exv10w14







Exhibit
10.14



CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.




1st Amendment to FORNet Master Services Agreement





Preamble




This 1st Amendment to FORNet Master Services Agreement (this “Amendment”)
is entered into effective as of this 19th day of March, 2007 (the “Effective
Date”), by and between NEXTEL OPERATIONS, a Delaware corporation, d/b/a Sprint, together
with its successors, permitted assigns and communications affiliates(“Sprint”) and
NextG Networks, Inc. (“NextG”).




Background




A. Sprint and NextG entered into that certain FORNet Master Services Agreement effective
September 31, 2006 (the “Agreement”).




B. The parties now desire to amend the Agreement to add the attached Joint Operations
Protocol to the Agreement as Exhibit C.




Agreement




For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:




1. Amendment.




(a) The Agreement is hereby amended to attach the Joint Operations
Protocol to the agreement as Exhibit C in its entirety.




(b) The parties acknowledge and agree that the Joint Operations Protocol
attached hereto as Exhibit C shall apply retroactively to any and all
FORNet Licenses previously executed by the parties hereto wherein Sprint
joined a fiber systems owned and operated by NextG.




(c) Notwithstanding the forgoing, the parties acknowledge and agree that
the Joint Operations Protocol attached hereto as Exhibit C shall NOT apply
to any FORNet Licenses executed by the parties wherein Sprint will
transfer or has transferred ownership of a fiber system to NextG and
remains a licensee thereon, including, without limitation, that certain
FORNet License Agreement Los Angeles FORNet System (LA FORNet System)
dated effective as of January 11, 2007; it being the intent of the parties
that a different operational protocol will be mutually agreed upon by both
parties in such cases.




2. Miscellaneous. This Amendment sets forth the complete understanding of the parties
pertaining to the amendment to the Agreement described above, and supersedes all prior
negotiations or understandings, whether written or oral, with respect thereto. Except as
specifically provided above, the other terms and conditions of the Agreement are unaffected
by this Amendment.





 




			
	***	 	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.





					
	 	 	 	 	 
	     Nextel Proprietary & Confidential
	 	 
	 	MCA/BDA -2.11.05






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.




Authorized Signatures



Intending to be legally bound, the parties have caused this 1st Amendment to
FORNet Master Services Agreement to be executed by their duly authorized representatives
effective as of the Effective Date.



	 	 	 	 	 	 	 	 	 	 	 
	NEXTEL OPERATIONS, INC.	 	 	 	NEXTG NETWORKS, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Mary D. Lewis
	 	 	 	By:
	 	/s/ John B. Georges	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Signature
	 	 	 	 	 	Signature	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Mary D. Lewis, Manager, Sourcing	 	 	 	John B. Georges, CEO	 	 
	 	 	 	 	 	 	 
	 	 	Printed Name and Title	 	 	 	Printed Name and Title
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated: 4/18, 2007	 	 	 	Dated: March 19, 2007	 	 








 




			
	***	 	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.





					
	 	 	 	 	 
	     Nextel Proprietary & Confidential
	 	 
	 	MCA/BDA -2.11.05







 











 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.





EXHIBIT C: NETWORK POLICIES AND PROCEDURES




Joint Operations Protocol (JOP)




for




Sprint/NextG Networks




Date: 3/02/2007




Security Notice

This document contains confidential information between Sprint Nextel and NextG.

Unauthorized disclosure is prohibited.






 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 1 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.




			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks






THIS PAGE INTENTIONALLY LEFT BLANK






 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 2 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.




			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks






Table of Contents




	 	 	 	 	 
	1. PURPOSE AND SCOPE
	 	 	6	 
	 
	 	 	 	 
	1.1.  Purpose
	 	 	 6	 
	1.2.  Scope
	 	 	 6	 
	 
	 	 	 	 
	2. DEFINITIONS
	 	 	6	 
	 
	 	 	 	 
	3. ROLES AND RESPONSIBILITIES
	 	 	7	 
	 
	 	 	 	 
	3.1.  Points of Demarcation
	 	 	 7	 
	3.1.1. Point A — Hub Demarcation
	 	 	8	 
	3.1.2. Point Z — Node Demarcation
	 	 	8	 
	3.2. Sprint Maintained Network Components
	 	 	 8	 
	3.2.1. Hubs
	 	 	8	 
	3.2.2. Nodes
	 	 	8	 
	3.2.3. [***]
	 	 	9	 
	3.3. NextG Maintained Network Components
	 	 	 9	 
	3.3.1. Outside Plant
	 	 	9	 
	3.3.2. Hubs
	 	 	9	 
	3.4. Sub-Contractor Review
	 	 	 9	 
	3.5. Equipment Replacement — Warranties and Spares
	 	 	 9	 
	3.5.1. Equipment Replaced under Warranty
	 	 	9	 
	3.5.2. Equipment Spares
	 	 	9	 
	3.6. [***]
	 	 	 9	 
	3.7. Points of Contact
	 	 	 9	 
	 
	 	 	 	 
	4. FIBER NETWORK MONITORING, NOTIFICATION AND TRACKING
	 	 	10	 
	 
	 	 	 	 
	4.1. Roles and Responsibilities
	 	 	10	 
	4.1.1. Sprint
	 	 	10	 
	4.1.2. NextG
	 	 	10	 
	4.2. Fiber Fault Types and Restoration Expectations
	 	 	10	 
	4.2.1. Service Affecting Condition
	 	 	10	 
	4.2.2. Potential Service Affecting Condition
	 	 	10	 
	4.3. Monitoring, Notification, Tracking and Resolution Process
	 	 	11	 
	4.3.1. Process Highlights
	 	 	11	 
	4.3.2. Events and Action Flow Matrix
	 	 	11	 
	4.4. Event Escalations
	 	 	11	 
	4.5. Reporting
	 	 	11	 
	 
