mm06-0310_8ke101.htm


    EXHIBIT
99.1

     

    
 

    
      EXECUTION
VERSION

    

    FIRST
LIEN SENIOR INCREMENTAL NOTES AGREEMENT

    


     

    THIS FIRST LIEN SENIOR INCREMENTAL
NOTES AGREEMENT is dated as of May 27, 2010 (this “Agreement”) and entered into
by and among the purchasers (each, a “Purchaser” and collectively,
the “Purchasers”) set
forth on Supplemental
Schedule 1.2A attached hereto (“Supplemental Schedule 1.2A”),
NEXTWAVE WIRELESS LLC, a
Delaware limited liability company (“Company”), NEXTWAVE
WIRELESS INC., a Delaware corporation (“Parent”), and each Guarantor
listed on the signature pages hereto, and acknowledged by THE BANK OF NEW YORK MELLON,
as Collateral Agent.

     

    


    RECITALS:

    


     

    WHEREAS, reference is hereby
made to the Purchase Agreement dated as of July 17, 2006, by and among
Company, Parent, the guarantors party thereto from time to time, the noteholders
thereunder from time to time and The Bank of New York Mellon, as Collateral
Agent (as the same has been and may be further amended, restated, supplemented
or otherwise modified from time to time, the “First Lien Purchase
Agreement”; capitalized terms used (but not otherwise defined) herein
shall have the respective meanings ascribed thereto in the First Lien Purchase
Agreement);

     

    WHEREAS, Section 1.1 of the
First Lien Purchase Agreement, as amended by the Amendment and Limited Waiver to
the Note Agreements (the “Amendment and Waiver”) dated
as of March 16, 2010, permits Company to issue from time to time up to
$25,000,000 aggregate Stated Value of senior secured Notes at the agreed
purchase price set forth in connection with such issuance on a supplemental
Schedule 1.2A
to the First Lien Purchase Agreement, such senior secured Notes being Senior
Incremental Notes;

     

    WHEREAS, pursuant to the
Commitment Letter dated as of March 16, 2010 (the “Commitment Letter”), among the
Purchasers, Company and Parent, the Purchasers have agreed to purchase, from
time to time, up to $25,000,000 aggregate Stated Value of the Senior Incremental
Notes, each such issuance and purchase to be evidenced by a First Lien Senior
Incremental Notes Agreement substantially in the form of this Agreement, and
pursuant to which such Senior Incremental Notes are to be issued, are each
substantially in the form of Exhibit A-1 to the
First Lien Purchase Agreement;

     

    WHEREAS, Company desires to
exercise its right under Section 1.1 of the First Lien Purchase Agreement and
the Commitment Letter, to issue on the date hereof (the “Purchase Date”) $18,000,000
aggregate Stated Value of Notes represented by the Senior Incremental Notes
issued on the date hereof;

     

    WHEREAS, each Purchaser has
agreed to purchase the Senior Incremental Notes in such amount on the terms and
subject to the conditions set forth in this Agreement;

     

    WHEREAS, pursuant to Section
1.1 of the First Lien Purchase Agreement, each Holder and each Note Party have
previously consented to the modifications to the First Lien 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Purchase
Agreement necessary to reflect the issuance of Senior Incremental Notes and
shall be bound by this Agreement.

     

    NOW, THEREFORE, in
consideration of the premises and agreements, provisions and covenants herein
contained, the parties hereto agree as follows:

    


    1. Issuance of Senior Incremental
Notes. On the date hereof, Company will issue to the Purchasers the
Senior Incremental Notes at the purchase price set forth on Supplemental Schedule
1.2A attached hereto, which shall supplement the existing Schedule 1.2A to the
First Lien Purchase Agreement.  Company will promptly pay or cause to
be paid the Principal Amount of, premium, if any, and interest on the Senior
Incremental Notes on the dates and in the manner provided in the Senior
Incremental Notes, and in accordance with the terms of, the First Lien Purchase
Agreement.  For the avoidance of doubt, the Note Parties’ obligations
under the First Lien Purchase Agreement, and the other Note Documents incurred,
created or arising prior to the date hereof (including, without limitation,
Company’s obligations under the Notes issued prior to the date hereof, Parent’s
and Guarantors’ guaranty obligations with respect thereto and the First Priority
Liens with respect thereto) shall continue in full force and effect, shall
continue to be valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Agreement.

     

    2. Sale
and Purchase of the Senior Incremental Notes.

     

    (a) In
reliance upon the Purchasers’ several representations made in Section 1.3 of the
First Lien Purchase Agreement that are hereby being made in this Agreement with
respect to the Senior Incremental Notes as of the Purchase Date and subject to
the terms and conditions set forth in this Agreement and the other Note
Documents, Company hereby agrees to sell to the Purchasers the Senior
Incremental Notes. In reliance upon the
representations and warranties of Company contained in this Agreement and the
other Note Documents, and subject to the terms and conditions set forth herein
and therein, the Purchasers hereby agree, severally and not jointly, to purchase
the Senior Incremental Notes from Company as described in Section 2(b)
hereinafter.

     

    (b) The sale
and purchase of the Senior Incremental Notes (the “Note Purchase”) will take
place on the Purchase Date at the offices of O’Melveny & Myers LLP at Seven
Times Square, New York, NY 10036.  On the Purchase Date, Company will,
subject to the terms and conditions set forth in this Agreement, deliver to each
Purchaser the Stated Value of the Senior Incremental Notes set forth with
respect to such Purchaser on Supplemental Schedule
1.2A against payment of the purchase price therefor as set forth under
the heading “Total Issue Price” on Supplemental Schedule
1.2A by intra-bank or federal funds wire transfer of same day funds to
Company.

     

    3. First Lien Purchase Agreement
Governs. Except as set forth in
this Agreement, the Senior Incremental Notes are issued pursuant to the First
Lien Purchase Agreement and shall otherwise be subject to the provisions of the
First Lien Purchase Agreement and the other Note Documents (including, without
limitation, that each Senior Incremental Note (i) shall constitute a “Note” and
a “Senior Incremental Note” under the First Lien Purchase Agreement, (ii) will
at all times be secured pursuant to the Collateral Documents and guarantied


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    by Parent
and the Guarantors in accordance with the terms of the First Lien Purchase
Agreement, (iii) shall have interest payable at a rate and on terms set forth in
such Senior Incremental Note and the First Lien Purchase Agreement, (iv) shall
have the same maturity date as the other Notes under the First Lien Purchase
Agreement, and (v) shall be subject to optional redemption, mandatory redemption
and an obligation to make a repurchase offer upon the occurrence of a Change of
Control, in each case as further set forth in the First Lien Purchase Agreement
and such Senior Incremental Note).  This Agreement shall supplement
and modify the First Lien Purchase Agreement as provided herein and shall
constitute a “Note Document” under the First Lien Purchase
Agreement.  Accordingly, it shall have been and shall be an Event of
Default under the First Lien Purchase Agreement if any representation or
warranty made by Company, Parent or any Guarantor under or in connection with
this Agreement or the First Lien Purchase Agreement or any other Note Documents
shall have been false, incorrect, breached or misleading in any material respect
when made or furnished.

     

    4. Conditions to
Purchase.  The Purchasers’ respective obligations to purchase
the Senior Incremental Notes pursuant to this Agreement shall become effective
only upon the satisfaction of all of the following conditions
precedent:

     

    (a) On or
before the Purchase Date, Company, Parent and Guarantors shall deliver to the
Purchasers the following, each, unless otherwise noted, dated the Purchase
Date:

     

    i. copies of
all amendments to the Organizational Documents of such Person executed on or
after July 17, 2006, in each case, certified by the Secretary of State of
its jurisdiction of organization or, if such document is of a type that may not
be so certified, certified by the secretary or similar officer of such Person,
together with a good standing certificate from the Secretary of State of its
jurisdiction of organization and, to the extent generally available, a
certificate or other evidence of good standing as to payment of any applicable
franchise or similar taxes from the appropriate taxing authority of such
jurisdiction, each dated a recent date prior to the Purchase Date;

     

    ii. resolutions
of its board of directors, manager or sole member, as the case may be, approving
and authorizing the execution, delivery, and performance of this Agreement and
approving and authorizing the execution, delivery and payment of the Senior
Incremental Notes, certified as of the Purchase Date by its corporate secretary
or an assistant secretary as being in full force and effect without modification
or amendment;

     

    iii. signature
and incumbency certificates of its officers executing this Agreement, and the
Senior Incremental Notes; and

     

    iv. original
executed copies of this Agreement and the Senior Incremental Notes.

     

    (b) The
Purchasers and the Collateral Agent shall have received a favorable written
opinion of Weil, Gotshal & Manges LLP, counsel for Company, Parent and
Guarantors, in the form attached as Exhibit A hereto,
dated as of the Purchase Date, with respect to the 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    enforceability
of the Senior Incremental Notes and the other Notes, this Agreement, the other
Note Documents and as to such other matters as the Purchasers and the Collateral
Agent may reasonably request.

     

    (c) On or
before the Purchase Date, all corporate and other proceedings taken or to be
taken in connection with the transactions contemplated hereby and all documents
incidental thereto not previously found acceptable by any Purchaser or its
counsel shall be satisfactory in form and substance to such Purchaser and such
counsel, and such Purchaser and such counsel shall have received all such
counterpart originals or certified copies of such documents as such Purchaser
may reasonably request.

     

    (d) After
giving effect to the transactions contemplated by this Agreement, (i) no Default
or Event of Default (each as defined under the Note Documents) shall have
occurred and be continuing under the Note Documents or result from this
Agreement becoming effective in accordance with its terms, (ii) no Default or
Event of Default (each as defined under the Second Lien Documents) shall have
occurred and be continuing under the Second Lien Documents or result from this
Agreement becoming effective in accordance with its terms, and (iii) no Default
or Event of Default (each as defined under the Exchange Note Documents) shall
have occurred and be continuing under the Exchange Note Documents or result from
this Agreement becoming effective in accordance with its terms, and Company
shall have delivered an officer’s certificate to such effect.

     

    (e) Company
shall use the net proceeds from the sale of the Senior Incremental Notes solely
to fund the operations of Company in the ordinary course of business and not for
any other purpose including the acquisition of any business or assets (it being
understood that Company may make Permitted Investments pursuant to clause (viii)
of the definition of “Permitted Investments”) or for the repayment of any
Indebtedness.  For the avoidance of doubt, Section 4.9 of the First
Lien Purchase Agreement shall not apply to the issuance of the Senior
Incremental Notes pursuant to this Agreement.

     

    (f) Without
limiting any obligation of Company to reimburse the expenses pursuant to the
terms of the Note Documents, Company hereby agrees that on or before the
Purchase Date, Company shall reimburse each Purchaser for any and all
out-of-pocket expenses (including reasonable attorneys’ fees) incurred by such
Purchaser in connection with this Agreement and the matters related
hereto.

     

    5. Representations and
Warranties.  In order to induce the Purchasers to enter into
this Agreement, each of Company and Parent represents and warrants to each
Purchaser that the following statements are true, correct and
complete:

     

    (a) Organization, Corporate
Power and Authority.  Company is a limited liability company
duly organized, validly existing and in good standing under the laws of the
State of Delaware.  Parent is a corporation dully incorporated,
validly existing and in good standing under the laws of the State of
Delaware.  Each Guarantor that is a corporation is duly incorporated,
validly existing and in good standing under the laws of its state of
incorporation.  Each Guarantor that is a partnership or limited
liability company is duly organized and a validly existing partnership or
limited liability company, as the case may be, under the laws of its


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    jurisdiction
of formation and is in good standing in such jurisdiction.  Company
has all requisite limited liability company power and authority to own and
operate its properties and to carry on its business as now conducted and as
proposed to be conducted, to enter into this Agreement and to issue and deliver
the Senior Incremental Notes, Parent has all requisite corporate power and
authority to enter into this Agreement and the Parent Guaranty in respect of the
Senior Incremental Notes, and each of Company and Parent has requisite limited
liability company or corporate power and authority to carry out the transactions
contemplated by, and perform its obligations under, this Agreement, the First
Lien Purchase Agreement as supplemented and modified by this Agreement (together
with the First Lien Incremental Disclosure Schedules attached hereto as Exhibit B, the “Modified Agreement”) and the
Senior Incremental Notes.

     

    (b) Authorization of
Agreements.  The execution and delivery of this Agreement, and
the performance of this Agreement and the Modified Agreement and the issuance,
delivery and payment of the Senior Incremental Notes have been duly authorized
by all necessary corporate action on the part of Company, Parent and any
Guarantors, as the case may be.

     

    (c) No
Conflict.  The execution and delivery by Company and Parent of
this Agreement, the Senior Incremental Notes, and the performance of this
Agreement and the Modified Agreement and the issuance, delivery and payment of
the Senior Incremental Notes do not and will not (i) violate any provision of
any law or any governmental rule or regulation applicable to Company, Parent or
any Guarantor, or violate any Organizational Documents of Company, Parent or any
Guarantor, (ii) conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any FCC License, Spectrum Lease
or other Material Contract of any Note Party, (iii) result in or require the
creation or imposition of any Lien upon any of the properties or assets of any
Note Party (except pursuant to the Note Documents), (iv) require any
approval of stockholders, partners or members or any approval or consent of any
Person under any Contractual Obligation of any Note Party, except for such
approvals or consents obtained on or before the date hereof, or (v) give rise
(except pursuant to the Note Documents) to any preemptive rights, rights of
first refusal or other similar rights on behalf of any Person under any
Applicable Law or any provision of the Organizational Documents of any Note
Party or any Material Contract to which any Note Party is a party or by which
any Note Party is bound.

     

    (d) Governmental
Consents.  The execution and delivery by Company and Parent of
this Agreement, the Senior Incremental Notes, and the performance by Company and
Parent of this Agreement and the Modified Agreement and the issuance, delivery
and payment of the Senior Incremental Notes do not and will not require any
Governmental Authorization by any Governmental Authority (including the FCC)
except to the extent obtained on or before the date hereof.

     

    (e) Binding
Obligation.  This Agreement has been duly executed and
delivered by Company, Parent and the Guarantors and this Agreement and the
Modified Agreement are the legally valid and binding obligations of such Person,
enforceable against such Person in accordance with their respective terms,
except as may be limited by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors’ rights generally or by
equitable principles relating to enforceability, whether considered at law or


     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    equity.  The
Senior Incremental Notes have been duly authorized by Company and when executed
and authenticated, will be entitled to the benefits of this Agreement and the
Modified Agreement and will constitute the legally valid and binding obligations
of Company, enforceable against Company in accordance with its terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws relating to or limiting creditors’ rights generally or by equitable
principles relating to enforceability, whether considered at law or
equity.

     

    (f) Incorporation of
Representations and Warranties From First Lien Purchase
Agreement.  The representations and warranties contained in
Article IV of the Modified Agreement, as further modified by Schedule 5(f)
attached hereto, are and will be true, correct and complete in all material
respects on and as of the Purchase Date to the same extent as though made on and
as of that date.

     

    (g) Financial
Condition.

     

    i. The
audited consolidated balance sheet of the Company and its Subsidiaries dated
January 2, 2010, and the related audited consolidated statements of income or
operations, shareholders’ equity and cash flows for the Fiscal Year ended on
that date have been delivered to the Purchasers.  The audited
consolidated balance sheet of the Company and its Subsidiaries dated January 2,
2010, and the related audited consolidated statements of income or operations,
shareholders’ equity and cash flows for the Fiscal Year ended on that date, were
prepared in accordance with GAAP consistently applied throughout the respective
periods covered thereby, fairly present, in all material respects, the financial
condition of such Persons as at the dates indicated and the results of their
operations and their cash flows for the periods indicated, except as otherwise
indicated therein.

     

    ii. The
unaudited consolidated balance sheets of the Company and its Subsidiaries as at
the end of each Fiscal Quarter ended more than 45 days prior to the Purchase
Date, consisting of a consolidated balance sheet and the related consolidated
statements of income and cash flows for the periods indicated were prepared in
accordance with GAAP consistently applied throughout the respective periods
covered thereby, and certified by the chief financial officer of the Company
that they fairly present, in all material respects, the financial condition of
the Company and its Subsidiaries as at the dates indicated and the results of
their operations and their cash flows for the periods indicated, subject to
changes resulting from audit and normal year-end adjustments, except for the
absence of footnotes and as otherwise expressly noted therein.

     

    (h) No Material Adverse Change;
Absence of Undisclosed Liabilities.  Since January 2, 2010, no
event or change has occurred that has had or could reasonably be expected to
have, either individually or in the aggregate, a Material Adverse
Effect.  Except as set forth in the financial statements referred to
in Section 5(g) hereinabove, since January 2, 2010, neither the Company nor any
of its Subsidiaries has incurred any obligations or liabilities that would be
required to be reflected on a balance sheet or the notes prepared thereto in
accordance with 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    GAAP
consistently applied, other than obligations or liabilities incurred in the
ordinary course of business.

     

    (i) Independent
Auditors.  Ernst & Young LLP, who have certified the
consolidated financial statements of the Company as of January 2, 2010, are
independent public accountants within the meaning of the Securities
Act.

     

    (j) Absence of
Default.  Immediately prior to, or after giving effect to this
Agreement, no Default or Event of Default has occurred and is continuing or
would result from this Agreement becoming effective in accordance with its
terms.

     

    (k) Secured Working Capital
Line.  No Secured Working Capital Line exists.

     

    (l) Performance of
Agreements. Company, Parent and each
Guarantor has performed in all material respects all agreements and satisfied
all conditions which the First Lien Purchase Agreement provides shall be
performed or satisfied by it on or before the date hereof.

     

    (m) Investment Company
Act.  Neither Company nor any of its Subsidiaries is or,
immediately after receipt of payment for the Senior Incremental Notes and the
consummation of the transactions contemplated under this Agreement and the
Senior Incremental Notes, will be an “investment company” registered or required
to be registered under the Investment Company Act of 1940, as
amended.

     

    6. Acknowledgment and
Consent.  Parent and each guarantor (or grantor) listed on the
signatures pages hereof (each, a “Guarantor” and collectively,
the “Guarantors”) hereby
(a) acknowledges and agrees that any of the Parent Guaranty, Guaranty and
Collateral Documents (each, a “Credit Support Document”) to
which it is a party or otherwise bound shall continue in full force and effect
and that all of its obligations thereunder shall be valid and enforceable and
shall not be impaired or limited by the execution or effectiveness of this
Agreement and (b) acknowledges that it has read this Agreement and consents to
the terms hereof, and hereby confirms and agrees that, from and after the
Purchase Date, “Secured Obligations” and “Guarantied Obligations,” as
applicable, under each Credit Support Document to which it is a party or
otherwise bound shall include Company’s and Parent’s obligations, as applicable,
under the Senior Incremental Notes and this Agreement.  Each Guarantor
represents and warrants that all representations and warranties contained in the
Modified Agreement and the Credit Support Documents to which it is a party or
otherwise bound, as modified by Schedule 5(f)
attached hereto, are true, correct and complete in all material respects on and
as of the Purchase Date to the same extent as though made on and as of that
date, and each of the Schedules referred to therein and attached to this
Agreement, as modified or supplemented to reflect changes thereto from and after
July 17, 2006, is and will be true, correct and complete in all material
respects on and as of the Purchase Date.  For the avoidance of doubt,
for the purposes of this Section 6, (i) the introductory language to Article IV
of the First Lien Purchase Agreement shall be disregarded, (ii) each reference
in Article IV of the First Lien Purchase Agreement to the “Closing Date” and the
“Closing” shall be replaced with the reference to the “Purchase Date”, and (iii)
the references to the “Conversion” and “Conversion Date” shall remain unchanged
except as modified by Schedule 5(f)
attached hereto.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    7. Miscellaneous.

