NextWave Wireless LLC Sample Contracts

EXECUTION VERSION PURCHASE AGREEMENT
Purchase Agreement • September 8th, 2006 • NextWave Wireless LLC • Communications services, nec • New York
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EXHIBIT T3B FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • January 26th, 2005 • NextWave Wireless LLC • Delaware
EXECUTION VERSION PURCHASE AGREEMENT
Purchase Agreement • July 21st, 2006 • NextWave Wireless LLC • Communications services, nec • New York
OF
Limited Liability Company Agreement • March 4th, 2005 • NextWave Wireless LLC • Delaware
EXECUTION VERSION WARRANT AGREEMENT DATED AS OF JULY 17, 2006
Warrant Agreement • July 21st, 2006 • NextWave Wireless LLC • Communications services, nec • New York
INDENTURE
Indenture • April 1st, 2005 • NextWave Wireless LLC • Communications services, nec • New York
GUARANTY
Guaranty • July 21st, 2006 • NextWave Wireless LLC • Communications services, nec • New York
Contract
Warrant Agreement • May 1st, 2006 • NextWave Wireless LLC • 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.

NextWave Wireless LLC Stock Option Agreement Manchester Financial Group, LP
Stock 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, 2005
Limited 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.

FORM OF
Non-Recourse Secured Notes Indenture • March 4th, 2005 • NextWave Wireless LLC • New York
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, 2004
Acquisition 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, 2005
Merger Agreement • 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 LLC
Option 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 Trustee
Indenture • May 1st, 2006 • NextWave Wireless LLC • Communications services, nec • New York
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