THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE. NEITHER THIS WARRANT, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH STATE SECURITIES LAWS.
FIRST AVENUE NETWORKS, INC.
WARRANT TO PURCHASE SHARES OF COMMON STOCK
This Warrant (the “Warrant”) between First Avenue Networks, Inc., a Delaware corporation (the “Company”) and Tejas
Securities Group, Inc. (“Tejas”) is the warrant referred to in and issued pursuant to that certain Master Private Placement
Engagement Letter (the “Letter Agreement”), dated November 24, 2004 between the Company and Tejas.
This Warrant certifies that, for good and valuable consideration, the Company grants to Tejas (the “Warrantholder”), the
right to subscribe for and purchase from the Company, at any time during the Exercise Period (as defined herein), 2,574,000
shares of Common Stock (such shares and/or any other securities that may be deliverable on exercise hereof, the “Warrant
Shares”), at the exercise price per share of Seven Dollars and Twenty-Five Cents ($7.25) (the “Exercise Price”), all subject to the
terms, conditions and adjustments herein set forth. The number of Warrant Shares is subject to adjustment as provided in
Warrant Number: WT-1
December 14, 2004
1.1. Definitions . As used herein, unless the context otherwise requires, the following terms have the following respective
“Affiliate” with respect to any Person, shall mean any other Person that directly or indirectly, controls, is controlled by, or
is under common control with, such Person.
“Business Day” means any d