     

    (a) Reference to and Effect on
the First Lien Purchase Agreement and the Other Note
Documents.

     

    i.        Except
as otherwise expressly provided herein, each of Company, Parent and the
Guarantors hereby agree that (i) the First Lien Purchase Agreement and the other
Note Documents are, and shall continue to be, in full force and effect and are
hereby ratified and confirmed in all respects, except that on and after the
Purchase Date (A) all references in the First Lien Purchase Agreement to “this
Agreement,” “hereto,” “hereof,” “hereunder” or words of like import referring to
the First Lien Purchase Agreement shall mean the First Lien Purchase Agreement
as modified by this Agreement and (B) all references in the other Note
Documents to the “First Lien Purchase Agreement,” “thereto,” “thereof,”
“thereunder” or words of like import referring to the First Lien Purchase
Agreement shall mean the First Lien Purchase Agreement as modified by this
Agreement, (ii) to the extent that the First Lien Purchase Agreement or any
other Note Document purports to pledge to Collateral Agent, or to grant to
Collateral Agent a security interest in or lien on, any collateral as security
for the obligations under the First Lien Purchase Agreement, such pledge or
grant of a security interest or lien is hereby ratified and confirmed in all
respects, and (iii) the execution, delivery and effectiveness of this Agreement
shall not operate as an amendment or modification of any right, power or remedy
of Collateral Agent or the Holders under the First Lien Purchase Agreement or
any other Note Document, nor constitute an amendment or modification of any
provision of the First Lien Purchase Agreement or any other Note
Document.

     

    ii.        The
execution, delivery and performance of this Agreement shall not, except as
expressly provided herein, constitute a waiver of any provision of, or operate
as a waiver of any right, power or remedy of any Purchaser or any other Holder
under, the First Lien Purchase Agreement or any of the other Note
Documents.

     

    (b) Fees and
Expenses.  Each of Company and Parent acknowledges that all
costs, fees and expenses as described in Section 1.4 of the First Lien Purchase
Agreement incurred by each Purchaser and its counsel with respect to this
Agreement and the documents and transactions contemplated hereby shall be for
the account of Company and Parent.

     

    (c) Headings.  Section
and subsection headings in this Agreement are included herein for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose or be given any substantive effect.

     

    (d) Applicable Law.  THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW OF THE 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    STATE OF NEW YORK), WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.

     

    (e) Counterparts; Effectiveness.  This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document.  This Agreement
(other than the provisions of Sections 1, 2 and 3 hereof, the effectiveness of
which is governed by Section 4 hereof) shall become effective upon the execution
of a counterpart hereof by Company, Parent, each Purchaser and each of the
Guarantors and receipt by Company and the Purchasers of written or telephonic
notification of such execution and authorization of delivery
thereof.  Delivery of an executed counterpart of this Agreement by
telefacsimile or electronic mail shall be equally as effective as delivery of an
original executed counterpart of this Agreement.

     

    8. Consent
to Jurisdiction and Service of Process.

     

    ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY OR ANY GUARANTOR ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, OR ANY OBLIGATIONS
THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK.  BY EXECUTING
AND DELIVERING THIS AGREEMENT, COMPANY AND EACH OF THE GUARANTORS, EACH FOR
ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY

     

    (I)           ACCEPTS
GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH
COURTS;

     

    (II)           WAIVES
ANY DEFENSE OF FORUM NON
CONVENIENS;

     

    (III)           AGREES
THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE
BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO COMPANY OR ANY
GUARANTOR, AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1 OF THE FIRST
LIEN PURCHASE AGREEMENT;

     

    (IV)           AGREES
THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS SUFFICIENT TO CONFER PERSONAL
JURISDICTION OVER COMPANY AND THE GUARANTORS IN ANY SUCH PROCEEDING IN ANY SUCH
COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
RESPECT;

     

    (V)           AGREES
THAT EACH PURCHASER RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST COMPANY OR ANY GUARANTOR IN THE
COURTS OF ANY OTHER JURISDICTION; AND

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (VI)           AGREES
THAT THE PROVISIONS OF THIS SECTION 8 RELATING TO JURISDICTION AND VENUE SHALL
BE BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK
GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.

     

    9. Waiver
of Jury Trial.

     

    COMPANY,
THE GUARANTORS, PARENT AND THE PURCHASERS HEREBY AGREE TO WAIVE THEIR RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AGREEMENT.  The scope of this waiver is intended to be
all-encompassing of any and all disputes that may be filed in any court and that
relate to the subject matter of this transaction, including contract claims,
tort claims, breach of duty claims and all other common law and statutory
claims.  Company, the Guarantors, Parent and the Purchasers each
acknowledge that this waiver is a material inducement for Company, the
Guarantors, Parent and the Purchasers to enter into a business relationship,
that each has already relied on the waiver in entering into this Agreement, and
that each will continue to rely on the waiver in their related future
dealings.  Company, the Guarantors, Parent and the Purchasers further
warrant and represent that each has reviewed this waiver with its legal counsel,
and that each knowingly and voluntarily waives its jury trial rights following
consultation with legal counsel.  THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL
WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 9 AND EXECUTED BY
EACH OF THE PARTIES HERETO), AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT.  In the event of litigation, this Agreement may be filed as
a written consent to a trial by the court.

     

    10. Recordation of the Senior Incremental
Notes.  Upon execution and delivery hereof, Company will record
each Senior Incremental Note in the Register, and each such Senior Incremental
Note shall be a “Note” and “Senior Incremental Note” as such terms are used in
the First Lien Purchase Agreement and the Amendment and Waiver,
respectively.

     

    11. Amendment, Modification and
Waiver.  This Agreement may not be amended, modified or waived
except by an instrument or instruments in writing signed and delivered on behalf
of each of the parties hereto.

     

    12. Entire
Agreement.  This Agreement, the First Lien Purchase Agreement
and the other Note Documents constitute the entire agreement among the parties
with respect to the subject matter hereof and thereof and supersede all other
prior agreements and understandings, both written and verbal, among the parties
or any of them with respect to the subject matter hereof.

     

    13. Severability.  Any
term or provision of this Agreement which is invalid or unenforceable in any
jurisdiction shall, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or affecting the validity
or enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction.  If any provision of this 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Agreement
is so broad as to be unenforceable, the provision shall be interpreted to be
only so broad as would be enforceable.

     

    14. Direction to Collateral
Agent.  The Purchasers, constituting the Required Holders under
the First Lien Purchase Agreement, hereby instruct the Collateral Agent to
acknowledge that (i) it has read this Agreement, (ii) this Agreement constitutes
a “Note Document” under the First Lien Purchase Agreement and (iii) the
Collateral Agent will continue to act on behalf of all Holders (including the
Purchasers under this Agreement) under the Collateral Agency Agreement and the
other Note Documents in accordance with the terms thereof.

     

    [Remainder
of page intentionally left blank]

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each of
the undersigned has caused its duly authorized officer to execute and deliver
this Agreement as of the date first written above.

     

    
      
        	 	PURCHASER: 	 
	 	 	 
	 	AVENUE
      INVESTMENTS, L.P.	 
	 	By: 	Avenue
      Partners, LLC, its General Partner	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Sonia
      Gardner	 
	 	 	Name: 	Sonia
      Gardner 	 
	 	 	Title: 	President
      and Managing Partner 	 
	 	 	 	 
	 	AVENUE INTERNATIONAL MASTER,
      L.P.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Sonia
      Gardner	 
	 	 	Name:	Sonia
      Gardner 	 
	 	 	Title:	President
      and Managing Partner  	 
	 	 	 	 
	 	 	 	 
	 	AVENUE - CDP GLOBAL
      OPPORTUNITIES FUND, L.P.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Sonia
      Gardner 	 
	 	 	Name: 	Sonia
      Gardner 	 
	 	 	Title: 	President
      and Managing Partner  	 
	 	 	 	 	 
	 	 	 	 	 
	 	AVENUE SPECIAL SITUATIONS FUND
      V, L.P.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	/s/ Sonia
      Gardner 	 
	 	 	Name: 	Sonia
      Gardner 	 
	 	 	Title:	President
      and Managing Partner  	 


      

    

     


    
      
        
          S-1

           

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        	 	PURCHASER: 	 
	 	 	 
	 	SOLUS
      CORE OPPORTUNITIES MASTER FUND LTD	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Chris
      Pucillo	 
	 	 	Name: 	Chris
      Pucillo 	 
	 	 	Title: 	Director 	 


      

    

    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
          
            S-2

          

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          	 	COMPANY:	 
	 	 	 
	 	 NEXTWAVE
      WIRELESS LLC	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Francis
      J. Harding	 
	 	 	Name: 	Francis
      J. Harding 	 
	 	 	Title: 	Treasurer 	 


        

      

      
         

         

        
          	 	PARENT and
      GUARANTOR:	 
	 	 	 
	 	 NEXTWAVE
      WIRELESS INC.	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ Francis
      J. Harding	 
	 	 	Name: 	Francis
      J. Harding 	 
	 	 	Title: 	Chief
      Financial Officer 	 


        

 

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      
 

      
        
          
            
              S-3

            

          

           


        

        
           


          
            

          

        

        
           


        

      


     

    
      
        	 	GUARANTORS:	 
	 	 	 
	 	NEXTWAVE
      BROADBAND INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Francis
      J. Harding	 
	 	 	Name: 	Francis
      J. Harding 	 
	 	 	Title: 	Treasurer 	 


      

    

     

     

    
      
        	 	NW
      SPECTRUM CO.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Francis
      J. Harding	 
	 	 	Name: 	Francis
      J. Harding 	 
	 	 	Title: 	Treasurer 	 


      

    

     

     

    
      	 	AWS
      WIRELESS INC.	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ Francis
      J. Harding	 
	 	 	Name: 	Francis
      J. Harding 	 
	 	 	Title: 	Treasurer 	 


    

     

     

    
      
        	 	WCS
      WIRELESS LICENSE SUBSIDIARY, LLC	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Francis
      J. Harding	 
	 	 	Name: 	Francis
      J. Harding 	 
	 	 	Title: 	Treasurer 	 


      

    

    


     

     

     

     

     

     

     

     


    
      
        
          S-4

        

         


      

      
         


        
          

        

      

      
         


      

    

     

     

    
      
        	 Acknowledged
      by (pursuant to Section 14 above):	 
	 	 
	THE
      BANK OF NEW YORK MELLON,
      

                as
      Collateral Agent

              	 
	 	 	 
	
                By:
      

              	/s/ Eddie
      Wang	 
	 	Name: 	Eddie
      Wang 	 
	 	Title: 	Vice
      President 	 


      



     

     

     

     

     

     

     

     

     

     

     

     


    
      
        
          S-5

           

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    Supplemental
Schedule 1.2A

    


    Purchasers and Issue
Price

    


    Notes issued on May 27, 2010
(evidencing Senior Incremental Notes)

     

    
      
        	
                Purchasers

              	
                Total
      Issue Price/Principal

                Amount
      of Notes Purchased

                
                

              
	
                Avenue
      Investments, L.P.

              	$	1,873,363	 
	
                Avenue
      International Master, L.P.

              	$	3,484,736	 
	
                Avenue
      - CDP Global Opportunities Fund, L.P.

              	$	755,478	 
	
                Avenue
      Special Situations Fund V, L.P.

              	$	8,286,423	 
	
                Solus
      Core Opportunities Master Fund Ltd

              	$	3,600,000	 
	
                Total

              	$	18,000,000	 


      

    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
          First Lien
Senior Incremental Notes Agreement

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
5(f)

     

     

    Modifications
to Representations and Warranties

     

    Solely
for the purposes of Section 5(f) of this Agreement:

    


    1. The
introductory language to Article IV of the Modified Agreement shall be deemed to
read as follows “The Company, Parent and the Guarantors hereby, jointly and
severally, represent and warrant on and as of the Purchase Date, after giving
effect to the Note Purchase, that:”.

     

    2. Each
reference in Article IV of the Modified Agreement to the “Closing Date” and the
“Closing” shall be replaced with a reference to the “Purchase
Date”.

     

    3. The
Company and the Guarantors shall not be deemed to make the representations and
warranties contained in Sections 4.1, 4.4, 4.5, 4.6, 4.7, 4.9, 4.10, 4.11, and 4.25 of the Modified
Agreement.

     

    4. The
second and third sentences set forth in Section 4.3 of the
Modified Agreement shall be amended and restated to read in their entirety as
follows: “All of the issued and outstanding Capital Stock of the Company and the
Parent have been duly authorized and validly issued, fully paid and
nonassessable, and all of such Capital Stock of the Company are owned by the
Parent.”

     

    5. The
second sentence of the first paragraph of Section 4.13(a) of
the Modified Agreement shall be deemed to read as follows: “Except as set forth
on Schedule
4.13, neither the Company nor any of its Subsidiaries has any Foreign
Spectrum Holdings as of the Purchase Date.”

     

    6. The
phrase “other than the filing of any UCC financing statements delivered to the
Collateral Agent for filing (but not yet filed), the periodic filing of UCC
continuation statements in respect of UCC financing statements (including any
fixture filings) filed by or on behalf of the Holders of the Notes” set forth in
Section 4.31 of
the Modified Agreement is amended and restated to read in its entirety as
follows: “other than the periodic filing of UCC continuation statements in
respect of UCC financing statements (including any fixture filings) filed by or
on behalf of the Holders of the Notes”.

     

    7. Section 4.32 of the
Modified Agreement is amended and restated to read in its entirety as follows:
“Except as set forth on Schedule 4.32, the
Company or the Parent or one of its Subsidiaries has the unrestricted right to
vote, and (subject to limitations imposed by applicable law) to receive
dividends and distributions on, all capital securities of its Subsidiaries as
are owned by the Company, Parent or such Subsidiary.”

     

     

    


     


    
      
        
          1

           First
Lien Senior Incremental Notes Agreement

           

        

         


      

      
         


        
          

        

      

      
         


      

    

    8. Section 4.33 of the
Modified Agreement is amended and restated to read in its entirety as follows:
“Except as set forth in Section 8.2 of the Modified Agreement with respect to
the priority of payment among the Notes, no Indebtedness of the Company or any
of its Subsidiaries is senior to the Notes in right of payment, whether with
respect of payment of redemptions, interest, damages or upon liquidation or
dissolution or otherwise.”

     

    


     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
        
          2

           First
Lien Senior Incremental Notes Agreement

           

        

         


      

      
         


        
          

        

      

      
         


      

    



    EXHIBIT
A

    


    OPINION
OF COUNSEL TO NOTE PARTIES

    


    See
attached.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    May 27,
2010

    The Bank
of New York Mellon,

    as
Collateral Agent,

    under the
Indebtedness Agreement referred to below and for

    itself
and for each of the Purchasers referred to therein

    


     

    Ladies
and Gentlemen:

     

     

    We have
acted as counsel to NextWave Wireless Inc., a Delaware corporation (the “Parent”), NextWave
Wireless LLC, a Delaware limited liability company (the “Company”), NextWave
Broadband Inc., a Delaware corporation (“Broadband”), NW
Spectrum Co., a Delaware corporation (“NW Spectrum”), AWS
Wireless Inc., a Delaware corporation (“AWS Wireless”), WCS
Wireless License Subsidiary, LLC, a Delaware limited liability company (“WCS Wireless”, and
together with Broadband, NW Spectrum, and AWS Wireless, each a “Guarantor” and
collectively the “Guarantors”, and the
Guarantors together with the Parent and the Company, each an “Opinion Party” and
collectively the “Opinion Parties”) in
connection with the preparation, authorization, execution and delivery of, and
the consummation of the transactions contemplated by the First Lien Senior
Incremental Notes Agreement relating to $18,000,000 initial principal amount of
senior secured First Lien Notes due 2011 of the Company dated as of May 27, 2010
(the “Indebtedness
Agreement”) among the Company, the Parent, each Guarantor, and the
purchasers named therein (the “Purchasers”), with
The Bank of New York Mellon acting as collateral agent for the Purchasers (in
such capacity, the “Collateral
Agent”).  Capitalized terms defined or otherwise referenced in
the Indebtedness Agreement and used (but not otherwise defined) herein are used
herein as so defined or referenced.

     

    In so
acting, we have examined originals or copies (certified or otherwise identified
to our satisfaction) of the following documents:

    a. the
Indebtedness Agreement;

     

    b. the
Senior Incremental Notes issued on the date hereof;

     

    c. the
Modified Agreement.

     

    The
documents specified in clauses (a) through (c) are collectively referred to as
“New York
Documents”.

     

    In
addition we have examined such corporate and limited liability company records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of the Opinion
Parties, and have made such inquiries of such officers and representatives, as
we have deemed relevant and necessary as a basis for the opinions hereinafter
set forth.

     

    In such
examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified, conformed or photostatic copies and the authenticity of the
originals of such latter documents.  As to all 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          May 27,
2010

          Page
2

        

      

    

     

     

     

    questions
of fact material to these opinions that have not been independently established,
we have relied upon certificates or comparable documents of officers and
representatives of the Opinion Parties and upon the representations and
warranties of the Opinion Parties contained in the New York
Documents.  As used herein, “to our knowledge” and “of which we are
aware” mean the conscious awareness of facts or other information by any lawyer
in our firm on the date hereof who has, within one year prior to the date
hereof, devoted substantial time to matters involving the Opinion Parties or the
transactions contemplated by the New York Documents.

     

    Based on
the foregoing, and subject to the qualifications stated herein, we are of the
opinion that:

     

    Each of
the Opinion Parties is a corporation or limited liability company, as
applicable, validly existing and in good standing under the laws of the State of
Delaware.

     

    Each of
the Opinion Parties has all requisite corporate or limited liability company
power and authority, as applicable, to own, lease and operate its properties and
to carry on its business as now being conducted.

     

    Each of
the Opinion Parties has all requisite corporate or limited liability company
power and authority, as applicable, to execute and deliver the New York
Documents to which it is a party and to perform its obligations
thereunder.  The execution, delivery and performance of the New York
Documents by each of the Opinion Parties party thereto has been duly authorized
by all necessary corporate or limited liability company action, as applicable,
on the part of such Opinion Party.

     

    Each of
the New York Documents has been duly and validly executed and delivered by each
of the Opinion Parties party thereto.  Assuming the due authorization,
execution and delivery of the New York Documents by the other parties thereto,
each of the New York Documents constitutes the legal, valid and binding
obligation of the Opinion Parties party thereto, enforceable against each of
them in accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors’ rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity) and except that (A) rights to indemnification
and contribution thereunder may be limited by federal or state securities laws
or public policy relating thereto, (B) no opinion is expressed with respect to
set-offs by participants, and (C) no opinion is expressed with respect to any
provision of the New York Documents providing for liquidated
damages.

