicable transfer taxes) may direct:


                    (a)
a certificate or certificates (with appropriate restrictive legends, as
applicable) for the number of duly authorized, validly issued, fully paid and
nonassessable Warrant Shares to which the Holder shall be entitled upon
exercise; and


                    (b)
in case exercise is in part only, a new Warrant document of like tenor, dated
the date hereof, for the remaining number of Warrant Shares issuable upon
exercise of this Warrant after giving effect to the partial exercise of this
Warrant (including the delivery of any Warrant Shares as payment of the
Exercise Price for such partial exercise of this Warrant).


          4. Certain
Adjustments. For so long as this Warrant is outstanding:


                    4.1
Mergers or Consolidations. If at any time after the date hereof there
shall be a capital reorganization (other than a combination or subdivision of
Common Stock otherwise provided for herein) resulting in a reclassification to
or change in the terms of securities issuable upon exercise of this Warrant (a
“Reorganization”), or a merger or
consolidation of the Company with another corporation, association,
partnership, organization, business, individual, government or political
subdivision thereof or a governmental agency (a “Person” or the “Persons”)
(other than a merger with another Person in which the Company is a continuing
corporation and which does not result in any reclassification or change in the
terms of securities issuable upon exercise of this Warrant or a merger effected
exclusively for the purpose of changing the domicile of the Company) (a “Merger”), then, as a part of such
Reorganization or Merger, lawful provision and adjustment shall be made so that
the Holder shall thereafter be entitled to receive, upon exercise of this
Warrant, the number of shares of stock or any other equity or debt securities
or property receivable upon such Reorganization or Merger by a holder of the
number of shares of Common Stock which might have been purchased upon exercise
of this Warrant immediately prior to such Reorganization or Merger. In any such
case, appropriate adjustment shall be made in the application of the provisions
of this Warrant with respect to the rights and interests of the Holder after
the Reorganization or Merger to the end that the provisions of this Warrant
(including adjustment of the Exercise Price then in effect and the number of
Warrant Shares) shall be applicable after that event, as near as reasonably may
be, in relation to any shares of stock, securities, property or other assets
thereafter deliverable upon exercise of this Warrant. The provisions of this
Section 4.1 shall similarly apply to successive Reorganizations and/or Mergers.


                    4.2
Splits and Subdivisions; Dividends. In the event the Company should at
any time or from time to time effectuate a split or subdivision of the
outstanding shares of Common Stock or pay a dividend in or make a distribution
payable in additional shares of Common Stock or Common Stock Equivalents
without payment of any consideration by such holder for the additional shares
of Common Stock or Common Stock Equivalents (including the 





additional shares of Common Stock issuable upon conversion or exercise
thereof), then, as of the applicable record date (or the date of such
distribution, split or subdivision if no record date is fixed), the per share
Exercise Price shall be appropriately decreased and the number of Warrant
Shares shall be appropriately increased in proportion to such increase (or
potential increase) of outstanding shares; provided, however, that no adjustment
shall be made in the event the split, subdivision, dividend or distribution is
not effectuated.


                    4.3
Combination of Shares. If the number of shares of Common Stock
outstanding at any time after the date hereof is decreased by a combination of
the outstanding shares of Common Stock, the per share Exercise Price shall be
appropriately increased and the number of shares of Warrant Shares shall be
appropriately decreased in proportion to such decrease in outstanding shares.


                    4.4
Adjustments for Other Distributions. In the event the Company shall
declare a distribution payable in securities of other Persons, evidences of
indebtedness issued by the Company or other Persons, assets (excluding cash
dividends or distributions to the holders of Common Stock paid out of current
or retained earnings and declared by the Company’s board of directors) or
options or rights not referred to in Sections 4.2, 4.3 or 4.4, then, in each
such case for the purpose of this Section 4.5, upon exercise of this Warrant,
the Holder shall be entitled to a proportionate share of any such distribution
as though the Holder was the actual record holder of the number of Warrant
Shares as of the record date fixed for the determination of the holders of Common
Stock of the Company entitled to receive such distribution.


          5. No
Impairment. The Company will not, by amendment of its articles of
incorporation or by-laws or through any consolidation, merger, reorganization,
transfer of assets, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all of the terms and in the taking of all actions necessary or
appropriate in order to protect the rights of the Holder against impairment.