	 	 	 	 
	5. FIBER NETWORK FAULT RESTORATION
	 	 	11	 
	 
	 	 	 	 
	5.1. Roles and Responsibilities
	 	 	11	 
	5.1.1. Sprint
	 	 	11	 
	5.1.2. NextG
	 	 	11	 
	5.2. Fiber Fault Types and Restoration Requirements
	 	 	11	 
	5.3. [***]
	 	 	12	 
	5.3.1. Service Affecting Condition
	 	 	12	 
	5.3.2. Potential Service Affecting Condition
	 	 	12	 
	5.3.3. Other
	 	 	12	 
	5.4. Restoration Process
	 	 	12	 
	5.5. [***]
	 	 	12	 
	5.6. Reporting
	 	 	12	 
	 
	 	 	 	 
	6. FIBER NETWORK MAINTENANCE
	 	 	12	 
	 
	 	 	 	 
	6.1. Roles and Responsibilities
	 	 	12	 
	6.1.1. Sprint
	 	 	12	 







 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 3 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.




			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks






	 	 	 	 	 
	6.1.2. NextG
	 	 	13	 
	6.2. General Maintenance
	 	 	13	 
	6.3. Fiber Degradation Maintenance
	 	 	13	 
	6.4. Maintenance Requests
	 	 	13	 
	6.5. Maintenance Request Process
	 	 	13	 
	6.6. Service-Affecting Event Management
	 	 	13	 
	6.7. Closing Notification
	 	 	14	 
	6.8. Excavation Damage Prevention
	 	 	14	 
	6.9. Reporting
	 	 	14	 
	 
	 	 	 	 
	7. NETWORK MOVES, ADDS & CHANGES (MACS)
	 	 	14	 
	 
	 	 	 	 
	7.1. Roles and Responsibilities
	 	 	14	 
	7.1.1. Sprint
	 	 	15	 
	7.1.2. NextG
	 	 	15	 
	7.2. Closing Notification of MAC Event
	 	 	15	 
	 
	 	 	 	 
	8. NOTICES
	 	 	15	 
	 
	 	 	 	 
	9. FIBER NETWORK TESTING, SPECIFICATIONS AND CONSTRUCTION REQUIREMENTS
	 	 	15	 
	 
	 	 	 	 
	9.1. Sprint Fibers, Spans and Acceptance Testing
	 	 	15	 
	9.1.1. Baseline Specifications
	 	 	16	 
	9.1.2. Means and Methods of Testing Sprint Fibers
	 	 	16	 
	9.1.3. Re-Testing
	 	 	16	 
	9.2. Sprint Fibers and Span Limitations and Specifications
	 	 	16	 
	9.2.1. Wavelength Results (for Insertion Loss testing and OTDR testing)
	 	 	16	 
	9.2.2. Dispersion Results
	 	 	16	 
	9.2.3. Single Splice Loss Results (for OTDR testing)
	 	 	16	 
	9.2.4. Connector(s) and/or Jumper(s)
	 	 	16	 
	9.2.5. Loss of a Point Discontinuity (for OTDR testing)
	 	 	16	 
	9.3. Fiber Network Construction Requirements
	 	 	16	 
	9.3.1. Sprint Fiber Requirements
	 	 	16	 
	9.3.2. Sprint Fiber Installation Requirements
	 	 	16	 
	9.3.3. Outside Plant Termination Requirements
	 	 	16	 
	9.3.4. Outside Plant Termination Housing Panel Labeling
	 	 	16	 
	 
	 	 	 	 
	10. PHYSICAL SECURITY AND ACCESS CONTROL MANAGEMENT
	 	 	17	 
	 
	 	 	 	 
	10.1. Roles and Responsibilities
	 	 	17	 
	10.1.1. Sprint
	 	 	17	 
	10.1.2. NextG
	 	 	17	 
	10.2. Secure Entry and Management at NextG Sites
	 	 	17	 
	10.2.1. Lock and Key/Code Control
	 	 	17	 
	10.2.2. Employee and Contractor Responsibilities
	 	 	17	 
	10.2.3. Visitor Processing and Control
	 	 	17	 
	10.3. Secure Entry and Management at Sprint/NextG Adjoined and Separately Owned or Controlled
Sites
	 	 	17	 
	10.4. Secure Entry and Management at Sprint Owned or Controlled Sites
	 	 	17	 
	 
	 	 	 	 
	11. ESCALATION PROCEDURES
	 	 	18	 
	 
	 	 	 	 
	11.1. Service Affecting Condition Escalation Times
	 	 	18	 
	11.2. Potential Service Affecting Condition Escalation Times
	 	 	18	 
	11.3. Escalation Contact Information
	 	 	18	 
	 
	 	 	 	 
	12. NETWORK EVENT, PERFORMANCE AND INCIDENT REPORTING
	 	 	18	 
	 
	 	 	 	 
	12.1. Post Mortem Fiber Fault Report
	 	 	18	 
	12.2. [***]
	 	 	18	 
	12.3. [***]
	 	 	18	 
	12.4. Security Incident Report
	 	 	18	 







 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 4 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.




			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks






	 	 	 	 	 
	13. UTILIZATION AUDIT METHODOLOGY AND STATISTICS
	 	 	19	 
	 
	 	 	 	 
	14. POINTS OF CONTACT
	 	 	19	 
	 
	 	 	 	 
	APPENDIX A — PHYSICAL SECURITY REQUIREMENTS WHEN THIRD-PARTY ACCESS TO SPRINT PROPERTY IS REQUIRED
	 	 	20	 
	 
	 	 	 	 
	APPENDIX B — POINTS OF CONTACT
	 	 	21	 
	 
	 	 	 	 
	APPENDIX C — [***]
	 	 	23	 
	 
	 	 	 	 
	APPENDIX D — NEXTG MAINTENANCE REQUEST FORM
	 	 	24	 








 




			
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Exchange Commission. Omitted portions have been filed separately with the Commission.





