0001104659-06-035793 Sample Contracts

AGREEMENT AND PLAN OF MERGER BY AND AMONG FIRST AVENUE NETWORKS, INC., MARLIN ACQUISITION CORPORATION AND FIBERTOWER CORPORATION DATED AS OF MAY 14, 2006

Merger Agreement • May 18th, 2006 • First Avenue Networks Inc • Radiotelephone communications • Delaware

• Contract Type
  Merger Agreement
• Filed
  May 18th, 2006
• Company
  First Avenue Networks Inc
• Industry
  Radiotelephone communications
• Jurisdiction
  Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 14, 2006, is among FIRST AVENUE NETWORKS, INC., a Delaware corporation (“First Avenue”), MARLIN ACQUISITION CORPORATION, a Delaware corporation and a direct and wholly-owned subsidiary of First Avenue (“Merger Sub”), and FIBERTOWER CORPORATION, a Delaware corporation (“FiberTower”).

FORM OF FIRST AVENUE HOLDER’S SUPPORT AGREEMENT

Holder’s Support Agreement • May 18th, 2006 • First Avenue Networks Inc • Radiotelephone communications • Delaware

• Contract Type
  Holder’s Support Agreement
• Filed
  May 18th, 2006
• Company
  First Avenue Networks Inc
• Industry
  Radiotelephone communications
• Jurisdiction
  Delaware

This FIRST AVENUE HOLDER’S SUPPORT AGREEMENT (this “Agreement”), dated as of May 14, 2006, is by and between FiberTower Corporation, a Delaware corporation (“FiberTower”), and the undersigned holder (the “Holder”) of shares or options to acquire shares of common stock of First Avenue Networks, Inc., a Delaware corporation (“First Avenue”). Capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement referenced below.