exv10w13






Exhibit 10.13




CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.




FORNet Master Services Agreement




Between




NEXTEL OPERATIONS, INC.




And




NEXTG NETWORKS, INC.




SPRINT/NextG Confidential and Proprietary






 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed
with the Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




 









 










CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.




Table of Contents




	 	 	 	 	 
	RECITALS:
	 	 	4	 
	 
	ARTICLE I: DEFINITIONS
	 	 	4	 
	 
	ARTICLE II: GENERAL
	 	 	7	 
	 
	ARTICLE III: FEES
	 	 	8	 
	 
	ARTICLE IV: PAYMENT
	 	 	9	 
	 
	ARTICLE V: TERM
	 	 	9	 
	 
	ARTICLE VI: [***]
	 	 	10	 
	 
	ARTICLE VII: FORNET SYSTEM CONNECTION
	 	 	11	 
	 
	ARTICLE VIII: TESTING AND ACCEPTANCE OF FORNET SYSTEMS
	 	 	12	 
	 
	ARTICLE IX: MAINTENANCE AND REPAIR
	 	 	13	 
	 
	ARTICLE XI: ACCESS TO THE HUBS
	 	 	16	 
	 
	ARTICLE XII: INTERFERENCE
	 	 	16	 
	 
	ARTICLE XIII: INDEMNIFICATION
	 	 	17	 
	 
	ARTICLE XIV: LIMITATION OF LIABILITY
	 	 	18	 
	 
	ARTICLE XV: SERVICE INTERRUPTION
	 	 	19	 
	 
	ARTICLE XVI: SUBLICENSING
	 	 	19	 
	 
	ARTICLE XVII: WAIVER OF OPERATOR’S LIEN
	 	 	19	 
	 
	ARTICLE XVIII: INSURANCE
	 	 	20	 
	 
	ARTICLE XX: DISCLAIMER OF WARRANTIES
	 	 	23	 
	 
	ARTICLE XXI: NOTICE
	 	 	24	 
	 
	ARTICLE XXII: CONFIDENTIALITY
	 	 	24	 






	 	 	 
	FORNet Master Services Agreement
	 	 
	SPRINT-NextG

	 	Confidential and Proprietary








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




2









 










CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.




	 	 	 	 	 
	ARTICLE XXIII: DEFAULT
	 	 	25	 
	 
	ARTICLE XXIV: FORCE MAJEURE
	 	 	26	 
	 
	ARTICLE XXV: DISPUTE RESOLUTION
	 	 	27	 
	 
	ARTICLE XXVI: RULES OF CONSTRUCTION
	 	 	28	 
	 
	ARTICLE XXVII: ASSIGNMENT
	 	 	30	 
	 
	ARTICLE XXVIII: ENVIRONMENTAL LAWS
	 	 	31	 
	 
	ARTICLE XXIX: CASUALTY OR CONDEMNATION
	 	 	32	 
	 
	ARTICLE XXX: ENTIRE AGREEMENT; AMENDMENT; EXECUTION
	 	 	33	 
	 
	EXHIBIT A: FORNET LICENSE AGREEMENT
	 	 	37	 
	 
	[SPECIFIC TO EACH FORNET LICENSE]EXHIBIT B: FORNET
SYSTEM ACCEPTANCE CRITERIA AND TESTING
PROCEDURES
	 	 	43	 
	 
	EXHIBIT B: FORNET SYSTEM ACCEPTANCE CRITERIA AND
TESTING PROCEDURES
	 	 	44	 
	 
	[SPECIFIC TO EACH FORNET LICENSE]
	 	 	45	 
	 
	EXHIBIT C: NETWORK POLICIES AND PROCEDURES
	 	 	46	 
	 
	EXHIBIT D: [***]
	 	 	47	 
	 
	EXHIBIT E: INVOICING PROCEDURES
	 	 	48	 






	 	 	 
	FORNet Master Services Agreement
	 	 
	SPRINT-NextG

	 	Confidential and Proprietary








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




3









 










CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.



THIS FORNet MASTER SERVICES AGREEMENT (this “Agreement”) is made, as of the Effective Date
(hereafter defined) by and between NEXTEL OPERATIONS, INC., a Delaware corporation, for its own
benefit and for the benefit of the Affiliates that participate in this Agreement by the execution
of FORNet Licenses (each individually hereinafter referred to as “SPRINT”) and NEXTG NETWORKS, INC.
a Delaware corporation, for its own benefit and for the benefit of its wholly owned subsidiaries
that participate in this Agreement by the execution of FORNet Licenses (“OPERATOR”).




RECITALS:





	A.	 	SPRINT has retained OPERATOR, on a non-exclusive basis, for the purpose of integrating
SPRINT’s FORNet Systems (as defined in Article I below) into OPERATOR’s fiber optic
communications networks used for FORNet Systems; and
	 
	B.	 	SPRINT desires to receive from OPERATOR, and OPERATOR desires to grant to SPRINT, [***] in
each of OPERATOR’s networks supporting FORNet Systems to facilitate the installation and
operation of SPRINT’s FORNet Systems, upon and subject to the terms and conditions contained
in this Agreement.




In consideration of the mutual promises contained in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, OPERATOR and SPRINT
agree as follows:




Article I: DEFINITIONS 





	1.1.	 	Terminology. Unless otherwise defined, the terms and phrases in the body of this
Agreement shall have the following meanings:
	 
	a.	 	“Acceptance Date” shall have the meaning ascribed to it in Article VIII, Section 8.2
herein.
	 
	b.	 	“Affiliate” means any entity directly or indirectly controlled by, controlling or under
common control with SPRINT or OPERATOR or any party which aquires all or substantially all
of the assets of SPRINT or OPERATOR. The term Affiliate specifically includes, but is not
limited to, NEXTEL SOUTH CORP., a Georgia corporation, NEXTEL WEST CORP., a Delaware
corporation, NEXTEL OF CALIFORNIA, INC., a Delaware corporation, NEXTEL COMMUNICATIONS OF
THE MID-ATLANTIC, INC., a Delaware corporation, NEXTEL OF NEW YORK, INC., a Delaware
corporation, and NEXTEL OF TEXAS, INC., a Delaware corporation, SPRINT SPECTRUM L.P., a





	 	 	 
	FORNet Master Services Agreement
	 	 
	SPRINT-NextG

	 	Confidential and Proprietary








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




4









 










CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.





	 	 	Delaware limited partnership, SPRINTCOM, INC., a Kansas Corporation, APC REALTY AND
EQUIPMENT COMPANY, LLC a Delaware limited liability company, AMERICAN PCS COMMUNICATIONS, a
Delaware limited liability company, SPRINT PCS ASSETS, L.L.C., a Delaware limited liability
company, SPRINT TELEPHONY PCS, L.P., a Delaware limited partnership.
	 
	c.	 	“FORNet Equipment” refers to the FORNet Hub Equipment, FORNet Remote Nodes and such other
ancillary items of equipment as are necessary to the proper operation thereof.
	 
	d.	 	“Effective Date” means the date the last Party executes and delivers this Agreement back
to the other Party.
	 
	e.	 	“Force Majeure Event” shall have the meaning ascribed to it in Article XXIV herein.
	 
	f.	 	“FORNet Fibers” means the [***] single mode fiber optic cable connecting each FORNet
Remote Node to the FORNet Hub Equipment and dedicated by OPERATOR for SPRINT’s sole and
exclusive use. [***].
	 
	g.	 	“FORNet Hub Equipment” refers to those dedicated facilities and the equipment located in
the Hub, specified in Attachment A-1, attached to Exhibit A, owned operated and maintained
by SPRINT and used by SPRINT for the processing of its signal into its radio frequencies and
conversion of such frequencies into and from optical carriers for transport through the
Network to and from each FORNet Remote Node and throughout each FORNet System.
	 
	h.	 	“FORNet Hub and Remote Node Installation Standards” means the general standards governing
the construction, installation, deployment and provisioning of each FORNet System, as may be
more fully detailed, from time to time, in the FORNet Installation Standards document and
the Scope of Work, both of which will be made available on a per project basis in advance of
the date of execution of the applicable FORNet License.
	 
	i.	 	“FORNet License” means the completed form attached hereto as Exhibit A, incorporated
herein by reference, setting forth the specific terms and conditions, as approved by SPRINT
and OPERATOR, relating to the implementation of each FORNet System, including any expansions
thereof and the payment of all amounts relating thereto.
	 
	j.	 	“FORNet License Term” shall have the meaning ascribed to it in Article V, Section 5.2.
	 
	k.	 	“FORNet Remote Node” means the dedicated installations and equipment located on private,
local utility or municipally owned plant facilities, specified in Exhibit A, Attachment A-3,
owned, operated and maintained by SPRINT (or maintained by OPERATOR on behalf of SPRINT, in
accordance with Article II, Section 2.4) and used by SPRINT for the processing of its signal
from and into optical carriers for transmission and reception through its Network for
transport to and from the FORNet Hub Equipment and throughout each FORNet System.
	 
	l.	 	“FORNet System” is a designed and engineered distributed fiber optic repeater network
comprised of communications facilities including, but not limited to, the FORNet Fibers,
FORNet Remote Nodes and the FORNet Hub Equipment, controlled and operated by





	 	 	 
	FORNet Master Services Agreement
	 	 
	SPRINT-NextG

	 	Confidential and Proprietary








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




5









 










CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.





	 	 	SPRINT pursuant to the terms of this Agreement for the purpose of providing wireless
communications services to SPRINT’s customers.
	 
	m.	 	“FORNet System Acceptance Criteria and Testing Procedures” refers to the Acceptance
Criteria and Testing Procedures attached hereto as Exhibit B, and incorporated herein by
reference.
	 
	n.	 	“FORNet System Operations Standards” means the general standards governing the operation
of each FORNet System. Such standards are encompassed in the Scope of Work (see Attachment
1 of the FORNet Design and Installation Agreement and the FORNet Installation Standards
document, which will be made available on a per project basis in advance of the date of
execution of the applicable FORNet License.
	 
	o.	 	 “FORNet System Completion Notice” means the completed form attached hereto as Attachment
B-1, to Exhibit B, incorporated herein by reference.
	 
	p.	 	“Hazardous Substance” shall be as defined in Article XXVIII, Section 28.1.
	 
	q.	 	“Hub” means those facilities and locations identified in each FORNet License, owned,
leased, subleased, licensed or sublicensed by OPERATOR or SPRINT for purposes of the
installation, operation and maintenance of the Network Equipment and the FORNet Hub
Equipment.
	 
	r.	 	“Initial Term” shall have the meaning ascribed to it in Article V, Section 5.1.
	 
	s.	 	“Monthly License Fee” shall have the meaning ascribed to it in Article III herein.
	 
	t.	 	“Network” is a designed and engineered communications system comprised of fiber optic
(including without limitation the FORNet Fibers) and other communications facilities,
whether owned, leased or licensed or to be built by or on behalf of OPERATOR, but in all
cases controlled, maintained and operated solely by OPERATOR, in connection with the
provision of connectivity and optical signal transport via the FORNet Fibers between each
FORNet Remote Node and the affiliated FORNet Hub Equipment, together with any and all
facilities necessary to the proper operation of each FORNet System for the purposes
contemplated under this Agreement.
	 
	u.	 	“Network Equipment” refers to those dedicated facilities, equipment and fiber optic
cables, specified in Exhibit A, Attachment A-2, that are located in the Hub and deployed
throughout the Network that are owned, leased, or licensed and operated and maintained by
OPERATOR, through which OPERATOR shall provide a radio frequency and optical interface
between the FORNet Hub Equipment and the FORNet Remote Nodes for purposes of processing and
converting SPRINT’s signal into and from optical carriers for transport through the Network
to and from each FORNet System.
	 
	v.	 	“Network Improvements” means any necessary or desirable upgrades, equipment replacements
and other improvements to the OPERATOR’s Network.
	 
	w.	 	“Network Policies and Procedures” are those policies and procedures established by SPRINT
and agreed to by OPERATOR, as set forth in Exhibit C, incorporated herein by reference.