			
	 	 	 
	Confidential to Sprint Nextel and NextG
	 	Page 5 of 25







 









 








CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.




			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks





THIS FORNet Joint Operation Protocol (the “JOP”) is pursuant to the FORNet Master Services
Agreement (“FMSA”) by and between LICENSEE (NEXTEL OPERATIONS, a Delaware corporation, d/b/a
SPRINT, together with its successors, permitted assigns and communications affiliates that may
hereafter enter into JOP, hereinafter collectively referred to as “SPRINT”) and LICENSOR (NEXTG
NETWORKS, INC., hereinafter referred to as “OPERATOR”) dated August 31, 2006. 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 JOP 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 Joint Operations
Protocol, the terms of the JOP shall govern and control.





	1.	 	Purpose and Scope






	 	1.1.	 	Purpose
	 
	 	 	 	The Joint Operations Protocol (JOP) for Sprint/NextG Fiber Networks defines the
procedures, processes and guidelines to be followed by Sprint and NextG to ensure that
the Fiber Network is maintained and operated in accordance with Sprint’s expectations.
	 
	 	1.2.	 	Scope
	 
	 	 	 	The JOP addresses the Fiber Network operational responsibilities for Fiber Networks
covered by the FMSA.






	2.	 	Definitions
	 
	 	 	For purposes of this JOP and its Appendices and Attachments, all capitalized terms will have
the meaning as defined in the JOP.
	 
	 	 	“Fiber Network” means the [***]. This includes:
	 
	 	 	     [***]
	 
	 	 	“Hubs” means the location(s) where the building(s) containing Sprint’s BTS equipment, DAS
host equipment and the main fiber termination panels for each DAS sub-network are located.
	 
	 	 	“Joint Operations Protocol (JOP)” means the main JOP document (this document) and its
Appendices and Attachments.
	 
	 	 	“MAC” means Fiber Network moves, adds or changes. This includes any changes to the Fiber
Network to include adding Third-Party Users, adding fiber or equipment to the Fiber Network,
or any other change to the fiber or facilities included in the Fiber Network.
	 
	 	 	“Method of Procedure (MOP)” means a written procedure providing detailed step-by-step
instructions meeting industry standards for completing a job.
	 
	 	 	“Node” means the location where a Sprint FORNet Remote Node is connected to Sprint Fibers.
	 
	 	 	“NextG NOC” means the network operations center NextG will use for alarm monitoring of the
Fiber Network.
	 
	 	 	“Pigtail Connectors” means a short length of optical fiber, with a connector at one end that
connects the Sprint Fibers supplied by NextG to the Sprint Network through an HDF panel, LGX
or other similar equipment or directly to Sprint Equipment.







 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 6 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.




			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks







	 	 	“Potential Service Affecting Condition” means any condition on the Fiber Network identified
by either Party that if left unchecked and uncorrected significantly increases the risk of a
Service-Affecting Condition and any anticipated Services to the Fiber Network, MACs or other
actions that could create a Service Affecting Condition.
	 
	 	 	“Service(s)” means the maintenance and repair of the Sprint Fibers by NextG to the standards
set forth in this JOP and its Appendices and Attachments.
	 
	 	 	“Service Affecting Condition” means a failure that interferes with the ability of the Sprint
Fibers to function in compliance with the Specifications that impacts services provided to
Sprint customers and/or the operation of Sprint equipment.
	 
	 	 	“Specifications” are the fiber specifications and standards contained in the JOP.
	 
	 	 	“Sprint Equipment” means the communications equipment owned by Sprint to put the Sprint
Fibers into service but expressly does not include the sprint fiber.
	 
	 	 	“Sprint Equipment Space” means the space occupied and maintained by Sprint that contains
Sprint Equipment.
	 
	 	 	“Sprint Fiber(s)” means those fibers within the Fiber Network that are the subject of a
FORNet License Agreement under the FMSA.
	 
	 	 	“Sprint Network” means the Sprint owned or controlled communication network, including the
PCS network, iDEN network, broadband wireless network, local network, international network,
risers within any Sprint Site or Sprint Equipment, if any but expressly does not include the
Sprint Fiber.
	 
	 	 	“Sprint NMC” means the network management center Sprint will use for alarm monitoring of
Sprint’s DAS networks including Sprint Fibers.
	 
	 	 	“Sprint Sites” means the locations connected by the Sprint Fibers where Sprint maintains
Sprint Equipment including but not limited to points of presence, Hubs or Nodes.
	 
	 	 	“Third-Party User” means a third party who by contract with or permission of NextG is using
the Fiber Network.
	 
	3.	 	Roles and Responsibilities
	 
	 	 	The assignment of operational roles and responsibilities is generally determined by the use -
exclusive or shared — of the underlying network asset.
	 
	 	 	NextG will have total operational responsibility for the Fiber Network and Services of the
Sprint Fibers, with the exception of alarm monitoring of Sprint Equipment. Sprint shall
notify NextG of suspected fiber issues relating to the Nodes as provided below.
	 
	 	 	Operational responsibilities are summarized below and further defined in the JOP.






	 	3.1.	 	Points of Demarcation
	 
	 	 	 	There are two (2) defined points of demarcation between Sprint and NextG — the A
Demarcation located at the Hubs and the Z Demarcation located at the Nodes. Sprint and
NextG will coordinate for joint testing and access at each demarcation point.







 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 7 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.




			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks







	 	3.1.1.	 	Point A — Hub Demarcation
	 
	 	 	 	The operational demarcation point at the Hubs is the front connector panel of the
optical cross-connect shelves. The front connector panels shall be labeled to
identify Sprint Fibers according to Sprint’s identification standards.
	 
	 	 	 	NextG will have access to the Hub facility for access to the demarcation.
	 
	 	3.1.2.	 	Point Z — Node Demarcation
	 
	 	 	 	The operational demarcation point at the Nodes will be the fiber connectors inside
the Node cabinet that interface with the Node equipment shelf for working fibers
and non-terminated spares.
	 
