EX-10.2



 Exhibit 10.2 

May 25, 2016 
 Unwired Planet, Inc. 

20 First Street, First Floor 
 Los Altos, California 94022 

Attention: Chief Executive Officer 
 Ladies and Gentlemen: 

Reference is hereby made to that certain Purchase and Sale Agreement, dated April 6, 2016 (the “PSA”), by and between
Unwired Planet, Inc. (“UP”) and Optis UP Holdings, LLC (“PanOptis”). UP and PanOptis have agreed to enter into the First Amendment to the PSA in the form attached hereto as Exhibit A (the “First
Amendment”), pursuant to which the Purchase Price shall be increased under certain circumstances as more particularly described in the First Amendment and UP shall have the right to transfer certain Patents to PanOptis in the event the PSA
is terminated prior to the consummation of the transactions described therein in exchange for the consideration described in the First Amendment. Capitalized terms used but not defined herein shall have the meanings assigned to them in the PSA and
the First Amendment. 
 Each of UP and PanOptis represents and warrants that (i) a true, correct and complete copy of the First
Amendment is attached hereto as Exhibit A and (ii) other than the First Amendment, there has been no amendment, modification or waiver of the PSA. 

Telefonaktiebolaget L M Ericsson (publ) (“LME”) and Cluster LLC (“E Sub”) hereby consent to the terms of the
First Amendment as required by Section 1.1 of that certain Consent Agreement, dated April 6, 2016, by and among LME, E Sub, UP, PanOptis and the Unwired Planet Companies (the “Consent”); provided, however, that for the
avoidance of any doubt, neither this letter agreement nor the Consent shall permit UP to transfer any Patents to PanOptis if the PSA is terminated for any reason in the absence of the express written consent of LME and E Sub as required under the
terms of that certain Master Sale Agreement, dated as of January 10, 2013, as amended on February 27, 2014 and September 16, 2014 (the “MSA”). 

By signing this letter agreement where indicated below, UP and the other undersigned parties hereby acknowledge and agree that if the PSA is
terminated for any reason, (i) UP shall not be entitled to transfer any Patents to PanOptis under the terms of the First Amendment or otherwise without the express written consent of LME and E Sub as required under the terms of the MSA, and
(ii) as stated in Section 1.1 of the Consent, the Consent shall be deemed null and void in its entirety without any further action by any party thereto. 

All parties hereto acknowledge, confirm and agree that except as specifically provided herein, nothing set forth in this letter shall be
deemed a modification, amendment or waiver of the Consent and all provisions of the Consent shall continue unmodified in full force and effect. 

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 This letter agreement may be executed in any number of counterparts (whether delivered by
electronic copy or otherwise), each of which, when so executed and delivered, shall be an original, and all of which counterparts together shall constitute one and the same fully executed instrument. 

Very truly yours, 
  

			
	 TELEFONAKTIEBOLAGET L M

ERICSSON (PUBL)

		
	By:	 	 /s/ Roland Hagman

		 	Name: Roland Hagman
		 	Title:
		
	By:	 	 /s/ Christina Peterson

		 	Name: Christina Peterson
		 	Title:
	
	CLUSTER LLC
		
	By:	 	 /s/ Richard Fleetwood

		 	Name: Richard Fleetwood
		 	Title:









 Accepted as of the date first written above: 

 

													
	OPTIS UP HOLDINGS, LLC	 		 	UNWIRED PLANET, INC.
						
	By:	 	 /s/ James R. Ribman
	 		 	By:	 	 /s/ Noah D. Mesel
	 	
	Name:	 	James R. Ribman 	 		 	Name:	 	Noah D. Mesel	 	
	Title:	 	President	 		 	Title:	 	EVP & General Counsel	 	
			
	UNWIRED PLANET IP HOLDINGS, INC.	 		 	UNWIRED PLANET, LLC
						
	By:	 	 /s/ Noah D. Mesel
	 		 	By:	 	 /s/ Noah D. Mesel
	 	
	Name:	 	Noah D. Mesel	 		 	Name:	 	Noah D. Mesel	 	
	Title:	 	VP	 		 	Title:	 	VP	 	
			
	UNWIRED PLANET INTERNATIONAL LIMITED	 		 	UNWIRED PLANET IP MANAGER, LLC
						
	By:	 	 /s/ Sami Saru
	 		 	By:	 	 /s/ Noah D. Mesel
	 	
	Name:	 	Sami Saru	 		 	Name:	 	Noah D. Mesel	 	
	Title:	 	Managing Director	 		 	Title:	 	VP	 	


  
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