ContractWarrant 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, 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 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.
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