	 	 	 	NextG will have controlled access to the Node cabinet for access to the demarcation point.






	 	3.2.	 	 Sprint Maintained Network Components






	 	3.2.1.	 	Hubs
	 
	 	 	 	Hub building, HVAC, fire suppression system, cabling systems and cables;
	 
	 	 	 	Emergency generators, fuel tanks, transfer switches, batteries, rectifiers, power
panels and distribution system;
	 
	 	 	 	Host Units and associated equipment;
	 
	 	 	 	Grounding and lightning protection;
	 
	 	 	 	Fiber management system (e.g., cross connect shelves, fiber jumpers and racks from
demarc point A to host units).
	 
	 	 	 	Sprint retains ownership and operational responsibility for all BTS/EBTS and
backhaul transmission equipment located in the Hub including:
	 
	 	 	 	CDMA/iDEN equipment (BTS/EBTS and related);
	 
	 	 	 	GPS antennas and related coaxial cables;
	 
	 	 	 	T1 and transmission equipment and services to Sprint’s MSC/MSO (mobile switching
center/mobile switching office) and NMC (network management center);
	 
	 	 	 	EMS/NMS PC and Sprint modem.
	 
	 	3.2.2.	 	Nodes
	 
	 	 	 	Cabinets;
	 
	 	 	 	Electronics;
	 
	 	 	 	Antennas where Sprint is sole user;
	 
	 	 	 	Battery backup;
	 
	 	 	 	Ground furniture space outside of the utility service connection demarcation.







 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 8 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.




			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks







	 	3.2.3.	 	[***]






	 	3.3.	 	NextG Maintained Network Components
	 
	 	 	 	[***].






	 	3.3.1.	 	Outside Plant
	 
	 	 	 	[***]
	 
	 	3.3.2.	 	Hubs
	 
	 	 	 	[***].






	 	3.4.	 	Sub-Contractor Review
	 
	 	 	 	NextG shall inform Sprint of the contractors being considered for use by NextG in
performing potential service affecting activities on the Fiber Network and shall give
due consideration to any concerns raised by Sprint regarding the use of sub-contractors
for which Sprint has expressed a concern.
	 
	 	3.5.	 	Equipment Replacement — Warranties and Spares






	 	3.5.1.	 	Equipment Replaced under Warranty
	 
	 	 	 	Numerous manufacturer and other vendor warranties for the materials and equipment
services exist that cover the Network. These warranties may be held by Sprint or
by NextG.
	 
	 	 	 	Sprint and NextG will identify all warranties, the terms of the warranties and the
Party that will hold the warranties.
	 
	 	 	 	Sprint and NextG should hold the equipment and service warranties related to
equipment and services under their respective operational control, per sections
3.2 (Sprint Maintained Network Components) and 3.3 (NextG Maintained Network
Components) to the extent possible.
	 
	 	 	 	If the defective equipment is covered by a warranty, the Party assigned the
warranty will coordinate with the vendor to ensure the terms of the warranty are
met.
	 
	 	3.5.2.	 	Equipment Spares
	 
	 	 	 	Sprint Maintained Spares
	 
	 	 	 	Sprint will maintain spares for all equipment maintained by Sprint.
	 
	 	 	 	NextG Maintained Spares
	 
	 	 	 	NextG will maintain spares for all equipment maintained by NextG.






	 	3.6.	 	[***]
	 
	 	3.7.	 	Points of Contact
	 
	 	 	 	Sprint and NextG will provide a single point of contact (POC) for each operations
function and for each Fiber Network, if different. These POCs will be identified per
Section 14 — Points of Contact.







 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 9 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.




			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks







	4.	 	Fiber Network Monitoring, Notification and Tracking
	 
	 	 	This section establishes requirements, polices and procedures for alarm monitoring,
notification, tracking and trouble ticket closure between Sprint and NextG as it relates to
the Sprint Fibers.
	 
	 	 	Sprint’s NMC will monitor the performance of Sprint Fibers using alarm conditions received
from its Node and Hub equipment. Sprint will notify NextG’s NOCC of all fiber faults for
restoration by NextG according to the service levels and procedures defined in the JOP.
	 
	 	 	NextG’s assumption of responsibility for Fiber Network operations does not change any
hardware, software or connectivity of Sprint’s NMS architecture. The only change will be in
the processes regarding notification, tracking and clearing of fiber alarms between Sprint
and NextG.






	 	4.1.	 	Roles and Responsibilities
	 
	 	 	 	[***].






	 	4.1.1.	 	Sprint
	 
	 	 	 	Sprint’s responsibilities include:
	 
	 	 	 	[***].
	 
	 	4.1.2.	 	NextG
	 
	 	 	 	NextG’s responsibilities include:
	 
	 	 	 	[***].






	 	4.2.	 	Fiber Fault Types and Restoration Expectations
	 
	 	 	 	There are two fiber fault types — Service Affecting Condition and Potential Service
Affecting Condition — each with expected time to restore and peer-to-peer
communications between the NextG NOC and Sprint NMC.
	 
	 	 	 	[***].






	 	4.2.1.	 	Service Affecting Condition





	 	 	 
	Description	 	Action
	Initial Notification

	 	[***].
	[***]

	 	[***].
	Update Interval

	 	[***].







	 	4.2.2.	 	Potential Service Affecting Condition





	 	 	 
	Description	 	Action
	Initial Notification

	 	[***].
	[***]

	 	[***]
	Update Interval

	 	[***].
	Sprint/NextG Peer-to-Peer Communications

	 	[***].








 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 10 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.