          6. Chief
Financial Officer’s Report as to Adjustments. With respect to each
adjustment pursuant to Section 4 of this Warrant, the Company, at its expense,
will promptly compute the adjustment or re-adjustment in accordance with the
terms of this Warrant and cause its Chief Financial Officer to certify the
computation (other than any computation of the fair value of property of the
Company, as the case may be) and prepare a report setting forth, in reasonable
detail, the event requiring the adjustment or re-adjustment and the amount of
such adjustment or re-adjustment, the method of calculation thereof and the
facts upon which the adjustment or re-adjustment is based, and the Exercise
Price and the number of Warrant Shares or other securities purchasable
hereunder after giving effect to such adjustment or re-adjustment, which report
shall be mailed by first class mail, postage prepaid to the Holder. The Company
will also keep copies of all reports at its office maintained pursuant to
Section 10.2(a) hereof and will cause them to be available for inspection at
the office during normal business hours upon reasonable notice by the Holder or
any prospective purchaser of the Warrant designated by the Holder thereof.





          7. Reservation
of Shares. The Company shall, solely for the purpose of effecting the
exercise of this Warrant, at all times during the term of this Warrant, reserve
and keep available out of its authorized shares of Common Stock, free from all
taxes, liens and charges with respect to the issue thereof and not subject to
preemptive rights or other similar rights of shareholders of the Company, such
number of its shares of Common Stock as shall from time to time be sufficient
to effect in full the exercise of this Warrant. If at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to
effect in full the exercise of this Warrant, in addition to such other remedies
as shall be available to Holder, the Company will promptly take such corporate
action as may, in the opinion of its counsel, be necessary to increase the
number of authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes, including without limitation,
using its Reasonable Best Efforts (as defined in Section 14 hereof) to obtain
the requisite shareholder approval necessary to increase the number of
authorized shares of Common Stock. The Company hereby represents and warrants
that all shares of Common Stock issuable upon exercise of this Warrant shall be
duly authorized and, when issued and paid for upon exercise, shall be validly
issued, fully paid and nonassessable.


          8. Registration
and Listing.


                    8.1
Definition of Registrable Securities; Majority. As used herein, the term
“Registrable Securities” means any
shares of Common Stock issuable upon the exercise of this Warrant, until the
date (if any) on which such shares shall have been transferred or exchanged and
new certificates for them not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent disposition of them
shall not require registration or qualification of them under the Securities
Act or any similar state law then in force. For purposes of this Warrant, the
term “Majority”, in reference to
the holders of Registrable Securities, shall mean in excess of fifty percent
(50%) of the then outstanding Warrant Shares (assuming the exercise of the
entire Warrant) that: (i) are not held by the Company, an affiliate, officer,
creditor, employee or agent thereof or any of their respective affiliates,
members of their family, Persons acting as nominees or in conjunction therewith
and (ii) have not be resold to the public pursuant to a registration statement
filed under the Securities Act.


                    8.2
Incidental Registration Rights.


                    (a)
If the Company, at any time on or after the Base Date through the fifth
anniversary of the Base Date, proposes to register any of its securities under
the Securities Act (other than in connection with a registration on Form S-4 or
S-8 or any successor forms) whether for its own account or for the account of
any holder or holders of its shares other than Registrable Securities (any
shares of such holder or holders (but not those of the Company and not
Registrable Securities) with respect to any registration are referred to herein
as, “Other Shares”), the Company
shall each such time give prompt (but not less than thirty (30) days prior to
the anticipated effectiveness thereof) written notice to the holders of
Registrable Securities of its intention to do so. Upon the written request of
any such holder of Registrable Securities made within ten (10) days after the
receipt of any such notice (which request shall specify the Registrable
Securities intended to be disposed of by such holder), except as set forth in
Section 8.2(b), the Company will use its Reasonable Best Efforts to effect the
registration under the







Securities Act of all of the Registrable Securities which the Company
has been so requested to register by such holder, to the extent requisite to
permit the disposition of the Registrable Securities so to be registered, by
inclusion of such Registrable Securities in the registration statement which
covers the securities which the Company proposes to register; provided, however, that if, at any time
after giving written notice of its intention to register any securities and
prior to the effective date of the registration statement filed in connection
with such registration, the Company shall determine for any reason in its sole
discretion either to not register, to delay or to withdraw registration of such
securities, the Company may, at its election, give written notice of such
determination to such holder and, thereupon: (i) in the case of a determination
not to register, shall be relieved of its obligation to register any
Registrable Securities in connection with such registration (but not from its
obligation to pay the Registration Expenses in connection therewith), (ii) in
the case of a determination to delay registration, shall be permitted to delay
registering any Registrable Securities for the same period as the delay in
registering such other securities (including the Other Shares), and (iii) in
the case of a determination to withdraw registration, shall be permitted to
withdraw registration. The Company will pay all Registration Expenses in
connection with each registration of Registrable Securities pursuant to this
Section 8.2. 