     

    The
execution and delivery by each of the Opinion Parties of the New York Documents
to which it is a party and the performance by each of the Opinion Parties of its
obligations thereunder will not conflict with, constitute a default under or
violate (i) any of the terms, conditions or provisions of the Certificate of
Incorporation or Certificate of Formation, as applicable, or by-laws or
operating agreement, as applicable (including all amendments thereto to the date
hereof) of such Opinion Party, (ii) any of the terms, conditions or provisions
of any agreement listed on Schedule I hereto, (iii) Delaware corporate or
limited liability company, New York state or federal law or regulation including
Regulation T, U or X of the Board of Governors of the Federal Reserve System
(other than the Communications Act, FCC Rules, and federal and 

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          May 27,
2010

          Page
3

        

      

    

     

     

     

    state
securities or blue sky laws, as to which we express no opinion in this
paragraph), or (iv) any judgment, writ, injunction, decree, order or ruling of
any court or governmental authority binding on such Opinion Party of which we
are aware.

     

    No
consent, approval, waiver, license or authorization or other action by or filing
with any Delaware corporate or limited liability company, New York state or
federal governmental authority is required in connection with the execution and
delivery by the Opinion Parties of the New York Documents to which they are
parties, the consummation by the Opinion Parties of the transactions
contemplated thereby or the performance by the Opinion Parties of their
obligations thereunder, except for filings in connection with perfecting
security interests, the Communications Act, FCC Rules and the federal and state
securities or blue sky laws, as to which we express no opinion in this
paragraph, and those already obtained.

     

    To our
knowledge, there is no litigation, proceeding or governmental investigation
pending or overtly threatened against the Opinion Parties that relates to any of
the transactions contemplated by the Indebtedness Agreement.

     

    On the
date hereof, immediately after giving affect to the purchase of the Senior
Incremental Notes, none of the Opinion Parties is an “investment company” within
the meaning of the Investment Company Act of 1940, as amended.

     

    Assuming
that the representations of the Purchasers contained in the Indebtedness
Agreement and the Modified Agreement are true, correct and complete and assuming
compliance by the Purchasers with their covenants set forth in the Indebtedness
Agreement, it is not necessary in connection with the offer, sale and delivery
of the Senior Incremental Notes to the Purchasers pursuant to the Indebtedness
Agreement to (i) register the Senior Incremental Notes under the Securities Act
of 1933, as amended, or (ii) qualify the Indebtedness Agreement or the Modified
Agreement under the Trust Indenture Act of 1939, as amended.

     

     

    The
opinions expressed herein are limited to the laws of the State of New York, the
corporate and limited liability company laws of the State of Delaware and the
federal laws of the United States, other than the Communications Act and FCC
Rules, and we express no opinion as to the effect on the matters covered by this
letter of any other jurisdiction.

     

    The
opinions expressed herein are rendered solely for your benefit and for the
benefit of your permitted assigns in connection with the transactions described
herein.  Those opinions may not be used or relied upon by any other
person, nor may this letter or any copies hereof be furnished to a third party,
filed with a governmental agency, quoted, cited or otherwise referred to without
our prior written consent, other than to bank regulatory authorities or your
permitted assigns.

     

    


     

    Very
truly yours,

     

    


     

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
I

    


    List of
Agreements

    


    
      	
              1.  

            	
              The
      Note Documents

            


    

     

    
      	
              2.  

            	
              Exchange
      Note Documents

            


    

     

    
      	
              3.  

            	
              The
      Second Lien Documents

            


    

     

    
      	
              4.  

            	
              Credit
      Line Agreement dated as of August 6, 2008, between NextWave Wireless Inc.
      and UBS Credit Corp.

            


    

     

    
      	
              5.  

            	
              Share
      Purchase Agreement among Michael Bornhausser, BB Private Equity N.V.,
      Varuma AG, Rolf Brugger, Andreas Sarasin, Markus Hof, Renate Thoma and
      PacketVideo Corporation

            


    

     

    
      	
              6.  

            	
              Stock
      Purchase Agreement dated July 2, 2009 among PacketVideo Corporation,
      NextWave Wireless Inc., NextWave Broadband Inc. and NTT Docomo,
      Inc.

            


    

     

    
      	
              7.  

            	
              Stockholders’
      Agreement, dated as of July 2, 2009 by and among PacketVideo Corporation,
      NextWave Wireless Inc., NextWave Broadband Inc. and NTT DOCOMO,
      Inc.

            


    

     

    
      	
              8.  

            	
              Amended
      and Restated Services Agreement dated October 30, 2006 among NextWave
      Broadband Inc and LCC International
Inc.

            


    

     

    
      	
              9.  

            	
              Settlement
      and General Release Agreement dated September 21, 2009 among Nechemia J.
      Peres (GO Networks Stockholder Representative) and NextWave Wireless
      Inc.

            


    

     

    
      	
              10.  

            	
              Letter
      dated December 28, 2009 between NextWave Wireless Inc. and Moelis and
      Company LLC.

            


    

     

    
      	
              11.  

            	
              First
      Lien Commitment Letter

            


    

     

    


    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    FIRST
LIEN INCREMENTAL DISCLOSURE SCHEDULES

    


    See
attached.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    
      


       

      


    

    


     

    DISCLOSURE
SCHEDULES

     

    TO
FIRST LIEN SENIOR INCREMENTAL NOTES AGREEMENT

     

    among

     

    NEXTWAVE
WIRELESS INC.,

     

    NEXTWAVE
WIRELESS LLC,

     

    Each
GUARANTOR NAMED THEREIN

     

    and

     

    THE
PURCHASERS NAMED THEREIN

     

    Relating
to:

     

    Senior
Secured First Lien Notes due 2011

     

    of

     

    NextWave
Wireless LLC

     

    


     

    


     

    Dated
as of May 27, 2010

     

    
      


       

      


    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    INTRODUCTION

     

     

    Attached
to and forming a part of the First Lien Senior Incremental Notes Agreement,
dated as of May 27, 2010 (the “Agreement”) among NextWave
Wireless Inc., a corporation organized under the laws of the state of Delaware
(the “Parent”), NextWave
Wireless LLC, a limited liability company organized under the laws of the state
of Delaware (the “Company”), each Guarantor
party thereto (each, a “Guarantor” and collectively,
the “Guarantors”), the
Purchasers set forth in Supplemental Schedule 1.2A herein (each, a “Purchaser” and collectively,
the “Purchasers”), and
acknowledged by The Bank of New York Mellon, as Collateral Agent.

     

    The
representations and warranties of the Company, the Parent and the Guarantors in
the Agreement are qualified by, and made subject to, the disclosures in these
Schedules to the extent, and solely to the extent, expressly stated in the
applicable provision(s) to which any Schedule
relates.  Notwithstanding the foregoing, inclusion of information in
these Schedules shall not be construed as an admission that such information is
material to the business, assets, liabilities, financial condition, results of
operations or prospects of the Company, the Parent or the Guarantors, or
otherwise material, or that such information is required to be included in these
Schedules, and inclusion of information in connection with disclosure of matters
that are not in the ordinary course of business shall not be construed as an
admission that the included items or actions are not in the ordinary course of
business.

     

     

    


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      Supplemental
Schedule 1.2A

      


      Purchasers and Issue
Price

      


      Senior Incremental Notes
issued on May 27, 2010

      


      
        	
                Purchasers

              	 	
                Principal
      Amount of Notes Purchased

              	 	 	
                Total
      Issue Price

              	 
	
                Avenue
      Investments, L.P.

              	 	$	1,873,363.00	 	 	$	1,873,363.00	 
	
                Avenue
      International Master, L.P.

              	 	$	3,484,736.00	 	 	$	3,484,736.00	 
	
                Avenue
      - CDP Global Opportunities Fund, L.P.

              	 	$	755,478.00	 	 	$	755,478.00	 
	
                Avenue
      Special Situations Fund V, L.P.

              	 	$	8,286,423.00	 	 	$	8,286,423.00	 
	
                Solus
      Core Opportunities Master Fund

              	 	$	3,600,000.00	 	 	$	3,600,000.00	 
	
                Total

              	 	$	18,000,000.00	 	 	$	18,000,000.00	 


      

      






      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      Schedule
4.3

      


      Corporate and Capital
Structure

      


      


      Persons holding 5% or more
of the Capital Stock of the Parent (on an as-converted
basis)

      


      
        	
                1.  

              	
                Navation
      Inc.

              


      

       

      
        	
                2.  

              	
                Avenue
      Capital Group

              


      

       

      
        	
                3.  

              	
                Sola
      Ltd.

              


      

       

      
        	
                4.  

              	
                Allen
      Salmasi

              


      

       

      Corporate Structure –
Subsidiaries of the Company

      


      
        	
                Entity Name

              	
                Owner(s)

                (100%
      unless otherwise stated)

              
	
                NextWave
      Broadband Inc.

              	
                Company

              
	
                NWGN,
      Inc. (formerly GO Networks, Inc.)

              	
                Company

              
	
                NextWave
      Argentina S.A.

              	
                Company  (98%)

                NW
      Spectrum Co (2%)

              
	
                Hughes
      Systique Corporation

              	
                Company
      (5% common shareholders)

              
	
                CYGNUS
      Communications, Inc.

              	
                Company

              
	
                PacketVideo
      Corporation

              	
                NextWave
      Broadband Inc.

              
	
                NW
      Spectrum Co.

              	
                NextWave
      Broadband Inc.

              
	
                AWS
      Wireless Inc.

              	
                NextWave
      Broadband Inc.

              
	
                NextWave
      Metropolitan, Inc.

              	
                NextWave
      Broadband Inc.

              
	
                WiMax
      Telecom AG

              	
                NextWave
      Broadband Inc.

              
	
                PacketVideo
      Japan Corp.

              	
                PacketVideo
      Corporation

              
	
                PacketVideo
      France SARL

              	
                PacketVideo
      Corporation

              
	
                PacketVideo
      India Private Limited

              	
                PacketVideo
      Corporation

              
	
                PacketVideo
      Finland Oy

              	
                PacketVideo
      Corporation

              
	
                PacketVideo
      N.Carolina Corp

              	
                PacketVideo
      Corporation

              
	
                PacketVideo
      Germany GmbH

              	
                PacketVideo
      Corporation

              
	
                PacketVideo
      Korea Branch

              	
                PacketVideo
      Corporation

              
	
                PacketVideo
      Switzerland (SDC)

              	
                PacketVideo
      Corporation

              
	
                WCS
      Wireless License Subsidiary, LLC

              	
                NW
      Spectrum Co.

              
	
                4253311
      Canada, Inc.

              	
                4399773
      Canada, Inc.

              


         

         

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        
          	
                  Entity Name

                	
                  Owner(s)

                  (100%
      unless otherwise stated)

                


        

        	
                4399773
      Canada, Inc.

              	
                 NW
      Spectrum Co.

              
	
                Inquam
      Broadband GmbH

              	
                WiMax
      Telecom AG

              
	
                Callix
      Consulting AG

              	
                WiMax
      Telecom AG

              
	
                WiMax
      Telecom SRO

              	
                WiMax
      Telecom AG

              
	
                Infotel
      Argentina S.A.

              	
                NextWave
      Argentina (99.98%)

                Company
      (0.02%)

              
	
                Callbi
      S.A.

              	
                NextWave
      Argentina

              
	
                Cygnus
      Multimedia Communications, Inc.

              	
                Cygnus
      Communications, Inc.

              
	
                Cygnus
      Acquisition, Co.

              	
                Cygnus
      Multimedia Communications, Inc

              
	
                Babian
      Software India Pvt India

              	
                Hughes
      Systique Corporation

              
	
                Inquam
      Norway AS

              	
                NextWave
      Broadband Inc.

              
	
                NextWave
      Spectrum UK Ltd

              	
                NextWave
      Wireless LLC

              
	
                NextWave
      Inversiones Ltda

              	
                NextWave
      Spectrum UK Ltd

              
	
                Southam
      Chile SA

              	
                NextWave
      Inversiones

              
	
                NextWave
      Chile Ltda`

              	
                NextWave
      Spectrum UK Ltd

              
	
                Sociedad
      Televisora CBC Ltd

              	
                NextWave
      Chile Ltda

              


      

      


      On
September 28, 2008, the Company’s wholly-owned subsidiary, GO Networks, Inc., a
Delaware corporation (the “Applicant”), submitted an application pursuant to
Chapter 12 of the Israeli Companies Ordinance, 1983-5743 (the “Israeli Companies
Ordinance”) with the Tel Aviv District Court (the "Court") requesting the
appointment of a permanent liquidator for the purpose of effecting a
court-supervised liquidation of GO Networks Ltd. (a corporation organized under
the laws of the state of Israel) (“GO Networks Israel”).  In addition,
concurrently with such application, the Applicant also submitted to the Court an
application pursuant to Chapter 12 of the Israeli Companies Ordinance to appoint
a temporary liquidator during the interim period until a permanent liquidator is
appointed.  The application for appointment of a temporary liquidator
was granted October 6, 2008 and on January 14, 2009 the court entered an order
for the permanent liquidation of GO Networks Israel.  As a result of
the liquidation, the Company no longer controls GO Networks Israel and its
subsidiaries and will not receive any proceeds from the assets of such GO
Networks entities.

      


      On
October 14, 2008, the Company shut down the operations of its Cygnus
Communications Canada Co. subsidiary (“Cygnus Canada”) and filed a voluntary
petition for bankruptcy in the Court of Queen's Bench of Alberta.  The
bankruptcy trustee that was appointed for Cygnus Canada on October 14, 2008 is
Hardie & Kelly.  The operations of Cygnus Canada consisted of a
research and development facility with 21 employees.  Bankruptcy
finalized on January 15, 2010.  As a result of the bankruptcy, the
Company no longer controls Cygnus Canada and its subsidiaries and will not
receive any proceeds from the assets of such Cygnus entities.  The
final inspector meeting was held on January 15, 2010.

      


      On
October 30, 2009, the Board of Directors of WiMAX Telecom GmbH, the holding
company for the Company’s discontinued WiMAX Telecom business in Austria and
Croatia, filed an 

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      insolvency
proceeding in Austria in accordance with local law to permit the orderly
wind-down of such entity.  The court in Austria has entered an order
appointing an administrator to manage the insolvency of WiMAX Telecom
GmbH.  As a result of the appointment of the administrator, the
Company no longer controls WiMAX Telecom GmbH and its subsidiaries and will not
receive any proceeds from the assets of such WiMAX entities.

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      

        
          
             


          

          
            5

            
              

            

          

          
             


          

        


        Preemptive
Rights

        


        
          	
                  1.  

                	
                  Rights
      of the Second Lien Noteholders pursuant to Second Lien Warrant
      Agreements.

                


        

         

        
          	
                  2.  

                	
                  Rights
      of NTT DoCoMo, Inc. pursuant to the Stockholders’ Agreement, dated as of
      July 2, 2009 by and among PacketVideo Corporation, NextWave Wireless Inc.,
      NextWave Broadband Inc. and NTT DOCOMO,
Inc.

                


        

         

        Options

        


        
          	
                  1.

                	
                  During
      the year ended January 2, 2010, the Company had five share-based
      compensation plans that provide for awards to acquire shares of common
      stock.  At January 2, 2010, the Company may issue up to an
      aggregate of 31.5 million shares of common stock under its equity
      compensation plans, of which 21.2 million shares are reserved for issuance
      upon exercise of granted and outstanding options and 10.3 million shares
      are available for future grants.

                


        

         

        Warrants

        


        
          	
                  1.  

                	
                  Warrants
      to purchase an aggregate of 10,476,663 shares of common stock held by
      Solus Ltd. and its affiliates.

                


        

         

        Conversion
Rights

        


        
          	
                  1.

                	
                  Parent
      has outstanding Third Lien Subordinated Secured Convertible Notes which
      are convertible into 44,821,994 shares of common stock as of March 28,
      2009, at a conversion price of $11.05 per
share.

                


        

         

        Stock Appreciation
Rights

        


        None.

        


        Employee
Stock Plans

        


        1.           Except
as disclosed in Note 13 of the Notes to Consolidated Financial Statements in the
Company’s Form 10-K filed on April 2, 2010, which are incorporated herein by
reference, there are none.

         


        
          
             


          

          
            6

            
              

            

          

          
             


          

        


        Schedule
4.8

        


        Material Contracts and
Spectrum Leases

        


        


        Material
Contracts

        


        
          	
                  12.  

                	
                  The
      Note Documents

                


        

         

        
          	
                  13.  

                	
                  Exchange
      Note Documents

                


        

         

        
          	
                  14.  

                	
                  The
      Second Lien Documents

                


        

         

        
          	
                  15.  

                	
                  Credit
      Line Agreement dated as of August 6, 2008, between NextWave Wireless Inc.
      and UBS Credit Corp.

                


        

         

        
          	
                  16.  

                	
                  Share
      Purchase Agreement among Michael Bornhausser, BB Private Equity N.V.,
      Varuma AG, Rolf Brugger, Andreas Sarasin, Markus Hof, Renate Thoma and
      PacketVideo Corporation

                


        

         

        
          	
                  17.  

                	
                  Stock
      Purchase Agreement dated July 2, 2009 among PacketVideo Corporation,
      NextWave Wireless Inc., NextWave Broadband Inc. and NTT Docomo,
      Inc.

                


        

         

        
          	
                  18.  

                	
                  Stockholders’
      Agreement, dated as of July 2, 2009 by and among PacketVideo Corporation,
      NextWave Wireless Inc., NextWave Broadband Inc. and NTT DOCOMO,
      Inc.

                


        

         

        
          	
                  19.  

                	
                  Amended
      and Restated Services Agreement dated October 30, 2006 among NextWave
      Broadband Inc and LCC International
Inc.

                


        

         

        
          	
                  20.  

                	
                  Settlement
      and General Release Agreement dated September 21, 2009 among Nechemia J.
      Peres (GO Networks Stockholder Representative) and NextWave Wireless
      Inc.

                


        

         

        
          	
                  21.  

                	
                  Letter
      dated December 28, 2009 between NextWave Wireless Inc. and Moelis and
      Company LLC.

                


        

         

        
          	
                  22.  

                	
                  Senior
      Secured Notes Commitment Letter, dated March 16, 2010, by and among Avenue
      Capital Management II, L.P. (on behalf of its managed investment funds set
      forth therein), Solus Core Opportunities Master Fund Ltd, NextWave
      Wireless LLC and NextWave Wireless
Inc.

                


        

         

        


        Spectrum
Leases

        


        1.
Domestic Spectrum Leases

      

       

      
        

          
            
               


            

            
              7

              
                

              

            

            
               


            

          


          
            	
                    License
      Call Signs

                  	
                    Market

                  	
                    Licensee

                  	
                    Lease
      Name

                  
	
                    WLX648

                     

                  	
                    Mobile,
      AL

                  	
                    North
      American Catholic Educational Programming Foundation, Inc.