			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks







	 	4.3.	 	Monitoring, Notification, Tracking and Resolution Process
	 
	 	 	 	The following summarizes the alarm monitoring, notification, tracking and resolution
process to be followed by Sprint and NextG:






	 	4.3.1.	 	Process Highlights
	 
	 	 	 	[***]
	 
	 	4.3.2.	 	Events and Action Flow Matrix
	 
	 	[***]	 	






	 	4.4.	 	Event Escalations
	 
	 	 	 	Escalation procedures are defined in Section 11 — Escalation Procedures.
	 
	 	4.5.	 	Reporting
	 
	 	 	 	NextG will provide Sprint reports per Section 12 — Network Event, Performance and
Incident Reporting.






	5.	 	Fiber Network Fault Restoration
	 
	 	 	[***].






	 	5.1.	 	Roles and Responsibilities
	 
	 	 	 	[***].
	 
	 	 	 	The roles and responsibilities of Sprint and NextG relating to the repair of the Sprint
Fibers are further defined below.






	 	5.1.1.	 	Sprint
	 
	 	 	 	Sprint’s responsibilities include:
	 
	 	 	 	     [***]
	 
	 	5.1.2.	 	NextG
	 
	 	 	 	NextG’s responsibilities include:
	 
	 	 	 	     [***]






	 	5.2.	 	Fiber Fault Types and Restoration Requirements
	 
	 	 	 	This section provides the trouble handling expectations based on two fiber fault types:






	 	1.	 	Service Affecting Condition, and
	 
	 	2.	 	Potential Service Affecting Condition







 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 11 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.



			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks







	 	5.3.	 	[***]
	 
	 	 	 	Immediately upon learning of a Service Affecting Condition or a Potential Service
Affecting Condition from any source including Sprint’s NMC and NextG’s NOC, NextG will
respond and commence work as follows:






	 	5.3.1.	 	Service Affecting Condition
	 
	 	 	 	[***].
	 
	 	5.3.2.	 	Potential Service Affecting Condition
	 
	 	 	 	[***].
	 
	 	5.3.3.	 	Other
	 
	 	 	 	[***].






	 	5.4.	 	Restoration Process
	 
	 	 	 	NextG will follow the following fiber fault restoration process:
	 
	 	 	 	     [***].
	 
	 	 	 	NextG should, at a minimum, have the following available for responding to fiber faults:
	 
	 	 	 	     [***]
	 
	 	5.5.	 	[***]
	 
	 	 	 	[***].
	 
	 	5.6.	 	Reporting
	 
	 	 	 	NextG will provide Sprint reporting metrics as defined in Section 12 — Network Event,
Performance and Incident Reporting.






	6.	 	Fiber Network Maintenance
	 
	 	 	This section documents service levels and maintenance processes that NextG will be expected
to meet and to perform as the owner of the Fiber Network containing Sprint Fibers.






	 	6.1.	 	Roles and Responsibilities
	 
	 	 	 	The roles and responsibilities of Sprint and NextG relating to the maintenance of Sprint
Fibers are further defined below.






	 	6.1.1.	 	Sprint
	 
	 	 	 	Sprint’s responsibilities include:
	 
	 	 	 	[***]







 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 12 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.



			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks







	 	6.1.2.	 	NextG
	 
	 	 	 	NextG’s responsibilities include:
	 
	 	 	 	[***]






	 	6.2.	 	General Maintenance
	 
	 	 	 	[***].
	 
	 	6.3.	 	Fiber Degradation Maintenance
	 
	 	 	 	[***].
	 
	 	6.4.	 	Maintenance Requests
	 
	 	 	 	NextG will notify Sprint’s Change Management Control (CMC) POC (see Section 13 — Points
of Contact) of all scheduled preventive maintenance activities at least 15 calendar days
prior to the service being performed. Appendix D — NextG Maintenance Request Form will
be used to notify the CMC of planned events.
	 
	 	 	 	All requests for maintenance must include:
	 
	 	 	 	[***].
	 
	 	6.5.	 	Maintenance Request Process
	 
	 	 	 	When Sprint receives a request for scheduled maintenance, Sprint will verify the date,
time, location and activity to ensure no conflicts exist with either on-going or
previously scheduled work. If a conflict exists, Sprint’s CMC and NextG’s NOC will
coordinate to establish a new date if possible.
	 
	 	 	 	Sprint will review the work detail provided to assure requests are properly prepared and
that the risk involved is acceptable before approving maintenance requests. If the
necessary information, such as [***], is not provided, Sprint may return the request and
NextG will provide the necessary information as required. The request for more
information will not delay the work if such work may not be performed at any other time
(e.g., time mandated by jurisdiction) and otherwise may not delay the work by more than
[***].
	 
	 	 	 	[***]
	 
	 	 	 	Sprint will have [***] to review MOPs to correct deficiencies and formulate appropriate
changes. MOPs will be commented on by Sprint’s CMC via electronic mail or fax.
	 
	 	 	 	Sprint will have [***] from receipt of a complete maintenance request, with a MOP, to
acknowledge the scheduled maintenance. Final decision to proceed with maintenance will
reside with NextG and result from collaboration between NextG and Sprint.
	 
	 	6.6.	 	Service-Affecting Event Management
	 
	 	 	 	Sprint will be permitted to oversee all scheduled Service Affecting Conditions and
Potential Service Affecting Conditions. Conference bridge setups, etc. will be used in
support of this effort. In addition to a Sprint approved MOP, NextG must notify the
Sprint NMC immediately prior to beginning work.
	 
	 	 	 	NextG will provide sufficient information to allow Sprint to:







 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 13 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.



			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks







	 	 	 	[***]
	 
	 	6.7.	 	Closing Notification
	 
	 	 	 	When any Service Affecting Condition or Potential Service Affecting Condition
maintenance is considered complete and all components are operationally ready, NextG
will notify Sprint’s NMC. NextG will request approval to close the trouble ticket and
discontinue fault restoration/maintenance effort. NextG will remain on site until
Sprint’s NMC has verified that all related alarm conditions have been cleared.
	 