	 	 	 
	FORNet Master Services Agreement
	 	 
	SPRINT-NextG

	 	Confidential and Proprietary








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




6









 










CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.





	x.	 	“Network Services” refers to: (i) the provisioning of connectivity for and the
conversion of SPRINT’s signal contained in its radio frequencies into and from optical
carriers for transport through the Network to and from each FORNet Remote Node and
throughout each FORNet System; (ii) maintenance of the Network and the FORNet Fibers; and
(iii) monitoring of the Network, FORNet Fibers and the FORNet Remote Nodes via OPERATOR’s
network operations center (NOC) in a manner prescribed in the Service Level Agreement (as
defined below); the monitoring system should be able to demonstrate, via real data in
report format, that the FORNet Fibers throughout the FORNet System have been properly
installed and are operating in conformity with the Acceptance Criteria, in accordance with
the terms and conditions of the Service Level Agreement.
	 
	y.	 	“Network Service Level Agreement” shall mean the specific terms and conditions as set
forth in Exhibit D attached hereto, pursuant to which SPRINT and OPERATOR shall measure and
issue reports and findings regarding the performance of the Network for [***].
	 
	z.	 	“Renewal Terms” shall have the meaning ascribed to it in Article V, Section 5.3.
	 
	aa.	 	“Services” refers to Network Services as the context may require.
	 
	bb.	 	“Service Affecting Condition” is as specified in Exhibit D.
	 
	cc.	 	“Service Interruption” is an “Outage” as defined in Exhibit D.
	 
	dd.	 	“Term” shall have the meaning ascribed to it in Article V, Section 5.1 herein.
	 
	ee.	 	“Underlying Rights” means all right-of-way agreements, franchise agreements, leases,
licenses, easements, fee interests, agreements, permits, authorizations and approvals that
are necessary for the deployment through, attachment to and traversing of any and all
conduit, ducts, roads, sidewalks, bridges, river crossings, poles, transmission towers or
other physical plant for the purposes of deploying, operating and maintaining the Network,
by OPERATOR, or the FORNet System by SPRINT. Redacted copies of Underlying Rights relating
to each FORNet System shall be attached to each FORNet License as Exhibit A, Attachment A-4.





Article II: GENERAL 





	2.1.	 	FORNet License. Subject to the terms and conditions of this Agreement, OPERATOR
agrees to connect and integrate each FORNet System into each Network, as requested by SPRINT
pursuant to each FORNet License submitted by SPRINT to OPERATOR from time to time hereunder.
OPERATOR shall also monitor and maintain its fiber and equipment in each FORNet System. A
sample FORNet License form is attached hereto as Exhibit A. Each FORNet License submitted by
SPRINT, when accepted by OPERATOR, shall be incorporated into and become part of this
Agreement. Except as specified in an accepted FORNet License, OPERATOR is not responsible to
provide any





	 	 	 
	FORNet Master Services Agreement
	 	 
	SPRINT-NextG

	 	Confidential and Proprietary








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




7









 










CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.





	 	 	network equipment or other equipment or software that enables SPRINT to utilize the
Network.
	 
	2.2.	 	FORNet System Standards. OPERATOR agrees to operate the FORNet System according to
the FORNet System Standards, which are defined in Exhibit B, attached herein, and in the
FORNet Installation Standards document, which will be supplied on a per project basis in
advance of the date of execution of the applicable FORNet License.
	 
	2.3.	 	Network Policies and Procedures. SPRINT agrees to comply with OPERATOR’s Network
Policies and Procedures, which will be supplied on a per project basis in advance of the date
of execution of the applicable FORNet License.
	 
	2.4	 	Equipment Maintenance. [***]
	 
	2.5	 	California Regulatory Statement. California Public Utilities Commission Compliance
Statements and Filing Procedure. The following statements are required by rules and
regulations of the California Public Utilities Commission (the “Commission”) for any
FORNet System to be located in California:






“This contract shall not become effective until authorization of the
Public Utilities Commission of the State of California is first obtained.”
“This contract shall at all times be subject to such changes or
modifications by the Public Utilities Commission of the State of
California as said Commission may, from time to time, direct in the
exercise of its jurisdiction.”




	 	 	OPERATOR will file a copy of the applicable FORNet License with the Commission within ten
(10) days of the Effective Date and provide written evidence to SPRINT of this timely
filing. Per applicable Commission rules and procedures, the applicable FORNet License will
be deemed approved by the Commission and become automatically effective 14 days following
filing with the Commission unless the Commission objects during such 14-day comment period.





Article III: FEES 





	3.1.	 	Payment of Monthly License Fee. As consideration for the provision of the Network
Services facilitating SPRINT’s access to and use of each Network, SPRINT shall pay OPERATOR
the aggregate Monthly License Fee for the total number of FORNet Remote Nodes in each FORNet
System connected to each Network. Payment of Monthly License Fees shall be due and payable to
OPERATOR, in pro-rata amount, on the first calendar day of the month immediately following the
Acceptance Date, and thereafter in advance on the first calendar day of each month thereafter
until expiration [***] of each applicable FORNet License Term and any Renewal. Late payments
shall be subject to interest at the rate of [***]/month from the due date until the date
payment is received.





	 	 	 
	FORNet Master Services Agreement
	 	 
	SPRINT-NextG

	 	Confidential and Proprietary








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




8









 










CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.





	 	 	On each anniversary of the Acceptance Date of each FORNet System during the License Term
and any renewals or extensions thereof, the applicable Monthly License Fee shall increase
by [***].
	 
	3.2.	 	Calculation of Monthly License Fee. Each FORNet License shall specify an approximate
number of FORNet Remote Nodes to be deployed in each FORNet System; the actual number of
FORNet Remote Nodes used in determining the total Monthly License Fees payable by SPRINT will
be finalized when each FORNet System has met the Acceptance Criteria, and will be adjusted as
necessary as additional FORNet Remote Nodes are added to each FORNet System over time.
	 
	3.3.	 	[***]. Except as otherwise specifically provided herein or in a FORNet License, the
Monthly License Fee shall provide complete and total compensation for: (i) [***]; (ii) the
provision of the Services; (iii) maintenance and monitoring of OPERATOR owned equipment and
Network; and (iv) the satisfaction of any and all recurring costs, fees, expenses,
reimbursements and taxes solely attributable to and payable by OPERATOR which may be
associated with the grant and use of the Underlying Rights for the Network.





Article IV: Payment





	4.1	 	For all payment amounts exceeding $[***], SPRINT may elect to remit such payments to OPERATOR
through wire transfers of immediately available U.S. funds. Lesser amounts will be reimbursed
either by wire transfer or by company check of immediately available U.S. funds payable to the
OPERATOR.
	 
	4.2	 	[***].
	 
	4.3	 	Subject to applicable federal and state laws, rules, regulations and orders, both SPRINT and
OPERATOR shall have the right to seek review and adjustment of the rates, charges and fees
payable under the applicable FORNet License before the appropriate federal or state regulatory
agency. The party seeking review will provide sixty (60) days written notice, advising the
other party of the pending filing of the proposed review and adjustment of rates, charges and
fees, with specific identifications as to the changes being requested. [***].





Article V: Term





	5.1	 	Term. The initial term of this Agreement (“Initial Term”) shall commence upon the
Effective Date and shall expire, unless terminated earlier in accordance with Section 5.4, on
the later to occur of (a) the [***] of the Effective Date, or (b) [***].





	 	 	 
	FORNet Master Services Agreement
	 	 
	SPRINT-NextG

	 	Confidential and Proprietary








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




9









 










CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.





	5.2	 	FORNet License Term. The initial term of each FORNet License granted under this
Agreement shall be [***] (“Initial FORNet License Term”) commencing upon the Acceptance Date
of the applicable FORNet Fibers and shall expire, unless extended in accordance with Section
5.3 [***], on the [***] of the Acceptance Date of the applicable FORNet License and shall,
thereafter, be of no further force or effect.
	 
	5.3	 	Renewal Terms. SPRINT shall have the right to extend each FORNet License Term for
[***] (“Renewal Term”) on the same terms and conditions as set forth herein. [***]. SPRINT
agrees and acknowledges that upon the expiration or termination of this Agreement, OPERATOR
shall have no obligation to renew the Agreement or enter into a new agreement with NEXREL. In
the event that OPERATOR elects to renew or enter into a new agreement, OPERATOR shall have no
obligation to offer such renewal or new agreement under any of the same terms and conditions
set forth in the Agreement, including without limitation charges and fees.
	 
	5.4	 	[***]
	 
	5.5	 	[***]





Article VI: [***]





	6.1	 	Grant [***]. As of the Effective Date of each FORNet License, SPRINT is hereby
granted [***] the FORNet Fibers under each FORNet License so as to incorporate the use thereof
into each FORNet System to facilitate SPRINT’s primary business of providing wireless
communication services to its customers.
	 
	6.2	 	[***].
	 
	6.3	 	Changes in the Network Due to Technological Advances. SPRINT acknowledges and agrees
that during the Term and each Renewal Term technological advances in, including but not
limited to, fiber optics and optical repeater distributed antenna system design, equipment and
software are likely to occur. Nonetheless, SPRINT requires the OPERATOR to keep the Network
and Network Equipment up to date in terms of software and hardware. SPRINT thus encourages
OPERATOR to keep current with related technology. As and when such technological advances
shall occur, OPERATOR shall have the right to propose the substitution of an equal number of
fiber strands for the FORNet Fibers within any FORNet System or portion thereof (which
alternative fibers strands shall thereupon constitute FORNet Fibers), provided that in such
event, such substitution: (i) shall be effected at the sole cost of OPERATOR; (ii) shall be
performed in accordance with the specifications and procedures set forth in the FORNet
Standards, as revised by SPRINT from time to time; (iii) shall incorporate fiber optic strands
meeting or exceeding the specifications set forth in the FORNet Standards, as revised by
SPRINT from time to time and shall be tested in accordance with the Acceptance





	 	 	 
	FORNet Master Services Agreement
	 	 
	SPRINT-NextG

	 	Confidential and Proprietary








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




10









 










CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.





	 	 	Criteria, as revised by SPRINT from time to time; and (iv) [***], and subject to the
approval of and in coordination with SPRINT, OPERATOR shall use commercially reasonable
efforts to minimize any interruption or interface with the operation between the Network
and any affected FORNet System.
	 
	6.4	 	No Conveyance of Interest in Realty. Neither this Agreement nor [***] granted herein
shall be deemed to establish or convey any right, title or interest in any personal or real
property comprising the Network, including the FORNet Fibers. OPERATOR and SPRINT acknowledge
and agree that this Agreement is a true license to use [***] each FORNet Fiber and is not a
sale of the FORNet Fibers by OPERATOR to SPRINT. Notwithstanding anything to the
contrary contained in this Agreement, without the prior written consent of OPERATOR, [***].
	 
	6.5	 	[***].





Article VII: FORNet System Connection





	7.1	 	Ownership of FORNet Equipment. SPRINT shall own and therefore be responsible for the
cost of purchasing the FORNet Hub Equipment and the FORNet Remote Nodes.
	 
	7.2	 	Purchase of Network Equipment and Materials. Except as may be expressly provided
herein, OPERATOR shall, at OPERATOR’s sole cost and expense, procure all Network Equipment and
materials to be incorporated in and to become a permanent part of the Network, including the
FORNet Fibers, but shall not be responsible for the cost of purchasing the equipment specified
in Article 7.1 above. OPERATOR shall purchase only Network Equipment and materials of the
type and specifications necessary to comply with the FORNet System Standards. SPRINT reserves
the right to specify exact equipment type and specifications based on individual market needs
in advance of the date of execution of the applicable FORNet License.
	 