                     

                    Lessee
      is Clearwire Spectrum Holdings II LLC

                     

                  	
                    Educational
      Broadband Service Long Term De Facto Transfer Individual Use Sublease
      Agreement  (March 2, 2007)

                     

                  
	
                    WAC273

                     

                  	
                    San
      Francisco, CA

                  	
                    Regents
      of the University of California

                     

                  	
                    Long
      Term De Facto Transfer EBS Spectrum Lease Agreement  (November
      1, 2007)

                     

                  
	
                    KHU89

                    KTB97

                  	
                    San
      Francisco, CA

                  	
                    Regents
      of the University of California

                  	
                    Long
      Term De Facto Transfer EBS Spectrum Lease Agreement  (November
      1, 2007)

                     

                  
	
                    WHG396

                     

                  	
                    Modjeska
      Peak, CA

                  	
                    The
      Orange Catholic Foundation

                     

                  	
                    Lease
      Agreement (December 19, 2005); Assignment and Assumption Agreement (July
      7, 2006)

                     

                  
	
                    KTZ30

                  	
                    Peoria,
      IL

                  	
                    Bradley
      University

                     

                  	
                    Long
      Term De Facto  EBS Spectrum Lease Agreement  (May 16,
      2007); First Amendment to Lease Agreement (April, 2008)

                     

                  
	
                    WND596

                  	
                    Sea
      Girt, NJ

                  	
                    The
      Sea Girt School District

                     

                  	
                    Second
      Amended and Restate ITFS Lease Agreement (August 17, 2006)

                     

                     

                  
	
                    KRS81

                    KRS82

                    KRS83

                    KRS84

                    KRS85

                    KRS86

                    KRW67

                  	
                    New
      York, NY

                    Staten
      Island, NY

                    Yonkers,
      NY

                    Haverstraw,
      NY

                    Beacon,
      NY

                    Rhinecliff,
      NY

                    Loomis,
      NY

                  	
                    Archdiocese
      of New York

                     

                  	
                    Lease
      Agreement (December 2, 2004); Assignment and Assumption Agreement, July 7,
      2006); First Amendment to Lease Agreement (March 1, 2006)

                     

                  
	
                    WHR828

                  	
                    New
      York, NY

                  	
                    Educational
      Broadcasting Corporation

                  	
                    Long
      Term De Facto Transfer EBS Spectrum Lease Agreement  (June 20,
      2006)

                     

                     

                  


             

             

             

             

            
              
                
                

              

              
                8

                
                  

                

              

              
                
                

              

            

             

             

            
              	
                      License
      Call Signs

                    	
                      Market

                    	
                      Licensee

                    	
                      Lease
      Name

                    


            

            	
                    WAU29

                  	
                    Philadelphia,
      PA

                  	
                    Temple
      University

                  	
                    Long
      Term De Facto  EBS Spectrum Lease Agreement  (July 31,
      2006)

                     

                  
	
                    WHR506

                     

                  	
                    Fort
      Worth, TX

                  	
                    Tarrant
      County College District

                     

                  	
                    Long
      Term De Facto  EBS Spectrum Lease Agreement  (December
      13, 2006)

                     

                  
	
                     

                    KNLB200

                     

                  	
                     

                    2310-2315
      MHz & 2355-2360 MHz in Fall River, MA

                  	
                     

                    NW
      Spectrum Co.

                  	
                    NW
      Spectrum Co. – Troy City Internet Exchange, Inc. d/b/a MegaBroadband WCS
      Spectrum Lease Agreement (December 1, 2004); Instrument of Assignment and
      Assumption (January 10, 2006); First Amendment to Spectrum Lease Agreement
      (June 6, 2008); Second Amendment to Spectrum Lease Agreement (June 13,
      2008)

                     

                  
	
                    KNLB213

                  	
                    Portions
      of Jacksonville, FL MEA09 (excluding Duval and St. John’s
      counties)

                  	
                    NW
      Spectrum Co.

                  	
                    NW
      Spectrum Co. - Broadband
      South LLC Spectrum Manager Lease Agreement (December 4, 2008); Amendment
      Number 1 to Spectrum Manager Lease Agreement (January 8, 2009); Amendment
      Number 2 to Spectrum Manager Lease Agreement (March 12,
      2010)

                  


          

          
 

           

          

            
              
                 


              

              
                9

                
                  

                

              

              
                 


              

            


            2.
Foreign Spectrum leases

            


            
              	
                      Lease
      Name

                    	
                      NextWave
      entity party to lease

                    	
                      Lessee

                    	
                      Spectrum
      Bands

                    	
                      Market

                    
	
                      Letter
      of Intent between Inquam Broadband  GmbH and WVE Net GmbH (July
      3, 2007)*

                       

                    	
                      Inquam
      Broadband  GmbH

                    	
                      VSE
      NET GmbH

                    	
                      10
      MHz (of 3.5 GHz frequencies)

                    	
                      Wadrill,
      Germany

                    
	
                      Letter
      of Intent between Inquam Broadband GmbH and NeckarCom Telekommunikation
      GmbH (March 12, 2007)*

                    	
                      Inquam
      Broadband  GmbH

                    	
                      NeckarCom
      Telekommunikation GmbH

                    	
                      14
      MHz (of 3.5 GHz frequencies)

                    	
                      12
      locations in Germany:

                      -
      Dellmensingen

                      -
      Schnürpflingen

                      -
      Staig Wasserturm

                      -
      Staig VBHS

                      -
      Hüttisheim Wasserturm

                      -
      Hüttisheim Ziegelei

                      -
      Dorndorf

                      -
      Rißtissen

                      -
      Gamerschwang

                      -
      Lehenweiler

                      -
      Heimerdingen

                      -
      Scheer

                    


            

            


            *Letters
of Intent in process of being assigned to buyer of Inquam Broadband GmbH assets,
Inquam Holding GmbH

             

            


              
                
                   


                

                
                  10

                  
                    

                  

                

                
                   


                

              



            
              Schedule
4.13

               

              FCC
Licenses

              


              
                	
                         

                        NEXTWAVE’S
      DOMESTIC AWS SPECTRUM LICENSES

                         

                      
	
                        Call
      Sign

                      	
                        City

                      	
                        State

                      	
                        License
      Type

                      	
                        Licensee
      Name

                      
	
                        WQGD533

                      	
                        Citrus

                      	
                        FL

                      	
                        AWS

                      	
                        AWS
      Wireless Inc.

                      
	
                        WQGD532

                      	
                        Hardee

                      	
                        FL

                      	
                        AWS

                      	
                        AWS
      Wireless Inc.

                      
	
                        WQGD534

                      	
                        Putnam

                      	
                        FL

                      	
                        AWS

                      	
                        AWS
      Wireless Inc.

                      
	
                        WQGD594

                      	
                        Savannah

                      	
                        GA-SC

                      	
                        AWS

                      	
                        AWS
      Wireless Inc.

                      
	
                        WQGD601

                      	
                        Asheville

                      	
                        NC

                      	
                        AWS

                      	
                        AWS
      Wireless Inc.

                      
	
                        WQGD515

                      	
                        Burlington

                      	
                        NC

                      	
                        AWS

                      	
                         Proposed
      assignee: Carolina AWS, LLC

                      
	
                        WQGD559

                      	
                        Cabarrus

                      	
                        NC

                      	
                        AWS

                      	
                        AWS
      Wireless Inc.

                      
	
                        WQGD589

                      	
                        Greenville

                      	
                        NC

                      	
                        AWS

                      	
                        Proposed
      assignee:  Carolina AWS, LLC

                      
	
                        WQGD558

                      	
                        Hoke

                      	
                        NC

                      	
                        AWS

                      	
                        AWS
      Wireless Inc.

                      
	
                        WQGD557

                      	
                        Rockingham

                      	
                        NC

                      	
                        AWS

                      	
                        Proposed
      assignee:  Carolina AWS, LLC

                      
	
                        WQGD592

                      	
                        Wilmington

                      	
                        NC-SC

                      	
                        AWS

                      	
                        Proposed
      assignee:  Carolina AWS, LLC

                      
	
                        WQGD603

                      	
                        Hickory-Morganton

                      	
                        NC-TN

                      	
                        AWS

                      	
                        AWS
      Wireless Inc.

                      
	
                        WQGD624

                      	
                        Santa
      Fe

                      	
                        NM

                      	
                        AWS

                      	
                        AWS
      Wireless Inc.

                      
	
                        WQGD623

                      	
                        Amarillo

                      	
                        TX-NM

                      	
                        AWS

                      	
                        AWS
      Wireless Inc.

                      


              

              


              


              
                	
                         

                        NEXTWAVE’S
      DOMESTIC WCS SPECTRUM LICENSES1

                      
	
                        Call
      Sign

                      	
                        City

                      	
                        State

                      	
                        License
      Type

                      	
                        Licensee
      Name

                      
	
                        KNLB219

                      	
                        Phoenix

                      	
                        AZ

                      	
                        WCS

                      	
                        NW
      Spectrum Co.

                      
	
                        KNLB220

                      	
                        Los
      Angeles-San Diego

                      	
                        CA

                      	
                        WCS

                      	
                        NW
      Spectrum Co.

                      
	
                        KNLB307

                      	
                        Denver

                      	
                        CO

                      	
                        WCS

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      
	
                        KNLB213

                      	
                        Jacksonville

                      	
                        FL

                      	
                        WCS

                      	
                        NW
      Spectrum Co. (FCC consented to assignment to Broadband South LLC of all
      counties except Duval and St. John’s on 6/1/2009)

                      
	
                        KNLB308

                      	
                        Hawaii

                      	
                        HI

                      	
                        WCS

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      
	
                        KNLB293

                      	
                        Des
      Moines-Quad Cities

                      	
                        IA

                      	
                        WCS

                      	
                        NW
      Spectrum Co.

                      
	
                        KNLB305

                      	
                        Chicago

                      	
                        IL

                      	
                        WCS

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      


                 

                
__________________________________

                  1  
FCC Rules governing WCS and adjacent spectrum in the Satellite Digital
Audio Radio Service are subject to modification pursuant to an ongoing FCC
rulemaking:  Amendment of Part 27 of the Commission’s Rules to Govern
the Operation of Wireless Communications Services in the 2.3 GHz Band (WT Docket
No. 07-293); and Establishment of Rules and Policies for the Digital Audio Radio
Satellite Service in the 2310-2360 MHz Frequency Band (IB Docket No.
95-91).


                  
                    
                       


                    

                    
                      11

                      
                        

                      

                    

                    
                       


                    

                  



                
                  	
                           

                          NEXTWAVE’S
      DOMESTIC WCS SPECTRUM LICENSES1

                        
	
                          Call
      Sign

                        	
                          City

                        	
                          State

                        	
                          License
      Type

                        	
                          Licensee
      Name

                        


                

                	
                        KNLB306

                      	
                        Kansas
      City

                      	
                        KS-MO

                      	
                        WCS

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      
	
                        KNLB200

                      	
                        Boston

                      	
                        MA

                      	
                        WCS

                      	
                        NW
      Spectrum Co.

                      
	
                        KNLB304

                      	
                        Detroit

                      	
                        MI

                      	
                        WCS

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      
	
                        KNLB218

                      	
                        Minneapolis-St.
      Paul

                      	
                        MN

                      	
                        WCS

                      	
                        NW
      Spectrum Co.

                      
	
                        KNLB292

                      	
                        Minneapolis-St.
      Paul

                      	
                        MN

                      	
                        WCS

                      	
                        NW
      Spectrum Co.

                      
	
                        KNLB207

                      	
                        St.
      Louis

                      	
                        MO

                      	
                        WCS

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      
	
                        KNLB322

                      	
                        St.
      Louis

                      	
                        MO

                      	
                        WCS

                      	
                        NW
      Spectrum Co.

                      
	
                        KNLB294

                      	
                        Omaha

                      	
                        NE

                      	
                        WCS

                      	
                        NW
      Spectrum Co.

                      
	
                        KNLB208

                      	
                        Buffalo

                      	
                        NY

                      	
                        WCS

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      
	
                        KNLB302

                      	
                        Cleveland

                      	
                        OH

                      	
                        WCS

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      
	
                        KNLB303

                      	
                        Cleveland

                      	
                        OH

                      	
                        WCS

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      
	
                        KNLB295

                      	
                        Portland

                      	
                        OR

                      	
                        WCS

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      
	
                        KNLB323

                      	
                        Houston

                      	
                        TX

                      	
                        WCS

                      	
                        NW
      Spectrum Co.

                      
	
                        KNLB215

                      	
                        San
      Antonio

                      	
                        TX

                      	
                        WCS

                      	
                        NW
      Spectrum Co.

                      
	
                        KNLB255

                      	
                        San
      Antonio

                      	
                        TX

                      	
                        WCS

                      	
                        NW
      Spectrum Co.

                      
	
                        KNLB296

                      	
                        Seattle

                      	
                        WA

                      	
                        WCS

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      
	
                        KNLB206

                      	
                        Milwaukee

                      	
                        WI

                      	
                        WCS

                      	
                        NW
      Spectrum Co.

                      
	
                        KNLB217

                      	
                        Milwaukee

                      	
                        WI

                      	
                        WCS

                      	
                        NW
      Spectrum Co.

                      
	
                        KNLB297

                      	
                        Northeast

                      	
                        US

                      	
                        WCS

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      
	
                        KNLB298

                      	
                        Central

                      	
                        US

                      	
                        WCS

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      
	
                        KNLB299

                      	
                        Central

                      	
                        US

                      	
                        WCS

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      
	
                        KNLB300

                      	
                        West

                      	
                        US

                      	
                        WCS

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      
	
                        KNLB301

                      	
                        West

                      	
                        US

                      	
                        WCS

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      


              

              


              


              
                	
                        NEXTWAVE’S
      DOMESTIC BRS SPECTRUM LICENSES

                      
	
                        Call
      Sign

                      	
                        City

                      	
                        State

                      	
                        License
      Type

                      	
                        Licensee
      Name

                      
	
                        WHT661

                      	
                        Albuquerque

                      	
                        NM

                      	
                        BRS

                      	
                         Proposed
      assignee: ZTark Communications LLC

                      
	
                        WHT662

                      	
                        Albuquerque

                      	
                        NM

                      	
                        BRS

                      	
                        Proposed
      assignee:  ZTark Communications
LLC

                      


              

              


               

               

              
                
                  
                  

                

                
                  12

                  
                    

                  

                

                
                  
                  

                

              

              

                
                  	
                          WHT722

                        	
                          Henderson

                        	
                          NV

                        	
                          BRS

                        	
                          NW
      Spectrum Co.

                        
	
                          WQGH651

                        	
                          Las
      Vegas

                        	
                          NV

                        	
                          BRS

                        	
                          NW
      Spectrum Co.

                        
	
                          WHT724

                        	
                          Las
      Vegas

                        	
                          NV

                        	
                          BRS

                        	
                          NW
      Spectrum Co.

                        


                

              

               

              Pending FCC
Applications

              


              Granted But Not Yet Final FCC Applications With Respect To AWS
Licenses:

              


              
                	
                        Call
      Sign

                      	
                        Licensee

                      	
                        Service

                      	
                        Pending
      Application

                      
	
                        WQGD515

                      	
                        AWS
      Wireless Inc.

                      	
                        AWS

                      	
                        File
      No. 0004071830: assignment of license from AWS Wireless Inc (“AWSW”) to
      Carolina AWS LLC (consented to 12/23/2009)

                      
	
                        WQGD557

                      	
                        AWS
      Wireless Inc.

                      	
                        AWS

                      	
                        File
      No. 0004071830: assignment of license from AWS Wireless Inc (“AWSW”) to
      Carolina AWS LLC (consented to 12/23/2009)

                      
	
                        WQGD589

                      	
                        AWS
      Wireless Inc.

                      	
                        AWS

                      	
                        File
      No. 0004021209: assignment of license from AWS Wireless Inc (“AWSW”) to
      Carolina AWS LLC (consented to 11/06/2009)

                      
	
                        WQGD592

                      	
                        AWS
      Wireless Inc.

                      	
                        AWS

                      	
                        File
      No. 0004021209: assignment of license from AWS Wireless Inc (“AWSW”) to
      Carolina AWS LLC (consented to
11/06/2009)

                      


              

              


              Pending FCC Applications With Respect To WCS Licenses

              


              
                	
                        Call
      Sign

                      	
                        Licensee

                      	
                        Service

                      	
                        Pending
      Application

                      
	
                        KNLB200

                      	
                        NW
      Spectrum Co.

                      	
                        WCS

                      	
                        File
      No. 0003001466: license renewal

                      
	
                        KNLB206

                      	
                        NW
      Spectrum Co.

                      	
                        WCS

                      	
                        File
      No. 0003001467: license renewal

                      
	
                        KNLB213

                      	
                        NW
      Spectrum Co.

                      	
                        WCS

                      	
                        File
      No. 0003001468: license renewal

                      
	
                        KNLB215

                      	
                        NW
      Spectrum Co.

                      	
                        WCS

                      	
                        File
      No. 0003001469: license renewal

                      
	
                        KNLB217

                      	
                        NW
      Spectrum Co.

                      	
                        WCS

                      	
                        File
      No. 0003001470: license renewal

                      
	
                        KNLB218

                      	
                        NW
      Spectrum Co.

                      	
                        WCS

                      	
                        File
      No. 0003001471: license renewal

                      
	
                        KNLB219

                      	
                        NW
      Spectrum Co.

                      	
                        WCS

                      	
                        File
      No. 0003001472: license renewal

                      
	
                        KNLB220

                      	
                        NW
      Spectrum Co.

                      	
                        WCS

                      	
                        File
      No. 0003001473: license renewal

                      
	
                        KNLB255

                      	
                        NW
      Spectrum Co.

                      	
                        WCS

                      	
                        File
      No. 0003001474: license renewal

                      
	
                        KNLB292

                      	
                        NW
      Spectrum Co.

                      	
                        WCS

                      	
                        File
      No. 0003001475: license renewal

                      
	
                        KNLB293

                      	
                        NW
      Spectrum Co.

                      	
                        WCS

                      	
                        File
      No. 0003001476: license renewal

                      
	
                        KNLB294

                      	
                        NW
      Spectrum Co.

                      	
                        WCS

                      	
                        File
      No. 0003001477: license renewal

                      
	
                        KNLB322

                      	
                        NW
      Spectrum Co.

                      	
                        WCS

                      	
                        File
      No. 0003001478: license renewal

                      
	
                        KNLB323

                      	
                        NW
      Spectrum Co.

