NEUTRAL TANDEM, INC. Two North LaSalle Street Suite 1615 Chicago, IL 60602 November 26, 2003

EXHIBIT 10.14

NEUTRAL TANDEM, INC.

Xxx Xxxxx XxXxxxx Xxxxxx

Xxxxx 0000

Xxxxxxx, XX 00000

November 26, 2003

New Enterprise Associates 10, Limited Partnership

0000 Xx. Xxxx Xxxxxx

Xxxxxxxxx, XX 00000

Re: Management Rights

Ladies and Gentlemen:

This letter will confirm our agreement that effective upon your purchase of 3,700,000 shares of Series A Convertible Preferred Stock of Neutral Tandem, Inc. (the “Company”), you will be entitled to the following contractual management rights, in addition to rights to certain non-public financial information, inspection rights and other rights that you may be entitled to pursuant to the Series A Convertible Preferred Stock Purchase Agreement:

(1) You shall be permitted to consult with and advise management of the Company on significant business issues, including management’s proposed annual operating plans, and management will make itself available to meet with you at the Company’s facilities at mutually agreeable times for such consultation and advice and to review progress in achieving said plans.

(2) You may examine the books and records of the Company and inspect its facilities and may request information at reasonable times and intervals concerning the general status of the Company’s financial condition and operations, provided that access to highly confidential proprietary information and facilities need not be provided.

(3) If and for so long as you do not have a representative on the Company’s Board of Directors, the Company shall invite you to send a representative to attend in a nonvoting observer capacity all meetings of its Board of Directors and, in this respect, shall give your representative copies of all notices, minutes, consents, and other material that it provides to its Directors; provided, however, that the Company reserves the right to exclude your representative from access to any material or meeting or portion thereof if the Company believes upon advice of counsel that such exclusion is reasonably necessary

to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar reasons.

The rights described herein shall terminate and be of no further force or effect upon the earliest to occur of (a) the closing of a public offering of shares of the Company’s capital stock pursuant to a registration statement filed by the Company under the Securities Act of 1933 which has become effective thereunder (other than a registration statement relating solely to employee benefit plans or a transaction covered by Rule 145), (b) such time as the Company becomes required to file reports with the Securities and Exchange Commission under Sections 12(g) or 15(d) of the Securities Exchange Act of 1934, or (c) such time as you hold, in the aggregate, less than 500,000 shares of the Series A Convertible Preferred Stock purchased by you on the date hereof.

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Very truly yours,
NEUTRAL TANDEM, INC.
By:		/s/Xxx Xxxxxxxx
Name:		Xxx Xxxxxxxx
Title:		Executive Vice President