                    (b)
If the Company at any time proposes to register any of its securities under the
Securities Act as contemplated by this Section 8.2 and such securities are to
be distributed by or through one or more underwriters, the Company will, if
requested by a holder of Registrable Securities, use its Reasonable Best
Efforts to arrange for such underwriters to include all the Registrable
Securities to be offered and sold by such holder among the securities to be distributed
by such underwriters, provided that if the managing underwriter of such
underwritten offering shall inform the Company by letter of its belief that
inclusion in such distribution of all or a specified number of such securities
proposed to be distributed by such underwriters would interfere with the
successful marketing of the securities being distributed by such underwriters
(such letter to state the basis of such belief and the approximate number of
such Registrable Securities, such Other Shares and shares held by the Company
proposed so to be registered which may be distributed without such effect),
then the Company may, upon written notice to such holder, the other holders of
Registrable Securities, and holders of such Other Shares, reduce pro rata in
accordance with the number of shares of Common Stock desired to be included in
such registration (if and to the extent stated by such managing underwriter to
be necessary to eliminate such effect) the number of such Registrable
Securities and Other Shares the registration of which shall have been requested
by each holder thereof so that the resulting aggregate number of such
Registrable Securities and Other Shares so included in such registration,
together with the number of securities to be included in such registration for
the account of the Company, shall be equal to the number of shares stated in
such managing underwriter’s letter. 


                    8.3
Registration Procedures. Whenever the holders of Registrable Securities
have properly requested that any Registrable Securities be registered pursuant
to the terms of this Warrant, the Company shall use its Reasonable Best Efforts
to effect the registration and the sale of such Registrable Securities in
accordance with the intended method of disposition thereof, and pursuant
thereto the Company shall as expeditiously as possible: 





                    (a)
prepare and file with the SEC a registration statement with respect to such
Registrable Securities and use its Reasonable Best Efforts to cause such
registration statement to become effective; 


                    (b)
notify such holders of the effectiveness of each registration statement filed
hereunder and prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection therewith as
may be necessary to (i) keep such registration statement effective and the
prospectus included therein usable for a period commencing on the date that
such registration statement is initially declared effective by the SEC and
ending on the date when all Registrable Securities covered by such registration
statement have been sold pursuant to the registration statement or cease to be
Registrable Securities, and (ii) comply with the provisions of the Securities
Act with respect to the disposition of all securities covered by such
registration statement during such period in accordance with the intended
methods of disposition by the sellers thereof set forth in such registration
statement; 


                    (c)
furnish to such holders such number of copies of such registration statement,
each amendment and supplement thereto, the prospectus included in such
registration statement (including each preliminary prospectus) and such other
documents as such seller may reasonably request in order to facilitate the
disposition of the Registrable Securities owned by such holders; 


                    (d)
use its Reasonable Best Efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions
as such holders reasonably request and do any and all other acts and things
which may be reasonably necessary or advisable to enable such holders to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by such holders; provided, however,
that the Company shall not be required to: (i) qualify generally to do business
in any jurisdiction where it would not otherwise be required to qualify but for
this subparagraph; (ii) subject itself to taxation in any such jurisdiction; or
(iii) consent to general service of process in any such jurisdiction; 


                    (e)
notify such holders, at any time when a prospectus relating thereto is required
to be delivered under the Securities Act, of the happening of any event as a
result of which the prospectus included in such registration statement contains
an untrue statement of a material fact or omits any material fact necessary to
make the statements therein, in light of the circumstances in which they are
made, not materially misleading, and, at the reasonable request of such
holders, the Company shall prepare a supplement or amendment to such prospectus
so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus shall not contain an untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein, in light of the circumstances in which they are made, not materially
misleading; 


                    (f)
provide a transfer agent and registrar for all such Registrable Securities not
later than the effective date of such registration statement; 