	 	 	 	When alarms have been verified cleared and the activity is considered complete, NextG
will coordinate final event closure with Sprint. If contingency plans were implemented
to protect the network during the performance of scheduled activities, NextG and Sprint
will direct activities necessary to return the Fiber Network to its normal
configuration.
	 
	 	6.8.	 	Excavation Damage Prevention
	 
	 	 	 	As operator of the Fiber Network, NextG will become a member of and register with all
applicable State and Local One Call Agencies and provide Call before You Dig (CBYD)
services. NextG’s responsibilities include but are not limited to taking and evaluating
calls from the One Call Agencies, performing truck rolls and performing cable locates as
necessary after rolls and locates.
	 
	 	 	 	NextG will monitor third-parties’ excavation activities and provide other means of
protection deemed appropriate to eliminate damage due to excavation activities.
	 
	 	6.9.	 	Reporting
	 
	 	 	 	NextG will provide Sprint a reporting metrics as defined in Section 12 — Network Event,
Performance and Incident Reporting.






	7.	 	Network Moves, Adds & Changes (MACs)
	 
	 	 	This section defines the processes to be used by Sprint and NextG to notify each other of
proposed moves, adds and changes to the Fiber Network.
	 
	 	 	[***].
	 
	 	 	NextG and Sprint will have a mutually approved change management control process in place to:
	 
	 	 	          [***].
	 
	 	 	NextG will:
	 
	 	 	          [***]






	 	 	 	Sprint will have [***] to review MOPs to correct deficiencies and formulate appropriate
changes. MOPs will be commented on by Sprint’s CMC via electronic mail or fax.
	 
	 	7.1.	 	Roles and Responsibilities
	 
	 	 	 	Sprint and NextG will document and report to the other any network MACs that materially
impact the Network including fiber strand allocation, Hub space and remote network pole
assignments.
	 
	 	 	 	Review and define anticipated MACs regarding







 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 14 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.



			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks







	 	•	 	Sprint Sites and Sprint Spaces
	 
	 	•	 	Third-Party Users






	 	7.1.1.	 	Sprint
	 
	 	 	 	Sprint will be responsible for [***].






	 	7.1.1.1.	 	Service-Affecting and Potential-Service Affecting Work and MACs.
	 
	 	 	 	[***]
	 
	 	7.1.1.2.	 	Non Service-Affecting Work and MACs.
	 
	 	 	 	[***]






	 	7.1.2.	 	NextG






	 	7.1.2.1.	 	Service Affecting and Potential Service Affecting Work and MACs
	 
	 	 	 	[***]
	 
	 	7.1.2.2.	 	Fiber Route Map Updates
	 
	 	 	 	[***].
	 
	 	7.1.2.3.	 	Fiber Re-Testing
	 
	 	 	 	[***].






	 	7.2.	 	Closing Notification of MAC Event
	 
	 	 	 	When a MAC is considered complete and all components are operationally ready, the Party
undertaking the activity (or NextG in the event of Third-Party Users) will notify the
other Party’s NMC. The non-undertaking Party will verify that any related alarm
conditions have been cleared.
	 
	 	 	 	When alarms have been verified cleared and the activity is considered complete, the
Parties will coordinate final event closure. If contingency plans were implemented to
protect the Fiber Network during the performance of scheduled activities, NextG and
Sprint will direct activities necessary to return the Fiber Network to its normal
configuration.






	8.	 	Notices
	 
	 	 	Notices relating to Legal and Contractual matters shall be given according to the FMSA.
Notices relating to Operational matters shall be given according to the JOP to the POCs given
in Appendix B — Points of Contact.
	 
	9.	 	Fiber Network Testing, Specifications and Construction Requirements
	 
	 	 	This section documents the Fiber Network testing, specifications and construction
requirements and guidelines that NextG will be expected to meet and to perform as the
operator of the Fiber Network.






	 	9.1.	 	Sprint Fibers, Spans and Acceptance Testing
	 
	 	 	 	NextG will perform fiber testing per this Section and will provide Sprint documented
test results via electronic mail or in CD ROM using GR 196 format.







 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 15 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.



			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks







	 	9.1.1.	 	Baseline Specifications
	 
	 	 	 	[***].
	 
	 	9.1.2.	 	Means and Methods of Testing Sprint Fibers






	 	9.1.2.1.	 	[***]
	 
	 	9.1.2.2.	 	OTDR Testing
	 
	 	 	 	[***].






	 	9.1.3.	 	Re-Testing
	 
	 	 	 	[***].






	 	9.2.	 	Sprint Fibers and Span Limitations and Specifications






	 	9.2.1.	 	Wavelength Results (for Insertion Loss testing and OTDR testing)
	 
	 	 	 	[***].
	 
	 	9.2.2.	 	Dispersion Results
	 
	 	 	 	[***]
	 
	 	9.2.3.	 	Single Splice Loss Results (for OTDR testing)
	 
	 	 	 	[***]
	 
	 	9.2.4.	 	Connector(s) and/or Jumper(s)
	 
	 	 	 	[***].
	 
	 	9.2.5.	 	Loss of a Point Discontinuity (for OTDR testing)
	 
	 	 	 	[***].






	 	9.3.	 	Fiber Network Construction Requirements






	 	9.3.1.	 	Sprint Fiber Requirements
	 
	 	 	 	[***].
	 
	 	9.3.2.	 	Sprint Fiber Installation Requirements
	 
	 	 	 	[***].
	 
	 	9.3.3.	 	Outside Plant Termination Requirements
	 
	 	 	 	[***].
	 
	 	9.3.4.	 	Outside Plant Termination Housing Panel Labeling
	 
	 	 	 	[***]







 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 16 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.



			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks







	10.	 	Physical Security and Access Control Management
	 
	 	 	Physical security measures such as perimeter fences, access gates and surveillance cameras
are designed to protect assets and to keep potential hazards out of a facility and sensitive
areas. When NextG assumes ownership and operational control of certain Sprint Fiber Networks
and with this the potential for fiber-based collocation tenancies, appropriate security
measures must be implemented to ensure adequate protection of all Sprint, NextG and
Third-Party Users Space.
	 
