0001193125-04-212899 Sample Contracts

FIRST AVENUE NETWORKS, INC. SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 14th, 2004 • First Avenue Networks Inc • Radiotelephone communications • New York

This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 14, 2004, is by and among FIRST AVENUE NETWORKS, INC., a Delaware corporation (the “Company”), and each of the investors listed on Schedule I hereto (each of the persons or entities listed on Schedule I, individually, a “Purchaser” and, collectively, the “Purchasers”).

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FIRST AVENUE NETWORKS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 14th, 2004 • First Avenue Networks Inc • Radiotelephone communications • New York

This REGISTRATION RIGHTS AGREEMENT (this “AGREEMENT”) is made as of December 14, 2004 by and among FIRST AVENUE NETWORKS, INC., a Delaware corporation, (the “COMPANY”), and each investor listed on Schedule 1 hereto (each such investor, individually, an “INVESTOR” and, collectively, the “INVESTORS”).

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