                      	
                        WCS

                      	
                        File
      No. 0003001479: license renewal

                      
	
                        KNLB207

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      	
                        WCS

                      	
                        File
      No. 0003001459: license renewal

                      
	
                        KNLB208

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      	
                        WCS

                      	
                        File
      No. 0003001460: license renewal

                      
	
                        KNLB295

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      	
                        WCS

                      	
                        File
      No. 0003001461: license renewal

                      
	
                        KNLB296

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      	
                        WCS

                      	
                        File
      No. 0003001462: license renewal

                      


                 

                 

                 

                 

                
                  
                    
                    

                  

                  
                    13

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  	
                          Call
      Sign

                        	
                          Licensee

                        	
                          Service

                        	
                          Pending
      Application

                        


                

                	
                        KNLB297

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      	
                        WCS

                      	
                        File
      No. 0003001463: license renewal

                      
	
                        KNLB298

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      	
                        WCS

                      	
                        File
      No. 0003001448: license renewal

                      
	
                        KNLB299

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      	
                        WCS

                      	
                        File
      No. 0003001449: license renewal

                      
	
                        KNLB300

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      	
                        WCS

                      	
                        File
      No. 0003001450: license renewal

                      
	
                        KNLB301

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      	
                        WCS

                      	
                        File
      No. 0003001451: license renewal

                      
	
                        KNLB302

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      	
                        WCS

                      	
                        File
      No. 0003001452: license renewal

                      
	
                        KNLB303

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      	
                        WCS

                      	
                        File
      No. 0003001453: license renewal

                      
	
                        KNLB304

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      	
                        WCS

                      	
                        File
      No. 0003001454: license renewal

                      
	
                        KNLB305

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      	
                        WCS

                      	
                        File
      No. 0003001455: license renewal

                      
	
                        KNLB306

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      	
                        WCS

                      	
                        File
      No. 0003001456: license renewal

                      
	
                        KNLB307

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      	
                        WCS

                      	
                        File
      No. 0003001457: license renewal

                      
	
                        KNLB308

                      	
                        WCS
      Wireless License Subsidiary, LLC

                      	
                        WCS

                      	
                        File
      No. 0003001458: license renewal

                      


              

              


              Granted But
Not Yet Final FCC Applications With Respect To WCS Licenses:

              


              
                	
                        KNLB213

                      	
                        NW
      Spectrum Co.

                      	
                        WCS

                      	
                        File
      No. 0003794840: assignment of license (excluding Duval and St. John’s
      counties) from NW Spectrum Co. to Broadband South LLC (consented to
      6/1/2009)

                      


              

              


              


              


              Granted But Not Yet Final FCC Applications With Respect To BRS
Licenses:

              


              
                	
                        WHT661

                      	
                        NW
      Spectrum Co.

                      	
                        BRS

                      	
                        File
      No. 0004115058: assignment of license from NW Spectrum Co. to ZTark
      Communications LLC (consented to 3/16/2010)

                      
	
                        WHT662

                      	
                        NW
      Spectrum Co.

                      	
                        BRS

                      	
                        File
      No. 0004115058: assignment of license from NW Spectrum Co. to ZTark
      Communications LLC (consented to
3/16/2010)

                      


              

              
 

              


                
                  
                     


                  

                  
                    14

                    
                      

                    

                  

                  
                     


                  

                



              NextWave Foreign Spectrum
Holdings

              


              
                	
                         

                        NEXTWAVE
      CANADIAN WCS LICENSES

                         

                      
	
                        License

                        Number

                      	
                        City

                      	
                        Licensee
      Name

                      
	
                        4981418

                      	
                        Placentia

                      	
                        4253311
      Canada Inc.

                      
	
                        4981419

                      	
                        Gander/Grand
      Falls/Windsor

                      	
                        4253311
      Canada Inc.

                      
	
                        4981420

                      	
                        Corner
      Brook/ Stephenville

                      	
                        4253311
      Canada Inc.

                      
	
                        4981421

                      	
                        Labrador

                      	
                        4253311
      Canada Inc.

                      
	
                        4981422

                      	
                        Mont-Joli

                      	
                        4253311
      Canada Inc.

                      
	
                        4981423

                      	
                        Riviere-du-Loup

                      	
                        4253311
      Canada Inc.

                      
	
                        4981424

                      	
                        La
      Malbaie

                      	
                        4253311
      Canada Inc.

                      
	
                        4981425

                      	
                        Chicoutimi/
      Jonquiere

                      	
                        4253311
      Canada Inc.

                      
	
                        4981426

                      	
                        Montmagny

                      	
                        4253311
      Canada Inc.

                      
	
                        4981427

                      	
                        Quebec

                      	
                        4253311
      Canada Inc.

                      
	
                        4981428

                      	
                        Sainte-Marie

                      	
                        4253311
      Canada Inc.

                      
	
                        4981429

                      	
                        Saint-Georges

                      	
                        4253311
      Canada Inc.

                      
	
                        4981430

                      	
                        Lac
      Megantic

                      	
                        4253311
      Canada Inc.

                      
	
                        4981431

                      	
                        Thetford
      Mines

                      	
                        4253311
      Canada Inc.

                      
	
                        4981432

                      	
                        Plessisville

                      	
                        4253311
      Canada Inc.

                      
	
                        4981433

                      	
                        La
      Tuque

                      	
                        4253311
      Canada Inc.

                      
	
                        4981434

                      	
                        Louiseville

                      	
                        4253311
      Canada Inc.

                      
	
                        4981435

                      	
                        Victoriaville

                      	
                        4253311
      Canada Inc.

                      
	
                        4981436

                      	
                        Coaticook

                      	
                        4253311
      Canada Inc.

                      
	
                        4981437

                      	
                        Windsor

                      	
                        4253311
      Canada Inc.

                      
	
                        4981438

                      	
                        Farnham

                      	
                        4253311
      Canada Inc.

                      
	
                        4981439

                      	
                        Joliette

                      	
                        4253311
      Canada Inc.

                      
	
                        4981440

                      	
                        Sainte-Agathe-des-Monts

                      	
                        4253311
      Canada Inc.

                      
	
                        4981441

                      	
                        Hawkesbury

                      	
                        4253311
      Canada Inc.

                      
	
                        4981442

                      	
                        Pembroke

                      	
                        4253311
      Canada Inc.

                      
	
                        4981443

                      	
                        Arnprior/
      Renfrew

                      	
                        4253311
      Canada Inc.

                      
	
                        4981444

                      	
                        Rouyn-Noranda

                      	
                        4253311
      Canada Inc.

                      
	
                        4981445

                      	
                        Notre-Dame-du-Nord

                      	
                        4253311
      Canada Inc.

                      
	
                        4981446

                      	
                        La
      Sarre

                      	
                        4253311
      Canada Inc.

                      
	
                        4981447

                      	
                        Roberval/Saint-Felicien

                      	
                        4253311
      Canada Inc.

                      
	
                        4981448

                      	
                        Cornwall

                      	
                        4253311
      Canada Inc.

                      
	
                        4981449

                      	
                        Napanee

                      	
                        4253311
      Canada Inc.

                      
	
                        4981450

                      	
                        Alliston

                      	
                        4253311
      Canada Inc.

                      
	
                        4981451

                      	
                        Fort
      Erie

                      	
                        4253311
      Canada Inc.

                      
	
                        4981452

                      	
                        Windsor/
      Leamington

                      	
                        4253311
      Canada Inc.

                      
	
                        4981453

                      	
                        Sudbury

                      	
                        4253311
      Canada Inc.

                      
	
                        4981454

                      	
                        Kirkland
      Lake

                      	
                        4253311
      Canada Inc.

                      
	
                        4981455

                      	
                        Timmins

                      	
                        4253311
      Canada Inc.

                      
	
                        4981456

                      	
                        Kapuskasing

                      	
                        4253311
      Canada Inc.

                      
	
                        4981457

                      	
                        Kenora/Sioux
      Lookout

                      	
                        4253311
      Canada Inc.

                      
	
                        4981458

                      	
                        Iron
      Bridge

                      	
                        4253311
      Canada Inc.

                      
	
                        4981459

                      	
                        Saulte
      Ste. Marie

                      	
                        4253311
      Canada Inc.

                      


                 

                 

                 

                
                  
                    
                    

                  

                  
                    15

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                 

                	
                         

                        NEXTWAVE CANADIAN WCS
      LICENSES

                         

                      
	
                        4981460

                      	
                        Thunder
      Bay

                      	
                        4253311
      Canada Inc.

                      
	
                        4981461

                      	
                        Steinbach

                      	
                        4253311
      Canada Inc.

                      
	
                        4981462

                      	
                        Winnipeg

                      	
                        4253311
      Canada Inc.

                      
	
                        4981463

                      	
                        Morden/Winkler

                      	
                        4253311
      Canada Inc.

                      
	
                        4981464

                      	
                        Brandon

                      	
                        4253311
      Canada Inc.

                      
	
                        4981465

                      	
                        Portage
      La Prairie

                      	
                        4253311
      Canada Inc.

                      
	
                        4981466

                      	
                        Dauphin

                      	
                        4253311
      Canada Inc.

                      
	
                        4981467

                      	
                        Creighton/Flin
      Flon

                      	
                        4253311
      Canada Inc.

                      
	
                        4981468

                      	
                        Thompson

                      	
                        4253311
      Canada Inc.

                      
	
                        4981469

                      	
                        Moose
      Jaw

                      	
                        4253311
      Canada Inc.

                      
	
                        4981470

                      	
                        Swift
      Current

                      	
                        4253311
      Canada Inc.

                      
	
                        4981471

                      	
                        Battleford

                      	
                        4253311
      Canada Inc.

                      
	
                        4981472

                      	
                        Northern
      Saskatchewan

                      	
                        4253311
      Canada Inc.

                      
	
                        4981473

                      	
                        Wetaskiwin/
      Ponoka

                      	
                        4253311
      Canada Inc.

                      
	
                        4981474

                      	
                        Barrhead

                      	
                        4253311
      Canada Inc.

                      
	
                        4981475

                      	
                        West
      Kootenay

                      	
                        4253311
      Canada Inc.

                      
	
                        4981476

                      	
                        Powell
      River

                      	
                        4253311
      Canada Inc.

                      
	
                        4981477

                      	
                        Merritt

                      	
                        4253311
      Canada Inc.

                      
	
                        4981478

                      	
                        Kamloops

                      	
                        4253311
      Canada Inc.

                      
	
                        4981479

                      	
                        Ashcroft

                      	
                        4253311
      Canada Inc.

                      
	
                        4981480

                      	
                        Williams
      Lake

                      	
                        4253311
      Canada Inc.

                      
	
                        4989477

                      	
                        St.
      John's

                      	
                        4253311
      Canada Inc.

                      
	
                        4989478

                      	
                        Charlottetown

                      	
                        4253311
      Canada Inc.

                      
	
                        4989479

                      	
                        Summerside

                      	
                        4253311
      Canada Inc.

                      
	
                        4989480

                      	
                        Truro

                      	
                        4253311
      Canada Inc.

                      
	
                        4989481

                      	
                        Amherst

                      	
                        4253311
      Canada Inc.

                      
	
                        4989482

                      	
                        Antigonish/New
      Glasgow

                      	
                        4253311
      Canada Inc.

                      
	
                        4989483

                      	
                        Sydney

                      	
                        4253311
      Canada Inc.

                      
	
                        4989484

                      	
                        Fredericton

                      	
                        4253311
      Canada Inc.

                      
	
                        4989485

                      	
                        Miramichi/
      Bathurst

                      	
                        4253311
      Canada Inc.

                      
	
                        4989486

                      	
                        Grand
      Falls

                      	
                        4253311
      Canada Inc.

                      
	
                        4989487

                      	
                        Campbellton

                      	
                        4253311
      Canada Inc.

                      
	
                        4989488

                      	
                        Matane

                      	
                        4253311
      Canada Inc.

                      
	
                        4989489

                      	
                        Trois-Rivieres

                      	
                        4253311
      Canada Inc.

                      
	
                        4989490

                      	
                        Sherbrooke

                      	
                        4253311
      Canada Inc.

                      
	
                        4989491

                      	
                        Montreal

                      	
                        4253311
      Canada Inc.

                      
	
                        4989492

                      	
                        Ottawa

                      	
                        4253311
      Canada Inc.

                      
	
                        4989493

                      	
                        Gananoque

                      	
                        4253311
      Canada Inc.

                      
	
                        4989494

                      	
                        Kingston

                      	
                        4253311
      Canada Inc.

                      
	
                        4989495

                      	
                        Guelph/
      Kitchener

                      	
                        4253311
      Canada Inc.

                      
	
                        4989496

                      	
                        Niagara/St.
      Catharines

                      	
                        4253311
      Canada Inc.

                      
	
                        4989497

                      	
                        London/
      Woodstock/St. Thomas

                      	
                        4253311
      Canada Inc.

                      
	
                        4989498

                      	
                        Midland

                      	
                        4253311
      Canada Inc.

                      
	
                        4989499

                      	
                        Regina

                      	
                        4253311
      Canada Inc.

                      
	
                        4989500

                      	
                        Prince
      Albert

                      	
                        4253311
      Canada Inc.

                      
	
                        4989501

                      	
                        Edmonton

                      	
                        4253311
      Canada Inc.

                      


              

               

               

              
 

              
                
                  
                  

                

                
                  16

                  
                    

                  

                

                
                  
                  

                

              

              


              
                	
                        NEXTWAVE
      NORWEGIAN 2.0 GHz LICENSES

                         

                      
	
                        License
      Number

                         

                      	
                        City

                      	
                        Licensee
      Name

                      
	
                        1001950

                      	
                        Nationwide

                      	
                        Inquam
      Norway AS

                      


              

              


            

             

            
              


              
                
                  
                     


                  

                  
                    17

                    
                      

                    

                  

                  
                     


                  

                

              

              


              


              
                	
                        NEXTWAVE
      SWITZERLAND BWA LICENSES

                         

                      
	
                        License
      Number

                         

                      	
                        City

                      	
                        Licensee
      Name

                      
	
                        2551407

                      	
                        Nationwide

                      	
                        Callix
      Consulting AG

                      


              

            

             

             

            
              



              
                
                  
                     


                  

                  
                    18

                    
                      

                    

                  

                  
                     


                  

                

              

              


              


              
                	
                        NEXTWAVE
      SLOVAKIAN 3.5 GHz LICENSES

                         

                      
	
                        License
      Number

                         

                      	
                        City

                      	
                        Licensee
      Name

                      
	
                        9510721014
      and 9510721011

                      	
                        Nationwide

                      	
                        WiMAX
      Telecom Slovakia s.r.o.

                      


              

              


            

            
              


              
                
                  
                     


                  

                  
                    19

                    
                      

                    

                  

                  
                     


                  

                

              

              


              


              
                	
                        NEXTWAVE
      ARGENTINE 2.5 GHz LICENSES

                         

                      
	
                        License
      Number

                         

                      	
                        City

                      	
                        Licensee
      Name

                      
	
                        Resolution
      S.C. 263/03 (Telecommunications license)

                        Resolution
      S.C. 3357/99 (Value-added service license)

                        Resolution
      S.C. 95/02 (Spectrum usage authorization)

                      	
                        National

                        National

                        Buenos
      Aires Metropolitan Area

                      	
                        Infotel
      Argentina S.A.

                      
	
                        Resolution
      S.C. 191/03 (Telecommunications license)

                        Resolution
      S.C. 2267/97 (Value-added service license)

                        Resolution
      S.C. 362/01 (Spectrum usage authorization)

                      	
                        National

                        National

                        Buenos
      Aires Metropolitan Area

                      	
                        Callbi
      S.A.

                      


              

              


            

             

            
              

                
                  
                     


                  

                  
                    20

                    
                      

                    

                  

                  
                     


                  

                


                


                
                  	
                          NEXTWAVE
      CHILEAN 2.5 GHz LICENSES

                           

                        
	
                          License
      Number

                           

                        	
                          City

                        	
                          Licensee
      Name

                        
	
                          Resolution:
      No. 55 of January 15, 2007 (Digital television license)

                          Decree:
      No. 1,023 of November 7, 2007 (Intermediate services
    license)

                        	
                          Santiago

                           

                        	
                          Southam
      Chile S.A.

                        
	
                          Resolution:
      No. 54 of January 15, 2007 (Digital television license)

                          Decree:
      No. 252 of April 14, 2008 (Intermediate services license)

                        	
                          Copiapó

                          Viña
      del Mar and Valparaíso

                          Temuco

                          Concepción

                          Punta
      Arenas

                          Antofagasta

                        	
                          Sociedad
      Televisora CBC Ltda.

                        


                

                





                
                  
                     


                  

                  
                    21

                    
                      

                    

                  

                  
                     


                  

                



              
                FCC Litigation/Adverse
Facts

                
                  	
                          1.  

                        	
                          Ownership
      of wireless broadband spectrum in Argentina remains subject to obtaining
      governmental approval.  Applications for transfer of control for
      both Infotel Argentina S.A. and Callbi S.A. have been on file since early
      2008 and are in final stages of review by the Argentine regulatory
      authority, the CNC.

                        


                

                 

                
                  	
                          2.  

                        	
                          The
      Company holds 30 licenses issued by the FCC for WCS spectrum. The Company
      filed WCS renewal applications on April 23, 2007. Under FCC rules,
      licenses continue in effect during the pendency of timely filed renewal
      applications. At least three parties about which the Company is aware made
      filings purporting to be competing “applications” in response to renewal
      applications filed by the Company, AT&T and perhaps others. The basis
      on which the third-party filings were made was the alleged failure of WCS
      licensees to deploy service on WCS spectrum and satisfy substantial
      service requirements by July 21, 2007. However, on December 1, 2006, the
      FCC issued a waiver order extending the substantial service deadline for
      WCS licensees to July 21, 2010. The FCC’s rules contain no procedures for
      processing competing “applications” filed for WCS spectrum and the FCC has
      not accepted them for filing.  On May 21, 2010, the FCC adopted
      amendments to the rules governing the WCS licenses and announced that it
      is also adopting a Notice of Proposed Rulemaking that commences a
      proceeding to examine the Commission’s rules and policies governing the
      renewal of wireless radio services authorizations and in a companion order
      to that notice will grant all pending WCS renewal applications conditioned
      on the outcome of that proceeding.  The Company cannot predict how or
      when the FCC will complete the rulemaking proceeding and how it will
      impact the decision to grant the pending WCS license renewal
      applications.

                        


                

                 

                
                  	
                          3.  

                        	
                          Please
      refer to “Risks Relating to Governmental Regulation” in Item 1.A. of the
      Company’s Form 10-K filed on April 2, 2010  and the Company’s
      Form 10-Q filed on May 18, 2010, which are incorporated herein by
      reference.

                        


                

                 


                
                  
                     


                  

                  
                    22

                    
                      

                    

                  

                  
                     


                  

                


                Schedule
4.14

                


                Intellectual
Property

                


                


                


                1.           Trademarks:

                


                
                  	
                           
      

                        	
                          A.

                        	
                          NextWave
      Broadband Inc. Trademarks Applications and Registrations – See Annex A
      appended to this schedule.

                        


                

                


                
                  	
                           
      

                        	
                          B.

                        	
                          PacketVideo
      Corporation U.S. Trademarks Applications and Registrations – See Annex B
      appended to this schedule.

                        


                

                


                
                  	
                           
      

                        	
                          C.

                        	
                          PacketVideo
      Corporation Foreign Trademark Applications and Registrations – See Annex C
      appended to this schedule.

                        


                

                


                2.           Patents:

                


                
                  	
                           
      

                        	
                          A.

                        	
                          PacketVideo
      Corporation Patents Applications and Issued Patents – See Annex D appended
      to this schedule.

                        


                

                


                3.           Trade
Names:

                 

                None.

                 

                4.           Copyrights:

                 

                None.