	7.3	 	Right to Make Changes to the Network. OPERATOR shall have the right to make changes
to the Network, both in terms of equipment and technology protocols, so long as the OPERATOR
does not make changes to the Network that will adversely affect SPRINT’s access to, or
utilization of the applicable FORNet Fibers, or the performance of each FORNet System, the
FORNet Equipment, or any other SPRINT facilities or equipment that interface with the Network
or the FORNet System. More specifically, the OPERATOR will not make changes to the Network in
such a way that will cause any equipment or software including, but not limited to, the Hub
Network Equipment necessary to operate the Network, or SPRINT’s FORNet Equipment, FORNet
Remote Node Equipment, or any FORNet System to become obsolete for the purposes and manner as
contemplated under this Agreement, or otherwise adversely affect the performance of such
equipment or software, without SPRINT’s prior written approval, which approval shall not be
unreasonably be withheld, conditioned or delayed. The prohibition stated in the preceding
sentence shall apply without regard to whether such





	 	 	 
	FORNet Master Services Agreement
	 	 
	SPRINT-NextG

	 	Confidential and Proprietary








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




11









 










CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.





	 	 	equipment or software is provided, installed, operated or maintained by the OPERATOR or
SPRINT.





Article VIII: Testing and Acceptance of FORNet Systems





	8.1	 	Testing; FORNet System Completion Notice. OPERATOR shall test the FORNet Fibers,
[***], in each Network, in accordance with the Acceptance Criteria detailed in Exhibit B.
OPERATOR shall provide the appropriate SPRINT Site Development point of contact [***] prior
written notice of the date and time of when OPERATOR shall conduct testing to determine
whether the Acceptance Criteria have been met. SPRINT shall have the right to have SPRINT
personnel present to observe such testing. When OPERATOR has determined that the Acceptance
Criteria have been met and is able to present the final reports that show that the FORNet
Fibers throughout the FORNet TM System have been properly installed and are operating in
conformity with the Acceptance Criteria, OPERATOR shall promptly provide the appropriate
SPRINT Site Development point of contact an executed original of a FORNet System Completion
Notice (see Attachment B-1).
	 
	8.2	 	Acceptance and Rejection.






	 	(i)	 	First [***] Notice Period. Within [***] of receipt of the FORNet
System Completion Notice referenced in the last sentence of Section 8.1 above, SPRINT
shall in good faith provide OPERATOR with a written notice accepting or rejecting the
FORNet Fibers and the affiliated FORNet System. If SPRINT fails to notify OPERATOR of
its acceptance or rejection of the FORNet System Completion Notice within [***]
following SPRINT’s receipt thereof, SPRINT shall be deemed to have [***] the FORNet
Fibers and the associated FORNet System.
	 
	 	(ii)	 	Second [***] Notice Period. OPERATOR shall thereupon issue a second
FORNet System Completion Notice which second notice shall be sent to the same SPRINT
addressee as the initial notice but shall also be sent to the attention of (A) the
noticed SPRINT Site Development point of contact’s director supervisor, and (B) the
applicable RF market point of contact (to the extent the foregoing persons are known
by OPERATOR and if not then to someone in a reasonably similar or equivalent capacity
known to OPERATOR). If SPRINT fails to notify OPERATOR of its acceptance or rejection
of the second FORNet System Completion Notice within [***] following SPRINT’s receipt
thereof, SPRINT shall be deemed to have [***] the FORNet Fibers and the associated
FORNet System.
	 
	 	(iii)	 	Third [***] Notice Period. OPERATOR shall thereupon issue a third
FORNet System Completion Notice which third notice shall be addressed to (A) the
Director of Business Development, (B) the Director of Regional Site Development,





	 	 	 
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	 	 	 	and (C) the Regional Vice President (to the extent the foregoing persons are known by
OPERATOR and if not then to someone in a reasonably similar or equivalent capacity
known to OPERATOR) and shall include a conspicuous statement in caps to the following
effect: “IF SPRINT DOES NOT RESPOND TO THIS COMMUNICATION WITHIN [***] OF RECEIPT,
THE SUBJECT NETWORK WILL BE DEEMED [***] BY SPRINT.” If SPRINT fails to notify
OPERATOR of its acceptance or rejection of the third FORNet System Completion Notice
within [***] following SPRINT’s receipt thereof, SPRINT shall be deemed to have [***]
the relevant FORNet Fibers and the associated FORNet System.






	 	 	Any rejection of a FORNet System Completion Notice shall be in good faith and shall specify
in writing in reasonable detail all defects or failures in the Acceptance Criteria
supporting the rejection. Notices under this Section 8.2 need not also be sent to the
addressees named in Section 21.1 below, and may be delivered by email and shall be deemed
given upon transmittal thereof. The date of actual acceptance or deemed acceptance of the
FORNet Fibers and the FORNet System shall be referred to as an “Acceptance Date,” unless
SPRINT utilizes the FORNet Fibers earlier in which case such first use shall be the
“Acceptance Date.” In the event of any good faith rejection by SPRINT, OPERATOR shall take
such action as reasonably necessary, and as expeditiously as practicable, to correct or
cure such defect or failure; and, the Acceptance Criteria process, including notification
to SPRINT and provision of a FORNet System Completion Notice, shall be repeated with
respect to such rejected FORNet Fibers and FORNet System.






	8.3	 	As-Built Drawings. Within [***] following each Acceptance Date, OPERATOR shall
provide SPRINT with the As-Built Drawings and technical specifications of the FORNet Fibers
and associated splices located within the Network.





Article IX: Maintenance and Repair





	9.1	 	Routine Maintenance. From and after the Effective Date and during the Term and each
Renewal Term of each FORNet License, OPERATOR shall provide, or cause to be provided by
contractors selected by OPERATOR, all required maintenance of the Network and the FORNet
Fibers in accordance with the provisions set forth in FORNet Installation Standards document
that is supplied on a per project basis in advance of the date of execution of the applicable
FORNet License.
	 
	9.2	 	Service Affecting Condition. From and after the Effective Date with respect to each
FORNet License, in the event that all or any part of the Network, including the FORNet Fibers
within the Network, is damaged or destroyed such that a Service Affecting Condition exists for
a FORNet System, OPERATOR shall use commercially reasonable efforts to resolve such Service
Affecting Condition utilizing the procedures described in Exhibit D. SPRINT shall be allowed
to accompany OPERATOR or its authorized personnel in responding to the service affecting
conditioned provided SPRINT does not interfere with OPERATOR or its authorized personnel’s
performance of the maintenance activity.





	 	 	 
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	9.3	 	Emergencies. If a bona fide emergency situation exists in the FORNet System, then
upon notice, the responsible party will act diligently and expediently to remedy such bona
fide emergency situation as reasonably necessary to protect public health and safety. If the
responsible party does not remedy the bona fide emergency situation as soon as practicable
after receiving such notice, or if the other Party reasonably determines that the responsible
party’s practicable response time is inadequate given the nature of the emergency and other
reasonable relevant circumstances, then the other party may take any commercially reasonable
action as necessary to protect public health and safety. In such a case, the responsible
party will have no recourse against the other party for the other party’s commercially
reasonable actions taken in response to such emergency situation. Notwithstanding the
foregoing provisions of this section, if the responsible party is acting in good faith to
address and correct the emergency situation, then the other party will restore whatever
services it may previously have disrupted to permit the responsible party to continue its
efforts to remedy the emergency situation.
	 
	9.4	 	Interconnecting the FORNet Fibers. SPRINT shall have the right to request that
OPERATOR interconnect the FORNet Fibers with SPRINT’s network. SPRINT may not access or
perform, or contract with any third party to access or perform, any work, repairs or
maintenance to any FORNet Fiber or the Network Equipment. OPERATOR’s consent to an
interconnection shall not be unreasonably withheld. OPERATOR shall promptly evaluate SPRINT’s
interconnection requests and provide SPRINT a quote for performance of the necessary work.
OPERATOR shall perform no such work until SPRINT has agreed to the terms thereof. Once
agreed, OPERATOR shall use all reasonable speed to implement the interconnection.





Article X: Permits; Underlying Rights; Relocation





	10.1	 	Underlying Rights.






10.1.1 SPRINT Representation. SPRINT represents and agrees that it will use each
FORNet System in compliance with and subject to the Underlying Rights requirements.
Notwithstanding anything to the contrary contained herein, SPRINT shall cooperate with
OPERATOR in its effort to secure, or cause to be secured, prior to each Effective Date for
each FORNet License, and maintain in full force and effect during the Term and each Renewal
Term, any and all Underlying Rights as may be granted from any and all governmental and
other authorities or rights holders, which are necessary or required to be obtained by
OPERATOR or SPRINT for OPERATOR [***] under this Agreement and for the use and operation of
each FORNet System. The [***] rights [***] under this Agreement are further subject and
subordinate to the prior right of each grantor of the Underlying Rights to use the rights
of way for other activities, including utility operations, telecommunications uses,
municipal or any other purposes.




10.1.2 OPERATOR Representation. OPERATOR represents, warrants and agrees that it
will install, operate and maintain the Network and the FORNet Fibers in compliance



	 	 	 
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with and subject to the Underlying Rights. Notwithstanding anything to the contrary
contained herein, it shall be OPERATOR’s sole responsibility to secure, or cause to be
secured, prior to each Effective Date for each FORNet License, and maintain in full force
and effect during the Term and each Renewal Term, any and all Underlying Rights as may be
granted from any and all governmental, other authorities or rights holders, which are
necessary or required to be obtained by OPERATOR for OPERATOR to construct, install,
operate and maintain, access and make use of the Network and the FORNet Fibers. Upon
request of SPRINT, OPERATOR will deliver to SPRINT redacted copies of the Underlying
Rights.




	10.2	 	[***]. [***] and that, from and after the Effective Date of each FORNet License and
subject to Article XXVII, OPERATOR shall keep the FORNet Fibers free from (i) any liens or
encumbrances of any third person attributable to OPERATOR and (ii) any other rights or claims
of any third Person attributable to OPERATOR, which might in any way be asserted as superior
to SPRINT’s rights in the FORNet Fibers.
	 
	10.3	 	Lawful Use. Subject to the limitations set forth in this Agreement and to the
restrictions set forth in the Underlying Rights, SPRINT shall use the FORNet Fibers solely for
the purpose of lawfully providing Telecommunications Service, as defined by the Communications
Act of 1934, as amended by the Telecommunications Act of 1996. SPRINT agrees and acknowledges
that, other than the FORNet Fibers, it has no right to use any other portion of any Network.
	 
	10.4	 	Notice of Impending Damage. SPRINT and OPERATOR shall promptly notify each other of
any matters known to either party pertaining to, or the occurrence (or impending occurrence)
of, any event which would be reasonably likely to give rise to any damage or impending damage
to or loss of the Network or the FORNet Fibers.
	 
	10.5	 	Cooperation. SPRINT and OPERATOR each agrees to cooperate with and support the other
in complying with any requirements applicable to their respective rights and obligations
hereunder. Without limiting the generality of the foregoing, subject to SPRINT’s rights under
Article XXIII, SPRINT agrees to provide to OPERATOR, promptly upon request by OPERATOR, a
detailed description of its uses of the FORNet Fibers reasonably requested by OPERATOR in
order to enable OPERATOR to comply with any reporting requirements imposed on OPERATOR under
any of the Underlying Rights.
	 
