NEUTRAL TANDEM, INC. FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT

EXHIBIT 10.10

NEUTRAL TANDEM, INC.

FIRST AMENDMENT TO

STOCK PURCHASE AGREEMENT

This First Amendment to Stock Purchase Agreement, dated as of November 19, 2004 (the “Amendment”), is entered into by and among Neutral Tandem, Inc., a Delaware corporation (the “Company”) and the other parties signatory hereto.

WHEREAS, the Company, the other parties signatory hereto and certain other stockholders of the Company are parties to the Stock Purchase Agreement, dated as of November 19, 2004 (the “Purchase Agreement”); and

WHEREAS, capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Purchase Agreement; and

WHEREAS, the parties hereto now desire to amend Exhibit A to the Purchase Agreement to reflect that a signatory to the Purchase Agreement elected not to invest pursuant to the Purchase Agreement and the resulting change in allocation of Series B-1 Shares purchased by the Investors at the Series B-1 Closing; and

WHEREAS, Section 14.2 of the Purchase Agreement provides that the Purchase Agreement may be amended with the consent of the Company and holders of at least two-thirds of the B-1 Conversion Shares and B-2 Conversion Shares issued or issuable upon conversion of the Series B-1 Shares and Series B-2 Shares; and

WHEREAS, the parties signatory hereto other than the Company constitute holders of at least two-thirds of the currently issued and outstanding Series B-1 Shares, and no Series B-2 Shares are currently issued or outstanding.

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Exhibit A to the Purchase Agreement is hereby amended and replaced in its entirety with the Exhibit A attached hereto to this Amendment.

2. As expressly amended by this Amendment, the Purchase Agreement shall continue in full force and effect in accordance with its terms and is hereby confirmed and ratified in all respects. This Amendment and its terms and provisions shall be effective as of the date first above written. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. This Amendment shall be governed by and construed in accordance with the law (other than the law governing conflict of law questions) of the State of Delaware.

[signature pages follow]

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first above written.

NEUTRAL TANDEM, INC.
By:		/s/ Xxxxxx Xxxxxxxx
Name:		Xxxxxx Xxxxxxxx
Title:		Executive Vice President

[signature page to First Amendment to Stock Purchase Agreement]

INVESTORS:
DCM III, L.P.
By:		DCM Investment Management III, L.L.C.
		Its General Partner
By:		/s/ D. R. Doll
Name:
Title:
DCM III-A, L.P.
By:		DCM Investment Management III, L.L.C.
		Its General Partner
By:		/s/ D. R. Doll
Name:
Title:
DCM AFFILIATES FUND III, L.P.
By:		DCM Investment Management III, L.L.C.
		Its General Partner
By:		/s/ D. R. Doll
Name:
Title:
THREE SHORES PARTNERS, LLC
By:		/s/ Xxxxx X. Xxxx, Xx.
Name:		Xxxxx X. Xxxx, Xx.

[signature page to First Amendment to Stock Purchase Agreement]

NEW ENTERPRISE ASSOCIATES 10, LIMITED PARTNERSHIP
By:		NEA Partners 10, Limited Partnership
		Its General Partner
By:		/s/ Xxxxx Xxxxxx
Name:
Title:
NEA VENTURES 2003, LIMITED PARTNERSHIP
By:
Name:
Title:
/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx

[signature page to First Amendment to Stock Purchase Agreement]