                    (g)
make available for inspection by any underwriter participating in any
disposition pursuant to such registration statement, and any attorney,
accountant or other agent 





retained
by any such underwriter, all financial and other records, pertinent corporate
documents and properties of the Company, and cause the Company’s officers,
directors, managers, employees and independent accountants to supply all
information reasonably requested by any such underwriter, attorney, accountant
or agent in connection with such registration statement; 


                    (h)
otherwise use its Reasonable Best Efforts to comply with all applicable rules
and regulations of the SEC, and make available to its security holders, as soon
as reasonably practicable, an earnings statement of the Company, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act
and, at the option of the Company, Rule 158 thereunder; 


                    (i)
in the event of the issuance of any stop order suspending the effectiveness of
a registration statement, or of any order suspending or preventing the use of
any related prospectus or suspending the qualification of any Registrable
Securities included in such registration statement for sale in any
jurisdiction, the Company shall use its Reasonable Best Efforts promptly to
obtain the withdrawal of such order; 


                    (j)
use its Reasonable Best Efforts to cause any Registrable Securities covered by
such registration statement to be registered with or approved by such other
governmental agencies or authorities as may be necessary to enable the sellers
thereof to consummate the disposition of such Registrable Securities; and 


                    (k)
if the offering is underwritten, use its Reasonable Best Efforts to furnish on
the date that Registrable Securities are delivered to the underwriters for sale
pursuant to such registration, an opinion dated such date of counsel
representing the Company for the purposes of such registration, addressed to
the underwriters covering such issues as are reasonably required by such
underwriters. 


                    8.4
Listing. The Company shall secure the listing of the Common Stock
underlying this Warrant upon each national securities exchange or automated
quotation system upon which shares of Common Stock are then listed or quoted
(subject to official notice of issuance) and shall maintain such listing of
shares of Common Stock. The Company shall at all times comply in all material
respects with the Company’s reporting, filing and other obligations under the
by-laws or rules of The Nasdaq Capital Market (or such other national
securities exchange or market on which the Common Stock may then be listed, as
applicable). 


                    8.6
Expenses. The Company shall pay all Registration Expenses relating to
the registration and listing obligations set forth in this Section 8. For
purposes of this Warrant, the term “Registration
Expenses” means: (a) all registration, filing and FINRA (as defined
below) fees, (b) all reasonable fees and expenses of complying with securities
or blue sky laws, (c) all word processing, duplicating and printing expenses,
(d) the fees and disbursements of counsel for the Company and of its
independent public accountants, including the expenses of any special audits or
“cold comfort” letters required by or incident to such performance and compliance,
and (e) premiums and other costs of policies of insurance (if any) against
liabilities arising out of the public offering of the Registrable Securities
being registered if the Company 





desires
such insurance, if any; provided however,
that, in any case where Registration Expenses are not to be borne by the
Company, such expenses shall not include (and such expenses shall be borne by
the Company): (i) salaries of Company personnel or general overhead expenses of
the Company, (ii) auditing fees, (iii) premiums or other expenses relating to
liability insurance required by underwriters of the Company, or (iv) other
expenses for the preparation of financial statements or other data, to the
extent that any of the foregoing either is normally prepared by the Company in
the ordinary course of its business or would have been incurred by the Company
had no public offering taken place. Registration Expenses shall not include any
underwriting discounts and commissions which may be incurred in the sale of any
Registrable Securities and transfer taxes of the selling holders of Registrable
Securities. 


                    8.7
Information Provided by Holders. Any holder of Registrable Securities
included in any registration shall furnish to the Company such information as
the Company may reasonably request in writing to enable the Company to comply
with the provisions hereof in connection with any registration referred to in
this Warrant. 


                    8.8
FINRA Cobradesk Filings. In the event that a registration statement
covering the Registrable Securities is filed, within one (1) Business Day of
the filing of such registration statement, the Company will prepare and file
the selling stockholder resale offering described in such registration
statement for review by the Financial Industry Regulatory Authority (“FINRA”) via the FINRA’s CobraDesk filing
system (“CobraDesk Filing”) for
the purpose of having the prospectus contained within such registration
statement treated as a “base prospectus” in connection with such resale
offering. The Company will use its Reasonable Best Efforts to have the
CobraDesk Filing approved by FINRA within thirty (30) days of such filing date.
The Company shall bear all expenses of the CobraDesk Filing, including fees and
expenses of counsel or other advisors to the Holder. In all circumstances, the
Company shall pay for all FINRA filing fees associated with the CobraDesk
Filing. 


