0000891618-08-000516 Sample Contracts

NextG Networks, Inc. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • December 24th, 2008 • Nextg Networks Inc • Radiotelephone communications • California

Unless otherwise defined in this Restricted Stock Award Agreement (this “Agreement”), the defined terms that are contained in the NextG Networks, Inc. 2008 Equity Incentive Plan (the “Plan”) also apply to this Agreement.

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NextG Networks, Inc. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • December 24th, 2008 • Nextg Networks Inc • Radiotelephone communications • California

Unless otherwise defined in this Restricted Stock Unit Award Agreement (this “Agreement”), the defined terms that are contained in the NextG Networks, Inc. 2008 Equity Incentive Plan (the “Plan”) also apply to this Agreement.

NextG Networks, Inc. PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • December 24th, 2008 • Nextg Networks Inc • Radiotelephone communications • California

Unless otherwise defined in this Performance Share Award Agreement (this “Agreement”), the defined terms contained in the NextG Networks, Inc. 2008 Equity Incentive Plan (the “Plan”) also apply to this Agreement.

NextG Networks, Inc. INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 24th, 2008 • Nextg Networks Inc • Radiotelephone communications • Delaware

This Indemnification Agreement (this “Agreement”), dated [ ] (the “Effective Date”), is entered into by and between NextG Networks, Inc., a Delaware corporation (the “Company”), and [ ] (the “Indemnitee”). As used in this Agreement, the term “Party” refers to the Company or the Indemnitee individually, and the term “Parties” refers to the Company and the Indemnitee collectively.

NextG Networks, Inc. STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • December 24th, 2008 • Nextg Networks Inc • Radiotelephone communications • California

Unless otherwise defined in this Stock Option Award Agreement (this “Agreement”), the defined terms that are contained in the NextG Networks, Inc. 2008 Equity Incentive Plan (the “Plan”) also apply to this Agreement.

AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 24th, 2008 • Nextg Networks Inc • Radiotelephone communications

This Amendment to Loan and Security Agreement is entered into as of March 26, 2008, by and among United Commercial Bank (the “Agent”), and NextG Networks, Inc., a Delaware corporation, NextG Networks Of California, Inc., a Delaware corporation, NextG Networks Of NY, Inc., a Delaware corporation, NextG Networks Of Illinois, Inc., a Delaware corporation, and NextG Networks Atlantic Inc., a Virginia corporation (each referred to individually as a “Borrower” and collectively, as the “Borrowers”)

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