	10.6	 	Continuation. Upon the expiration, non-recognition or other termination of any
Underlying Right that is necessary in order to grant, continue or maintain the [***] rights
granted to SPRINT under this Agreement, OPERATOR shall use commercially reasonable efforts to
obtain an alternate right of way for the affected portion of the Network and FORNet FibersTM;
provided, however, that if the expiration, non-recognition or other termination of any
Underlying Right is caused by the acts or omissions of SPRINT, its employees, agents, or
contractors, the cost to replace the same shall be borne exclusively by SPRINT.
	 
	10.7	 	[***].





	 	 	 
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	10.8	 	Relocation. If, after the Acceptance Date with respect to any FORNet System,
OPERATOR is required by any grantor of the Underlying Rights, or by the occurrence of an Event
of Force Majeure, or if SPRINT agrees to relocate any portion of the FORNet Fibers, with
respect to the affected FORNet System, OPERATOR shall have the right either to proceed with
such relocation, including the right, in good faith, to reasonably determine the extent of,
the timing of, and methods to be used for such relocation; provided that any such relocation
shall be constructed and tested in accordance with the specifications set forth in the FORNet
Installation Standards originally applicable to that Network. In the event of any such
relocation, OPERATOR shall use commercially reasonable efforts to minimize any service
interruptions. [***].
	 
	10.9	 	As-Built Drawings. OPERATOR shall deliver to User updated As-Built Drawings with
respect to the relocated portions of the FORNet Fibers within forty-five (45) days following
the completion of such relocation.





Article XI: Access to the Hubs 





	11.1	 	24 x 7 Access. Where OPERATOR provides SPRINT with HUB space, OPERATOR shall provide
SPRINT with access to each Hub twenty-four (24) hours a day, seven (7) days a week at no
charge to SPRINT, so that SPRINT may perform installation, maintenance and emergency repair
functions. SPRINT and OPERATOR shall mutually agree to terms regarding ingress and egress to
each Hub.





Article XII: Interference





	12.1	 	Duty to Avoid Interference. If OPERATOR leases facilities or equipment, including
but not limited to radios and other equipment of the type and frequency that could cause
measurable interference to SPRINT’s operation of any FORNet System, OPERATOR will take all
commercially reasonable, industry standard measures to ensure that such equipment does not
interfere with the FORNet Remote Nodes or the FORNet Hub Equipment. SPRINT, in turn, agrees
to operate each FORNet Remote Node and the FORNet Hub Equipment at the power levels and
frequencies defined in the FORNet License, provided that SPRINT may change such power levels
or frequencies so long as doing so will not cause interference to other users of the Networks.
	 
	12.2	 	Duty to Mitigate Interference. In the event that either SPRINT’s or the OPERATOR’s
equipment causes interference beyond levels that can be filtered or reduced by any affected
user applying good engineering practices and techniques, upon notification of such
interference, the party whose equipment caused the interference shall commence efforts to
mitigate the interference within [***] of notification. If the interference cannot





	 	 	 
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	 	 	be remedied within the [***] period, the party in question shall cause the interference to
cease, except intermittently during off-peak hours for testing purposes.
	 
	12.3	 	Installation of New Equipment. OPERATOR shall not permit itself, or other users,
lessees or licensees with whom it has privity of contract to install new equipment in any Hub,
if such equipment will cause interference that exceeds levels beyond which SPRINT, using good
engineering practices and techniques, can filter or reduce such that SPRINT may continue its
operations as intended under this Agreement, OPERATOR will require such user to commence
efforts to mitigate the interference within [***] of receiving notice from SPRINT. If the
interference cannot be remedied within the [***] period, the OPERATOR shall cause the
interference to cease, except intermittently during off-peak hours for testing purposes.
Notwithstanding the foregoing, SPRINT acknowledges its understanding the OPERATOR will in all
probability not own the Hub and as such have limited control over the activities of the
operator of the Hub and the other tenants or licenses of such Hub operator.
	 
	12.4	 	Notice. If SPRINT increases maximum power levels or modifies the frequencies from
those set forth in the FORNet License, or makes other material modifications to the technical
specifications of the Request, SPRINT will notify the OPERATOR in advance. In any case, any
subsequent modifications must comply with all applicable law and not cause interference to the
equipment of the OPERATOR, any other OPERATOR customer using the Network, or any other SPRINT
FORNet System existing at the time of the modifications.





Article XIII: INDEMNIFICATION





	13.1	 	SPRINT Indemnification. SPRINT shall indemnify and hold OPERATOR, its affiliates,
directors, officers, employees, members, managers, agents, and contractors harmless from and
against any and all loss, cost, damage, liability and expense directly or indirectly arising
out of or resulting from the negligent or willful acts or omissions of SPRINT, its officers,
employees, servants, affiliates, agents, contractors, or from any person for whom it is in law
responsible, with respect or arising out of operation of the FORNet System, SPRINT’s use of
the FORNet Fibers, or relating to SPRINT’s performance (including breach or failure thereto)
under this Agreement; including but not limited to: a) any demand, claim, suit or judgment
for damages to any property or bodily injury or death, loss or damage to any person or to
tangible property or facilities of any person or entity, (including reasonable attorney’s
fees), and b) any claims, liabilities or damages arising out of any violation by SPRINT of
regulations, rules, statutes, or court orders of any local, state, or federal governmental
agency, court, or body in connection with its performance under this Agreement or otherwise
(including reasonable attorneys fees), which is caused by a negligent act or omission of
SPRINT, its officers, affiliates, employees, agents or contractors, or from any person for
whom it is in law responsible, except to the extent that such loss, damage, injury or expense
is caused by the negligence





	 	 	 
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	 	 	of OPERATOR. The obligations of this Article XIII shall survive the expiration or earlier
termination of this Agreement.
	 
	13.2	 	OPERATOR Indemnification. OPERATOR shall indemnify and hold harmless SPRINT, its
affiliates, directors, officers, employees, members, managers, agents, and contractors
harmless from and against any and all loss, cost, damage, liability, and expense directly
arising out of or resulting from the negligent or willful acts or omissions of OPERATOR, its
officers, employees, servants, affiliates, agents or contractors, or from any person for whom
it is in law responsible, with respect to or arising out of the operation of each Network and
OPERATOR’s operation or maintenance of the Hub and the FORNet Fibers or relating to OPERATOR’s
performance (including breach or failure thereto) under this Agreement, including but not
limited to a) any demand claim, suit or judgment for damages to any property or bodily injury
or death, loss or damage to any person or to tangible property or facilities of any person or
entity (including reasonable attorneys fees) and b) any claims, liabilities or damages arising
out of any violation by OPERATOR of regulations, rules, statutes, or court orders of any
local, state, or federal governmental agency, court of body in connection with its performance
under this Agreement or otherwise, (including reasonable attorneys fees), which is caused by a
negligent act or omission of OPERATOR, its officers, affiliate, employees, agents or
contractors, or from any person for whom it is in law responsible except to the extent that
such loss, damage, injury or expense is caused by the negligence of SPRINT. The obligations
of this Article XIII shall survive the expiration or earlier termination of this Agreement.





Article XIV: LIMITATION OF LIABILITY





	14.1	 	No Speculative Damages. Neither party, nor any claimant affiliated with or in a
contractual relationship with a party shall be liable to the other party for special,
punitive, exemplary, consequential, incidental or indirect losses or damages as a result of
the performance or nonperformance of its obligations under this agreement, or its acts or
omissions related to this agreement or its use of the network or any FORNet System or related
facilities whether or not arising from sole, joint or concurrent negligence, strict liability,
tort, contract or violation of law or otherwise, even if the party has been advised of the
possibility of such damages. EXCEPT FOR ANY LIABILITY UNDER ARTICLE XIII WITH RESPECT TO
THIRD PARTY CLAIMS BASED ON BODILY INJURY OR DAMAGE TO TANGIBLE PROPERTY, The liability of
either party for damages arising from this agreement shall be limited to the total amount
which SPRINT is obligated to pay for the term of this agreement for the fornet license that is
the subject of the claim.
	 
	14.2	 	Third Party Claims. Nothing contained herein shall operate as a limitation on the
right of either OPERATOR or SPRINT to bring an action or claim for damages against any third





	 	 	 
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	 	 	party including indirect, special, or consequential damages, based on any acts or omissions
of such third party as such acts or omissions may affect the construction, operation or use
of any Network. OPERATOR and SPRINT shall assign such rights of claims, execute such
documents and do whatever else may be reasonably necessary to enable the other (at such
other party’s sole expense) to pursue any such action against such third party, provided
the same does not interfere with the assigning party’s ability to pursue an action or claim
against the third party.





ARTICLE XV: SERVICE INTERRUPTION





	15.1	 	Interruption. In the event of a Service Interruption, as determined pursuant to the
definition in Exhibit D, SPRINT shall be entitled to [***] as set forth in Exhibit D.





Article XVI: Sublicensing





	16.1	 	Sublicensing Prohibited. Subject to the availability thereof, and subject to any
regulatory requirements or limitations, SPRINT shall use the Hub solely to access the Network
and will comply in all material respects with the terms and conditions of OPERATOR’s agreement
for use of the Hub. OPERATOR will provide SPRINT with any rules, regulations, terms or
conditions contained in its agreement for use of the Hub in advance of SPRINT subleasing or
sublicensing the Hub from OPERATOR. SPRINT shall not provide, sublicense, sublease or permit
in any manner any third party to use any portion of the Hub. In the event SPRINT fails to
comply with this section, this failure to comply shall be deemed an immediate event of
default. Except with respect to interconnection with a local exchange carrier within a SPRINT
Base Station, SPRINT shall not interconnect within the Hub with any third parties without the
express written consent of OPERATOR, such consent not to be unreasonably withheld, conditioned
or delayed. All such interconnections are subject to the terms of Sections 9.3 above. All
SPRINT FORNet Hub Equipment must be installed in its designated area, assigned rack,
footprint, cabinet or space, as indicated in each FORNet License. Additional storage or other
space is not provided to SPRINT except as mutually agreed upon in any FORNet License. SPRINT
will not jeopardize service or damage property of other users or OPERATOR and must take
precautions to protect OPERATOR’s common facilities and nearby equipment belonging to other
users. SPRINT will follow normal industry standards with regard to equipment installation and
removal as if in a central office environment although it may be necessary for OPERATOR to
perform any and all such work depending upon the circumstances. In addition, SPRINT must
maintain normal industry standard documentation and labeling of SPRINT equipment in the Hub
and post emergency names and telephone numbers at the Hub.





Article XVII: Waiver of OPERATOR’s Lien




	 	 	 
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	17.1	 	No Lien Against FORNet Equipment. OPERATOR waives any lien rights it may have
concerning the FORNet Hub Equipment and the FORNet Nodes all of which are deemed SPRINT’s
personal property and not fixtures, and SPRINT has the right to remove the same at any time
without OPERATOR’s consent, but subject to compliance with the underlying agreement for the
Hub site.
	 
	17.2	 	Consent to SPRINT Financing. OPERATOR acknowledges that SPRINT has entered into
financing arrangements including promissory notes and financial and security agreements for
the financing of the FORNet Hub Equipment and the FORNet Nodes (“Collateral”) with a third
party financing entity (and may in the future enter into additional financing arrangements
with other financing entities). In connection therewith, OPERATOR (i) consents to the
installation of the Collateral; (ii) disclaims any interest in the Collateral, as fixtures or
otherwise; and (iii) agrees that the Collateral shall be exempt from execution, foreclosure,
sale, levy, attachment, or distress for any Monthly License Fee or any other amount due or to
become due and that such Collateral may be removed at any time without recourse to legal
proceedings. 
	 
	17.3	 	No Lien Against Network. SPRINT shall not permit any mechanic’s liens, materialman’s
liens, contractor’s liens, subcontractor’s liens, security interests, or other claims or
demands arising from work performed for or on behalf of SPRINT to attach to, or be enforced
against, any part of the Network. If SPRINT’s actions cause such lien to be filed against any
part of a Network, then SPRINT will have the next thirty (30) days to contest such lien and to
have such lien released by payment, bond, court order, or otherwise. If any such liens
arising from work performed for or on behalf of SPRINT are not released within such 30-day
time period, then SPRINT will reimburse OPERATOR for any bond and any other costs reasonably
incurred by NextG in connection therewith.





