0001047469-06-001324 Sample Contracts

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • February 3rd, 2006 • Sr Telecom Inc • Telephone & telegraph apparatus • Ontario

AND WHEREAS the Purchaser wishes to convert the Debentures and to subscribe for Purchased Shares (as defined herein) of the Corporation upon and subject to the terms and conditions set forth herein;

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SR TELECOM INC. — and — THE PARTIES SPECIFIED ON THE SIGNATURE PAGES HEREOF CANADIAN REGISTRATION RIGHTS AGREEMENT DATED AS OF THE 1st DAY OF FEBRUARY, 2006
Registration Rights Agreement • February 3rd, 2006 • Sr Telecom Inc • Telephone & telegraph apparatus • Ontario

WHEREAS contemporaneously with the execution of this agreement, the Company has completed a private placement pursuant to which, among other things, the Holders will convert all 10% Convertible Debentures owned by them and will purchase approximately 141.3 million common shares of the Company (the "Common Shares");

THIS FIRST SUPPLEMENTAL INDENTURE made as of the Effective Date B E T W E E N :
Indenture • February 3rd, 2006 • Sr Telecom Inc • Telephone & telegraph apparatus • Ontario

SR TELECOM INC. a company incorporated under the laws of Canada and having an office in the City of Montreal in the province of Quebec (hereinafter called the "Company")

Registration Rights Agreement by and among SR Telecom Inc. and The Parties Specified on the Signature Pages Hereof Dated as of February 1, 2006
Registration Rights Agreement • February 3rd, 2006 • Sr Telecom Inc • Telephone & telegraph apparatus • New York

This REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated as of February 1, 2006 is made and entered into among SR Telecom Inc., a Canadian corporation (together with its successors and assigns, the "Company"), and certain holders (collectively, the "Holders") of Common Stock (the "Common Stock") specified on the signature pages hereof. Capitalized terms, unless otherwise specifically identified, have the meanings set forth in Section 12.

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