                    8.9
Effectiveness Period. The Company shall use its Reasonable Best Efforts
to keep each registration statement contemplated hereunder continuously
effective under the Securities Act until the date which is the earlier date of
when (i) all Registrable Securities covered by such Registration Statement have
been sold or (ii) all Registrable Securities covered by such Registration
Statement may be sold immediately without registration under the Securities Act
and without volume restrictions pursuant to Rule 144 under the Securities Act,
as determined by the counsel to the Company pursuant to a written opinion
letter to such effect, addressed and reasonably acceptable to the Company’s
transfer agent and the affected holders of Registrable Securities. 


                    8.10
Net Cash Settlement. Notwithstanding anything herein to the contrary, in
no event will the Holder hereof be entitled to receive a net-cash settlement as
liquidated damages in lieu of physical settlement in shares of Common Stock,
regardless of whether the Common Stock underlying this Warrant is registered
pursuant to an effective registration statement; provided, however, that the
foregoing will not preclude the Holder from seeking other remedies at law or
equity for breaches by the Company of its registration obligations hereunder. 


          9.
Restrictions on Transfer. 





                    9.1
Restrictive Legends. This Warrant and each Warrant issued upon transfer
or in substitution for this Warrant pursuant to Section 10 hereof, each
certificate for Common Stock issued upon the exercise of the Warrant and each
certificate issued upon the transfer of any such Common Stock shall be
transferable only upon satisfaction of the conditions specified in this Section
9. Each of the foregoing securities shall be stamped or otherwise imprinted
with a legend reflecting the restrictions on transfer set forth herein and any
restrictions required under the Securities Act or other applicable securities
laws. 


                    9.2
Notice of Proposed Transfer. Prior to any transfer of any securities which
are not registered under an effective registration statement under the
Securities Act (“Restricted Securities”),
which transfer may only occur if there is an exemption from the registration
provisions of the Securities Act and all other applicable securities laws, the
Holder will give written notice to the Company of the Holder’s intention to
effect a transfer (and shall describe the manner and circumstances of the
proposed transfer). The following provisions shall apply to any proposed
transfer of Restricted Securities: 


                              (i)
If in the opinion of counsel for the Holder reasonably satisfactory to the
Company the proposed transfer may be effected without registration of the
Restricted Securities under the Securities Act (which opinion shall state in
detail the basis of the legal conclusions reached therein), the Holder shall
thereupon be entitled to transfer the Restricted Securities in accordance with
the terms of the notice delivered by the Holder to the Company. Each
certificate representing the Restricted Securities issued upon or in connection
with any transfer shall bear the restrictive legends required by Section 9.1
hereof. 


                              (ii)
If the opinion called for in (i) above is not delivered, the Holder shall not
be entitled to transfer the Restricted Securities until either: (x) receipt by
the Company of a further notice from such Holder pursuant to the foregoing
provisions of this Section 9.2 and fulfillment of the provisions of clause (i)
above, or (y) such Restricted Securities have been effectively registered under
the Securities Act. 


                    9.3
Certain Other Transfer Restrictions. Notwithstanding any other provision
of this Section 9: (i) prior to the Exercise Date, this Warrant or the
Restricted Securities thereunder may only be transferred or assigned to the
persons permitted under FINRA Rule 5110(g), and (ii) no opinion of counsel
shall be necessary for a transfer of Restricted Securities by the holder
thereof to any Person employed by or owning equity in the Holder, if the
transferee agrees in writing to be subject to the terms hereof to the same
extent as if the transferee were the original purchaser hereof and such
transfer is permitted under applicable securities laws. 


                    9.4
Termination of Restrictions. Except as set forth in Section 9.3 hereof,
the restrictions imposed by this Section 9 upon the transferability of
Restricted Securities shall cease and terminate as to any particular Restricted
Securities: (a) which shall have been effectively registered under the
Securities Act, or (b) when, in the opinions of both counsel for the holder
thereof and counsel for the Company, such restrictions are no longer required
in order to insure compliance with the Securities Act or Section 10 hereof. Whenever
such restrictions 





shall
cease and terminate as to any Restricted Securities, the Holder thereof shall
be entitled to receive from the Company, without expense (other than applicable
transfer taxes, if any), new securities of like tenor not bearing the
applicable legends required by Section 9.1 hereof. 


