Wave2Wave Communications, Inc. Watch

from S-1 3 pages Whereas, in Consideration of Borrower Making an Aggregate Repayment of $2,000,000 on the Amended Subordinated Notes at the Closing of the Ipo, the Subordinated Creditors Have Agreed to Waive the Requirement of the Repayment in Full of the Amended Subordinated Notes at the Closing of the Ipo and Have Agreed That the Maturity Date of the Amended Subordinated Notes Shall Be February 28, 2010. Now, Therefore, for Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Hereby Acknowledged, the Parties Agree as Follows. 1. Agreements of Subordinated Creditors. Each of the Subordinated Creditors Hereby Agrees With the Borrower as Follows: (A) Consent to Ipo Closing and Amendment of Amended Subordinated Notes

from S-1 4 pages Amendment No. 9 to Loan and Security Agreement

from S-1 4 pages Amendment No. 8 to Loan and Security Agreement

from S-1 11 pages Waiver and Amendment No. 7 to Loan and Security Agreement

from S-1 4 pages Amendment No. 6 to Loan and Security Agreement

from S-1 9 pages Waiver and Amendment No. 5 to Loan and Security Agreement

from S-1 7 pages Waiver and Amendment No. 4 to Loan and Security Agreement

from S-1 10 pages Waiver and Amendment No. 3 to Loan and Security Agreement

from S-1 6 pages Waiver, Consent and Amendment No. 2 to Loan and Security Agreement

from S-1 8 pages First Amendment to Loan and Security Agreement

from S-1 97 pages Loan and Security Agreement

from S-1/A 3 pages Whereas, in Consideration of Borrower Making an Aggregate Repayment of $2,000,000 on the Amended Subordinated Notes at the Closing of the Ipo, the Subordinated Creditors Have Agreed to Waive the Requirement of the Repayment in Full of the Amended Subordinated Notes at the Closing of the Ipo and Have Agreed That the Maturity Date of the Amended Subordinated Notes Shall Be February 28, 2010. Now, Therefore, for Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Hereby Acknowledged, the Parties Agree as Follows. 1. Agreements of Subordinated Creditors. Each of the Subordinated Creditors Hereby Agrees With the Borrower as Follows: (A) Consent to Ipo Closing and Amendment of Amended Subordinated Notes

from S-1/A 97 pages Loan and Security Agreement

from S-1/A 11 pages Waiver and Amendment No. 7 to Loan and Security Agreement

from S-1/A 9 pages Waiver and Amendment No. 5 to Loan and Security Agreement

from S-1/A 7 pages Waiver and Amendment No. 4 to Loan and Security Agreement

from S-1/A 10 pages Waiver and Amendment No. 3 to Loan and Security Agreement

from S-1/A 6 pages Waiver, Consent and Amendment No. 2 to Loan and Security Agreement

from S-1/A 8 pages First Amendment to Loan and Security Agreement

from S-1/A 30 pages Loan and Security Agreement