                


                
                  	
                          5.

                        	
                          IP
      Sold:

                        


                

                


                
                  	
                           
      

                        	
                          A.

                        	
                          Asset
      Purchase Agreement and Related Transactions dated December 24, 2008 among
      IPWireless, Inc, NextWave Wireless LLC and Northrop Grumman Information
      Technology, Inc. (containing a license transfer
  agreement)

                        


                

                


                
                  	
                           
      

                        	
                          B.

                        	
                          NextWave
      Broadband Inc. sold its entire Patent Portfolio to WiLAN Inc. pursuant to
      the Patent Sale and Transfer Agreement dated July 16,
  2009

                        


                

                


                
                  	
                           
      

                        	
                          C.

                        	
                          License
      Agreement dated July 16, 2009 between NextWave Broadband Inc. (Licensee)
      and WiLAN Inc. (Licensor)

                        


                

                



                
                  
                     


                  

                  
                    23

                    
                      

                    

                  

                  
                     


                  

                


                Annex A:  NextWave
Broadband Inc. Trademark Applications and Registrations

                


                


                
                  	
                          Mark

                           

                        	
                          Country

                        	
                          Application
      No.

                        	
                          Application
      Date

                        	
                          Registration
      No.

                        	
                          Registration
      Date

                        	
                          Class

                        	
                          Status

                        
	
                          NEXTWAVE

                        	
                          US

                        	
                          75/078,584

                        	
                          Mar-26-1996

                        	
                          2,413,339

                        	
                          Dec-19-2000

                        	
                          09,
      35, 42

                        	
                          Registered

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          US

                        	
                          78/843,093

                        	
                          Mar-22-2006

                        	 
      	 
      	
                          09,
      36, 38, 42

                        	
                          Published
      February 2, 2010

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          US

                        	
                          78/843,098

                        	
                          Mar-22-2006

                        	 
      	 
      	
                          09,
      36, 38, 42

                        	
                          Published
      February 2, 2010

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          Canada

                        	
                          1,317,483

                        	
                          Sep-21-2006

                        	 
      	 
      	
                          N/A

                        	
                          Abandoned
      failure to respond to Office Action

                        
	
                          NW
      and Design

                        	
                          Canada

                        	
                          1351865

                        	
                          Jun-15-2007

                        	 
      	 
      	
                          N/A

                        	
                          Abandoned
      failure to respond to Office Action

                        
	
                          MAXPORT

                        	
                          US

                        	
                          77/505,912

                        	
                          Jun-23-2008

                        	 
      	 
      	
                          09

                        	
                          Abandoned
      September 7, 2009, did not file SOU

                        
	
                          MXTV

                        	
                          US

                        	
                          77/505,916

                        	
                          Jun-23-2008

                        	 
      	 
      	
                          09

                        	
                          Abandoned
      September 14, 2009, did not file SOU

                        
	
                          MXTV

                        	
                          US

                        	
                          77/505,917

                        	
                          Jun-23-2008

                        	 
      	 
      	
                          38

                        	
                          Abandoned
      September 14,2009, did not file SOU

                        


                

                 

                 

                On
February 13, 2009 outside counsel was instructed to stop incurring costs in the
following trademarks.  Several are currently pending, but at risk of
being abandoned, as we are not responding to Office Actions for pending
applications or paying maintenance fees to maintain registration.

                 

                 

                
                  	
                          Mark

                           

                        	
                          Country

                        	
                          Application
      No.

                        	
                          Application
      Date

                        	
                          Registration
      No.

                        	
                          Registration
      Date

                        	
                          Class

                        	
                          Status

                        
	
                          NW
      and Design

                        	
                          US

                        	
                          77/065,799

                        	
                          Dec-15-2006

                        	 
      	 
      	
                          09,
      36, 38, 42

                        	
                          Allowed
      10/28/08, SOU due 4/28/09 (abandoned due to nonfiling of
    SOU)

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          Chile

                        	
                          803.168

                        	
                          Jan-15-2008

                        	
                          821.326

                        	
                          Jul-07-2008

                        	
                          09

                        	
                          Registered

                        


                   

                   

                   

                   

                  
                    
                      
                      

                    

                    
                      24

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                   

                  
                    	
                            Mark

                             

                          	
                            Country

                          	
                            Application
      No.

                          	
                            Application
      Date

                          	
                            Registration
      No.

                          	
                            Registration
      Date

                          	
                            Class

                          	
                            Status

                          


                  

                  	
                          NEXTWAVE
      WIRELESS

                        	
                          Chile

                        	
                          803.167

                        	
                          Jan-15-2008

                        	
                          821.325

                        	
                          Jul-07-2008

                        	
                          09

                        	
                          Registered

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          Korea

                        	
                          45-2006-0003470

                        	
                          Sep-21-2006

                        	
                          45-0025223

                        	
                          Nov-04-2008

                        	
                          07,
      13

                        	
                          Registered

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          Mexico

                        	
                          808163

                        	
                          Sep-21-2006

                        	
                          977492

                        	
                          Mar-20-2007

                        	
                          09

                        	
                          Registered

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          Argentina

                        	
                          2.799.704

                        	
                          Oct-23-2007

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          Argentina

                        	
                          2.799.705

                        	
                          Oct-23-2007

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          Australia

                        	
                          1136996

                        	
                          Sep-21-2006

                        	 
      	 
      	
                          09,
      38, 42

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          Australia

                        	
                          1136997

                        	
                          Sep-21-2006

                        	 
      	 
      	
                          09,
      38, 42

                        	
                          Pending*

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          Brazil

                        	
                          828742650

                        	
                          Sep-22-2006

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          Brazil

                        	
                          828742677

                        	
                          Sep-22-2006

                        	 
      	 
      	
                          38

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          Brazil

                        	
                          828742634

                        	
                          Sep-22-2006

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          Brazil

                        	
                          828742642

                        	
                          Sep-22-2006

                        	 
      	 
      	
                          38

                        	
                          Pending*

                        
	
                          NW
      and Design

                        	
                          Brazil

                        	
                          829193952

                        	
                          Jun-15-2007

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          China

                        	
                          5624376

                        	
                          Sep-22-2006

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          China

                        	
                          5624375

                        	
                          Sep-22-2006

                        	 
      	 
      	
                          35

                        	
                          Pending*

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          China

                        	
                          5624374

                        	
                          Sep-22-2006

                        	 
      	 
      	
                          38

                        	
                          Pending*

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          China

                        	
                          5624373

                        	
                          Sep-22-2006

                        	 
      	 
      	
                          42

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          China

                        	
                          5624349

                        	
                          Sep-22-2006

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          China

                        	
                          5624348

                        	
                          Sep-22-2006

                        	 
      	 
      	
                          35

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          China

                        	
                          5624347

                        	
                          Sep-22-2006

                        	 
      	 
      	
                          38

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          China

                        	
                          5624346

                        	
                          Sep-02-2006

                        	 
      	 
      	
                          42

                        	
                          Pending*

                        
	
                          NW
      and Design

                        	
                          China

                        	
                          6111411

                        	
                          Jun-15-2007

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        


                   

                   

                   

                   

                  
                    
                      
                      

                    

                    
                      25

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                  
                    	
                            Mark

                             

                          	
                            Country

                          	
                            Application
      No.

                          	
                            Application
      Date

                          	
                            Registration
      No.

                          	
                            Registration
      Date

                          	
                            Class

                          	
                            Status

                          


                  

                  	
                          NEXTWAVE
      BROADBAND

                        	
                          Colombia

                        	
                          07-118288

                        	
                          Nov-08-2007

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          Colombia

                        	
                          07-118284

                        	
                          Nov-08-2007

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          CTM

                        	
                          5331103

                        	
                          Sep-21-2006

                        	
                          5331103

                        	
                          Dec-07-2007

                        	
                          09,
      36, 38, 42

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          CTM

                        	
                          5331111

                        	
                          Sep-21-2006

                        	 
      	 
      	
                          09,
      36, 38, 42

                        	
                          Pending*

                        
	
                          NW
      and Design

                        	
                          CTM

                        	
                          6005052

                        	
                          Jun-15-2007

                        	 
      	 
      	
                          09,
      36, 38, 42

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          India

                        	
                          1490197

                        	
                          Sep-22-2006

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          India

                        	
                          1490198

                        	
                          Sep-22-2006

                        	 
      	 
      	
                          36

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          India

                        	
                          1490199

                        	
                          Sep-22-2006

                        	 
      	 
      	
                          38

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          India

                        	
                          1490200

                        	
                          Sep-22-2006

                        	 
      	 
      	
                          42

                        	
                          Pending*

                        
	
                          NW
      and Design

                        	
                          India

                        	
                          1569035

                        	
                          Jun-15-2007

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          Japan

                        	
                          2006-088578

                        	
                          Sep-22-2006

                        	 
      	 
      	
                          09,
      38, 42

                        	
                          Pending*

                        
	
                          NW
      and Design

                        	
                          Japan

                        	
                          2007-061325

                        	
                          Jun-15-2007

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          Korea

                        	
                          45-2006-0003471

                        	
                          Sep-21-2006

                        	 
      	 
      	
                          07,
      09, 13

                        	
                          Pending*

                        
	
                          NW
      and Design

                        	
                          Korea

                        	
                          40-2007-0032373

                        	
                          Jun-15-2007

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          Mexico

                        	
                          808167

                        	
                          Sep-21-2006

                        	
                          978051

                        	
                          Mar-20-2007

                        	
                          09

                        	
                          Pending*

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          Mexico

                        	
                          808168

                        	
                          Sep-21-2006

                        	
                          987,113

                        	
                          May-31-2007

                        	
                          35

                        	
                          Pending*

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          Mexico

                        	
                          808169

                        	
                          Sep-21-2006

                        	
                          977,493

                        	
                          Mar-20-2007

                        	
                          38

                        	
                          Pending*

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          Mexico

                        	
                          808170

                        	
                          Sep-21-2006

                        	
                          979,520

                        	
                          Apr-11-2007

                        	
                          42

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          Mexico

                        	
                          808166

                        	
                          Sep-21-2006

                        	
                          979573

                        	
                          Mar-20-2007

                        	
                          42

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          New
      Zealand

                        	
                          755575

                        	
                          Sep-21-2006

                        	 
      	 
      	
                          09,
      36, 38, 42

                        	
                          Pending*

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          Peru

                        	
                          333337

                        	
                          Oct-25-2007

                        	
                          139489

                        	
                          Jun-12-2008

                        	
                          09

                        	
                          Pending*

                        


                   

                   

                   

                   

                  
                    
                      
                      

                    

                    
                      26

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                  
                    
                      	
                              Mark

                               

                            	
                              Country

                            	
                              Application
      No.

                            	
                              Application
      Date

                            	
                              Registration
      No.

                            	
                              Registration
      Date

                            	
                              Class

                            	
                              Status

                            


                    

                  

                  	
                          NEXTWAVE
      BROADBAND

                        	
                          Russia

                        	
                          Not
      yet assigned

                        	
                          May-12-2008

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          Russia

                        	
                          Not
      yet assigned

                        	
                          May-12-2008

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          Russia

                        	
                          2006727132

                        	
                          Sep-21-2006

                        	 
      	 
      	
                          36,
      38, 42

                        	
                          Pending*

                        
	
                          NW
      and Design

                        	
                          Russia

                        	
                          Not
      yet assigned

                        	
                          Jun-15-2007

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        
	
                          NEXTWAVE
      BROADBAND

                        	
                          Taiwan

                        	
                          95048280

                        	
                          Sep-21-2006

                        	
                          1293898

                        	
                          Dec-16-2007

                        	
                          09,
      36, 38, 42

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          Taiwan

                        	
                          95048279

                        	
                          Sep-21-2006

                        	
                          1293897

                        	
                          Dec-16-2007

                        	
                          09,
      36, 38, 42

                        	
                          Pending*

                        
	
                          IBRIDGE

                        	
                          US

                        	
                          78/388,758

                        	
                          Mar-22-2004

                        	 
      	 
      	
                          38

                        	
                          Pending*

                        
	
                          NEXTWAVE
      WIRELESS

                        	
                          Venezuela

                        	
                          25839/07

                        	
                          Oct-26-2007

                        	 
      	 
      	
                          09

                        	
                          Pending*

                        
	
                          NW
      and Design

                        	
                          New
      Zealand

                        	
                          770467

                        	
                          Jun-15-2007

                        	
                          770467

                        	
                          Dec-20-2007

                        	
                          09

                        	
                          Cancelled

                        
	
                          NW
      and Design

                        	
                          Australia

                        	
                          1182405

                        	
                          Jun-15-2007

                        	
                          1182405

                        	
                          Jun-15-2007

                        	
                          09

                        	
                          Cancelled

                        


                

                


                *
Currently pending, but at risk of being abandoned.  Outside
attorneys were instructed on 02/13/09 to abandon and not respond to office
action.


                
                  
                     


                  

                  
                    27

                    
                      

                    

                  

                  
                     


                  

                


                Annex
B:  Packet Video US Trademark Applications and
Registrations

                


                
                  	
                          Serial
      No.

                        	
                          Registration

                          No.

                        	
                          Date
      Filed

                        	
                          Registration

                          Date

                        	
                          Case
      No

                        	
                          Status

                        	
                          Mark

                        
	
                          76/110,915

                        	
                          2676209

                        	
                          08/17/00

                        	
                          01/21/03

                        	
                          PVC-T-03-001

                        	
                          Renewed

                        	
                          PACKETVIDEO
      AND DESIGN

                        
	
                          76/110,916

                        	
                          2676210

                        	
                          08/17/00

                        	
                          01/21/03

                        	
                          PVC-T-03-002

                        	
                          Renewed

                        	
                          PACKETVIDEO
      AND DESIGN

                        
	
                          76/110,917

                        	
                          2676211

                        	
                          08/17/00

                        	
                          01/21/03

                        	
                          PVC-T-03-003

                        	
                          Renewed

                        	
                          PACKETVIDEO
      AND DESIGN

                        
	
                          76/110,919

                        	
                          2676212

                        	
                          08/17/00

                        	
                          01/21/03

                        	
                          PVC-T-03-004

                        	
                          Renewed

                        	
                          OVERLAPPING
      RECTANGLES AND CIRCLE DESIGN

                        
	
                          76/110,920

                        	
                          2676213

                        	
                          08/17/00

                        	
                          01/21/03

                        	
                          PVC-T-03-005

                        	
                          Renewed

                        	
                          OVERLAPPING
      RECTANGLES AND CIRCLE DESIGN

                        
	
                          76/110,921

                        	
                          2679613

                        	
                          08/17/00

                        	
                          01/28/03

                        	
                          PVC-T-03-006

                        	
                          Renewed

                        	
                          OVERLAPPING
      RECTANGLES AND CIRCLE DESIGN

                        
	
                          76/110,914

                        	
                          2735177

                        	
                          08/17/00

                        	
                          07/08/03

                        	
                          PVC-T-03-007

                        	
                          Renewed

                        	
                          PACKETVIDEO
      AND DESIGN

                        
	
                          76/110,918

                        	
                          2798240

                        	
                          08/17/00

                        	
                          12/23/03

                        	
                          PVC-T-03-008

                        	
                          Renewed

                        	
                          OVERLAPPING
      RECTANGLES AND CIRCLE DESIGN

                        
	
                          76/110,922

                        	
                          2805921

                        	
                          08/17/00

                        	
                          01/13/04

                        	
                          PVC-T-03-009

                        	
                          Renewed

                        	
                          PACKETVIDEO

                        
	
                          76/110,910

                        	
                          2830336

                        	
                          08/17/00

                        	
                          04/06/04

                        	
                          PVC-T-03-010

                        	
                          Renewed

                        	
                          PV
      AND DESIGN

                        
	
                          77/136,596

                        	 
      	
                          03/21/07

                        	 
      	
                          PVC-T-07-001

                        	
                          Abandoned

                        	
                          NINO

                        
	
                          77/143,082

                        	 
      	
                          03/28/07

                        	 
      	
                          PVC-T-07-002

                        	
                          Abandoned

                        	
                          LIBRE

                        
	
                          77/150,384

                        	 
      	
                          04/06/07

                        	 
      	
                          PVC-T-07-003

                        	
                          Abandoned

                        	
                          ELECTRICITY

                        
	
                          77/157,917

                        	 
      	
                          04/16/07

                        	 
      	
                          PVC-T-07-004

                        	
                          Abandoned

                        	
                          TRACKSTAR

                        
	 
      	 
      	 
      	 
      	
                          PVC-T-07-005

                        	
                          Not
      Filed

                        	
                          SHOWME

                        
	
                          77/157,907

                        	 
      	
                          04/16/07

                        	 
      	
                          PVC-T-07-006

                        	
                          Abandoned

                        	
                          SMILE

                        
	
                          77/157,895

                        	 
      	
                          04/16/07

                        	 
      	
                          PVC-T-07-007

                        	
                          Abandoned

                        	
                          RPM

                        
	
                          77/157,823

                        	 
      	
                          04/16/07

                        	 
      	
                          PVC-T-07-008

                        	
                          Abandoned

                        	
                          HOPSCOTCH

                        
	
                          77/163,303

                        	 
      	
                          04/23/07

                        	 
      	
                          PVC-T-07-009

                        	
                          Abandoned

                        	
                          EMILY

                        
	
                          77/192,349

                        	 
      	
                          05/29/07

                        	 
      	
                          PVC-T-07-010

                        	
                          Abandoned

                        	
                          MUSIC
      ON THE RUN

                        
	
                          77/236,296

                        	 
      	
                          07/23/07

                        	 
      	
                          PVC-T-07-011

                        	
                          Abandoned

                        	
                          MIX
      TAPE

                        
	
                          77/260,961

                        	
                          3577228

                        	
                          08/21/07

                        	
                          02/24/09

                        	
                          PVC-T-07-012

                        	
                          Registered

                        	
                          MEDIA
      FUSION

                        
	 
      	 
      	 
      	 
      	
                          PVC-T-07-013

                        	
                          Not
      Filed

                        	
                          TURNTABLE

                        
	 
      	 
      	 
      	 
      	
                          PVC-T-07-014

                        	
                          Not
      Filed

                        	
                          ALL-AROUND

                        
	
                          77/286,796

                        	
                          3581313

                        	
                          09/24/07

                        	
                          02/24/09

                        	
                          PVC-T-07-015

                        	
                          Registered

                        	
                          TWONKY

                        
	
                          77/286,806

                        	 
      	
                          09/24/07

                        	 
      	
                          PVC-T-07-016

                        	
                          SOU
      req’d

                        	
                          SMART
      MUSIC

                        
	
                          77/286,864

                        	 
      	
                          09/24/07

                        	 
      	
                          PVC-T-07-017

                        	
                          Abandoned

                        	
                          SMART
      ROCK

                        
	
                          77/294,716

                        	 
      	
                          10/03/07

                        	 
      	
                          PVC-T-07-018

                        	
                          Abandoned

                        	
                          PVCONNECT

                        
	
                          77/294,069

                        	 
      	
                          10/02/07

                        	 
      	
                          PVC-T-07-019

                        	
                          Abandoned

                        	
                          PVCONNECT
      DESIGN

                        
	
