0000950136-06-007101 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 24th, 2006 • Bank Street Telecom Funding Corp. • Blank checks • New York

This registration rights agreement (this ‘‘Agreement’’) is entered into as of the day of , 2006, by and among Bank Street Telecom Funding Corp., a Delaware corporation (the ‘‘COMPANY’’) and each of the undersigned parties listed under Initial Stockholders on the signature page hereto (each, an ‘‘INITIAL STOCKHOLDER’’ and collectively, the ‘‘INITIAL STOCKHOLDERS’’).

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FORM OF WARRANT AGREEMENT
Form of Warrant Agreement • August 24th, 2006 • Bank Street Telecom Funding Corp. • Blank checks • New York

Agreement made as of , 2006 between Bank Street Telecom Funding Corp., a Delaware corporation, with offices at One Landmark Square, 18th Floor, Stamford, Connecticut 06901, (‘‘Company’’), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, NY 10004 (‘‘Warrant Agent’’).

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