          10.
Ownership, Transfer, Sale and Substitution of Warrant. 


                    10.1
Ownership of Warrant. The Company may treat any Person in whose name
this Warrant is registered in the Warrant Register maintained pursuant to
Section 10.2(b) hereof as the owner and holder thereof for all purposes,
notwithstanding any notice to the contrary, except that, if and when any
Warrant is properly assigned in blank, the Company may (but shall not be obligated
to) treat the bearer thereof as the owner of such Warrant for all purposes,
notwithstanding any notice to the contrary. Subject to Sections 9 and 10
hereof, this Warrant, if properly assigned, may be exercised by a new holder
without a new Warrant first having been issued. 


                    10.2
Office; Exchange of Warrant. 


                    (a)
The Company will maintain its principal office at the location identified in
the prospectus relating to the Offering or at such other offices as set forth
in the Company’s most current filing (as of the date notice is to be given)
under the Exchange Act or as the Company otherwise notifies the Holder. 


                    (b)
The Company shall cause to be kept at its office maintained pursuant to Section
10.2(a) hereof a Warrant Register for the registration and transfer of the
Warrant. The name and address of the holder of the Warrant, the transfers
thereof and the name and address of the transferee of the Warrant shall be
registered in such Warrant Register. The Person in whose name the Warrant shall
be so registered shall be deemed and treated as the owner and holder thereof
for all purposes of this Warrant, and the Company shall not be affected by any
notice or knowledge to the contrary. 


                    (c)
Upon the surrender of this Warrant, properly endorsed, for registration of
transfer or for exchange at the office of the Company maintained pursuant to
Section 10.2(a) hereof, the Company at its expense will (subject to compliance
with Section 9 hereof, if applicable) execute and deliver to or upon the order
of the Holder thereof a new Warrant of like tenor, in the name of such holder
or as such holder (upon payment by such holder of any applicable transfer
taxes) may direct, calling in the aggregate on the face thereof for the number
of shares of Common Stock called for on the face of the Warrant so surrendered
(after giving effect to any previous adjustment(s) to the number of Warrant
Shares). 


                    10.3
Replacement of Warrant. Upon receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of any such loss, theft or destruction of this Warrant, upon
delivery of indemnity reasonably satisfactory to the Company in form and amount
or, in the case of any mutilation, upon surrender of this Warrant for
cancellation at the office of the Company maintained pursuant to Section
10.2(a) hereof, the Company, at its expense, will execute and deliver, in lieu
thereof, a new Warrant of like tenor and dated the date hereof. 





                    10.4
Opinions. In connection with the sale of the Warrant Shares by Holder,
the Company agrees to cooperate with the Holder, and at the Company’s expense,
have its counsel provide any legal opinions required to remove the restrictive
legends from the Warrant Shares in connection with a sale, transfer or legend
removal request of Holder. 


          11.
No Rights or Liabilities as Stockholder. No Holder shall be entitled to
vote or receive dividends or be deemed the holder of any shares of Common Stock
or any other securities of the Company which may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder, as such, any of the rights of a
stockholder of the Company or any right to vote for the election of directors
or upon any matter submitted to stockholders at any meeting thereof, or to give
or withhold consent to any corporate action (whether upon any recapitalization,
issuance of stock, reclassification of stock, change of par value,
consolidation, merger, conveyance, or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until the
Warrant shall have been exercised and the shares of Common Stock purchasable
upon the exercise hereof shall have become deliverable, as provided herein. The
Holder will not be entitled to share in the assets of the Company in the event
of a liquidation, dissolution or the winding up of the Company. 


          12.
Notices. Any notice or other communication in connection with this
Warrant shall be given in writing and directed to the parties hereto as
follows: (a) if to the Holder, c/o ________________[—name and fax and/or email
address] or (b) if to the Company, to the attention of its Chief Executive
Officer at its office maintained pursuant to Section 10.2(a) hereof; provided, that the exercise of the Warrant
shall also be effected in the manner provided in Section 3 hereof. Notices
shall be deemed properly delivered and received when delivered to the notice
party (i) if personally delivered, upon receipt or refusal to accept delivery,
(ii) if sent via facsimile, upon mechanical confirmation of successful
transmission thereof generated by the sending telecopy machine, (iii) if sent
by a commercial overnight courier for delivery on the next Business Day, on the
first Business Day after deposit with such courier service, or (iv) if sent by
registered or certified mail, five (5) Business Days after deposit thereof in
the U.S. mail. 