                          77/294,716

                        	 
      	
                          12/14/07

                        	 
      	
                          PVC-T-07-020

                        	
                          Abandoned

                        	
                          SCIFI

                        
	 
      	 
      	 
      	 
      	
                          PVC-T-07-021

                        	
                          Not
      Filed

                        	
                          FRIDGER

                        
	 
      	 
      	 
      	 
      	
                          PVC-T-08-001

                        	
                          Not
      Filed

                        	
                          ASTRO

                        
	
                          77/402,433

                        	 
      	
                          02/21/08

                        	 
      	
                          PVC-T-08-002

                        	
                          Abandoned

                        	
                          MEDIATOUCH

                        
	 
      	 
      	 
      	 
      	
                          PVC-T-08-003

                        	
                          Not
      Filed

                        	
                          ATTO

                        
	
                          77/430,988

                        	 
      	
                          03/25/08

                        	 
      	
                          PVC-T-08-004

                        	
                          SOU
      req’d

                        	
                          TELLY

                        
	
                          77/489,781

                        	 
      	
                          06/03/08

                        	 
      	
                          PVC-T-08-005

                        	
                          SOU
      req’d

                        	
                          TELLY
      DESIGN

                        
	 
      	 
      	 
      	 
      	
                          PVC-T-08-006

                        	
                          Not
      Filed

                        	
                          ALBUM
      ART VIEW

                        
	 
      	 
      	 
      	 
      	
                          PVC-T-08-007

                        	
                          Not
      Filed

                        	
                          THUMBNAIL
      VIEW

                        
	 
      	 
      	 
      	 
      	
                          PVC-T-08-008

                        	
                          Not
      Filed

                        	
                          ULTRAFAST
      CHANNEL SWITCHING

                        
	
                          77/702,387

                        	 
      	
                          03/30/09

                        	 
      	
                          PVC-T-09-001

                        	
                          Suspended

                        	
                          ARTE

                        
	
                          77/704/099

                        	 
      	
                          04/01/09

                        	 
      	
                          PVC-T-09-002

                        	
                          Published

                        	
                          SDC

                        
	
                          77/802,789

                        	 
      	
                          08/12/09

                        	 
      	
                          PVC-T-09-003

                        	
                          Published

                        	
                          LIBERATING
      MEDIA

                        
	 
      	 
      	 
      	 
      	
                          PVC-T-09-004

                        	
                          Not
      Filed

                        	
                          TWONKYREMOTE

                        
	 
      	 
      	 
      	 
      	
                          PVC-T-09-005

                        	
                          Not
      Filed

                        	
                          TWONKYMEDIABEAM

                        
	
                          77/825,866

                        	 
      	
                          09/14/09

                        	 
      	
                          PVC-T-09-006

                        	
                          Published

                        	
                          TWONKYBEAM

                        
	
                          77/899,041

                        	 
      	
                          12/22/09

                        	 
      	
                          PVC-T-09-007

                        	
                          Pending

                        	
                          MUSIC
      MESSAGE

                        
	 
      	 
      	 
      	 
      	
                          PVC-T-10-001

                        	
                          Not
      Filed

                        	
                          BEAM

                        


                


                
                  
                     


                  

                  
                    28

                    
                      

                    

                  

                  
                     


                  

                


                Annex
C:  PacketVideo Corporation Foreign Trademark Applications and
Registrations

                


                
                  	
                          GT
      REF

                        	
                          Country

                        	
                          Trademark

                        	
                          Int’l

                          Classes

                        	
                          Status

                        	
                          Appl
      No.

                        	
                          Appl
      Date

                        	
                          Reg
      No.

                        	
                          Reg
      Date

                        	
                          Next
      Renewal Due

                        	
                          Agent

                        	
                          Owner

                        
	
                          001313/CTM

                        	
                          European
      Union

                        	
                          PVAUTHOR

                        	
                          9

                        	
                          Inactive

                        	
                          1
      728 518

                        	
                          28-Jun-00

                        	
                          N/A

                        	
                          28-Jun-10

                        	
                          28-Jun-10

                        	
                          Lovells
      Boesebeck Droste

                        	
                          PacketVideo

                          Corporation

                        
	
                          001304/MX

                        	
                          Mexico

                        	
                          PACKETVIDEO

                        	
                          9

                        	
                          Inactive

                        	
                          435259

                        	
                          7-Jul-00

                        	
                          666987

                        	
                          7-Jul-00

                        	
                          7-Jul-10

                        	
                          Olivares
      & Cia, S.C.

                        	
                          PacketVideo

                          Corporation

                        
	
                          3405/001306/MX

                        	
                          Mexico

                        	
                          PVAUTHOR

                        	
                          9

                        	
                          Inactive

                        	
                          435256

                        	
                          7-Jul-00

                        	
                          677060

                        	
                          7-Jul-00

                        	
                          7-Jul-10

                        	
                          Olivares
      & Cia, S.C.

                        	
                          PacketVideo

                          Corporation

                        
	
                          3405/001307/MX

                        	
                          Mexico

                        	
                          PVPLAYER

                        	
                          9

                        	
                          Inactive

                        	
                          435257

                        	
                          7-Jul-00

                        	
                          676140

                        	
                          7-Jul-00

                        	
                          7-Jul-10

                        	
                          Olivares
      & Cia, S.C.

                        	
                          PacketVideo

                          Corporation

                        
	
                          3405/002205/MX

                        	
                          Mexico

                        	
                          PACKETVIDEO

                        	
                          38

                        	
                          Inactive

                        	
                          435258

                        	
                          7-Jul-00

                        	
                          666988

                        	
                          28-Jul-00

                        	
                          7-Jul-10

                        	
                          Olivares
      & Cia, S.C.

                        	
                          PacketVideo

                          Corporation

                        
	
                          053630-011200/CTM

                        	
                          European
      Union

                        	
                          PACKETVIDEO

                        	
                          42,
      9, 35, 38

                        	
                          Inactive

                        	
                          1755628

                        	
                          13-Jul-00

                        	
                          1,755,628

                        	
                          24-Sep-01

                        	
                          31-Jul-10

                        	
                          Lovells
      Boesebeck Droste

                        	
                          PacketVideo

                          Corporation

                        
	
                          053630-013400/CTM

                        	
                          European
      Union

                        	
                          PV
      & Design

                        	
                          38,
      9, 42

                        	
                          Inactive

                        	
                          2091478

                        	
                          16-Feb-01

                        	
                          2091478

                        	
                          23-Oct-03

                        	
                          28-Feb-11

                        	
                          F.J.
      Cleveland

                        	
                          PacketVideo

                          Corporation

                        
	
                          053630-013600/CTM

                        	
                          European
      Union

                        	
                          PACKETVIDEO
      & Design

                        	
                          42,
      38, 9

                        	
                          Inactive

                        	
                          2092062

                        	
                          16-Feb-01

                        	
                          2092062

                        	
                          2-Jul-03

                        	
                          28-Feb-11

                        	
                          F.J.
      Cleveland

                        	
                          PacketVideo

                          Corporation

                        
	
                          001335/JP

                        	
                          Japan

                        	
                          PVPLAYER

                        	
                          9

                        	
                          Inactive

                        	
                          67020/2000

                        	
                          16-Jun-00

                        	
                          067020/2000

                        	
                          9-Mar-01

                        	
                          9-Mar-11

                        	
                          Kohno
      & Co.

                        	
                          PacketVideo

                          Corporation

                        
	
                          001334/JP

                        	
                          Japan

                        	
                          PVAUTHOR

                        	
                          9

                        	
                          Inactive

                        	
                          67016/2000

                        	
                          16-Jun-00

                        	
                          4482029

                        	
                          15-Jun-01

                        	
                          15-Jun-11

                        	
                          Kohno
      & Co.

                        	
                          PacketVideo

                          Corporation

                        
	
                          001341/KR

                        	
                          Korea
      (South)

                        	
                          PVAUTHOR

                        	
                          9

                        	
                          Inactive

                        	
                          2000-24237

                        	
                          22-May-00

                        	
                          501014

                        	
                          11-Sep-01

                        	
                          11-Sep-11

                        	
                          Central
      International Law Firm

                        	
                          PacketVideo

                          Corporation

                        
	
                          001342/KR

                        	
                          Korea
      (South)

                        	
                          PVPLAYER

                        	
                          9

                        	
                          Inactive

                        	
                          2000-24238

                        	
                          22-May-00

                        	
                          501015

                        	
                          11-Sep-01

                        	
                          11-Sep-11

                        	
                          Central
      International Law Firm

                        	
                          PacketVideo

                          Corporation

                        
	
                          001339/KR

                        	
                          Korea
      (South)

                        	
                          PACKETVIDEO

                        	
                          38,
      35, 9, 42

                        	
                          Inactive

                        	
                          2000-2473

                        	
                          22-May-00

                        	
                          4655

                        	
                          6-Feb-02

                        	
                          6-Feb-12

                        	
                          Central
      International Law Firm

                        	
                          PacketVideo

                          Corporation

                        
	
                          010125/KR

                        	
                          Korea
      (South)

                        	
                          PACKETVIDEO
      & Design

                        	
                          38,
      9

                        	
                          Inactive

                        	
                          2001-587

                        	
                          16-Feb-01

                        	
                          4886

                        	
                          11-Mar-02

                        	
                          11-Mar-12

                        	
                          Central
      International Law Firm

                        	
                          PacketVideo

                          Corporation

                        
	
                          053630-012100/JP

                        	
                          Japan

                        	
                          PACKETVIDEO

                        	
                          9

                        	
                          Inactive

                        	
                          76881/2000

                        	
                          11-Jul-00

                        	
                          4638588

                        	
                          24-Jan-03

                        	
                          24-Jan-13

                        	
                          Kohno
      & Co.

                        	
                          PacketVideo

                          Corporation

                        
	
                          053630-013100

                        	
                          Japan

                        	
                          PACKETVIDEO
      & Design

                        	
                          38,
      9

                        	
                          Inactive

                        	
                          12961/2001

                        	
                          16-Feb-01

                        	
                          4650449

                        	
                          7-Mar-03

                        	
                          7-Mar-13

                        	
                          Kohno
      & Co.

                        	
                          PacketVideo

                          Corporation

                        
	
                          053630-013300/JP

                        	
                          Japan

                        	
                          PV
      & Design

                        	
                          9,
      38

                        	
                          Inactive

                        	
                          12972/2001

                        	
                          16-Feb-01

                        	
                          4650450

                        	
                          7-Mar-03

                        	
                          7-Mar-13

                        	
                          Kohno
      & Co.

                        	
                          PacketVideo

                          Corporation

                        


                


                
                  
                     


                  

                  
                    29

                    
                      

                    

                  

                  
                     


                  

                


                Annex
D:  PacketVideo Corporation Patents Applications and Issued
Patents

                 

                PacketVideo
Corp. Status Report Regarding Issued Patents, Pending U.S. Applications
(Provisional and Non-Provisional) and Pending PCT Applications - UPDATED
3123/10

                 

                
                  	
                          Non-Prov.

                          Ser.
      No.

                        	
                          Patent
      No.

                        	
                          Filing
      Dale

                        	
                          Issue

                          Date

                        	
                          Atty.
      Docket No.

                        	
                          Status

                        	
                          Prov.
      Ser. No.

                        	
                          Filing
      Date

                        	
                          Atty.
      Docket No.

                        	
                          Status

                        	
                          Inventor(s)

                        	
                          Conversion

                          Deadline

                        	
                          Title

                        	
                          Atty
      Docket No.

                          (FOREIGN)

                        	
                          National’z

                        	
                          Int’l
      App. No.

                        
	 
      	
                          6,167,092

                        	
                          08/12/99

                        	
                          12/26/00

                        	 
      	 
      	 
      	 
      	
                          MLI-P-99-004

                        	
                          Issued

                        	
                          Lengwehasatit

                        	 
      	
                          METHOD
      AND DEVICE FOR VARIABLE COMPLEXITY DECODING...

                        	 
      	 
      	 
      
	 
      	
                          6,498,865

                        	
                          02/11/99

                        	
                          12/24/02

                        	 
      	 
      	 
      	 
      	
                          MLI-P-99-001

                        	
                          Issued

                        	
                          Brailean
      et al

                        	 
      	
                          METHOD
      AND DEVICE FOR CONTROL AND COMPATIBLE DELIVERY OF DIGITALLY COMPRESSED
      VISIUAL DATA IN A...

                        	 
      	 
      	 
      
	 
      	
                          6,529,552

                        	
                          02/15/00

                        	
                          03/04/03

                        	 
      	 
      	 
      	 
      	
                          MLI-P-99-003

                        	
                          Issued

                        	
                          Tsai
      et al

                        	 
      	
                          METHOD
      AND DEVICE FOR TRNSMISSION OF A VARIABLE BIT-RATE

                        	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                          60/218,096

                        	
                          07/13/00

                        	
                          PVC-P-00-003

                        	
                          Conv’d

                        	
                          Jianglao
      Wen

                        	 
      	
                          ERROR
      RESILIENT ACCESS

                          CONTROL...

                        	 
      	 
      	 
      
	
                          10/155,394

                        	 
      	
                          05/24/02

                        	 
      	
                          PVC-P-01-001

                        	
                          Transf’d

                        	 
      	 
      	 
      	 
      	
                          David
      Kosiba

                        	 
      	
                          METHOD
      FOR GUARANTEED DELIVERY OF MULTIMEDIA CONTENT...

                        	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                          PVC-P-01-002

                        	
                          Aban’d

                        	
                          n/a

                        	 
      	
                          DEVICE
      FOR MOTION

                          COMPENSATED
      VIDEO

                          ENCODING...

                        	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                          60/394,694

                        	
                          07/09/02

                        	
                          PVC-P-01-003

                        	
                          Aban’d

                        	
                          n/a

                        	 
      	
                          METHOD
      AND APPARATUS FOR CONSTANT QUALITY BASED VIDEO RATE
CONTROL

                        	 
      	 
      	 
      
	
                          11/483,036

                        	 
      	
                          07/07/06

                        	 
      	
                          PVC-P-06-006

                        	
                          Pending

                        	
                          60/698,107

                        	
                          07/11/05

                        	
                          PVC-P-05-002

                        	
                          Conv’d

                        	
                          Neff
      et al.

                        	 
      	
                          SYSTEM
      AND METHOD FOR TRANSMITTING DATA

                        	
                          PVC-P-06-006:
      PCT

                        	
                          China,
      EPO, Japan

                        	
                          PCT/US2006/026573

                        
	
                          11/496,220

                        	 
      	
                          08/02/06

                        	 
      	
                          PVC-P-06-007

                        	
                          Allowed

                        	
                          60/719,381

                        	
                          09/22/05

                        	
                          PVC-P-05-003

                        	
                          Conv’d

                        	
                          Chan
      et al.

                        	 
      	
                          A
      SYSTEM AND A METHOD

                          FOR
      TRANSFERRING

                          MULTIPLE
      DATA CHANNELS

                        	
                          PVC-P-06-007:
      PCT

                        	
                          Australia,
      Canada, China, EPO, Japan

                        	
                          PCT/US2006/034536

                        


                   

                   

                   

                   

                  
                    
                      
                      

                    

                    
                      30

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                   

                  	
                          11/581,526

                        	 
      	
                          10/16/06

                        	 
      	
                          PVC-P-06-010

                        	
                          Pending

                        	
                          60/727,911

                        	
                          10/18/05

                        	
                          PVC-P-05-005

                        	
                          Conv’d

                        	
                          Espelien

                        	 
      	
                          SYSTEM
      AND METHOD FOR CONTROLLING AND/OR FOR MANAGING METADATA OF
      MULTIMEDIA

                        	
                          PVC-P-06-010:
      PCT

                        	
                          NONE

                        	
                          PCT/US2006/040320

                        
	
                          11/581,306

                        	 
      	
                          10/16/06

                        	 
      	
                          PVC-P-06-009

                        	
                          Pending

                        	
                          60/736,410

                        	
                          11/14/05

                        	
                          PVC-P-05-006

                        	
                          Conv’d

                        	
                          Espelien

                        	 
      	
                          ACCESSING
      ELECTRONIC PROGRAM GUIDE INFORMATION AND MEDIA CONTENT FROM MULTIPLE
      LOCATIONS USING MOBILE DEVICES

                        	
                          PVC-P-06-009:
      PCT

                        	
                          EPO

                        	
                          PCT/US2006/042409

                        
	
                          11/707,515

                        	 
      	
                          02/16/07

                        	 
      	
                          PVC-P-07-004

                        	
                          Pending

                        	
                          60/786,749

                        	
                          03/28/06

                        	
                          PVC-P-05-007

                        	
                          Conv’d

                        	
                          Espelien

                        	
                          03/28/07

                        	
                          SYSTEM
      AND METHOD FOR TRANSFERRING INFORMATION BETWEEN TERMINALS

                        	
                          PVC-P-07-004:
      PCT

                        	
                          NONE

                        	
                          PCT/US2007/007356

                        
	
                          11/729,689

                        	 
      	
                          03/28/07

                        	 
      	
                          PVC-P-07-005

                        	
                          Pending

                        	
                          60/786,974

                        	
                          03/29/06

                        	
                          PVC-P-05-008

                        	
                          Conv’d

                        	
                          Sherwood
      et al.

