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.”

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”).

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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