0001193125-04-024228 Sample Contracts

EXCHANGE AND TERMINATION AGREEMENT
Exchange and Termination Agreement • February 17th, 2004 • Andrea Electronics Corp • Radio & tv broadcasting & communications equipment • New York

THIS EXCHANGE AND TERMINATION AGREEMENT (this “Agreement”), dated as of February 11, 2004, by and among Andrea Electronics Corporation, a New York corporation, with headquarters located at 45 Melville Park Road, Melville, New York 11447 (the “Company”), and HFTP Investment L.L.C., a Delaware limited liability company (the “Investor”).

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ACKNOWLEDGEMENT AND WAIVER AGREEMENT
Acknowledgement and Waiver Agreement • February 17th, 2004 • Andrea Electronics Corp • Radio & tv broadcasting & communications equipment • New York

This Agreement is made and entered into as of February 12, 2004, by and among Andrea Electronics Corporation, a New York corporation (the “Company”) and the undersigned Investors (the “Investors” and each an “Investor”).

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