          13.
Payment of Taxes. The Company will pay all documentary stamp taxes
attributable to the issuance of shares of Common Stock underlying this Warrant
upon exercise of this Warrant; provided,
however, that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the transfer or
registration of this Warrant or any certificate for shares of Common Stock
underlying this Warrant in a name other that of the Holder. The Holder is
responsible for all other tax liability that may arise as a result of holding
or transferring this Warrant or receiving shares of Common Stock underlying
this Warrant upon exercise hereof. 


          14.
Miscellaneous. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of the State of New York. The section headings in this
Warrant are for purposes of convenience only and shall not 





constitute
a part hereof. When used herein, the term “Reasonable
Best Efforts” means, with respect to the applicable obligation of
the Company, reasonable best efforts for similarly situated, publicly-traded
companies. 


          IN
WITNESS WHEREOF, the
Company has caused this Underwriter’s Warrant to be duly executed as of the
date first above written. 


	
  

 	
  

 	
  

 
	
  

 	
 WAVE2WAVE
 COMMUNICATIONS,

 
	
  

 	
 INC.

 
	
  

 	
  

 
	
  

 	
 By:

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 











EXHIBIT A

FORM OF EXERCISE NOTICE
[To be executed only upon exercise of Warrant]


To WAVE2WAVE COMMUNICATIONS, INC.:


                    The
undersigned registered holder of the within Warrant hereby irrevocably
exercises the Warrant pursuant to Section 3.1 of the Warrant with respect to
________________________ Warrant Shares, at an exercise price per share of
$[          ], and requests
that the certificates for such Warrant Shares be issued, subject to Sections 9
and 10, in the name of, and delivered to:


	
  

 	
  

 
	

 


 	
  

 
	
  

 	
  

 
	

 


 	
  

 
	
  

 	
  

 
	

 


 	
  

 
	
  

 	
  

 
	

 


 	
  

 



                    The
undersigned is hereby making payment for the Warrant Shares in the following
manner: [check one]


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 by cash in
 accordance with Section 3.1(b) of the Warrant

 
	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 via cashless
 exercise in accordance with Section 3.1(c) of the Warrant in the following
 manner:

 






	
  

 	
  

 
	

 


 	

 


 
	
  

 	
  

 
	

 


 	

 


 
	
  

 	
  

 
	

 


 	

 


 



                    The
undersigned hereby represents and warrants that it is, and has been since its
acquisition of the Warrant, the record and beneficial owner of the Warrant.


	
  

 	
  

 
	
 Dated: 

 	
  

 
	
  

 	

 


 






	
  

 	
  

 
	

 


 	
  

 
	
 Print or
 Type Name

 	
  

 
	
  

 	
  

 
	

 


 	
  

 
	
 (Signature
 must conform in all respects to name of holder as specified on the face of
 Warrant)

 
	
  

 	
  

 
	

 


 	
  

 
	
  (Street
 Address)

 	
  

 
	
  

 	
  

 
	

 


 	
  

 
	
 (City)                              (State) 
                             (Zip
 Code)

 	
  

 









EXHIBIT B

FORM OF ASSIGNMENT
[To be executed only upon transfer of Warrant]


                    For
value received, the undersigned registered holder of the within Warrant hereby
sells, assigns and transfers unto _____________________ [include name and addresses]
the rights represented by the Warrant to purchase __________ shares of Common
Stock of WAVE2WAVE COMMUNICATIONS, INC..
to which the Warrant relates, and appoints _____________________ Attorney to
make such transfer on the books of WAVE2WAVE
COMMUNICATIONS, INC. maintained for the purpose, with full power of
substitution in the premises.




	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Dated:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 
	
  

 	
  

 	
  

 	
 (Signature
 must conform in all respects to name of holder as specified on the face of
 Warrant)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 (Street
 Address)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 (City)                           
          (State)              
                       (Zip
 Code)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Signed in
 the
 presence of:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 (Signature
 of Transferee)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 (Street
 Address)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 (City)                           
          (State)              
                       (Zip
 Code)

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Signed in
 the 

 presence of: