AIRVANA, INC. SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

<PAGE>

Exhibit 10.5

AIRVANA, INC.

SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

This Agreement, dated as of February 8, 2002, is entered into by and among

Airvana, Inc., a Delaware corporation (the "Company"), the persons and entities

listed on Schedule A hereto (individually, a "Preferred Investor", and

collectively, the "Preferred Investors"), the persons and entities listed on

Schedule B hereto (individually, an "Other Investor", and collectively, the

"Other Investors"), Sanjeev Verma and Vedat Eyuboglu (individually, a "Founder",

and collectively, the "Founders") and Silicon Valley Bank, CommVest LLC and GATX

Ventures, Inc. (collectively, the "Warrant Holders").

BACKGROUND

WHEREAS, the Company, certain of the Preferred Investors, certain of the

Other Investors, the Founders and the Warrant Holders have previously entered

into an Amended and Restated Investor Rights Agreement, dated February 6, 2001

(as amended, the "Prior Investor Agreement");

WHEREAS, the Company, certain of the Preferred Investors and certain of the

Other Investors have entered into a Series C Preferred Stock Purchase Agreement

of even date herewith (the "Purchase Agreement");

WHEREAS, in order to induce such Preferred Investors and Other Investors to

enter into the Purchase Agreement, the Company has agreed to provide the

Preferred Investors and the Other Investors with the stockholder rights set

forth in this agreement, subject to the terms, provisions and conditions set

forth herein; and

WHEREAS, the Company, the Preferred Investors, the Other Investors, the

Founders and the Warrant Holders wish to provide stockholder rights to the

Preferred Investors, the Other Investors and the Warrant Holders pursuant to a

single agreement, and thereby intend this Agreement to supersede the Prior

Investor Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants

contained in this Agreement, and the consummation of the sale and purchase of

the Series C Convertible Preferred Stock pursuant to the Series C Purchase

Agreement, and for other valuable consideration, receipt of which is hereby

acknowledged, the parties hereto agree as follows:

ARTICLE I. DEFINITIONS

As used in this Agreement, the following terms shall have the following

respective meanings:

"Commission" means the United States Securities and Exchange Commission, or

any other federal agency at the time administering the Securities Act.

"Common Stock" means the common stock, $0.001 par value per share, of the

Company.

<PAGE>

"Exchange Act" means the Securities Exchange Act of 1934, as amended, or

any similar federal statute, and the rules and regulations of the Commission

issued under such Act, as they each may, from time to time, be in effect.

"Initial Public Offering" means the sale of shares of Common Stock in a

firm commitment underwritten public offering pursuant to a Registration

Statement at a price to the public of at least $7.00 per share (adjusted for

stock splits, stock dividends and similar events affecting the Common Stock)

resulting in proceeds (net of the underwriting discounts or commissions and

offering expenses) to the Company of at least $20,000,000.

"Registration Statement" means a registration statement filed by the

Company with the Commission for a public offering and sale of Common Stock by

the Company (other than a registration statement on Form S-8 or Form S-4, or

their successors, or any other form for a similar limited purpose, or any

registration statement covering only securities proposed to be issued in

exchange for securities or assets of another corporation).

"Registration Expenses" means the expenses described in Section 4 of

Article III below.

"Registrable Shares" means (i) the shares of Common Stock issued or

issuable upon conversion of the Shares, (ii) solely for the purposes of Sections

2 through 10 of Article III hereof, shares of Common Stock held by the Founders,

(iii) solely for the purposes of Sections 2 through 10 of Article III hereof,

shares of Common Stock issued or issuable upon conversion of any Warrant Shares

held by the Warrant Holders, (iv) any shares of Common Stock, and any shares of

Common Stock issued or issuable upon the conversion or exercise of any other

securities, acquired by the Preferred Investors pursuant to Article IV of this

Agreement or pursuant to the Second Amended and Restated Right of First Refusal

and Co-Sale Agreement of even date herewith among the Company, the Preferred

Investors and certain other parties thereto, and (v) any other shares of Common

Stock issued in respect of such shares (because of stock splits, stock

dividends, reclassifications, recapitalizations, or similar events); provided,

however, that shares of Common Stock which are Registrable Shares shall cease to

be Registrable Shares (a) upon any sale of such shares pursuant to a

Registration Statement or Rule 144 under the Securities Act, (b) upon any sale

of such shares in any manner to a person or entity which, by virtue of Section 2

of Article V of this Agreement, is not entitled to the rights provided by this

Agreement, or (c) for purposes of Section 2 of Article III hereof, following the

third anniversary of the Initial Public Offering. Wherever reference is made in

this Agreement to a request or consent of holders of a certain percentage of

Registrable Shares, the determination of such percentage shall include shares of

Common Stock issuable upon conversion of the Shares even if such conversion has

not yet been effected.

"Securities Act" means the Securities Act of 1933, as amended, or any

similar federal statute, and the rules and regulations of the Commission issued

under such Act, as they each may, from time to time, be in effect.

"Shares" means (i) the Series A Convertible Preferred Stock of the Company,

par value $.01 per share, (ii) the Series B1 Convertible Preferred Stock of the

Company, par value $.01 per share, (iii) the Series B2 Convertible Preferred

Stock of the Company, par value $.01 per share and (iv) the Series C Convertible

Preferred Stock of the Company, par value $.01 per share.

-2-

<PAGE>

"Stockholders" means (i) the Preferred Investors, (ii) the Founders, (iii)

any persons or entities to whom the rights granted to Preferred Investors under

this Agreement are transferred by a Preferred Investor, its successors or

permitted assigns pursuant to Section 2 of Article V below and (iv) for the

purposes of Article III only, the Other Investors and the Warrant Holders.

"Warrant Shares" means Shares issued or issuable upon exercise of warrants

issued to the Warrant Holders in October 2001.

ARTICLE II. ELECTION OF DIRECTORS

1. Voting of Shares. In any and all elections of directors of the Company

(whether at a meeting or by written consent in lieu of a meeting), each

Stockholder shall vote or cause to be voted all Voting Shares (as defined in

Section 2 of Article II below) owned by him, her or it, or over which he, she or

it has voting control, and otherwise use his, her or its respective best

efforts, so as to fix the number of directors at six and to elect as directors:

(a) Sanjeev Verma, as long as he is employed by the Company;

(b) Vedat Eyuboglu, as long as he is employed by the Company;

(c) Randall Battat, as long as he is employed by the Company;

(d) two individuals designated by Matrix Partners VI, L.P., who shall

initially be Paul Ferri and David Schantz;

(e) Desh Deshpande as long as he is a stockholder, or his affiliates

are stockholders, of the Company; and

(f) one individual who is independent and is approved by (a) the Chief

Executive Officer, (b) the holders a majority of the then outstanding Shares and

(c) at least one Founder, if at least one Founder is then serving on the Board

of Directors, who shall initially be Steven Haley.

If and when the Board of Directors deems it appropriate to elect an eighth

director, the Stockholders shall agree to vote all of their Voting Shares to

elect such eighth director as long as he or she is an independent director and

is approved by (a) the Chief Executive Officer, (b) the holders a majority of

the then outstanding Shares and (c) at least one Founder, if at least one

Founder is then serving on the Board of Directors.

2. Voting Shares. "Voting Shares" shall mean and include any and all shares

of the Common Stock, Shares, and/or shares of capital stock of the Company, by

whatever name called, which carry voting rights (including voting rights which

arise by reason of default).

3. Restrictive Legend. All certificates representing Voting Shares owned or

hereafter acquired by the Stockholders or any transferee bound by this Agreement

shall have affixed thereto a legend substantially in the following form:

-3-

<PAGE>

"The shares of stock represented by this certificate are subject to

certain voting agreements as set forth in a Second Amended and

Restated Investor Rights Agreement by and among the registered owner

of this certificate, the Company and certain other stockholders of the

Company, a copy of which is available for inspection at the offices of

the Secretary of the Company."

4. Transfers of Voting Rights. Any transferee to whom Voting Shares are

transferred by a Stockholder, whether voluntarily or by operation of law, shall

be bound by the voting obligations imposed upon the transferor under this

Agreement, to the same extent as if such transferee were a Stockholder

hereunder.

ARTICLE III. REGISTRATION RIGHTS

1. Required Registrations.

(a) At any time after the earlier of December 31, 2004 or 180 days

after the closing of the Company's first underwritten public offering of shares

of Common Stock pursuant to a Registration Statement, Stockholders holding in

the aggregate at least 35% of the Registrable Shares held by the Stockholders

may request, in writing, that the Company effect the registration on Form S-1 or

Form S-2 (or any successor form) of Registrable Shares owned by such

Stockholders having an aggregate offering price of at least $5,000,000 (based on

the market price or fair value at the time of such request). If the Stockholders

initiating the registration intend to distribute the Registrable Shares by means

of an underwriting, they shall so advise the Company in their request.

Thereupon, the Company shall, as expeditiously as possible, use its reasonable

best efforts to effect the registration on Form S-1 or Form S-2 (or any

successor form) of all Registrable Shares which the Company has been requested

to so register.

(b) At any time after the Company becomes eligible to file a

Registration Statement on Form S-3 (or any successor form relating to secondary

offerings), a Stockholder or Stockholders may request the Company, in writing,

to effect the registration on Form S-3 (or such successor form), of Registrable

Shares having an aggregate offering price of at least $1,000,000 (based on the

public market price at the time of such request). Thereupon, the Company shall,

as expeditiously as possible, use its reasonable best efforts to effect the

registration on Form S-3 (or such successor form) of all Registrable Shares

which the Company has been requested to so register.

(c) The Company shall not be required to effect more than three

registrations pursuant to paragraph (a) above; provided, however, that such

obligation shall be deemed satisfied only when a registration statement covering

the applicable Registrable Shares shall have (i) become effective or (ii) been

withdrawn at the request of the Stockholders requesting such registration (other

than as a result of information concerning the business or financial condition

of the Company which is made known to the Stockholders after the date on which

such registration was requested). There shall be no limit to the number of

registrations which may be requested and obtained pursuant to paragraph (b)

above.

-4-

<PAGE>

(d) If at the time of any request to register Registrable Shares

pursuant to this Section 1, the Company is engaged or has plans to engage within

90 days of the time of the request in a registered public offering of securities

for its own account or is engaged in any other activity which, in the good faith

determination of the Company's Board of Directors, would be adversely affected

by the requested registration to the material detriment of the Company, then the

Company may at its option direct that such request be delayed for a period not

in excess of three months from the effective date of such offering or the date

of commencement of such other material activity, as the case may be, such right

to delay a request to be exercised by the Company not more than once in any

12-month period.

2. Incidental Registration.

(a) Whenever the Company proposes to file a Registration Statement at

any time and from time to time, it will, prior to such filing, give written

notice to all Stockholders of its intention to do so and, upon the written

request of a Stockholder or Stockholders, given within 10 business days after

the Company provides such notice (which request shall state the intended method

of disposition of such Registrable Shares), the Company shall use its reasonable

best efforts to cause all Registrable Shares which the Company has been

requested by such Stockholder or Stockholders to register, to be registered

under the Securities Act to the extent necessary to permit their sale or other

disposition in accordance with the intended methods of distribution specified in

the request of such Stockholder or Stockholders; provided, however, that the

Company shall have the right to postpone or withdraw any registration effected

pursuant to this Section 2 without obligation to any Stockholder.

(b) In connection with any registration under this Section 2 involving

an underwriting, the Company shall not be required to include any Registrable

Shares in such registration unless the holders thereof accept the terms of the

underwriting as agreed upon between the Company and the underwriters selected by

it. If in the opinion of the managing underwriter it is desirable because of

marketing factors or otherwise to limit the number of Registrable Shares to be

included in the offering, then the Company shall be required to include in the

registration only that number of Registrable Shares, if any, which the managing

underwriter believes should be included therein; provided, however, that no

persons or entities other than the Company, the Stockholders and other persons

or entities holding registration rights shall be permitted to include securities

in the offering. If the number of Registrable Shares to be included in the

offering in accordance with the foregoing is less than the total number of

shares which the holders of Registrable Shares have requested to be included,

then the holders of Registrable Shares who have requested registration and other

holders of securities entitled to include them in such registration shall

participate in the registration pro rata based upon their total ownership of

shares of Common Stock (giving effect to the conversion into Common Stock of all

securities convertible thereinto). If any holder would thus be entitled to

include more securities than such holder requested to be registered, the excess

shall be allocated among other requesting holders pro rata in the manner

described in the preceding sentence.