	 	 	This section addresses physical security and access control management for the hub site
(building and property), and addresses three hub site scenarios:






	 	1)	 	NextG owned or controlled,
	 
	 	2)	 	Sprint/NextG-adjoined and separately owned or controlled, and
	 
	 	3)	 	Sprint owned or controlled.






	 	10.1.	 	Roles and Responsibilities






	 	10.1.1.	 	Sprint
	 
	 	 	 	Sprint is responsible for [***].
	 
	 	10.1.2.	 	NextG
	 
	 	 	 	[***].






	 	10.2.	 	Secure Entry and Management at NextG Sites
	 
	 	 	 	The physical security and access control requirements and guidelines defined in this
section apply to NextG sites. NextG sites are those where NextG is the sole owner/lease
holder of the Hub and Hub ground lease.






	 	10.2.1.	 	Lock and Key/Code Control
	 
	 	 	 	     [***].
	 
	 	10.2.2.	 	Employee and Contractor Responsibilities
	 
	 	 	 	Employees and contractors are required to:
	 
	 	 	 	     [***].
	 
	 	10.2.3.	 	Visitor Processing and Control
	 
	 	 	 	The following procedures must be in place for the documentation and control of
visitors:
	 
	 	 	 	     [***].






	 	10.3.	 	Secure Entry and Management at Sprint/NextG Adjoined and Separately Owned or Controlled
Sites
	 
	 	 	 	 [***].
	 
	 	10.4.	 	Secure Entry and Management at Sprint Owned or Controlled Sites
	 
	 	 	 	 [***].







 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 17 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.



			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks







	11.	 	Escalation Procedures
	 
	 	 	This section defines the procedures Sprint and NextG will use to escalate operational matters
that one or both Parties believe are not being appropriately addressed.
	 
	 	 	Escalation procedures are based on fiber fault type as defined in Section 4, Fiber Network
Monitoring, Notification and Tracking, and apply to all types of events.
	 
	 	 	[***].






	 	11.1.	 	Service Affecting Condition Escalation Times





	 	 	 
	 	 	Ticket Duration without
	Escalation Level	 	Progress/Communication
	1st

	 	[***]
	2nd

	 	[***]
	3rd

	 	[***]
	4th

	 	[***]
	5th

	 	[***]







	 	11.2.	 	Potential Service Affecting Condition Escalation Times





	 	 	 
	 	 	Ticket Duration without
	Escalation Level	 	Progress/Communication
	1st

	 	[***]
	2nd

	 	[***]
	3rd

	 	[***]
	4th

	 	[***]
	5th

	 	[***]







	 	11.3.	 	Escalation Contact Information
	 
	 	 	 	Appendix B — Points of Contact contains operations contacts for each Sprint/NextG DAS
Network for which this JOP applies.






	12.	 	Network Event, Performance and Incident Reporting
	 
	 	 	This section defines the reports and reporting processes used by NextG and Sprint to track
and report Network events and performance. NextG will provide Sprint services and
performance reports as defined herein.






	 	12.1.	 	Post Mortem Fiber Fault Report
	 
	 	 	 	[***].
	 
	 	12.2.	 	[***]
	 
	 	12.3.	 	[***]
	 
	 	12.4.	 	Security Incident Report
	 
	 	 	 	[***].







 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 18 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.



			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks







	13.	 	Utilization Audit Methodology and Statistics
	 
	 	 	Audits will be performed in accordance with the applicable Sprint/NextG Agreement.
	 
	14.	 	Points of Contact
	 
	 	 	Sprint and NextG will provide points of contact (POCs) for all operational functions covered
by this JOP. The POCs listed will be available:






	 	1.	 	during the hours of 8 am to 5 pm local event time for non-service affecting events;
and,
	 
	 	2.	 	around the clock for emergency, Service Affecting and Potential Service Affecting
events.






	 	 	National, regional and local POCs will be provided, as determined by the operational function
and supporting organization implemented by Sprint and NextG.
	 
	 	 	Appendix B — Points of Contact contains Sprint and NextG POCs for each Fiber Network.
	 
	 	 	Sprint and NextG will update the POC lists within [***] of a change in the responsible party
or contact information. The entire POC lists will reviewed, updated and reissued
semi-annually.







 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 19 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.



			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks






Appendix A — Physical Security Requirements when Third-Party Access to Sprint Property is Required




General



As part of their security-related responsibilities, employees, contractors and vendors working in
Sprint facilities, may not:



     [***]




Key & Combination Controls



In general, keys may not be issued to non-employees. If a non-employee needs keys to adequately
perform their duties for Sprint, Director level or above approval is required. The keys must be
issued to the Sprint management employee having oversight responsibilities for the non-employee,
with the manager then providing the keys to the non-employee.



The method of shipping/distributing keys must employ appropriate levels of security for in-transit
protection and/or to ensure the intended recipients receive the keys.



     [***].




Identification/Access Control Badges




[***]



Non-employees who are issued access devices are required to:



     [***]



Non-employees who are issued access devices are not permitted to:



     [***]



Failure to comply with the above-listed responsibilities may result in the termination of access
privileges and may result in the non-employee being barred from company property.



Sprint employee Sponsors of non-employees who have been issued access devices, and Approvers of
those access device requests, are responsible for recognizing that by requesting/approving an
access device for a non-employee they are:



     [***]



When non-employees who are issued access/identification cards lose or forget those items,
appropriate procedures must be followed by the Sprint employee sponsor to ensure the non-employee
is authorized to have access to the facility and verify the following information:



     [***]



If a temporary access card is issued, the transaction must be documented, including the name of the
individual to whom the card was issued, the date of issue and the access card identifier.






 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 20 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.



