0001193125-04-029815 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 26th, 2004 • Andrea Electronics Corp • Radio & tv broadcasting & communications equipment • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 23, 2004, by and among ANDREA ELECTRONICS CORPORATION, a New York corporation, with headquarters located at 45 Melville, New York, 11747 (the “Company”), and the undersigned Buyers (the “Buyers” and individually, a “Buyer”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 26th, 2004 • Andrea Electronics Corp • Radio & tv broadcasting & communications equipment • New York

SECURITIES PURCHASE AND EXCHANGE AGREEMENT (the “Agreement”), dated as of February 20, 2004, by and among Andrea Electronics Corporation, a New York corporation, with headquarters located at 45 Melville Park Road, Melville, New York 11747 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Exhibit I (the “Buyers” and each a “Buyer”).

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