3. Registration Procedures. If and whenever the Company is required by the

provisions of this Agreement to use its reasonable best efforts to effect the

registration of any of the Registrable Shares under the Securities Act, the

Company shall:

-5-

<PAGE>

(a) file with the Commission a Registration Statement with respect to

such Registrable Shares and use its reasonable best efforts to cause that

Registration Statement to become effective;

(b) as expeditiously as possible prepare and file with the Commission

any amendments and supplements to the Registration Statement and the prospectus

included in the Registration Statement as may be necessary to keep the

Registration Statement effective, in the case of a firm commitment underwritten

public offering, until each underwriter has completed the distribution of all

securities purchased by it and, in the case of any other offering, until the

earlier of the sale of all Registrable Shares covered thereby or 180 days after

the effective date thereof;

(c) as expeditiously as possible furnish to each selling Stockholder

such reasonable numbers of copies of the prospectus, including a preliminary

prospectus, in conformity with the requirements of the Securities Act, and such

other documents as the selling Stockholder may reasonably request in order to

facilitate the public sale or other disposition of the Registrable Shares owned

by the selling Stockholder; and

(d) as expeditiously as possible use its reasonable best efforts to

register or qualify the Registrable Shares covered by the Registration Statement

under the securities or Blue Sky laws of such states as the selling Stockholder

shall reasonably request, and do any and all other acts and things that may be

necessary or desirable to enable the selling Stockholder to consummate the

public sale or other disposition in such states of the Registrable Shares owned

by the selling Stockholder; provided, however, that the Company shall not be

required in connection with this paragraph (d) to qualify as a foreign

corporation or execute a general consent to service of process in any

jurisdiction.

If the Company has delivered preliminary or final prospectuses to the

selling Stockholders and after having done so the prospectus is amended to

comply with the requirements of the Securities Act, the Company shall promptly

notify the selling Stockholders and, if requested, the selling Stockholder shall

immediately cease making offers of Registrable Shares and return all

prospectuses to the Company. The Company shall promptly provide each selling

Stockholder with revised prospectuses and, following receipt of the revised

prospectuses, the selling Stockholder shall be free to resume making offers of

the Registrable Shares.

If, after a registration statement becomes effective, the Company becomes

engaged in any activity which, in the good faith determination of the Company's

Board of Directors, involves information that would have to be disclosed in the

Registration Statement but which the Company desires to keep confidential for

valid business reasons, then the Company may at its option, by notice to such

Stockholders, require that the Stockholders who have included Shares in such

Registration Statement cease sales of such Shares under such Registration

Statement for a period not in excess of three months from the date of such

notice, such right to be exercised by the Company not more than once in any

12-month period. If, in connection therewith, the Company considers it

appropriate for such Registration Statement to be amended, the Company shall so

amend such Registration Statement as promptly as practicable and such

Stockholders shall suspend any further sales of their Shares until the Company

advises them that such Registration Statement has been amended. The time periods

referred to herein during which

-6-

<PAGE>

such Registration Statement must be kept effective shall be extended for an

additional number of days equal to the number of days during which the right to

sell shares was suspended pursuant to this paragraph.

4. Allocation of Expenses. The Company will pay all Registration Expenses

of all registrations under this Agreement. For purposes of this Section 4, the

term "Registration Expenses" shall mean all expenses incurred by the Company in

complying with this Article III, including, without limitation, all registration

and filing fees, exchange listing fees, printing expenses, fees and expenses of

counsel for the Company to represent the selling Stockholder(s), state Blue Sky

fees and expenses, and the expense of any special audits incident to or required

by any such registration, but excluding underwriting discounts, selling

commissions and the fees and expenses of selling Stockholders' own counsel.

5. Indemnification and Contribution.

(a) In the event of any registration of any of the Registrable Shares

under the Securities Act pursuant to this Agreement, the Company will indemnify

and hold harmless the seller of such Registrable Shares, each underwriter of

such Registrable Shares, and each other person, if any, who controls such seller

or underwriter within the meaning of the Securities Act or the Exchange Act

against any losses, claims, damages or liabilities, joint or several, to which

such seller, underwriter or controlling person may become subject under the

Securities Act, the Exchange Act, state securities or Blue Sky laws or

otherwise, insofar as such losses, claims, damages or liabilities (or actions in

respect thereof) arise out of or are based upon any untrue statement or alleged

untrue statement of any material fact contained in any Registration Statement

under which such Registrable Shares were registered under the Securities Act,

any preliminary prospectus or final prospectus contained in the Registration

Statement, or any amendment or supplement to such Registration Statement, or

arise out of or are based upon the omission or alleged omission to state a

material fact required to be stated therein or necessary to make the statements

therein not misleading; and the Company will reimburse such seller, underwriter

and each such controlling person for any legal or any other expenses reasonably

incurred by such seller, underwriter or controlling person in connection with

investigating or defending any such loss, claim, damage, liability or action;

provided, however, that the Company will not be liable in any such case to a

seller, underwriter or controlling person to the extent that any such loss,

claim, damage or liability arises out of or is based upon any untrue statement

or omission made in such Registration Statement, preliminary prospectus or final

prospectus, or any such amendment or supplement, in reliance upon and in

conformity with information furnished to the Company, in writing, by or on

behalf of such seller, underwriter or controlling person specifically for use in

the preparation thereof.

(b) In the event of any registration of any of the Registrable Shares

under the Securities Act pursuant to this Agreement, each seller of Registrable

Shares, severally and not jointly, will indemnify and hold harmless the Company,

each of its directors and officers and each underwriter (if any) and each

person, if any, who controls the Company or any such underwriter within the

meaning of the Securities Act or the Exchange Act, against any losses, claims,

damages or liabilities, joint or several, to which the Company, such directors

and officers, underwriter or controlling person may become subject under the

Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise,

insofar as such losses, claims,

-7-

<PAGE>

damages or liabilities (or actions in respect thereof) arise out of or are based

upon any untrue statement or alleged untrue statement of a material fact

contained in any Registration Statement under which such Registrable Shares were

registered under the Securities Act, any preliminary prospectus or final

prospectus contained in the Registration Statement, or any amendment or

supplement to the Registration Statement, or arise out of or are based upon any

omission or alleged omission to state a material fact required to be stated

therein or necessary to make the statements therein not misleading, if the

statement or omission was made in reliance upon and in conformity with

information relating to such seller furnished in writing to the Company by or on

behalf of such seller specifically for use in connection with the preparation of

such Registration Statement, prospectus, amendment or supplement; provided,

however, that the obligations of each such Stockholder hereunder shall be

limited to an amount equal to the net proceeds to such Stockholder of

Registrable Shares sold in connection with such registration.

(c) Each party entitled to indemnification under this Article III,

Section 5 (the "Indemnified Party") shall give notice to the party required to

provide indemnification (the "Indemnifying Party") promptly after such

Indemnified Party has actual knowledge of any claim as to which indemnity may be

sought, and shall permit the Indemnifying Party to assume the defense of any

such claim or any litigation resulting therefrom; provided, that counsel for the

Indemnifying Party, who shall conduct the defense of such claim or litigation,

shall be approved by the Indemnified Party (whose approval shall not be

unreasonably withheld); and, provided further, that the failure of any

Indemnified Party to give notice as provided herein shall not relieve the

Indemnifying Party of its obligations under this Article III, Section 5, unless

and except to the extent that the Indemnifying Party is prejudiced by the

failure of the Indemnified Party to provide timely notice. The Indemnified Party

may participate in such defense at such party's expense; provided, however, that

the Indemnifying Party shall pay such expense if representation of such

Indemnified Party by the counsel retained by the Indemnifying Party would be

inappropriate due to actual or potential differing interests between the

Indemnified Party and any other party represented by such counsel in such

proceeding. No Indemnifying Party, in the defense of any such claim or

litigation shall, except with the consent of each Indemnified Party, consent to

entry of any judgment or enter into any settlement which does not include as an

unconditional term thereof the giving by the claimant or plaintiff to such

Indemnified Party of a release from all liability in respect of such claim or

litigation, and no Indemnified Party shall consent to entry of any judgment or

settle such claim or litigation without the prior written consent of the

Indemnifying Party.

(d) In order to provide for just and equitable contribution to joint

liability under the Securities Act in any case in which either (i) any holder of

Registrable Shares exercising rights under this Agreement, or any controlling

person of any such holder, makes a claim for indemnification pursuant to this

Article III, Section 5 but it is judicially determined (by the entry of a final

judgment or decree by a court of competent jurisdiction and the expiration of

time to appeal or the denial of the last right of appeal) that such

indemnification may not be enforced in such case notwithstanding the fact that

this Article III, Section 5 provides for indemnification in such case, or (ii)

contribution under the Securities Act may be required on the part of any such

selling Stockholder or any such controlling person in circumstances for which

indemnification is provided under this Article III, Section 5; then, in each

such case, the Company and such Stockholder will contribute to the aggregate

losses, claims, damages or liabilities to which they may be subject (after

contribution from others) in such proportions so

-8-

<PAGE>

that such holder is responsible for the portion represented by the percentage

that the public offering price of its Registrable Shares offered by the

Registration Statement bears to the public offering price of all securities

offered by such Registration Statement, and the Company is responsible for the

remaining portion; provided, however, that, in any such case, (A) no such holder

will be required to contribute any amount in excess of the net proceeds to it of

all Registrable Shares sold by it pursuant to such Registration Statement, and

(B) no person or entity guilty of fraudulent misrepresentation, within the

meaning of Section 11(f) of the Securities Act, shall be entitled to

contribution from any person or entity who is not guilty of such fraudulent

misrepresentation.

6. Indemnification with Respect to Underwritten Offering. In the event that

Registrable Shares are sold pursuant to a Registration Statement in an

underwritten offering, the Company agrees to enter into an underwriting

agreement containing customary representations and warranties with respect to

the business and operations of an issuer of the securities being registered and

customary covenants and agreements to be performed by such issuer, including

without limitation customary provisions with respect to indemnification by the

Company of the underwriters of such offering.

7. Information by Holder. Each Stockholder including Registrable Shares in

any registration shall furnish to the Company such information regarding such

Stockholder and the distribution proposed by such Stockholder as the Company may

reasonably request in writing and as shall be required in connection with any

registration, qualification or compliance referred to in this Agreement.

8. "Stand-Off" Agreement. Each Stockholder, if requested by the Company and

the managing underwriter of an offering by the Company of Common Stock or other

securities of the Company pursuant to a Registration Statement, shall not sell,

contract to sell, grant any option to purchase, make any short sale or otherwise

dispose of any Registrable Shares or other securities of the Company held by

such Stockholder for a specified period of time (not to exceed 180 days)

following the effective date of such Registration Statement; provided, that:

(a) such agreement shall only apply to the first Registration

Statement covering Common Stock to be sold by or on behalf of the Company to the

public in an underwritten offering; and

(b) all officers and directors of the Company and all stockholders

holding more than 1%, by voting power, of the outstanding capital stock of the

Company enter into similar agreements.

9. Limitations on Subsequent Registration Rights. The Company shall not,

without the prior written consent of Preferred Investors holding a majority of

the Registrable Shares held by all Preferred Investors, enter into any agreement

(other than this Agreement) with any holder or prospective holder of any

securities of the Company which would allow such holder or prospective holder

(a) to include securities of the Company in any Registration Statement upon

terms which are more favorable to such holder or prospective holder than the

terms on which holders of Registrable Shares may include shares in such

registration, or (b) to make a demand registration which could result in such

registration statement being declared effective prior to

-9-

<PAGE>

December 31, 2004.

10. Rule 144 Requirements. After the e