			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks






Appendix B — Points of Contact



This appendix contains contacts for all operational areas requiring coordination between Sprint and
NextG for the Los Angeles DAS Network.



Following are the primary POCs for Sprint and NextG.




          [omitted from external version]




          [omitted from external version]




          [omitted from external version]



Additional POCs by responsibility are further identified below.




Restoration, Maintenance and MAC Contact Information




Sprint Contacts




          For Emergency Repairs of Service Affecting Conditions, and if a situation does not fit any
other category, contact Sprint’s [omitted from external version].



Sprint’s contact for Scheduled Maintenance, whether Service Affecting, Potential Service Affecting
or Non Service Affecting, is the local Field Operations organization responsible for the area in
which the DAS Network is located.



Scheduled maintenance, whether Service Affecting or Non Service Affecting, should be scheduled
through Sprint’s [***]




NextG Contacts



For demand/emergency activity, contact NextG’s “Network Operations Control Center” (NOCC) at
[omitted from external version]. Address is: 2216 O’Toole Avenue, San Jose, CA 95131.



Scheduled maintenance, whether Service Affecting or Non Service Affecting, should be scheduled
through NextG’s Network Operations Control Center (NOCC) at [omitted from external version]. The
fax number is [omitted from external version].



[***]




Third-Party Secure Entry & Access Control Contact Information



The following individuals are to be contacted for third-party entry and access control, including
key/code control and incident reporting.




Sprint Contacts




	 	 	 	 	 	 	 
	 	 	 	 	Office	 	 
	Event	 	Title/Name	 	Phone #	 	Email
	Building Entry Notification

	 	Sprint NMC (24/7)
	 	[omitted from external version]
	 	Phone call required
	 
	 	 	 	 	 	 
	Lock Key/Code
Requests

	 	Local Field Operations*	 	 	 	 







 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 21 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.



			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks






	 	 	 	 	 	 	 
	 	 	 	 	Office	 	 
	Event	 	Title/Name	 	Phone #	 	Email
	Security Incident
Issues

	 	Local Field Operations*	 	 	 	 
	 
	 	 	 	 	 	 
	Security Program
Issues

	 	Local Field Operations*	 	 	 	 








 




			
	*	 	POC available during business hours of 8 a.m. through 5 p.m. (local time zone).





NextG Contacts




	 	 	 	 	 	 	 
	 	 	 	 	Office	 	 
	Event	 	Title/Name	 	Phone #	 	Email
	Building Entry
Notification

	 	NextG NOC (24/7)
	 	[omitted from external version]
	 	[omitted from external version]
	 
	 	 	 	 	 	 
	Lock Key/Code
Requests

	 	NextG NOC (24/7)
	 	[omitted from external version]
	 	[omitted from external version]
	 
	 	 	 	 	 	 
	Security Incident
Issues

	 	NextG NOC (24/7)
	 	[omitted from external version]
	 	[omitted from external version]
	 
	 	 	 	 	 	 
	Security Program
Issues

	 	NextG NOC (24/7)
	 	[omitted from external version]
	 	[omitted from external version]








 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 22 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.



			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks






Appendix C — [***]




[***]






 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 23 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.



			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks






Appendix D — NextG Maintenance Request Form









NEXTG MAINTENANCE REQUEST FORM




Sprint Lead Time Requirements

Service Affecting Condition Maintenance — Minimum of [***] Notification Required

Potential & Non Service Affecting Condition Maintenance — Minimum of [***] Notification Required




	 	 	 	 	 	 	 	 	 	 	 
	COMPANY:

	 	NextG
	 	 	 	DATE:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Requestor:

	 	 	 	 	 	Phone No.
	 	 	 	 	 	FAX No.	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 	 	 	 	 

	 	 
	Lead Technician performing maintenance:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Phone #
	 	 	 	 	 	Pager #	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Supervisor:

	 	 	 	 	 	Phone #
	 	 	 	 	 	Pager #	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 





[***]




A METHOD OF PROCEDURE (MOP) IS REQUIRED WITH ALL MAINTENANCE REQUESTS




	 	 	 	 	 	 	 	 	 	 	 
	Date of Maintenance:

	 	 	 	 	 	Start/Stop:
	 	 	 	(Local time)
	 

	 	 
	 	 	 	 	 	 	 	 





	 	 	 
	Location of Maintenance  (City/ST)
	 	 
	 

	 	 





Emergency:  Yes                      / No
                    




	 	 	 
	Justification:
	 	 
	 

	 	 
	 
	 	 
	 




SPRINT Access Required:  Yes                      / No
                           SPRINT Technician Required:  Yes
        
             / No                     




	 	 	 
	Maintenance Description:
	 	 
	 

	 	 
	 
	 	 
	 
	 
	 	 
	 





MAINTENANCE REQUEST IMPACT (TO BE COMPLETED BY SPRINT)




	 	 	 	 	 	 	 	 	 	 	 
	 	 	                     None	 	 	 	                     Switching hits	 	                     Patching hits
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	                     Outage:
	 	 	 	Other:	 	 	 	 
	 	 	 	 	 	 	 	 	 







 




			
	***	 	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 to Sprint Nextel and NextG
	 	Page 24 of 25






 









 





CONFIDENTIAL TREATMENT REQUESTED BY NEXTG NETWORKS, INC.



			
	Exhibit
C to FORNet MSA (redacted for
filing)_(PALIB2_4347838_2)	 	Joint Operations Protocol for Sprint/NextG Networks






	 	 	 
	 
	 	(Description)











	 	 	 	 	 
	 	 	Sprint Fiber ID’s	 	 
	Item	 	If Applicable	 	NextG Fiber ID’s
	1

	 	 	 	 
	 	 	 	 	 
	2

	 	 	 	 
	 	 	 	 	 
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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.





			
	 	 	 
	Confidential to Sprint Nextel and NextG
	 	Page 25 of 25