0001104659-06-033275 Sample Contracts

AETHER HOLDINGS INC. 1999 ACQUISITION INCENTIVE PLAN RESTRICTED STOCK GRANT AGREEMENT May 5, 2006
Restricted Stock Grant Agreement • May 10th, 2006 • Aether Holdings Inc • Investors, nec • Delaware

Aether Holdings Inc. (“Aether”) hereby grants you (the “Grant”) under its 1999 Acquisition Incentive Plan (the “Plan”) 150,000 shares of Aether common stock (the “New Shares”), subject to certain restrictions specified below. While subject to the restrictions, this Agreement refers to the New Shares as “Restricted Stock.”

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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2006 • Aether Holdings Inc • Investors, nec • Maryland

This AMENDMENT NO. 1 (“Amendment”) to that certain Employment Agreement, dated June 6, 2001 (“Agreement”), by and between Aether Holdings Inc. (the “Company”), as the assignee of Aether Systems, Inc., and David Reymann (“Executive” or “you”), is made on May 5, 2006 (the “Effective Date”).

AETHER HOLDINGS INC. 1999 ACQUISITION INCENTIVE PLAN RESTRICTED STOCK GRANT AGREEMENT May 5, 2006
Restricted Stock Grant Agreement • May 10th, 2006 • Aether Holdings Inc • Investors, nec • Delaware

Aether Holdings Inc. (“Aether”) hereby grants you (the “Grant”) under its 1999 Acquisition Incentive Plan (the “Plan”) 50,000 shares of Aether common stock (the “New Shares”), subject to certain restrictions specified below. While subject to the restrictions, this Agreement refers to the New Shares as “Restricted Stock.”

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2006 • Aether Holdings Inc • Investors, nec • Maryland

This AMENDMENT NO. 1 (“Amendment”) to that certain Employment Agreement, dated July 7, 1999 (“Agreement”), by and between Aether Holdings Inc. (the “Company”), as the assignee of Aether Systems, Inc. (f/k/a Aether Technologies International. L.L.C.), and David Oros (“Executive” or “you”), is made on May 5, 2006 (the “Effective Date”).

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