EXECUTION VERSION WARRANT AGREEMENT DATED AS OF JULY 17, 2006Warrant Agreement • July 21st, 2006 • NextWave Wireless LLC • Communications services, nec • New York
EXECUTION VERSION PLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT (this "AGREEMENT") is dated as of July 17, 2006 and entered into by and among NEXTWAVE WIRELESS LLC, a Delaware limited liability company ("COMPANY"), each of THE...Security Agreement • July 21st, 2006 • NextWave Wireless LLC • Communications services, nec • New York
OFLimited Liability Company Agreement • March 4th, 2005 • NextWave Wireless LLC • Delaware
INDENTURESecurity Agreement • April 1st, 2005 • NextWave Wireless LLC • Communications services, nec • New York
REGISTRATION RIGHTS AGREEMENT, dated as of July 17, 2006 (the "Agreement") among NEXTWAVE WIRELESS INC., a Delaware corporation (including any successor thereto, whether by merger, consolidation, conversion or otherwise, the "Company") and the...Registration Rights Agreement • July 21st, 2006 • NextWave Wireless LLC • Communications services, nec • New York
EXECUTION VERSION PURCHASE AGREEMENTPurchase Agreement • July 21st, 2006 • NextWave Wireless LLC • Communications services, nec • New York
FORM OFAssignment and Security Agreement • March 4th, 2005 • NextWave Wireless LLC • New York
EXECUTION VERSION PURCHASE AGREEMENTCollateral Agency Agreement • September 8th, 2006 • NextWave Wireless LLC • Communications services, nec • New York
GUARANTYNextWave Wireless LLC • July 21st, 2006 • Communications services, nec • New York
ContractNextWave Wireless LLC • May 1st, 2006 • Communications services, nec • New York
THIS WARRANT AND ANY INTEREST ISSUABLE UPON THE EXERCISE OF THIS WARRANT ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, DATED AS OF APRIL 13, 2005, BY AND AMONG THE MEMBERS OF NEXTWAVE WIRELESS LLC. A COPY OF SUCH AGREEMENT MAY BE OBTAINED FROM NEXTWAVE WIRELESS AT ITS PRINCIPAL EXECUTIVE OFFICES. ANY TRANSFEREE OF THIS WARRANT OR ANY INTEREST ISSUABLE UPON EXERCISE OF THIS WARRANT SHALL BE DEEMED TO AGREE TO BE BOUND BY THE TERMS OF THE AGREEMENT.
EXECUTION VERSION PARENT GUARANTY This GUARANTY is entered into as of July 17, 2006 by NextWave Wireless Inc. (the "GUARANTOR") in favor of and for the benefit of The Bank of New York, as Collateral Agent for and as representative of (in such...NextWave Wireless LLC • July 21st, 2006 • Communications services, nec • New York
NextWave Wireless LLC Stock Option Agreement Manchester Financial Group, LPStock Option Agreement • May 1st, 2006 • NextWave Wireless LLC • Communications services, nec • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NEXTWAVE WIRELESS LLC Dated as of April 13, 2005Limited Liability Company Agreement • May 1st, 2006 • NextWave Wireless LLC • Communications services, nec • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of NextWave Wireless LLC (the “Company”), dated and effective this 13th day of April, 2005, is adopted, executed and agreed to by the Organizational Member (as defined below) and any Persons (as defined below) who become Members as provided herein.
ACQUISITION AGREEMENT BY AND AMONG NEXTWAVE WIRELESS LLC, NW SPECTRUM CO. WCS WIRELESS, INC. COLUMBIA WCS III, INC. TKH CORP., THE STOCKHOLDERS OF COLUMBIA WCS III, INC. AND TKH CORP. AND COLUMBIA CAPITAL, LLC as the Stockholder Representative Dated...Acquisition Agreement • June 29th, 2006 • NextWave Wireless LLC • Communications services, nec • New York
THIS ACQUISITION AGREEMENT, dated as of May 9, 2006 (this “Agreement”), by and among (i) NextWave Wireless LLC, a Delaware limited liability company (“Parent”), (ii) NW Spectrum Co. a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Holdco”), (iii) WCS Wireless, Inc., a Delaware corporation (the “Company”), (iv) Columbia WCS III, Inc., a Delaware corporation that is a stockholder of the Company (“Columbia Blocker”), (v) TKH Corp., a Delaware corporation that is a stockholder of the Company (“TKH Blocker”), (vi) Columbia Capital Equity Partners III (Cayman), L.P., the sole stockholder of Columbia Blocker (the “Columbia Seller”), (vii) each of the stockholders of TKH Blocker Corp., namely, Aspen Partners Series A, Series of Aspen Capital Partners, L.P., Oak Foundation USA, Inc., Enteraspen Limited, and The Reed Institute dba Reed College (the “TKH Sellers”) and (viii) Columbia Capital, LLC, solely in the capacity as the Stockholder Representative (as defined herei
ACQUISITION AGREEMENT By and Among NEXTWAVE TELECOM INC., CELLCO PARTNERSHIP D/B/A VERIZON WIRELESS and VZW CORP. Dated as of November 4, 2004Acquisition Agreement • May 1st, 2006 • NextWave Wireless LLC • Communications services, nec • Delaware
THIS ACQUISITION AGREEMENT (this “Agreement”) is made as of November 4, 2004 by and among NextWave Telecom Inc., a Delaware corporation (the “Company”), Cellco Partnership D/B/A Verizon Wireless, a Delaware general partnership (the “Parent”) and VZW Corp., a Delaware corporation and wholly-owned subsidiary of Parent (the “Acquiror”). References to this Agreement herein shall include each of the Exhibits and Schedules attached hereto. Capitalized terms used, but not otherwise defined herein shall have the respective meanings ascribed to such terms in Section 10.6.
AGREEMENT AND PLAN OF MERGER BY AND AMONG NEXTWAVE WIRELESS LLC, PVC ACQUISITION CORP., PACKETVIDEO CORPORATION AND WILLIAM D. CVENGROS as the Stockholder Representative Dated as of May 25, 2005Agreement and Plan of Merger • June 29th, 2006 • NextWave Wireless LLC • Communications services, nec • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 25, 2005 (this “Agreement”), by and among NextWave Wireless LLC, a Delaware limited liability company (“Parent”), PVC Acquisition Corp., a corporation existing under the laws of Delaware and a wholly-owned subsidiary of Parent (“Merger Sub”), PacketVideo Corporation, a corporation existing under the laws of Delaware (the “Company”), and William D. Cvengros, as the Stockholder Representative (as defined herein).
NextWave Wireless LLCOption Award Agreement • June 29th, 2006 • NextWave Wireless LLC • Communications services, nec • Delaware
ZERO COUPON NON-RECOURSE SECURED NOTES DUE 2055 INDENTURE Dated as of April 13, 2005 JPMORGAN CHASE BANK, N.A., as TrusteeIndenture • May 1st, 2006 • NextWave Wireless LLC • Communications services, nec • New York