Article XVIII: INSURANCE





	18.1	 	Duty to Insure. OPERATOR shall purchase and maintain insurance policies issued by
companies licensed or authorized to transact business in the states where each Network will be
operated and who hold a current rating of not less than A-, VII, according to Best’s Key
Rating Guide. OPERATOR’s insurance shall protect SPRINT, its directors, officers, partners,
affiliates, and employees from claims for damages because of bodily injury, including death,
and claims for damages to person or property which may arise out of or result from OPERATOR’s
acts or omissions, whether such act or omissions are directly attributable to OPERATOR or
anyone directly or indirectly employed by OPERATOR. This insurance shall be written for not
less than limits of liability specified herein and shall include contractual liability
insurance applicable to OPERATOR’s obligations as provided herein.






	18.2	 	Coverages. OPERATOR’s insurance shall include:





	 	 	 
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	 	18.2.1	 	Worker’s Compensation. Insurance shall be provided as required by any applicable
law or regulation.
	 
	 	18.2.2	 	Employer’s Liability Insurance, which shall be provided in amounts not less than:






	 	i.	 	$1,000,000.00 each accident for bodily injury by accident; and
	 
	 	ii.	 	$1,000,000.00 policy limit for bodily injury by disease; and
	 
	 	iii.	 	$1,000,000.00 each employee for bodily injury by disease.






	 	18.2.3.	 	Commercial General Liability insurance (including but not limited to, contractual
liability insurance), with an occurrence limit of $1,000,000.00 for any one occurrence,
$2,000,000 General Aggregate and $2,000,000.00 Products Completed Operations Aggregate.
	 
	 	18.2.4.	 	Automobile Liability Insurance, including coverage for all owned, hired and non-
owned automobiles, with limits of liability not less than $1,000,000.00 combined single
limit per accident for bodily injury and property damage.
	 
	 	18.2.5.	 	Umbrella Insurance, providing excess coverage in the amount of $3,000,000.00 and
providing such additional coverage for all of the risks and obligations of the OPERATOR
described in this Article XVIII.






	18.3	 	Other Laws. If there is an exposure or injury to OPERATOR’s employees under the U.S.
Longshoremen’s and Harbor Worker’s Compensation Act, the Jones Act or under laws, regulations
or statutes applicable to maritime employees, equivalent coverage shall be included for such
injuries or claims.






	18.4	 	Scope and Manner of Coverage. The Commercial General Liability insurance shall cover
all operations by or on behalf of OPERATOR, providing insurance on a per occurrence basis for
bodily injury liability and property damage liability for the limits of liability indicated
above and including coverage for:






	 	a)	 	premises and operations;
	 
	 	b)	 	products and completed operations;
	 
	 	c)	 	contractual liability insuring the obligations assumed by
OPERATOR in this Agreement;
	 
	 	d)	 	broad form property damage (including completed operations);
	 
	 	e)	 	explosion, collapse and underground hazards; and
	 
	 	f)	 	personal injury liability.






	 	 	If the Commercial General Liability policy does not have an endorsement providing that the
general aggregate limit applies separately to each Network, or if defense costs are
included in the general aggregate limit, then the required aggregate limits shall be
$5,000,000.00.






	18.5	 	Application of Aggregate Limits. [Intentionally omitted]





	 	 	 
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	18.6	 	Additional Insureds. SPRINT, its officers, directors and employees shall be named as
additional insureds, under the occurrence form in the Commercial, General Liability, Auto
Liability, and Umbrella Liability policies. The policies shall stipulate that the insurance
afforded the additional insureds shall apply as primary insurance and that any other insurance
carried by SPRINT, its officers, directors and employees will be excess only and will not
contribute with the insurance required of OPERATOR. Each insurance policy shall contain a
waiver of subrogation in SPRINT’s favor. OPERATOR shall require that its subcontractors
purchase and maintain insurance in the amounts and coverages substantially similar to those
described in this Section 18. OPERATOR shall require that each subcontractor name SPRINT, its
directors, officers, partners, affiliates, and employees’ as additional insureds.
	 
	18.7	 	Proof of Insurance. Proof of insurance, either in the form of a Certificate of
Insurance (ACORD form 25S or equivalent), or a web based Memorandum of Insurance, evidencing
the insurance required by each Project, shall be furnished by OPERATOR to SPRINT before any
work under any FORNet License is commenced, and within fifteen (15) days of renewal or
replacement of any policy required by this Agreement. The certificates of insurance shall
provide that there will be no cancellation without thirty (30) days prior written notice to
SPRINT. The proof of insurance shall also confirm that SPRINT, its officers, directors,
affiliates and employees have been named as additional insureds to the extent required herein.
Notwithstanding anything to the contrary contained in this Agreement, acceptance of insurance
certificates by SPRINT shall in no way waive or limit any insurance, indemnity, or other
obligations of OPERATOR. All certificates of insurance shall be addressed to:
	 
	 	 	SPRINT

2001 Edmund Halley Drive

Reston, VA 20191

Attn: Supply Chain Management — Contract Administrator
	 
	18.9	 	[***].
	 
	18.10	 	Waiver of Subrogation. Except to the extent caused due to the intentional acts of
the other party, SPRINT and OPERATOR waive all rights against each other and any of their
subcontractors, agents and employees, for damages caused by fire or other perils i) to the
extent covered by property insurance obtained pursuant to this section or any other property
insurance applicable to any Network, and ii) to the extent such party has rights, except such
rights to the proceeds of such insurance held by Operator or SPRINT as fiduciary. OPERATOR
shall require similar waivers in favor of SPRINT and OPERATOR by any subcontractors retained
by OPERATOR.
	 
	18.11	 	[***].





Article XIX: TAXES AND GOVERNMENTAL FEES




	 	 	 
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	19.1	 	Tax Compliance. The parties shall comply with all federal, state, and local tax laws
applicable to transactions occurring under this Agreement.
	 
	19.2	 	Form W-9. OPERATOR shall provide SPRINT with a completed Form W-9 for federal income
tax reporting purposes before any payments are made by SPRINT to OPERATOR.
	 
	19.3	 	Payment Obligation. SPRINT shall be responsible for applicable sales and use taxes
imposed on charges for goods and services provided under this Agreement; however, SPRINT shall
not be responsible for sales and use taxes for which SPRINT has provided OPERATOR with a
valid, properly executed, exemption certificate. SPRINT shall not be responsible for any
taxes imposed on OPERATOR arising from OPERATOR’s consumption of goods and services in
connection with this Agreement. SPRINT shall not be responsible for any other taxes,
assessments, duties, permits, tariffs, fees or other charges of any kind.
	 
	19.4	 	Sales Tax Registration. OPERATOR shall provide SPRINT with OPERATOR’s sales tax
registration number from the state(s) in which goods and/or services provided under this
Agreement are delivered and/or performed. If OPERATOR is not currently registered for sales
tax purposes, OPERATOR will register with the state for sales tax purposes before any payments
are made by SPRINT to OPERATOR.
	 
	19.5	 	Classification of Services. For sales and use tax purposes, the parties shall treat
this Agreement as a contract for either (A) the installation of either tangible personal
property; or (B) the installation of real property, in accordance with state law.






(A) Contracts for installation of tangible personal property. OPERATOR
shall be responsible for collecting and remitting applicable sales tax on all
taxable charges for the sale of services and materials under this Agreement.




(B) Contracts for installation of real property. OPERATOR shall be
responsible for paying applicable sales tax on all of OPERATOR’s purchases of
materials used or consumed in performance of this contract.



Article XX: DISCLAIMER OF WARRANTIES





	20.1	 	NO WARRANTY. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, OPERATOR MAKES NO
WARRANTY TO SPRINT OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO
THE INSTALLATION, DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS, OR FITNESS FOR ANY
PARTICULAR PURPOSE OF ANY FACILITIES OR ANY SERVICE PROVIDED HEREUNDER OR DESCRIBED HEREIN, OR
AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.





	 	 	 
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Article XXI: Notice





	21.1	 	Who To Contact. Unless otherwise provided in this Agreement, all notices and
communications concerning this Agreement shall be in writing and addressed to the other party
as follows:





	 	 	 	 	 
	 

	 	If to OPERATOR:
	 	NextG Networks, Inc.
	 

	 	 	 	2216 O’Toole Avenue
	 

	 	 	 	San Jose, CA 95131
	 

	 	 	 	Attn: Contracts Administration
	 
	 	 	 	 
	 

	 	With a copy to:
	 	NextG Networks, Inc.
	 

	 	 	 	2216 O’Toole Avenue
	 

	 	 	 	San Jose, CA 95131
	 

	 	 	 	Attn: General Counsel
	 
	 	 	 	 
	 

	 	If to SPRINT:	 	 
	 
	 	 	 	 
	 

	 	 	 	Sprint
	 

	 	 	 	2001 Edmund Halley Drive
	 

	 	 	 	MS: VARESP0401-A4023
	 

	 	 	 	Reston, VA 20191-3436
	 

	 	 	 	Attn: Real Estate Law Group
	 
	 	 	 	 
	 

	 	With a copy to:	 	 
	 
	 	 	 	 
	 

	 	 	 	Sprint
	 

	 	 	 	2001 Edmund Halley Drive
	 

	 	 	 	Reston, VA 20191-3436
	 

	 	 	 	Attention: Supply Chain Management







	 	 	or at such other address as may be designated in writing to the other party.
	 
	21.2	 	Method of Delivery. Unless otherwise provided herein, notices shall be hand
delivered, sent by registered or certified U.S. Mail, postage pre-paid, or by commercial
overnight delivery service, or transmitted by facsimile, and shall be deemed served or
delivered to the addressee or its office when received at the address for notice specified
above when hand delivered, upon confirmation of sending when sent by facsimile, on the day
after being sent when sent by overnight delivery service, or three (3) days after deposit in
the mail when sent by U.S. mail.





Article XXII: CONFIDENTIALITY





	22.1	 	Confidentiality. In the absence of a separate Confidentiality Agreement between the
parties, if either party provides confidential information to the other in writing and
identified as such or if in the course of performing under this Agreement a party learns





	 	 	 
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	 	 	confidential information, the receiving party shall use such information solely in
furtherance of the objectives of this Agreement and shall protect the confidential
information from disclosure to third parties with the same degree of care accorded its own
confidential and proprietary information; provided, however, that the parties shall each be
entitled to provide such confidential information to their respective directors, officers,
members, managers, employees, agents, and contractors, consultants, representatives,
affiliates, contractors, financial institutions, underlying facility owners, potential
assignees (who are bound by a written agreement restricting use and disclosure of
confidential information) and representatives of affiliates, in each case whose access is
reasonably necessary. Each such recipient of confidential information shall be informed by
the party disclosing confidential information of its confidential nature, and shall be
directed to treat such information confidentially and shall agree to abide by these
provisions. In any event, each party shall be liable (with respect to the other party) for
any breach of this provision by any person to whom that party discloses confidential
information. The terms of this Agreement (but not its execution or existence) shall be
considered confidential information for purposes of this Article. Notwithstanding any
other provision herein, neither OPERATOR nor SPRINT shall be required to hold confidential
any information that: (a) becomes publicly available other than through the recipient; (b)
is required to be disclosed by a governmental, regulatory authority, or judicial order,
rule, or regulation or proceedings with respect to this Agreement or a party’s obligations
as a publicly held company (provided that, prior to any such disclosure, the other party
shall have been provided a reasonable opportunity to recommend steps to preserve the
confidential nature of the information, including seeking confidential treatment from the
Securities and Exchange Commission or, in the case of judicial or regulatory proceedings,
seeking a protective order therefore); (c) Is independently developed by the disclosing
party; (d) becomes available to the disclosing party without restriction from a third
party; or (e) is required by its lender and is given to such lender on a confidential
basis.
	 
	22.2	 	Survival. These obligations shall survive expiration or termination of this
Agreement for a period of two (2) years.
	 
	22.3	 	Trade Dress Usage. Neither party shall use the name, trade name, service mark, or
trademark of the other in any promotional or advertising material without the prior written
consent of the other.





Article XXIII: DEFAULT





	23.1	 	Right to Cure. Except as set forth elsewhere in this Agreement, where shorter cure
provisions are specified, a party shall not be in default under this Agreement unless and
until the other party provides it written notice of such default and the first party shall
have failed to cure the same within [***] after receipt of such notice; provided, however,
that where such default cannot reasonably be cured within such [***] period, if the first
party shall proceed promptly to cure the same and prosecute such curing with due diligence,





	 	 	 
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	 	 	the time for curing such default shall be extended for such period of time as may be
necessary to complete such curing. Operator shall promptly notify SPRINT within [***] of
its becoming aware of any default by it or any event which, through action, inaction or
mere lapse of time, shall mature into a default by it under any Underlying Rights
	 
	23.2	 	Remedies. If SPRINT fails to pay in full, when due, any Monthly License Fee or other
payment due hereunder, OPERATOR, after giving SPRINT [***] written notice, may terminate the
applicable SPRINT Service Order if such payment (together with applicable interest) is not
made within such [***]. The foregoing remedy is in addition to any other remedy that may be
available to OPERATOR under the Agreement, at law or in equity. If SPRINT fails to make any
uncontested payment when due [***] during a calendar year, or within [***] of receiving
written notice of such failure from OPERATOR; then, after the [***] time, OPERATOR may
terminate the Agreement immediately, disconnect the FORNet Hub Equipment, and SPRINT shall
have no further right to use the Network or the associated FORNet Fibers. In any such event,
SPRINT shall have [***] to remove all the FORNet Hub Equipment without damaging property of
OPERATOR or any other party. If SPRINT shall not have removed the FORNet Hub Equipment within
such [***], OPERATOR shall have the right, but not the obligation, to remove and store it.
SPRINT shall reimburse any costs or expenses incurred by OPERATOR in removing and storing the
FORNet Hub Equipment, within [***] after receipt of OPERATOR’s invoice.
	 
	23.3	 	Waiver of Default. Any event of default may be waived at the non-defaulting party’s
option. To be valid, any such waiver must be in writing, signed by the waiving party, and
specifically reference this Agreement and identify the default being waived. Upon the failure
of a party to timely cure any default after notice thereof from the other party and expiration
of the above cure periods, the non-defaulting party may, subject to the terms of Article XXV,
pursue any cumulative remedies it may have under applicable law or principles of equity
relating to such breach not otherwise limited by the terms of this Agreement.
	 
	23.4	 	Survival of Prior Obligations. Termination shall not affect any obligations or
liabilities arising under this Agreement prior to the effective date of such termination.





Article XXIV: FORCE MAJEURE





	24.1	 	Force Majeure. Neither OPERATOR nor SPRINT shall be in default under this Agreement
with respect to any delay in its performance (other than a failure to make payments when due)
caused by any of the following conditions and not the negligent acts or omissions of the party
claiming relief under this Article (each a “Force Majeure Event”): (a) act of God; (b) fire;
(c) flood; (d) material shortage or unavailability not resulting from the responsible party’s
failure to timely place orders or take other necessary actions therefore; (e) government acts,
omissions, codes, ordinances, laws, rules, regulations, or restrictions; (f) war, civil
disorder, terrorism or terrorist event;





	 	 	 
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Securities and Exchange Commission. Omitted portions have been filed separately with the
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(g) labor strife, action or strike; or (h) any other cause beyond the reasonable control of
such party, including but not limited to utility pole hits. The party claiming relief
under this Article shall promptly notify the other in writing of the existence of the Force
Majeure Event relied on, the expected duration of the Force Majeure Event, and the
cessation or termination of the Force Majeure Event. The party claiming relief under this
Article shall exercise commercially reasonable efforts to minimize the time for any such
delay.



Article XXV: DISPUTE RESOLUTION





25.1 Each Party shall notify the other Party, in writing, of Dispute. A Dispute shall be
initiated, negotiated and resolved by an Authorized Representative of each Party. Each
party shall provide the other with the name of its Authorized Representative in writing
within ten (10) Business Days of the execution of this Agreement. In the event of a
Dispute, either Party may seek to resolve the Dispute by utilizing the procedures set forth
below.




25.2 The Authorized Representative of the disputing Party shall initiate negotiations by
notifying the other Party’s Authorized Representative of the details of the Dispute,
together with the relief sought. The Authorized Representative of the party receiving
notification of the Dispute shall respond within five (5) Business Days of receipt of
notification, setting forth his or her position and the recommended resolution of such
Dispute.




25.3 If the Dispute is not resolved through such negotiation within fifteen (15) Business
Days after initiation of the negotiation procedure, either Party may immediately request,
in writing, that the Dispute be submitted to a mutually agreeable advisor for mediation
under the Commercial Mediation Rules of the American Arbitration Association (“AAA”). The
Party requesting mediation shall suggest names of three (3) independent and impartial
mediators, and the other Party shall agree to, and select, one (1) of the mediators within
three (3) Business Days of a request for mediation. Neither Party shall unreasonably
withhold acceptance of a suitable mediator. The mediation shall last no longer than five
(5) Business Days, and shall be attended by the Authorized Representative of each Party.
The Parties shall share the mediator’s fee equally. If the Dispute has not been resolved
through mediation, then such mediation shall be terminated by a written declaration of the
mediator.




25.4 If the Dispute has not been resolved through mediation, then upon the earlier of
written declaration of the mediator that such Dispute has not been resolved or fifteen (15)
Business Days after submission of a request for a mediation, either Party may submit the
Dispute to binding arbitration, subject to the Commercial Arbitration Rules of the AAA then
currently in effect. The Party requesting arbitration shall provide to the other party
notice of the request for arbitration, and names of three (3) independent and impartial
arbitrators, and the other Party shall agree to, and select, one (1) of the arbitrators
within three (3) Business Days of a request for arbitration. Neither Party shall
unreasonably



	 	 	 
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withhold acceptance of a suitable arbitrator. The arbitration shall be governed by the
Commercial Arbitration Rules of the AAA. The Parties stipulate and agree not to seek to
introduce into evidence, and not to compel the production of, documents prepared for, or
statements made in the course of settlement discussions including the confidential
mediation process, in any arbitration or subsequent litigation or administrative
proceeding; provided, however, that fully-initialed journal entries, and any written
modifications and dispute settlement agreements which have been fully signed by all
necessary parties, may be introduced into evidence. Any judgment upon the award rendered
by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator
shall not have authority to award punitive damages. The prevailing Party in any such
arbitration proceeding shall be entitled to reasonable attorneys’, consultants’ and/or
experts’ fees, costs and expenses, in addition to any other relief to which such prevailing
Party may be entitled in accordance with the terms of this Agreement.




25.5 So long as (a) the parties are working amicably to resolve a dispute as contemplated
in Sections 25.2 and 25.3 above, and (b) SPRINT is paying undisputed amounts and placing
disputed amounts into escrow as explained in the next sentence, OPERATOR shall not delay or
suspend any work, shall perform and carry on the portion of the undisputed work, and
maintain all reports in accordance with the requirements of this Agreement. SPRINT shall
(x) place any disputed amounts into escrow for distribution as determined based on the
outcome of the dispute resolution discussions, and (y) timely pay any amounts not in
dispute.




25.6 Notwithstanding the provisions of this Section 25, and without waiving any other
rights, remedies or courses of action available under this Agreement, at law, in equity, or
otherwise:




25.6.1 A Party which believes that it is entitled to indemnification or
contribution under the terms of this Agreement may, at the sole option of the
Party entitled to indemnification or contribution, seek relief in a court having
jurisdiction thereof through any allowable procedure.




25.6.2 Either Party may seek from any court of competent jurisdiction, any
interim or provisional relief that is necessary to protect the rights or property
of the Party, including without limitation injunctive relief, pending the
arbitrator’s final decision or other resolution of the Dispute.




25.6.3 [***].




25.6.4 If the Dispute involves a monetary claim equal to or greater than [***],
then either Party may elect not to pursue the dispute resolution procedures set
forth in this Section 25, and may instead pursue any other rights, remedies or
courses of action available under this Agreement.



Article XXVI: RULES OF CONSTRUCTION




	 	 	 
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	26.1	 	Captions. The captions or headings in this Agreement are strictly for convenience
and shall not be considered in interpreting this Agreement or as amplifying or limiting any of
its content. Words in this Agreement that import the singular connotation shall be interpreted
as plural, and words that import the plural connotation shall be interpreted as singular, as
the identity of the parties or objects referred to may require.
	 
	26.2	 	Technical Meaning. Unless expressly defined herein, words having well-known
technical or trade meanings shall be so construed.
	 
	26.3	 	Relationship of Parties. The Parties agree and acknowledge that this Agreement shall
not constitute nor be deemed to create a partnership or joint venture and neither party is the
other’s agent, partner, employee or representative. The sole relationship intended to be
created by virtue of this Agreement is that of licensor, licensee or vendor-purchaser as
independent contractors.
	 
	26.4	 	Cumulative Remedies. Except as set forth to the contrary herein, any right or remedy
of OPERATOR or SPRINT shall be cumulative and without prejudice to any other right or remedy,
whether contained herein or not.
	 
	26.5	 	No Third Party Beneficiaries. Nothing in this Agreement, either express or implied,
is intended to provide any legal rights to anyone not an executing party of this Agreement
except under the indemnification and insurance provisions.
	 
	26.6	 	Ambiguity. The Parties hereto acknowledge and agree that this Agreement has been
negotiated by the Parties, has been the subject of careful review, and that each Party has
been given the opportunity to independently review this Agreement with legal counsel, and that
each party has the requisite experience and sophistication to understand, interpret and agree
to the particular language of the provisions hereof. Accordingly, in the event of an
ambiguity in or dispute regarding the interpretation of this Agreement, this Agreement shall
not be interpreted or construed against the Party preparing it. The language in all parts of
this Agreement shall in all cases be construed simply, as a whole and in accordance with its
fair meaning and not strictly for or against either Party.
	 
	26.7	 	Industry Standard Performance. Except as otherwise set forth herein, for the purpose
of this Agreement the normal standards of performance within the telecommunications industry
in the relevant market shall be the measure of whether a party’s performance is reasonable and
timely.
	 
	26.8	 	No General Waiver. The failure of either OPERATOR or SPRINT to enforce any of the
provisions of this Agreement, or the waiver thereof in any instance, shall not be construed as
a general waiver or relinquishment on its part of any such provision, but the same shall
nevertheless be and remain in full force and effect.
	 
	26.9	 	Conflict of Laws. This Agreement shall be construed and interpreted and the rights
of the parties governed by and construed in accordance with the domestic laws of the





	 	 	 
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	 	 	Commonwealth of Virginia, without regard to its conflict of law principles that would fix
jurisdiction elsewhere.
	 
	26.10	 	Survivability. If any term, covenant or condition in this Agreement shall, to any
extent, be invalid or unenforceable in any respect under the laws governing this Agreement,
the remainder of this Agreement shall not be affected thereby, and each term, covenant or
condition of this Agreement shall be valid and enforceable to the fullest extent permitted by
law.
	 
	26.11	 	Brokerage Fees. OPERATOR and SPRINT represent and warrant to the other that no
broker was involved in connection with this transaction and each agrees to indemnify and hold
the other party harmless from and against the claims of any broker acting on behalf of the
indemnifying party in connection with this transaction.
	 
	26.12	 	 Attorneys Fees. If either party initiates legal proceedings to interpret or
enforce the terms or conditions of this Agreement or any FORNet License pursuant to the terms
of Section 25.6 above, the prevailing Party in any such proceeding shall be entitled to
reasonable attorneys’, consultants’ and/or experts’ fees, costs and expenses, in addition to
any other relief to which such prevailing Party may be entitled in accordance with the terms
of this Agreement.





Article XXVII: ASSIGNMENT





	27.1	 	SPRINT Assignment. SPRINT shall, upon the written consent of OPERATOR, and such
consent shall not be unreasonably withheld, conditioned or delayed, have the right to assign
this Agreement. Except as provided in this Article XXVII, SPRINT shall not assign this
Agreement to any other party without the prior written consent of OPERATOR.
	 
	27.2	 	OPERATOR Assignment. OPERATOR shall have the right to assign, or otherwise transfer
this Agreement, in whole or in part, upon the written consent of SPRINT, and such consent
shall not be unreasonably withheld, conditioned or delayed. OPERATOR shall have the right,
without SPRINT’s consent, to (a) subcontract any of its obligations hereunder, provided that
OPERATOR remains liable therefore; (b) assign or otherwise transfer this Agreement in whole or
in part as collateral to any lender to OPERATOR (or lender to any permitted transferee or
assignee of OPERATOR) subject to the prior rights and obligations of the parties hereunder;
and (c) assign or otherwise transfer this Agreement pursuant to Sections 27.3 and 27.4 hereof.
	 
	27.3	 	[***].
	 
	27.4	 	Permitted Assignments. Notwithstanding anything to the contrary contained herein,
including without limitation Sections 27.1, 27.2 and 27.3 above, either party may assign this
Agreement without consent of the other party: (a) to a subsidiary, affiliate or parent;





	 	 	 
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(b) to any firm, corporation, or entity which the party controls, is controlled by, or is
under common control with; (c) any partnership in which it has a majority interest; or (d)
in connection with a Change in Control. The assigning party shall provide to the
non-assigning party, written notice setting forth the name and address of the assignee
under any such assignment.
	 
	27.5	 	Acquirer to be Bound. In the event of a Change in Control, or the transfer of any
Subject Network to one or more third party purchasers, during the Term of this Agreement, the
acquirer shall be bound by all the terms and conditions of this Agreement and each FORNet
License relating thereto, including, without limitation, the Network Service Level Agreement
set forth in Exhibit D hereto together with the rest and remainder of the remedies provisions
set forth in this Agreement for any defaults not cured within the applicable cure period.
[***].





Article XXVIII: Environmental Laws





	28.1	 	Environmental Compliance by OPERATOR. OPERATOR represents that it will not bring to,
transport across, dispose of, introduce or use on the Hub, in violation of any law, any
substance, chemical or waste, oil or hazardous material that is or becomes regulated by any
local governmental authority, any State or the United States (collectively, “Hazardous
Substance”). In the event of a release on the Hub of any Hazardous Substance by OPERATOR,
OPERATOR agrees to comply with all applicable laws, rules and regulations. OPERATOR hereby
indemnifies SPRINT and holds SPRINT harmless from any and all costs (including reasonable
attorneys’ fees) and claims of liability or loss that arise out of the release on the Hub of
any Hazardous Substance by OPERATOR or third party licensee of OPERATOR. This Article XXVIII
shall survive termination of this Agreement.
	 
	28.2	 	Environmental Compliance by SPRINT. SPRINT represents that it will not bring to,
transport across, dispose of, introduce or use any Hazardous Substance on the Hub in violation
of any applicable law. In the event of a release on the Hub of any Hazardous Substance by
SPRINT or anyone acting on behalf of SPRINT, SPRINT agrees to comply with all applicable laws,
rules and regulations and agrees to notify OPERATOR immediately of the nature of such release.
SPRINT hereby indemnifies OPERATOR and holds OPERATOR harmless from any and all costs
(including reasonable attorneys’ fees) and claims of liability or loss that arise out of the
release on the Hub of any Hazardous Substance by SPRINT or anyone acting on behalf of SPRINT.
This Article XXVIII shall survive termination of this Agreement.
	 
	28.3	 	Environmental Law Covenant. Both Parties covenant and warrant that they will conduct
their respective operations so as to comport with all Environmental Laws. Environmental Laws
shall mean any and all laws, statutes, regulations, ordinances, rules, orders, decisions,
judgments, actions, guidelines, standards or policies, which are heretofore or hereafter
enacted, promulgated, issued, ordered or decreed by any federal, tribal, state or local
governmental authority, whether executive, legislative or judicial, and which relate





	 	 	 
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	 	 	to the environment, health, or safety and all regulations, ordinances, rules, orders,
decisions, actions, guidelines or policies, enacted, promulgated, issued, ordered or
decreed thereto.
	 
	28.4	 	Environmental Indemnification. Each Party shall hold the other harmless and
indemnify the other from and assume all duties, responsibility and liability at its sole cost
and expense, for all duties, responsibilities, and liability (for payment of penalties,
sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice,
claim, order, summons, citation, directive, litigation, investigation or proceeding which is
in any way related to: a) its failure to comply with any environmental law, including without
limitation any regulations, guidelines, standards, or policies of any governmental authorities
regulating or imposing standards of liability or standards of conduct with regard to any
environmental concerns or conditions as may now or at any time hereafter be in effect, and b)
any environmental conditions arising out of or in any way related to the condition of the Hub
or activities conducted thereon, but only to the extent the environmental condition was caused
by the actions of the indemnifying Party or anyone acting on its behalf.
	 
	28.5	 	Compliance With Safety. The Parties shall, at their own expense, construct, maintain
and operate their equipment on the Hub in a safe condition. The Parties shall install,
maintain, operate and remove their equipment in accordance with the requirements and
specifications of the latest editions of the Manual of Construction Procedures (Blue Book),
Electric Company Standards, the National Electrical Code (NEC), the National Electrical Safety
Code (NESC) and rules, regulations and provisions of the Occupational Safety and Health Act
(OSHA), or any governing authority having jurisdiction over the subject matter, and as may be
amended from time to time. Where a difference in specifications exists, the more stringent
requirement shall apply.
	 
	28.6	 	Accident Prevention. SPRINT covenants and agrees that SPRINT, its agents,
representatives, employees, contractors and subcontractors shall take all necessary
precautions for their safety and the safety of OPERATOR, its agents, representatives,
employees, contractors and subcontractors and shall comply with all applicable provisions,
federal, state and municipal laws, regulations, ordinances, court orders and administrative
orders thereto to prevent accidents or injury to persons or property on, about or adjacent to
the Hub. SPRINT further agrees that, without limiting the foregoing provision, SPRINT its
agents, representatives, employees, contractors and subcontractors shall comply with the
National Electric Safety Code and OSHA requirements for work clearance for distribution and
transmission lines.





Article XXIX: CASUALTY OR CONDEMNATION




	 	 	 
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	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




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	29.1	 	Casualty. In the event that a Hub, or any part thereof, or any part of the FORNet
Fibers are damaged by fire or other casualty not caused by SPRINT or anyone working on its
behalf, OPERATOR or the Hub landlord, as the case may be, shall have [***] from the date of
damage, if the damage is less than total destruction of the Hub or the FORNet Fibers, in which
to make repairs, and [***] from date of destruction, if the Hub or a substantial portion of
the Network is destroyed, in which to replace the destroyed portion (or such longer periods of
time as might be set forth in the underlying agreement with the Hub landlord), which period of
days shall be suspended during any period in which OPERATOR provides, at OPERATOR’s sole cost
and discretion, an alternative temporary means of transmitting and receiving SPRINT’s
frequencies that provides substantially similar service coverage as the affected FORNet
Fibers. [***].
	 
	29.2	 	Condemnation. If the whole of any Hub, Network or FORNet System or so much of the
Hub, Network or FORNet System as to render it functionally unusable, as determined by
OPERATOR, shall be taken under the power of eminent domain, the affected FORNet License shall
automatically terminate as of the date of transfer of title to the condemning authority.
OPERATOR shall be entitled to collect the entire condemnation award with respect to the Hub
and the Network or the interruption of OPERATOR’s business. SPRINT may, if permitted by law,
pursue a separate condemnation award with respect to the FORNet Systems and FORNet Equipment
or the interruption of SPRINT’s business. No temporary taking of the Hub, the Network or the
affected FORNet System or partial taking of the Hub, the Network or the affected FORNet System
that does not result in a partial or complete termination of SPRINT’s operations shall
terminate the affected FORNet License or give SPRINT any right to any abatement of any
payments owed to OPERATOR pursuant to this Agreement. The remedy set forth in this Section
29.2 shall be SPRINT’s sole and exclusive remedy in the event of a taking or condemnation of
any Hub, Network or FORNet System and neither party shall have any further liability to the
other with respect to such condemnation.





Article XXX: ENTIRE AGREEMENT; AMENDMENT; EXECUTION





	30.1	 	Integration. Except as set forth in any applicable FORNet License, this Agreement
constitutes the entire and final agreement and understanding between OPERATOR and SPRINT with
respect to the subject matter hereof and supersedes all prior agreements relating to the
subject matter hereof, which are of no further force or effect.
	 
	30.2	 	Exhibits. All Attachments and Exhibits referred to herein are integral parts hereof
and are made a part of this Agreement by reference.
	 
	30.3	 	Conflict With Exhibits. In the event of a conflict between the provisions of this
Agreement, any FORNet License and those of any Attachments or Exhibits, the provisions of this
Agreement shall prevail, with respect to legal terms and conditions, each FORNet License shall
prevail with respect to financial terms and conditions, and





	 	 	 
	FORNet Master Services Agreement
	 	 
	SPRINT-NextG

	 	Confidential and Proprietary








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




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	 	 	such Attachments or Exhibits shall prevail with respect to technical specifications and
performance parameters.
	 
	30.4	 	Modification. This Agreement may only be modified or supplemented by an instrument
in writing executed by duly authorized representatives of OPERATOR and SPRINT.
	 
	30.5	 	Counterparts. This Agreement may be executed in one or more counterparts, all of
which taken together shall constitute one and the same instrument.
	 
	30.6	 	Facsimile Execution. This Agreement may be duly executed and delivered by a party by
execution and facsimile delivery of the signature page of a counterpart to the other party,
provided that, if delivery is made by facsimile, the executing party shall promptly deliver a
complete counterpart that it has executed to the other party.
	 
	30.7	 	Underlying Rights Assumption. To the extent permitted by the Underlying Rights, each
FORNet License runs with the Underlying Rights and is binding upon any successor owner of
OPERATOR’s Network, provided, however, SPRINT shall have no rights or claim to the Underlying
Rights or the FORNet Fibers beyond the continued provision of the Network Services during the
Term of this Agreement.





XXXI. DIVERSITY IN VENDOR CONTRACTING





	31.1	 	SPRINT is committed to equal employment and Contractor diversity. As part of this commitment,
it is the policy of SPRINT that small business concerns, veteran-owned small business
concerns, HUBZone small business concerns, women-owned small business concerns, small
disadvantaged business concerns (including 8(a) business concerns) and historically black
colleges and universities and minority institutions (“Diverse Contractors,” as further defined
in Section 9.6 below) shall have the maximum practicable opportunity to participate in
performance of contracting between SPRINT and its Contractors. Contractor agrees to carry out
this policy in the award of subcontracts (to the extent permitted hereunder) to Diverse
Contractors to the fullest extent consistent with efficient contract performance.
	 
	31.2	 	OPERATOR agrees to establish and conduct a program, which will enable Diverse Contractors to
be considered fairly as subcontractors and contractors under OPERATOR’s contracts with SPRINT.
In order to establish and conduct such a program, OPERATOR shall:






	 	31.3	 	Assist Diverse Contractors by arranging contracting opportunities,
quantities, specifications and delivery schedules so as to facilitate the
participation by such business concerns.
	 
	 	31.4	 	Provide adequate and timely consideration of the potentialities of Diverse
Contractors in all “make-or-buy” decisions.





	 	 	 
	FORNet Master Services Agreement
	 	 
	SPRINT-NextG

	 	Confidential and Proprietary








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




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	 	31.5	 	Designate a liaison manager who shall be responsible for interfacing with and
administering subcontracting opportunities for Diverse Contractors.
	 
	 	31.6	 	Counsel and discuss subcontracting opportunities with representatives of
Diverse Contractors.
	 
	 	31.7	 	Maintain records showing (i) procedures adopted by OPERATOR to comply with
the policy and procedures set forth in this Agreement, including the establishment of
a source list of Diverse Contractors; (ii) awards to Diverse Contractors on the source
list; and (iii) specific efforts to identify and award contracts to Diverse
Contractors.
	 
	 	31.8	 	Cooperate with SPRINT representatives in any studies and surveys of
OPERATOR’s Diverse Contractors procedures and practices that SPRINT may conduct
periodically.






	31.9	 	Each year of the Term, OPERATOR is required to use commercially reasonable efforts to spend a
minimum of [***] of the total of that year’s value of this Agreement with Diverse Contractors
during the Term. OPERATOR shall provide quarterly reports describing the subcontractors and
the total amount subcontracted to each pursuant to the terms of this Agreement throughout the
Term. SPRINT recognizes and agrees that the spending requirement referenced above may be
achieved by using subcontractors who do not perform work directly for SPRINT with respect to
this Agreement.
	 
	31.10	 	Within thirty (30) calendar days of the Effective Date, OPERATOR shall provide SPRINT with a
strategic plan outlining the methodology to be used by OPERATOR to meet its contractual
obligation to SPRINT regarding the use of Diverse Contractors. The plan must include
implementation of the OPERATOR’s diversity subcontracting strategy. OPERATOR shall prepare
and submit reports detailing OPERATOR’s actual performance of the policy and procedures of
this Agreement within fifteen (15) calendar days of the end of each quarter. Such reports
shall include the total amount of invoices expressed in dollars paid by SPRINT to OPERATOR for
products and services under this Agreement as well as the total amount expressed in dollars of
subcontracts between OPERATOR and any Diverse Contractors during that quarter. OPERATOR shall
submit such reports in a form prescribed by SPRINT.




IN WITNESS WHEREOF and in confirmation of their consent to the terms and conditions contained in
this Agreement and intending to be legally bound hereby, OPERATOR and SPRINT have executed this
Agreement as of the dates set forth below.




	 	 	 	 	 	 	 
	Date: August 31, 2006
	 	SPRINT	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Karen M. Holman
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Print Name:
	 	Karen M. Holman
 

	 	 






	 	 	 
	FORNet Master Services Agreement
	 	 
	SPRINT-NextG

	 	Confidential and Proprietary








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




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	 	Title:
	 	Manager — SCM
 

	 	 
	 
	 	 	 	 	 	 
	Date: 8/16/2006	 	NEXTG NETWORKS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Georges
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Print Name:
	 	John Georges
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	CEO
 

	 	 






	 	 	 
	FORNet Master Services Agreement
	 	 
	SPRINT-NextG

	 	Confidential and Proprietary








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




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EXHIBIT A: FORNet LICENSE AGREEMENT




FORNet LICENSE AGREEMENT




     THIS FORNet License Agreement (the “Site Agreement”) is made as of the latter signature date
hereof (the “Execution Date”), pursuant to the FORNet Master Services Agreement (“FMSA”) by and
between NEXTEL OPERATIONS, a Delaware corporation, d/b/a SPRINT, (together with its successors,
permitted assigns and communications affiliates that may hereafter enter into a Site Agreement,
hereinafter collectively referred to as “SPRINT”) and NEXTG NETWORKS, INC. (hereinafter referred to
as “OPERATOR”) dated                     . Unless otherwise defined herein, capitalized terms shall
have the meaning set forth in the FMSA. The parties agree that except as otherwise set forth
herein, the terms and conditions of the FMSA shall govern the relationship of the parties under
this Site Agreement and that the FMSA is incorporated herein by reference. In the event of a
conflict or inconsistency between the terms of the FMSA and this FORNet License Agreement, the
terms of this Site Agreement shall govern and control.




	 	1.	 	SPRINT FORNet Name/Number:
	 
	 	2.	 	Operator Network Name/Number:
	 
	 	3.	 	Name of Licensor:
	 
	 	4.	 	Name of Licensee:
	 
	 	5.	 	Name of Utility Plant Owner(s):
	 
	 	6.	 	Date and Term of Underlying Rights Agreements (list each):
	 
	 	7.	 	Hub Address:
	 
	 	8.	 	Hub Latitude and Longitude:
	 
	 	9.	 	FORNet Remote Node Installations: See Exhibit A-3
	 
	 	9.	 	Centerline Antenna Height:
	 
	 	10.	 	Monthly License Fee:
	 
	 	11.	 	Acceptance Date (estimated or to be filled in upon Acceptance Date).
	 
	 	12.	 	Initial Term: [***] commencing on the Acceptance Date.





	 	 	 
	FORNet Master Services Agreement
	 	 
	SPRINT-NextG

	 	Confidential and Proprietary








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




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	 	13.	 	Renewal Terms: [***]
	 
	 	14.	 	Square Feet of Hub Space (if applicable):
	 
	 	15.	 	Licensor Contact for Emergencies:
	 
	 	16.	 	Licensee Contact for Emergencies:
	 
	 	17.	 	Licensor Address for Payment:
	 
	 	18.	 	SPRINT Address for Notice:





	 	 	 	 	 	 	 
	     19.

	 	Operator Address for Notice:
	 	 

	 	 
	 
	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 

 	 	 
	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	         

	 	With a Copy to:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 

	 	 







	 	20.	 	Network Specific Provisions:
	 
	 	21.	 	Special Access Requirements:





	 	 	 
	FORNet Master Services Agreement
	 	 
	SPRINT-NextG

	 	Confidential and Proprietary








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.




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     IN WITNESS WHEREOF, the parties hereto have set their hands as of the signature date set forth
below.



	 	 	 	 	 	 	 	 	 
	 	 	Licensor:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Printed Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	Signature Date:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Licensee:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 

	 	 	 	Printed Name:
	 	 

	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	Signature Date:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






	 	 	 
	FORNet Master Services Agreement
	 	 
	SPRINT-NextG

	 	Confidential and Proprietary








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the
Securities and Exchange Commission. Omitted portions have been filed separately with the
Commission.






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ATTACHMENT A-1 




FORNet LICENSE AGREEMENT




FORNet HUB EQUIPMENT




[specific to each FORNet LICENSE]




	 	 	 	 	 
	FORNet Master Services Agreement

	 	 	 	 
	SPRINT-NextG

	 	Confidential and Proprietary
	 	 








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.





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ATTACHMENT A-2 




FORNet LICENSE AGREEMENT




NETWORK EQUIPMENT




[specific to each FORNet LICENSE]




	 	 	 	 	 
	FORNet Master Services Agreement

	 	 	 	 
	SPRINT-NextG

	 	Confidential and Proprietary
	 	 








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.





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ATTACHMENT A-3 




FORNet LICENSE AGREEMENT




FORNet REMOTE NODE EQUIPMENT AND INSTALLATIONS




[specific to each FORNet LICENSE]




	 	 	 	 	 
	FORNet Master Services Agreement

	 	 	 	 
	SPRINT-NextG

	 	Confidential and Proprietary
	 	 








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.





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ATTACHMENT A-4 




FORNet LICENSE AGREEMENT




UNDERLYING RIGHTS




[specific to each FORNet LICENSE]




	 	 	 	 	 
	FORNet Master Services Agreement

	 	 	 	 
	SPRINT-NextG

	 	Confidential and Proprietary
	 	 








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.





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EXHIBIT B: FORNet SYSTEM ACCEPTANCE CRITERIA AND TESTING PROCEDURES




[***]




	 	 	 	 	 
	Acceptance Date:

	 	 
	 	 
	 

	 	 

	 	 






	 	 	 	 	 	 	 	 	 	 	 
	NEXTG NETWORKS

	 	 
	 	 
	 	SPRINT
	 	 
	. 	 
	 

	 	 

	 	 	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 
	 	 
	 	By:
	 	 	 	 
	Name:

	 	 

	 	 	 	Name:
	 	 

	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 






	 	 	 	 	 
	FORNet Master Services Agreement

	 	 	 	 
	SPRINT-NextG

	 	Confidential and Proprietary
	 	 








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.





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ATTACHMENT B-1




FORNet LICENSE AGREEMENT




FORNet System Completion Notice




[specific to each FORNet LICENSE]




	 	 	 	 	 
	FORNet Master Services Agreement

	 	 	 	 
	SPRINT-NextG

	 	Confidential and Proprietary
	 	 








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.





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EXHIBIT
C: NETWORK POLICIES AND PROCEDURES
[Superseded by current Network Policies and Procedures filed as Exhibit
C To Exhibit 10.14 To The Registration Statement]





	 	 	 	 	 
	FORNet Master Services Agreement

	 	 	 	 
	SPRINT-NextG

	 	Confidential and Proprietary
	 	 








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.





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EXHIBIT D: [***]




[***]




	 	 	 	 	 
	FORNet Master Services Agreement

	 	 	 	 
	SPRINT-NextG

	 	Confidential and Proprietary
	 	 








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.





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EXHIBIT E: INVOICING PROCEDURES



All invoices MUST contain the following information:




          [***]




Additional Invoice Instructions: 



In addition to the requirements listed above and those contained in the applicable Purchase Order,
please note the following instructions:




          [***]



Attached is a sample invoice for your reference. To avoid any potential payment delays and to
ensure compliance with these new requirements, please send sample invoices for review and approval
by your SPRINT Buyer. Additionally, in order to facilitate payment, SPRINT encourages payment via
direct deposit.




	 	 	 	 	 
	FORNet Master Services Agreement

	 	 	 	 
	SPRINT-NextG

	 	Confidential and Proprietary
	 	 








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.





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SAMPLE INVOICE




INVOICE DATE

INVOICE NUMBER




VENDOR NAME

VENDOR’S SPRINT ID #

VENDOR CONTACT

VENDOR CONTACT PHONE NUMBER




VENDOR ADDRESS




VENDOR REMIT TO ADDRESS




PAYMENT TERMS:




SPRINT

P.O. Box 10850

McLean, VA 22102




SPRINT PO NUMBER: 123456




	 	 	 	 	 	 	 
	PO LINE

	 	PO LINE
	 	TOTAL     

	NO.

	 	DESCRIPTION
	 	AMOUNT

	 
	 	 	 	 	 	 
	1.

	 	Site # - Site Name - Leasing
	 	$	3,000.00	 
	3.

	 	Site # - Site Name - Construction
	 	$	2,000.00	 






NOTE: These line descriptions should be identical to what is on the PO.




	 	 	 	 	 
	Sub-total Goods/Materials
	 	$	0,000.00	 
	Sub-total Services
	 	$	5000.00	 
	 
	VA Sales Tax
	 	$	000.00	 
	Freight/Shipment
	 	$	00.00	 
	 
	Invoice Total
	 	$	5,000.00	 






	 	 	 	 	 
	FORNet Master Services Agreement

	 	 	 	 
	SPRINT-NextG

	 	Confidential and Proprietary
	 	 








 




			
	***	 	Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission.






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