0001299933-06-002799 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 21st, 2006 • Wave Wireless Corp • Radio & tv broadcasting & communications equipment • New York

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April , 2006, is made by and among Wave Wireless Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), each of the purchasers (individually, a “Purchaser” and collectively the “Purchasers”) set forth on the execution pages hereof (each, an “Execution Page” and collectively the “Execution Pages”), and, solely with respect to Section 8 hereof, Kramer Levin Naftalis & Frankel LLP, a New York limited liability partnership (“Escrow Agent”) with its principal place of business in New York, NY.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 21st, 2006 • Wave Wireless Corp • Radio & tv broadcasting & communications equipment • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April , 2006, is made by and among Wave Wireless Corporation, a corporation organized under the laws of the State of Delaware (the “Company”), and the undersigned (the “Initial Investors”).

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