                        	
                          03/29/07

                        	
                          SYSTEM
      AND METHOD FOR SECURING CONTENT RATINGS

                        	
                          PVC-P-07-005:
      PCT

                        	
                          NONE

                        	
                          PCT/US2007/007498

                        
	
                          11/704,054

                        	 
      	
                          02/08/07

                        	 
      	
                          PVC-P-06-011

                        	
                          Pending

                        	
                          60/772,161

                        	
                          02/10/06

                        	
                          PVC-P-05-009

                        	
                          Conv’d

                        	
                          Neff

                        	
                          02/10/07

                        	
                          SYSTEM
      AND METHOD FOR CONNECTING MOBILE DEVICES

                        	
                          PVC-P-06-011:
      PCT

                        	
                          EPO

                        	
                          PCT/US2007/003436

                        
	
                          11/807,865

                        	 
      	
                          05/30/07

                        	 
      	
                          PVC-P-07-008

                        	
                          Pending

                        	
                          60/836,828

                        	
                          08/10/06

                        	
                          PVC-P-06-001

                        	
                          Conv’d

                        	
                          Yitiz

                        	
                          08/10/07

                        	
                          SYSTEM
      AND METHOD FOR INTELLIGENT MEDIA RECORDING AND PLAYBACK ON A MOBILE
      DEVICE

                        	
                          PVC-P-07-008:
      PCT

                        	
                          NONE

                        	
                          PCT/US2007/020574

                        
	
                          11/706,785

                        	
                          7493106

                        	
                          02/14/07

                        	
                          02/17/09

                        	
                          PVC-P-07-001

                        	
                          Issued

                        	
                          60/783,282

                        	
                          03/17/06

                        	
                          PVC-P-06-002

                        	
                          Conv’d

                        	
                          Espelien

                        	
                          03/17/07

                        	
                          SYSTEM
      AND METHOD FOR DELIVERING MEDIA CONTENT BASED ON A CONTENT
      SUBSCRIPTION

                        	
                          PVC-P-07-001:
      PCT

                        	
                          NONE

                        	
                          PCT/US2007/006602

                        
	
                          11/706,480

                        	 
      	
                          02/15/07

                        	 
      	
                          PVC
      P-07-002

                        	
                          Pending

                        	
                          60/786,221

                        	
                          03/27/06

                        	
                          PVC-P-06-003

                        	
                          Conv’d

                        	
                          Espelien

                        	
                          03/27/07

                        	
                          SYSTEM
      AND METHOD FOR IDENTIFYING COMMON MEDIA CONTENT

                        	
                          PVC-P-07-002:
      PCT

                        	
                          NONE

                        	
                          PCT/US2007/007324

                        
	
                          11/706,481

                        	 
      	
                          02/15/07

                        	 
      	
                          PVC-P-07-003

                        	
                          Aban'd

                        	
                          60/786,222

                        	
                          03/27/06

                        	
                          PVC-P-06-004

                        	
                          Conv’d

                        	
                          Espelien

                        	
                          03/27/07

                        	
                          SYSTEM
      AND METHOD FOR ACCESSING ELECTRONIC PROGRAM GUIDE
    INFORMATION

                        	
                          PVC-P-07-003:
      PCT

                        	
                          EPO

                          (Aban’d)

                        	
                          PCT/US2007/007345

                        
	
                          11/890,745

                        	 
      	
                          08/07/07

                        	 
      	
                          PVC-P-07-009

                        	
                          Pending

                        	
                          60/837,370

                        	
                          08/11/06

                        	
                          PVC-P-06-005

                        	
                          Conv’d

                        	
                          Sherwood

                        	
                          08/07/07

                        	
                          SYSTEM
      AND METHOD FOR TRANSMITTING AND RECEIVING MULTIMEDIA

                        	
                          PVC-P-07-009:
      PCT

                        	
                          NONE

                        	
                          PCT/US2007/017554

                        


                   

                   

                   

                   

                  
                    
                      
                      

                    

                    
                      31

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                   

                  	
                          11/973,477

                        	 
      	
                          10/09/07

                        	 
      	
                          PVC-P7-014

                        	
                          Pending

                        	
                          60/851,355

                        	
                          10/12/06

                        	
                          PVC-P-06-008

                        	
                          Conv’d

                        	
                          Espelien

                        	
                          10/09/07

                        	
                          SYSTEM
      AND METHOD FOR CREATING MULTIMEDIA RENDEZVOUS POINTS FOR MOBILE
      DEVICES

                        	
                          PVC-P-07-014:PCT

                        	
                          NONE

                        	
                          PCT/US2007/021516

                        
	
                          12/315,667

                        	 
      	
                          12/05/08

                        	 
      	
                          PVC-P-08-0088-

                        	
                          Pending

                        	
                          61/007,343

                        	
                          12/12/07

                        	
                          PVC-P-07-006

                        	
                          Conv’d

                        	
                          Crossley
      et al

                        	
                          12/12/08

                        	
                          SYSTEM
      AND METHOD FOR CREATING METADATA

                        	
                          PVC-P-08-008:PCT

                        	
                          06/12/10

                        	
                          PCT/US2008/013382

                        
	
                          12/315,536

                        	 
      	
                          12/04/08

                        	 
      	
                          PVC-P-08-009

                        	
                          Pending

                        	
                          61/007,408

                        	
                          12/12/07

                        	
                          PVC-P-07-007

                        	
                          Conv’d

                        	
                          Jenkins
      et al.

                        	
                          12/12/08

                        	
                          SYSTEM
      AND METHOD FOR GENERATING A RECOMMENDA-TION ON A MOBILE
    DEVICE

                        	
                          PVC-P-08-009:PCT

                        	
                          06/12/10

                        	
                          PCT/US2009/013347

                        
	
                          12/283,087

                        	 
      	
                          08/20/08

                        	 
      	
                          PVC-P-08-005

                        	
                          Pending

                        	
                          60/993,393

                        	
                          09/11/07

                        	
                          PVC-P-07-012

                        	
                          Conv’d

                        	
                          Espelien

                        	
                          09/11/08

                        	
                          SYSTEM
      AND METHOD FOR VIRTUAL STORAGE FOR MEDIA SERVICE ON A PORTABLE
      DEVICE

                        	
                          PVC-P-08-005:PCT

                        	
                          EPO

                        	
                          PCT/US2008/010514

                        
	
                          12/228,475

                        	 
      	
                          08/13/08

                        	 
      	
                          PVC-P-08-004

                        	
                          Pending

                        	
                          60/965,721

                        	
                          08/21/07

                        	
                          PVC-P-07-013

                        	
                          Conv’d

                        	
                          Espelien

                        	
                          08/21/08

                        	
                          MOBILE
      MEDIA ROUTER AND METHOD FOR USING SAME

                        	
                          PVC-P-08-004-PCT

                        	
                          EPO,
      Japan

                        	
                          PCT/US2008/009678

                        
	 
      	 
      	 
      	 
      	 
      	 
      	
                          29/307,342

                        	
                          04/15/08

                        	
                          PVC-P-08-001

                        	
                          Reg
      in

                          EU,

                          Pending

                          US

                        	
                          Wilkens
      et al.

                        	
                          N/A
      (DESIGN)

                        	
                          TELEVISION
      RECEIVER FOR MOBILE TELEPHONE

                        	
                          PVC-P-08-001:EU

                        	
                          EU

                        	
                          Reg.
      No. 000946934-0001

                        
	
                          12/381,052

                        	 
      	
                          03/06/09

                        	 
      	
                          PVC-P-09-002

                        	
                          Pending

                        	
                          61/069,053

                        	
                          03/12/08

                        	
                          PVC-P-08-002

                        	
                          Conv’d

                        	
                          Neff
      et al.

                        	
                          03/12/09

                        	
                          SYSTEM
      AND METHOD FOR REFORMATTING MULTMEDIA

                        	
                          PVC-P-09-002:PCT

                        	
                          Taiwan

                        	
                          PCT/US2009/001476

                        
	
                          12/383,870

                        	 
      	
                          03/30/09

                        	 
      	
                          PVC-P-09-003

                        	
                          Pending

                        	
                          61/072,426

                        	
                          03/31/08

                        	
                          PVC-P-08-003

                        	
                          Conv’d

                        	
                          Schwartz
      et al.

                        	
                          03/31/09

                        	
                          SYSTEM
      AND METHOD FOR MANAGING CONTROLLING AND/OR RENDERING MEDIA IN A
      NETWORK

                        	
                          PVC-P-09-003:PCT

                        	
                          Taiwan

                        	
                          PCT/US2009/001964

                        
	
                          12/284,948

                        	 
      	
                          09/26/08

                        	 
      	
                          PVC-P-08-006

                        	
                          Pending

                        	
                          60/993,393

                        	
                          09/26/07

                        	
                          PVC-P-07-010

                        	
                          Conv’d

                        	
                          Al
      Shaykh et al.

                        	
                          09/26/08

                        	
                          SYSTEM
      AND METHOD FOR RECEIVING BROADCAST MULTIMEDIA ON A MOBILE
      DEVICE

                        	
                          PVC-P-08-006:PCT

                        	
                          EPO,
      China, Japan, Taiwan

                        	
                          PCT/US2008/011152

                        
	
                          12/287,442

                        	 
      	
                          10/29/08

                        	 
      	
                          PVC-P-08-007

                        	
                          Pending

                        	 
      	 
      	 
      	 
      	
                          Gran
      et al.

                        	 
      	
                          SYSTEM
      AND METHOD FOR CONTROLLING MEDIA RENDERING IN A NETWORK USING A MOBILE
      DEVICE

                        	
                          PVC-P-08-007:PCT

                        	
                          04/09/11

                        	
                          PCT/US2008/012280

                        


                   

                   

                   

                   

                  
                    
                      
                      

                    

                    
                      32

                      
                        

                      

                    

                    
                      
                      

                    

                  

                   

                   

                  	
                          12/592,838

                        	 
      	
                          12/03/09

                        	 
      	
                          PVC-P-09-006

                        	
                          Pending

                        	
                          61/200,801

                        	
                          12/10/08

                        	
                          PVC-P-08-010

                        	
                          Pending

                        	
                          Schwartz
      et al.

                        	
                          12/10/09

                        	
                          SYSTEM
      AND METHOD FOR BROWSING, SELECTING AND/OR CONTROLLING RENDERING OF MEDIA
      WITH A MOBILE DEVICE

                        	
                          PVC-P-09-006:PCT

                        	
                          06/04/11

                        	
                          PCT/US2009/006339

                        
	
                          12/658,470

                        	 
      	
                          02/09/10

                        	 
      	
                          PVC-P-09-009

                        	
                          Pending

                        	
                          61/207,381

                        	
                          02/11/09

                        	
                          PVC-P-09-001

                        	
                          Pending

                        	
                          Luessi
      et al.

                        	
                          02/11/10

                        	
                          SYSTEM
      AND METHOD FOR FRAME INTEROLATION FOR A COMPRESSED VIDEO
      BITSTREAM

                        	
                          PVC-P-09-009:PCT

                        	
                          08/11/12

                        	
                          PCT/US2010/00353

                        
	
                          12/459,090

                        	 
      	
                          06/26/09

                        	 
      	
                          PVC-P-09-004

                        	
                          Pending

                        	 
      	 
      	 
      	 
      	
                          Al
      Shaykh et al.

                        	 
      	
                          SYSTEM
      AND METHOD FOR MANAGING AND/OR RENDERING INTERNET MULTIMEDIA CONTENT IN A
      NETWORK

                        	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                          61/275,950

                        	
                          09/04/09

                        	
                          PVC-P-09-005

                        	
                          Pending

                        	
                          Schwartz
      et al.

                        	
                          09/04/10

                        	
                          SYSTEM
      AND METHOD FOR MANAGING INTERNET MEDIA CONTENT

                        	 
      	 
      	 
      
	
                          12/590,972

                        	 
      	
                          11/17/09

                        	 
      	
                          PVC-P-09-007

                        	
                          Pending

                        	 
      	 
      	 
      	
                          Con’t
      of

                          06-007

                        	
                          Chan
      et al.

                        	 
      	
                          A
      SYSTEM AND A METHOD FOR TRANSFERRING MULTIPLE DATA
CHANNELS

                        	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	
                          61/283,423

                        	
                          12/03/09

                        	
                          PVC-P-09-008

                        	
                          Pending

                        	
                          Al-Shaykh
      et al

                        	
                          12/03/10

                        	
                          SYSTEM
      AND METHOD FOR TRANSFERRING MEDIA CONTENT FROM A MOBILE DEVICE TO A HOME
      NETWORK

                        	 
      	 
      	 
      
	
                          12/657,802

                        	 
      	
                          01/28/10

                        	 
      	
                          PVC-P-09-010

                        	
                          Pending

                        	 
      	 
      	 
      	 
      	
                          Mundy
      et al.

                        	 
      	
                          SYSTEM
      AND METHOD FOR REQUESTING RETRIEVING AND/OR ASSOCIATING CONTACT
      IMAGES

                        	 
      	 
      	 
      


                

                



                
                  
                     


                  

                  
                    33

                    
                      

                    

                  

                  
                     


                  

                


                Schedule
4.15

                


                Claims and
Proceedings

                


                
                  	
                          1.  

                        	
                          On
      September 16, 2008, a putative class action lawsuit, captioned “Sandra
      Lifschitz, On Behalf of Herself and All Others Similarly Situated,
      Plaintiff, v. NextWave Wireless Inc., Allen Salmasi, George C. Alex and
      Frank Cassou, Defendants,” was filed in the U.S. District Court for the
      Southern District of California against Parent and certain of Parent’s
      officers. The suit alleges that the defendants made false and misleading
      statements and/or omissions in violation of Sections 10(b) and 20(a) of
      the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
      Rule 10b-5 promulgated thereunder. The suit seeks unspecified damages,
      interest, costs, attorneys’ fees, and injunctive, equitable or other
      relief on behalf of a purported class of purchasers of our common stock
      during the period from March 30, 2007 to August 7, 2008. A second putative
      class action lawsuit captioned “Benjamin et al. v. NextWave Wireless Inc.
      et al.” was filed on October 21, 2008 alleging the same claims on behalf
      of purchasers of Parent’s common stock during an extended class period,
      from November 27, 2006 through August 7, 2008. On February 24, 2009, the
      Court issued an Order consolidating the two cases and appointing a lead
      plaintiff pursuant to the Private Securities Litigation Reform Act. On May
      15, 2009, the lead plaintiff filed an Amended Complaint, and on June 29,
      2009, Parent filed a Motion to Dismiss that Amended Complaint. On March 5,
      2010, the Court Granted Parent’s Motion to Dismiss without prejudice and
      permitted the lead plaintiff 21 days from the date of the Order to file an
      Amended Complaint.  On March 26, 2010, lead plaintiff filed a
      Second Amended Consolidated Complaint. On April 30, 2010, NextWave filed
      a Motion to Dismiss the Second Amended Consolidated Complaint.
      .

                        


                

                 

                
                  	
                          2.  

                        	
                          On
      September 28, 2008, the Parent’s wholly-owned subsidiary, GO Networks,
      Inc. (the “Applicant”), submitted an application pursuant to Chapter 12 of
      the Israeli Companies Ordinance, 1983-5743 (the “Israeli Companies
      Ordinance”) with the Tel Aviv District Court (the "Court") requesting the
      appointment of a permanent liquidator for the purpose of effecting a
      court-supervised liquidation of GO Networks Ltd.  On January 14,
      2009, the court issued an order for the permanent liquidation of GO
      Networks Ltd and appointed Shaul Kotler as the interim
      liquidator.  On February 24, 2009, the Applicant sold its
      intellectual property and customer contracts, along with the obligation to
      provide warranty support, to the same buyer who purchased the GO Networks
      Ltd assets from the GO Networks Ltd
liquidation.

                        


                

                 

                
                  	
                          3.  

                        	
                          On
      September 8, 2008, the Financial Industry Regulatory Authority (FINRA)
      issued a letter requesting information from the Parent in connection with
      its second quarter financial report and subsequent drop in its stock
      price.  On February 25, 2009, FINRA concluded its investigation
      and referred the matter to the Securities and Exchange Commission (the
      “SEC”).  On August 20, 2009, the SEC issued a records subpoena
      to Parent’s Custodian of Records, and on October 23, 2009, Parent
      completed its response to the SEC.  No further requests have
      been received at this time.

                        


                

                 


                
                  
                    
                    

                     


                  

                  
                    
                    

                    
                      

                    

                  

                  
                     


                  

                


                 

                FCC Litigation/Adverse
Facts

                


                Please
refer to the FCC Litigation/Adverse Facts portion of Schedule 4.13 which is
incorporated by reference

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 


                
                  
                    
                       

                    

                     


                  

                  
                    
                    

                    
                      

                    

                  

                  
                     


                  

                


                Schedule
4.18

                


                Affiliate
Transactions

                


                The
Company’s Form 10-K filed on April 2, 2010 and the Company’s Form 10-Q filed on
May 18, 2010 are incorporated herein by reference.

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 


                
                  
                    
                    

                     


                  

                  
                    
                    

                    
                      

                    

                  

                  
                     


                  

                


                Schedule
4.21

                


                Qualified Plans and
Multiemployer Plans

                


                1.           NextWave
Broadband, Inc. 401(k) Retirement and Savings Plan.

                


                2.           NextWave
Broadband, Inc. Welfare Benefits Plan.

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 


                
                  
                    
                       

                    

                     


                  

                  
                    
                    

                    
                      

                    

                  

                  
                     


                  

                


                Schedule
4.22

                


                Certain
Fees

                


                
                  	
                          1.  

                        	
                          The
      Company has engaged Moelis & Company LLC (“Moelis”) pursuant to an
      engagement letter dated December 28, 2009 to act as the Company’s
      financial advisor to, among other things, restructure its outstanding
      financial obligations, including the Notes.  Moelis’ fees for
      such engagement are set forth in the engagement
  letter.

                        


                

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 


                
                  
                    
                    

                     


                  

                  
                    
                    

                    
                      

                    

                  

                  
                     


                  

                


                Schedule
4.23

                


                Environmental
Matters

                


                None.

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 

                 


                
                  
                    
                       

                    

                     


                  

                  
                    
                    

                    
                      

                    

                  

                  
                     


                  

                


                Schedule
4.26

                


                Indebtedness

                


                Long
Term Obligations

                
                  	
                          (in
      thousands)

                        	 	 	 	 	 	 
	 
      	 	
                          April
      3, 2010

                        	 	 	
                          January
      2, 2010

                        	 
	 
      	 	 	 	 	 	 
	
                          15%
      Senior Secured Notes due July 2011, net of unamortized discounts of $8,307
      and $6,177 at April 3, 2010 and January 2, 2010,
    respectively

                        	 	$	170,051	 	 	$	162,076	 
	 	 	 	 	 	 	 	 	 
	
                          15%
      Senior-Subordinated Secured Second Lien Notes due November 2011, net of
      unamortized discounts of $14,016 and $13,182 at April 3, 2010 and January
      2, 2010, respectively

                        	 	 	135,431	 	 	 	127,573	 
	 	 	 	 	 	 	 	 	 
	
                          12%
      Third Lien Subordinated Secured Convertible Notes due December 2011, net
      of unamortized discounts of $164,623 and $134,230 at April 3, 2010 and
      January 2, 2010, respectively

                        	 	 	383,843	 	 	 	389,869	 
	 	 	 	 	 	 	 	 	 
	
                          Wireless
      spectrum leases, net of unamortized discounts of $15,973 and $16,556 at
      April 3, 2010 and January 2, 2010, respectively; expiring from 2011
      through 2036 with one to five renewal options ranging from 10 to 15 years
      each

                        	 	 	22,673	 	 	 	25,768	 
	 	 	 	 	 	 	 	 	 
	
                          Collateralized
      non-recourse bank loan with interest at 30-day LIBOR plus 0.25%; principal
      and interest due upon sale of auction rate securities; secured by auction
      rate securities

                        	 	 	21,376	 	 	 	21,406	 
	 	 	 	 	 	 	 	 	 
	
                          Other

                        	 	 	1,523	 	 	 	1,412	 
	 	 	 	 	 	 	 	 	 
	
                               Long-term
      obligations

                        	 	 	734,897	 	 	 	728,104	 
	 	 	 	 	 	 	 	 	 
	
                               Less
      current portion

                        	 	 	(86,222	)	 	 	(86,154	)
	 	 	 	 	 	 	 	 	 
	
                                    Long-term
      portion

                        	 	$	648,675	 	 	$	641,950	 


                

                 

                 

                 

                
 


                
                  
                    
                    

                     


                  

                  
                    
                    

                    
                      

                    

                  

                  
                     


                  

                


                Schedule
4.32

                 

                
                  Subsidiary
Rights

                

                


                 

                
                  	
                          1.  

                        	
                          Pursuant
      to the Stockholder’s Agreement with Docomo, PacketVideo Corporation is
      restricted from paying dividends to NextWave without consent of NTT
      DoCoMo, Inc.