0000909518-09-000494 Sample Contracts

SECOND LIEN INCREMENTAL INDEBTEDNESS AGREEMENT
Second Lien Incremental Indebtedness Agreement • August 6th, 2009 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • New York

THIS SECOND LIEN INCREMENTAL INDEBTEDNESS AGREEMENT is dated as of July 2, 2009 (this “Agreement”) and entered into by and among the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) set forth on Supplemental Schedule 1.2A attached hereto (“Supplemental Schedule 1.2A”), NEXTWAVE WIRELESS LLC, a Delaware limited liability company (“Company”), NEXTWAVE WIRELESS INC., a Delaware corporation (“Parent”),and each Guarantor listed on the signature pages hereto, and acknowledged by THE BANK OF NEW YORK MELLON, as Collateral Agent.

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STOCKHOLDERS’ AGREEMENT dated as of July 2, 2009 by and among PACKETVIDEO CORPORATION, NEXTWAVE WIRELESS INC., NEXTWAVE BROADBAND INC. and
Stockholders’ Agreement • August 6th, 2009 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • California

This Stockholders’ Agreement (this “Agreement”) is made and entered into as of July 2, 2009 (the “Effective Date”), by and among PacketVideo Corporation, a Delaware corporation (the “Company”), NextWave Wireless Inc., a Delaware corporation (“Parent”), NextWave Broadband Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Seller”) and NTT DoCoMo, Inc. (the “Purchaser” and, together with Seller, each a “Stockholder” and, collectively, the “Stockholders”). The Company, Parent and the Stockholders are each individually referred to herein as a “Party” and collectively as the “Parties.”

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STOCK PURCHASE AGREEMENT dated as of July 2, 2009 by and among PACKETVIDEO CORPORATION, NEXTWAVE WIRELESS INC., NEXTWAVE BROADBAND INC. and NTT DOCOMO, INC.
Stock Purchase Agreement • August 6th, 2009 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment • California

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of July 2, 2009, by and among PacketVideo Corporation, a Delaware corporation (the “Company”), NextWave Wireless Inc., a Delaware corporation (“Parent”), NextWave Broadband Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Seller”), and NTT DoCoMo, Inc. (the “Purchaser” and, together with the Company, Parent and Seller, each a “Party” and, collectively, the “Parties”).

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ACKNOWLEDGMENT
Acknowledgment • August 6th, 2009 • NextWave Wireless Inc. • Radio & tv broadcasting & communications equipment

THIS ACKNOWLEDGMENT (this “Acknowledgment”) is dated July 2, 2009, and entered into by NEXTWAVE WIRELESS INC., a Delaware corporation (“Company”).

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